VALLEY NATIONAL BANCORP 10-Q

Item 1. Financial Statements VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (in thousands, except for share data) September 30, 2025 December 31, 2024 Assets (Unaudited) Cash and due from banks $ 376,216 $ 411,412 Interest bearing deposits with banks 994,224 1,478,713 Investment securities: Equity securities 78,296 71,513 Available for sale debt securities 4,117,121 3,369,724 Held to maturity debt securities (net of allowance for credit losses of $ 637 at September 30, 2025 and $ 647 at December 31, 2024) 3,540,819 3,531,573 Total investment securities 7,736,236 6,972,810 Loans held for sale (includes fair value of $ 5,405 at September 30, 2025 and $ 16,931 at December 31, 2024 for loans originated for sale) 18,092 25,681 Loans 49,272,823 48,799,711 Less: Allowance for loan losses ( 585,000 ) ( 558,850 ) Net loans 48,687,823 48,240,861 Premises and equipment, net 331,134 350,796 Lease right of use assets 318,373 328,475 Bank owned life insurance 739,684 731,574 Accrued interest receivable 242,861 239,941 Goodwill 1,868,936 1,868,936 Other intangible assets, net 107,658 128,661 Other assets 1,597,377 1,713,831 Total Assets $ 63,018,614 $ 62,491,691 Liabilities Deposits: Non-interest bearing $ 11,659,725 $ 11,428,674 Interest bearing: Savings, NOW and money market 27,245,966 26,304,639 Time 12,270,067 12,342,544 Total deposits 51,175,758 50,075,857 Short-term borrowings 51,052 72,718 Long-term borrowings 2,905,898 3,174,155 Junior subordinated debentures issued to capital trusts 57,716 57,455 Lease liabilities 377,854 388,303 Accrued expenses and other liabilities 754,962 1,288,076 Total Liabilities 55,323,240 55,056,564 Shareholders’ Equity Preferred stock, no par value; 50,000,000 authorized shares: Series A ( 4,600,000 shares issued at September 30, 2025 and December 31, 2024) 111,590 111,590 Series B ( 4,000,000 shares issued at September 30, 2025 and December 31, 2024) 98,101 98,101 Series C ( 6,000,000 shares issued at September 30, 2025 and December 31, 2024) 144,654 144,654 Common stock ( no par value, authorized 650,000,000 shares; issued 560,878,750 shares at September 30, 2025 and 558,786,093 shares at December 31, 2024) 196,731 195,998 Surplus 5,456,944 5,442,070 Retained earnings 1,787,141 1,598,048 Accumulated other comprehensive loss ( 98,802 ) ( 155,334 ) Treasury stock, at cost ( 94,398 common shares at September 30, 2025) ( 985 ) — Total Shareholders’ Equity 7,695,374 7,435,127 Total Liabilities and Shareholders’ Equity $ 63,018,614 $ 62,491,691 See accompanying notes to consolidated financial statements. 3 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands, except for per share data) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Interest Income Interest and fees on loans $ 733,191 $ 786,680 $ 2,157,082 $ 2,329,197 Interest and dividends on investment securities: Taxable 70,211 49,700 201,273 125,957 Tax-exempt 4,611 4,855 13,994 14,450 Dividends 4,891 5,929 16,083 19,098 Interest on federal funds sold and other short-term investments 14,019 13,385 28,255 33,969 Total interest income 826,923 860,549 2,416,687 2,522,671 Interest Expense Interest on deposits: Savings, NOW and money market 210,921 235,371 614,532 699,474 Time 133,108 174,741 387,501 486,248 Interest on short-term borrowings 555 451 5,237 21,754 Interest on long-term borrowings and junior subordinated debentures 36,115 39,488 110,680 109,464 Total interest expense 380,699 450,051 1,117,950 1,316,940 Net Interest Income 446,224 410,498 1,298,737 1,205,731 Provision (credit) for credit losses for available for sale and held to maturity securities — ( 14 ) ( 10 ) ( 129 ) Provision for credit losses for loans 19,171 75,038 119,641 202,423 Net Interest Income After Provision for Credit Losses 427,053 335,474 1,179,106 1,003,437 Non-Interest Income Wealth management and trust fees 16,134 15,125 45,221 46,191 Insurance commissions 2,914 2,880 9,746 9,089 Capital markets 9,814 6,347 26,521 19,796 Service charges on deposit accounts 16,764 12,826 44,195 35,287 Gains on securities transactions, net 28 47 73 99 Fees from loan servicing 3,405 3,443 10,291 9,322 Gains (losses) on sales of loans, net 740 ( 3,644 ) 4,962 ( 1,142 ) Bank owned life insurance 4,657 5,387 15,453 13,167 Other 10,431 18,260 29,323 41,490 Total non-interest income 64,887 60,671 185,785 173,299 Non-Interest Expense Salary and employee benefits expense 146,820 138,832 434,860 421,478 Net occupancy expense 24,865 26,973 76,236 75,548 Technology, furniture and equipment expense 30,708 28,962 91,271 99,627 FDIC insurance assessment 8,357 14,792 33,416 47,474 Amortization of other intangible assets 7,544 8,692 22,990 26,672 Professional and legal fees 24,261 14,118 59,901 48,521 Loss on extinguishment of debt — — 922 — Amortization of tax credit investments 8,147 5,853 26,601 17,206 Other 31,283 31,249 96,528 90,752 Total non-interest expense 281,985 269,471 842,725 827,278 Income Before Income Taxes 209,955 126,674 522,166 349,458 Income tax expense 46,600 28,818 119,586 84,898 Net Income 163,355 97,856 402,580 264,560 Dividends on preferred stock 7,644 6,117 21,547 14,344 Net Income Available to Common Shareholders $ 155,711 $ 91,739 $ 381,033 $ 250,216 Earnings Per Common Share: Basic $ 0.28 $ 0.18 $ 0.68 $ 0.49 Diluted 0.28 0.18 0.68 0.49 See accompanying notes to consolidated financial statements. 4 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income $ 163,355 $ 97,856 $ 402,580 $ 264,560 Other comprehensive income (loss), net of tax: Unrealized gains and losses on available for sale securities Net gains arising during the period 21,206 48,023 56,914 32,218 Amounts reclassified to earnings ( 1 ) 1 ( 1 ) 9 Total 21,205 48,024 56,913 32,227 Unrealized losses on derivatives (cash flow hedges) Amounts reclassified to earnings ( 222 ) ( 219 ) ( 661 ) ( 651 ) Total ( 222 ) ( 219 ) ( 661 ) ( 651 ) Defined benefit pension and postretirement benefit plans Amortization of actuarial net loss 104 36 280 108 Total other comprehensive income 21,087 47,841 56,532 31,684 Total comprehensive income $ 184,442 $ 145,697 $ 459,112 $ 296,244 See accompanying notes to consolidated financial statements. 5 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) For the Nine Months Ended September 30, 2025 Common Stock Accumulated Preferred Stock Shares Amount Surplus Retained Earnings Other Comprehensive Loss Treasury Stock Total Shareholders’ Equity ($ in thousands) Balance - December 31, 2024 $ 354,345 558,786 $ 195,998 $ 5,442,070 $ 1,598,048 $ ( 155,334 ) $ — $ 7,435,127 Net income — — — — 106,058 — — 106,058 Other comprehensive income, net of tax — — — — — 27,082 — 27,082 Cash dividends declared: Preferred stock, Series A, $ 0.39 per share — — — — ( 1,797 ) — — ( 1,797 ) Preferred stock, Series B, $ 0.52 per share — — — — ( 2,065 ) — — ( 2,065 ) Preferred stock, Series C, $ 0.52 per share — — — — ( 3,094 ) — — ( 3,094 ) Common stock, $ 0.11 per share — — — — ( 62,460 ) — — ( 62,460 ) Effect of stock incentive plan, net — 1,492 522 2,686 — — — 3,208 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 Net income — — — — 133,167 — — 133,167 Other comprehensive income, 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 Net income — — — — 163,355 — — 163,355 Other comprehensive income, net of tax — — — — — 21,087 — 21,087 Cash dividends declared: Preferred stock, Series A, $ 0.54 per share — — — — ( 2,471 ) — — ( 2,471 ) Preferred stock, Series B, $ 0.52 per share — — — — ( 2,078 ) — — ( 2,078 ) Preferred stock, Series C, $ 0.52 per share — — — — ( 3,094 ) — — ( 3,094 ) Common stock, $ 0.11 per share — — — — ( 62,413 ) — — ( 62,413 ) Effect of stock incentive plan, net — 1,785 125 5,401 ( 1,061 ) — 13,134 17,599 Common stock repurchased — ( 1,283 ) — — — — ( 12,032 ) ( 12,032 ) Balance - September 30, 2025 $ 354,345 560,784 $ 196,731 $ 5,456,944 $ 1,787,141 $ ( 98,802 ) $ ( 985 ) $ 7,695,374 6 For the Nine Months Ended September 30, 2024 Common Stock Accumulated Preferred Stock Shares Amount Surplus Retained Earnings Other Comprehensive Loss Treasury Stock Total Shareholders’ Equity ($ in thousands) Balance - December 31, 2023 $ 209,691 507,710 $ 178,187 $ 4,989,989 $ 1,471,371 $ ( 146,456 ) $ ( 1,391 ) $ 6,701,391 Net income — — — — 96,280 — — 96,280 Other comprehensive income, net of tax — — — — — ( 10,392 ) — ( 10,392 ) Cash dividends declared: Preferred stock, Series A, $ 0.39 per share — — — — ( 1,797 ) — — ( 1,797 ) Preferred stock, Series B, $ 0.58 per share — — — — ( 2,322 ) — — ( 2,322 ) Common stock, $ 0.11 per share — — — — ( 56,794 ) — — ( 56,794 ) Effect of stock incentive plan, net — 1,183 348 ( 966 ) — — 1,391 773 Balance - March 31, 2024 $ 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 Net income — — — — 97,856 — — 97,856 Other comprehensive loss, net of tax — — — — — 47,841 — 47,841 Cash dividends declared: Preferred stock, Series A, $ 0.39 per share — — — — ( 1,797 ) — — ( 1,797 ) Preferred stock, Series B, $ 0.60 per share — — — — ( 2,395 ) — — ( 2,395 ) Preferred stock, Series C, $ 0.32 per share — — — — ( 1,925 ) — — ( 1,925 ) Common stock, $ 0.11 per share — — — — ( 56,687 ) — — ( 56,687 ) Preferred Stock Issued 144,654 — — — — — — 144,654 Effect of stock incentive plan, net — 48 16 7,080 — — — 7,096 Balance - September 30, 2024 $ 354,345 509,253 $ 178,661 $ 5,002,718 $ 1,551,428 $ ( 114,772 ) $ — $ 6,972,380 See accompanying notes to consolidated financial statements. 7 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net income $ 402,580 $ 264,560 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 28,731 31,245 Stock-based compensation 18,015 22,995 Provision for credit losses 119,631 202,294 Net accretion of discounts and amortization of premium on securities and borrowings ( 6,028 ) ( 2,143 ) Amortization of other intangible assets 22,990 26,672 (Gains) losses on available for sale and held to maturity debt securities, net ( 17 ) 12 Proceeds from sales of loans held for sale at fair value 139,507 155,863 (Gains) losses on sales of loans, net ( 4,962 ) 1,142 Originations of loans held for sale ( 124,768 ) ( 148,294 ) Gains on sales of assets, net ( 78 ) ( 3,747 ) Loss on extinguishment of debt 922 — Net change in: Fair value of financial instruments hedged by derivative transactions 9,349 20,452 Trading debt securities — ( 23 ) Lease right of use assets 7,434 8,421 Cash surrender value of bank owned life insurance ( 15,121 ) ( 13,167 ) Accrued interest receivable ( 2,920 ) ( 4,633 ) Other assets 113,953 ( 55,675 ) Accrued expenses and other liabilities ( 562,027 ) ( 349,630 ) Net cash provided by operating activities 147,191 156,344 Cash flows from investing activities: Loans originated and purchased, net of principal collected ( 582,053 ) ( 408,268 ) Equity securities: Purchases ( 11,687 ) ( 8,295 ) Sales and capital returns 3,989 1,146 Held to maturity debt securities: Purchases ( 278,690 ) ( 60,585 ) Maturities, calls and principal repayments 269,743 224,349 Available for sale debt securities: Purchases ( 990,956 ) ( 1,410,651 ) Maturities, calls and principal repayments 328,184 154,021 Death benefit proceeds from bank owned life insurance 7,012 6,852 Proceeds from sales of real estate property and equipment 2,277 3,702 Proceeds from sales of loans not originated for sale 11,899 230,666 Proceeds from sale of commercial premium finance lending division — 98,060 Purchases of real estate property and equipment ( 8,964 ) ( 9,724 ) Net cash used in investing activities ( 1,249,246 ) ( 1,178,727 ) 8 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued) (in thousands) Nine Months Ended September 30, 2025 2024 Cash flows from financing activities: Net change in deposits $ 1,098,747 $ 1,144,039 Net change in short-term borrowings ( 21,666 ) ( 859,566 ) Proceeds from issuance of long-term borrowings, net 210,000 1,001,800 Repayments of long-term borrowings ( 488,000 ) ( 65,000 ) Proceeds from issuance of preferred stock, net — 144,654 Cash dividends paid to preferred shareholders ( 21,547 ) ( 16,141 ) Cash dividends paid to common shareholders ( 187,061 ) ( 170,321 ) Purchase of common shares related to stock compensation plan activity ( 9,334 ) ( 8,477 ) Purchase of common shares to treasury ( 16,358 ) — Common stock issued, net 17,698 78 Other, net ( 109 ) ( 3 ) Net cash provided by financing activities 582,370 1,171,063 Net change in cash and cash equivalents ( 519,685 ) 148,680 Cash and cash equivalents at beginning of year 1,890,125 891,225 Cash and cash equivalents at end of period $ 1,370,440 $ 1,039,905 Supplemental disclosures of cash flow information: Cash payments for: Interest on deposits and borrowings $ 1,164,037 $ 1,348,751 Federal and state income taxes 64,590 82,712 Supplemental schedule of non-cash investing activities: Transfer of loans to other real estate owned, net $ 832 $ 7,172 Transfer of loans to loans held for sale, net 14,137 823,091 Lease right of use assets obtained in exchange for operating lease liabilities 25,791 15,429 See accompanying notes to consolidated financial statements. 9 VALLEY NATIONAL BANCORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Basis of Presentation The unaudited consolidated financial state ments of Valley include the accounts of the Bank and all other entities in which Valley has a controlling financial interest. All intercompany transactions and balances have been eliminated. The accounting and reporting policies of Valley conform to GAAP and general practices within the financial services industry. In accordance with GAAP, Valley does not consolidate statutory trusts established for the sole purpose of issuing trust preferred securities and related trust common securities. 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 September 30, 2025 and for all periods presented have been made. The results of operations for the three and nine months ended September 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. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Valley’s Annual Report. Significant Estimates. In preparing the unaudited consolidated financial statements in conformit y with GAAP, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated. Material estimates that require application of management’s most difficult, subjective or complex judgment and are particularly susceptible to change include: the allowance for credit losses, the evaluation of goodwill and other intangible assets for impairment, and income taxes. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual amounts or results could differ significantly from those estimates. The recent economic environment has increased and may continue to increase the degree of uncertainty inherent in these material estimates. Actual results may differ from those estimates. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date. On July 4, 2025, new federal legislation commonly known as the 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. The enactment of the OBBBA did not have a material impact on Valley's consolidated financial statements for the third quarter 2025. Valley will continue to evaluate certain provisions of the OBBBA that are effective starting in 2026, but they are also not expected to have a material impact on Valley's consolidated financial statements. 10 Note 2. Earnings Per Common Share The following table shows the calculation of both basic and diluted earnings per common share for the three and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands, except for share and per share data) Net income available to common shareholders $ 155,711 $ 91,739 $ 381,033 $ 250,216 Basic weighted average number of common shares outstanding 560,504,275 509,227,538 560,154,649 508,904,353 Plus: Common stock equivalents 3,132,658 2,115,394 3,750,886 1,808,852 Diluted weighted average number of common shares outstanding 563,636,933 511,342,932 563,905,535 510,713,205 Earnings per common share: Basic $ 0.28 $ 0.18 $ 0.68 $ 0.49 Diluted 0.28 0.18 0.68 0.49 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 280 thousand and 3.6 million for the three months ended September 30, 2025 and 2024, respectively, and 267 thousand and 4.0 million for the nine months ended September 30, 2025 and 2024, respectively. Note 3. 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 and nine months ended September 30, 2025 and 2024: Components of Accumulated Other Comprehensive Loss Total Accumulated Other Comprehensive Loss Unrealized Gains and Losses on AFS Securities Unrealized Gains and Losses on Derivatives Defined Benefit Pension and Postretirement Benefit Plans (in thousands) June 30, 2025 $ ( 98,190 ) $ 806 $ ( 22,505 ) $ ( 119,889 ) Other comprehensive income before reclassification 21,206 — — 21,206 Amounts reclassified to earnings ( 1 ) ( 222 ) 104 ( 119 ) Other comprehensive income (loss), net 21,205 ( 222 ) 104 21,087 September 30, 2025 $ ( 76,985 ) $ 584 $ ( 22,401 ) $ ( 98,802 ) June 30, 2024 $ ( 131,299 ) $ 1,682 $ ( 32,996 ) $ ( 162,613 ) Other comprehensive income before reclassification 48,023 — — 48,023 Amounts reclassified to earnings 1 ( 219 ) 36 ( 182 ) Other comprehensive income (loss), net 48,024 ( 219 ) 36 47,841 September 30, 2024 $ ( 83,275 ) $ 1,463 $ ( 32,960 ) $ ( 114,772 ) 11 Components of Accumulated Other Comprehensive Loss Total Accumulated Other Comprehensive Loss Unrealized Gains and Losses on AFS Securities Unrealized Gains and Losses on Derivatives Defined Benefit Pension and Postretirement Benefit Plans (in thousands) December 31, 2024 $ ( 133,898 ) $ 1,245 $ ( 22,681 ) $ ( 155,334 ) Other comprehensive income before reclassification 56,914 — — 56,914 Amounts reclassified to earnings ( 1 ) ( 661 ) 280 ( 382 ) Other comprehensive income (loss), net 56,913 ( 661 ) 280 56,532 September 30, 2025 $ ( 76,985 ) $ 584 $ ( 22,401 ) $ ( 98,802 ) December 31, 2023 $ ( 115,502 ) $ 2,114 $ ( 33,068 ) $ ( 146,456 ) Other comprehensive income before reclassification 32,218 — — 32,218 Amounts reclassified to earnings 9 ( 651 ) 108 ( 534 ) Other comprehensive income (loss), net 32,227 ( 651 ) 108 31,684 September 30, 2024 $ ( 83,275 ) $ 1,463 $ ( 32,960 ) $ ( 114,772 ) 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 nine months ended September 30, 2025 and 2024: Amounts Reclassified from Accumulated Other Comprehensive Loss Three Months Ended September 30, Nine Months Ended September 30, Components of Accumulated Other Comprehensive Loss 2025 2024 2025 2024 Income Statement Line Item (in thousands) Unrealized gains (losses) on AFS securities before tax $ 1 $ ( 1 ) $ 1 $ ( 12 ) Gains on securities transactions, net Tax effect — — — 3 Total net of tax 1 ( 1 ) 1 ( 9 ) Unrealized gains on derivatives (cash flow hedges) before tax $ 307 $ 302 $ 912 $ 899 Interest and fees on loans Tax effect ( 85 ) ( 83 ) ( 251 ) ( 248 ) Total net of tax 222 219 661 651 Defined benefit pension and postretirement benefit plans: Amortization of actuarial net loss ( 143 ) ( 50 ) ( 385 ) ( 149 ) Other non-interest expense Tax effect 39 14 105 41 Total net of tax ( 104 ) ( 36 ) ( 280 ) ( 108 ) Total reclassifications, net of tax $ 119 $ 182 $ 382 $ 534 Note 4. New Authoritative Accounting Guidance ASU No. 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): "Targeted Improvements to the Accounting for Internal-Use Software" clarifies and modernizes the accounting for costs related to internal-use software. The new guidance clarifies the threshold entities apply to begin capitalizing costs and removes all references to project stages in ASC Subtopic 350-40. ASU No. 2025-06 is effective for all entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. The new guidance 12 may be applied using a prospective, retrospective or modified transition approach with early adoption permitted. Valley is currently evaluating the impact of ASU No. 2025-06 on its consolidated financial statements. ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU No. 2024-03 does not change the expense captions an entity presents on the face of the income statement. Subsequently issued ASU No. 2025-01 amended the effective date of ASU No. 2024-03 to require all public business entities to adopt the new guidance for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective application are permitted. Valley is currently evaluating the impact of ASU No. 2024-03 on its consolidated financial statements disclosures. Note 5. Fair Value Measurement of Assets and Liabilities ASC Topic 820, "Fair Value Measurement," establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: • Level 1 - Unadjusted exchange quoted prices in active markets for identical assets or liabilities, or identical liabilities traded as assets that the reporting entity has the ability to access at the measurement date. • Level 2 - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly (i.e., quoted prices on similar assets) for substantially the full term of the asset or liability. • Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at September 30, 2025 and December 31, 2024. The assets presented under “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). 13 September 30, 2025 Fair Value Measurements at Reporting Date Using: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) Recurring fair value measurements: Assets Investment securities: Equity securities $ 23,435 $ 23,435 $ — $ — Equity securities at net asset value (NAV) 10,272 — — — Available for sale debt securities: U.S. Treasury securities 326,744 326,744 — — U.S. government agency securities 39,769 — 39,769 — Obligations of states and political subdivisions 191,009 — 191,009 — Residential mortgage-backed securities 3,326,099 — 3,326,099 — Corporate and other debt securities 233,500 — 233,500 — Total available for sale debt securities 4,117,121 326,744 3,790,377 — Loans held for sale (1) 5,405 — 5,405 — Other assets (2) 187,786 — 187,786 — Total assets $ 4,344,019 $ 350,179 $ 3,983,568 $ — Liabilities Other liabilities (2) $ 194,604 $ — $ 194,604 $ — Total liabilities $ 194,604 $ — $ 194,604 $ — Non-recurring fair value measurements: Non-performing loans held for sale (3) $ 12,687 $ — $ 12,687 $ — Collateral dependent loans 136,544 — — 136,544 Foreclosed assets (3) 5,664 — — 5,664 Total $ 154,895 $ — $ 12,687 $ 142,208 14 Fair Value Measurements at Reporting Date Using: December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) Recurring fair value measurements: Assets Investment securities: Equity securities $ 23,642 $ 23,642 $ — $ — Equity securities at net asset value (NAV) 11,000 — — — Available for sale debt securities: U.S. Treasury securities 291,549 291,549 — — U.S. government agency securities 22,543 — 22,543 — Obligations of states and political subdivisions 192,509 — 192,509 — Residential mortgage-backed securities 2,681,076 — 2,681,076 — Corporate and other debt securities 182,047 — 182,047 — Total available for sale debt securities 3,369,724 291,549 3,078,175 — Loans held for sale (1) 16,931 — 16,931 — Other assets (2) 444,263 — 444,263 — Total assets $ 3,865,560 $ 315,191 $ 3,539,369 $ — Liabilities Other liabilities (2) $ 454,200 $ — $ 454,200 $ — Total liabilities $ 454,200 $ — $ 454,200 $ — Non-recurring fair value measurements: Non-performing loan held for sale (3) $ 8,750 $ — $ 8,750 $ — Collateral dependent loans 139,424 — — 139,424 Foreclosed assets (3) 13,852 — — 13,852 Total $ 162,026 $ — $ 8,750 $ 153,276 (1) Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 5.3 million and $ 16.8 million at September 30, 2025 and December 31, 2024, respectively. (2) Derivative financial instruments are included in this category. (3) Reported at lower of cost or fair value . Assets and Liabilities Measured at Fair Value on a Recurring Basis The following valuation techniques were used for financial instruments measured at fair value on a recurring basis. All the valuation techniques described below apply to the unpaid principal balance, excluding any accrued interest or dividends at the measurement date. Interest income and expense are recorded within the consolidated statements of income depending on the nature of the instrument using the effective interest method based on acquired discount or premium. Equity securities . The equity securities consisted of two publicly traded mutual funds and CRA inves tments. These investments are reported at fair value utilizing Level 1 inputs. Equity securities at NAV . Valley also has privately held CRA funds and investments in entities that develop new financial technologies, including limited liability companies and partnerships. These investments are at fair value measured at NAV using the most recently available financial information from the investee. Certain equity investments without readily determinable fair values, excluded from fair value hierarchy levels in the table above, are measured at NAV per share (or its equivalent) as a practical expedient. 15 Available for sale debt securities. U.S. Treasury securities are reported at fair value utilizing Level 1 inputs. The majority of other investment securities are reported at fair value utilizing Level 2 inputs. The prices for these instruments are obtained through an independent pricing service or dealer market participants with whom Valley has historically transacted both purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the data and assumptions used in pricing the securities by its third party provider to ensure the highest level of significant inputs are derived from market observable data. In addition, Valley reviews the volume and level of activity for a ll AFS debt s ecurities and attempts to identify transactions which may not be orderly or reflective of a significant level of activity and volume. Loans held for sale. Residential mortgage loans originated for sale are reported at fair value using Level 2 inputs. The fair values were calculated utilizing quoted prices for similar assets in active markets. The market prices represent a delivery price, which reflects the underlying price each institution would pay Valley for an immediate sale of an aggregate pool of mortgages. Non-performance risk did not materially impact the fair value of mortgage loans held for sale at September 30, 2025 and December 31, 2024 based on the short duration these assets were held and their credit quality. Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The fair values of Valley’s derivatives are determined using third party prices that are based on discounted cash flow analysis using observed market inputs, such as the SOFR curve, at September 30, 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 September 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 September 30, 2025 and December 31, 2024. See Note 12 for additional details on Valley's derivatives. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis The following valuation techniques were used for certain non-financial assets measured at fair value on a non-recurring basis, including collateral dependent loans reported at the fair value of the underlying collateral and foreclosed assets, which are reported at fair value upon initial recognition or subsequent impairment as described below. Non-performing commercial real estate loans held for sale . During 2023, Valley transferred a non-performing construction loan totaling $ 10.0 million, net of a $ 4.2 million charge-off 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 from a third party broker engaged to solicit interest from potential purchasers. The broker coordinated loan level due diligence with interested parties and established a bidding process in which each participant was required to provide an indicative non-binding bid. Fair value was determined based on a non-binding sale agreement selected by Valley 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 September 30, 2025. During the third quarter 2025, Valley transferred a non-performing construction loan relationship totaling $ 3.9 million, net of a $ 541 thousand charge-off to the allowance for loan losses, to loans held for sale at September 30, 2025. Fair value was determined based on a non-binding sale agreement selected by Valley in the bidding process held by the Bank. 16 During the three months ended March 31, 2025, Valley transferred a non-performing construction loan totaling $ 10.2 million, net of a $ 638 thousand charge-off to the allowance for loan losses, to loans held for sale. During the third quarter 2025, the loan was sold to an unrelated party resulting in a $ 1.3 million loss recognized within net gains on sales of loans for the three and nine months ended September 30, 2025. Collateral dependent loans . Collateral dependent loans are loans where foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and substantially all the repayment is expected from the sale of collateral. Collateral dependent loans are reported at the fair value of the underlying collateral when the fair value is lower than the recorded investment in the loan. Collateral values are estimated using Level 3 inputs, consisting of individual third party appraisals that may be adjusted based on certain discounting criteria. Certain real estate appraisals may be discounted based on specific market data by location and property type. At September 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 $ 197.6 million (including taxi medallion loans totaling $ 48.2 million), were reduced by specific allowance for loan loss allocations totaling $ 61.1 million to a reported total net carrying amount of $ 136.5 million at September 30, 2025. Foreclosed assets . Certain foreclosed assets (consisting of other real estate owned and other repossessed assets included in other assets), upon initial recognition and transfer from loans, are re-measured and reported at fair value using Level 3 inputs, consisting of a third party appraisal less estimated cost to sell. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If further declines in the estimated fair value of an asset occur, the a sset is re-measured and reported at fair value through a write-down recorded in non-interest expense. The re-measurement of foreclosed assets at fair value subsequent to their initial recognition resulted in $ 3.1 million of losses for the nine months ended September 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 nine months ended September 30, 2024. There were no adjustments to the appraisals of foreclosed assets at September 30, 2025 and December 31, 2024. Other Fair Value Disclosures ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The fair value estimates presented in the following table were based on pertinent market data and relevant information on the financial instruments available as of the valuation date. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire portfolio of financial instruments. Because no market exists for a portion of the financial instruments, fair value estimates may be based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For instance, Valley has certain fee-generating business lines (e.g., its mortgage servicing operations or Wealth Management reporting unit) that were not considered in these estimates since these activities are not financial instruments. In addition, the tax implications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates. 17 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 September 30, 2025 and December 31, 2024 were as follows: Fair Value Hierarchy September 30, 2025 December 31, 2024 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Financial assets Cash and due from banks Level 1 $ 376,216 $ 376,216 $ 411,412 $ 411,412 Interest bearing deposits with banks Level 1 994,224 994,224 1,478,713 1,478,713 Equity securities (1) Level 3 44,589 44,589 36,871 36,871 Held to maturity debt securities: U.S. Treasury securities Level 1 — — 25,480 25,461 U.S. government agency securities Level 2 292,897 253,280 301,315 252,302 Obligations of states and political subdivisions Level 2 349,973 326,133 372,489 346,361 Residential mortgage-backed securities Level 2 2,777,381 2,457,228 2,710,642 2,292,148 Trust preferred securities Level 2 36,097 30,586 36,081 29,145 Corporate and other debt securities Level 2 85,108 83,296 86,213 82,867 Total held to maturity debt securities (2) 3,541,456 3,150,523 3,532,220 3,028,284 Net loans Level 3 48,687,823 46,731,393 48,240,861 46,634,654 Accrued interest receivable Level 1 242,861 242,861 239,941 239,941 FRB and FHLB stock (3) Level 2 339,540 339,540 328,497 328,497 Financial liabilities Deposits without stated maturities Level 1 38,905,691 38,905,691 37,733,313 37,733,313 Deposits with stated maturities Level 2 12,270,067 12,319,465 12,342,544 12,363,365 Short-term borrowings Level 2 51,052 48,632 72,718 68,032 Long-term borrowings Level 2 2,905,898 2,878,563 3,174,155 3,109,622 Junior subordinated debentures issued to capital trusts Level 2 57,716 53,354 57,455 54,957 Accrued interest payable (4) Level 1 104,477 104,477 150,564 150,564 (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 were immaterial for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively. (2) The carrying amount is presented gross without the allowance for credit losses. (3) Included in other assets. (4) Included in accrued expenses and other liabilities. Note 6. Investment Securities Equity Securities Equity securities totaled $ 78.3 million and $ 71.5 million at September 30, 2025 and December 31, 2024, respectively. See Note 5 for further details on equity securities. 18 Available for Sale Debt Securities The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities at September 30, 2025 and December 31, 2024 were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) September 30, 2025 U.S. Treasury securities $ 349,355 $ 28 $ ( 22,639 ) $ 326,744 U.S. government agency securities 41,040 21 ( 1,292 ) 39,769 Obligations of states and political subdivisions: Obligations of states and state agencies 45,182 — ( 646 ) 44,536 Municipal bonds 181,217 1 ( 34,745 ) 146,473 Total obligations of states and political subdivisions 226,399 1 ( 35,391 ) 191,009 Residential mortgage-backed securities 3,363,907 30,342 ( 68,150 ) 3,326,099 Corporate and other debt securities 241,468 1,593 ( 9,561 ) 233,500 Total $ 4,222,169 $ 31,985 $ ( 137,033 ) $ 4,117,121 December 31, 2024 U.S. Treasury securities $ 319,551 $ — $ ( 28,002 ) $ 291,549 U.S. government agency securities 24,636 20 ( 2,113 ) 22,543 Obligations of states and political subdivisions: Obligations of states and state agencies 46,211 — ( 682 ) 45,529 Municipal bonds 179,284 — ( 32,304 ) 146,980 Total obligations of states and political subdivisions 225,495 — ( 32,986 ) 192,509 Residential mortgage-backed securities 2,784,895 3,796 ( 107,615 ) 2,681,076 Corporate and other debt securities 197,696 247 ( 15,896 ) 182,047 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 $ 17.0 million and $ 13.1 million at September 30, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. 19 The age of unrealized losses and fair value of the related AFS debt securities at September 30, 2025 and December 31, 2024 were as follows: Less than 12 Months More than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (in thousands) September 30, 2025 U.S. Treasury securities $ — $ — $ 301,335 $ ( 22,639 ) $ 301,335 $ ( 22,639 ) U.S. government agency securities 17,958 ( 43 ) 20,614 ( 1,249 ) 38,572 ( 1,292 ) Obligations of states and political subdivisions: Obligations of states and state agencies — — 5,741 ( 646 ) 5,741 ( 646 ) Municipal bonds — — 137,577 ( 34,745 ) 137,577 ( 34,745 ) Total obligations of states and political subdivisions — — 143,318 ( 35,391 ) 143,318 ( 35,391 ) Residential mortgage-backed securities 189,309 ( 367 ) 706,670 ( 67,783 ) 895,979 ( 68,150 ) Corporate and other debt securities 18,862 ( 88 ) 148,545 ( 9,473 ) 167,407 ( 9,561 ) Total $ 226,129 $ ( 498 ) $ 1,320,482 $ ( 136,535 ) $ 1,546,611 $ ( 137,033 ) December 31, 2024 U.S. Treasury securities $ — $ — $ 291,549 $ ( 28,002 ) $ 291,549 $ ( 28,002 ) U.S. government agency securities — — 21,281 ( 2,113 ) 21,281 ( 2,113 ) Obligations of states and political subdivisions: Obligations of states and state agencies — — 6,208 ( 682 ) 6,208 ( 682 ) Municipal bonds — — 139,216 ( 32,304 ) 139,216 ( 32,304 ) Total obligations of states and political subdivisions — — 145,424 ( 32,986 ) 145,424 ( 32,986 ) Residential mortgage-backed securities 1,483,442 ( 22,242 ) 501,858 ( 85,373 ) 1,985,300 ( 107,615 ) Corporate and other debt securities — — 166,800 ( 15,896 ) 166,800 ( 15,896 ) 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 630 and 726 at September 30, 2025 and December 31, 2024, respectively. As of September 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 $ 988.1 million. 20 Contractual Maturities The contractual maturities of AFS debt securities at September 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. September 30, 2025 Amortized Cost Fair Value (in thousands) Due in one year $ 180,068 $ 179,422 Due after one year through five years 164,880 162,294 Due after five years through ten years 220,989 211,315 Due after ten years 292,325 237,991 Residential mortgage-backed securities 3,363,907 3,326,099 Total $ 4,222,169 $ 4,117,121 The weighted average remaining expected life for AFS residential mortgage-backed securities was 7.45 years at September 30, 2025. Impairment Analysis of Available For Sale Debt Securities Valley's AFS debt securities portfolio includes corporate bonds and revenue bonds, among other securities. These types of securities may pose a higher risk of future impairment charges by Valley due to various factors such as the unpredictable nature of the U.S. economy and its potential negative effect on the future performance of the security issuers. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. Valley also evaluated AFS debt securities that were in an unrealized loss position as of September 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 nine months ended September 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 September 30, 2025. As a result, there was no allowance for credit losses f or AFS debt securities at September 30, 2025 and December 31, 2024. 21 Held to Maturity Debt Securities The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at September 30, 2025 and December 31, 2024 were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Net Carrying Value (in thousands) September 30, 2025 U.S. government agency securities $ 292,897 $ — $ ( 39,617 ) $ 253,280 $ — $ 292,897 Obligations of states and political subdivisions: Obligations of states and state agencies 62,184 384 ( 3,512 ) 59,056 1 62,183 Municipal bonds 287,789 22 ( 20,734 ) 267,077 69 287,720 Total obligations of states and political subdivisions 349,973 406 ( 24,246 ) 326,133 70 349,903 Residential mortgage-backed securities 2,777,381 9,440 ( 329,593 ) 2,457,228 — 2,777,381 Trust preferred securities 36,097 — ( 5,511 ) 30,586 411 35,686 Corporate and other debt securities 85,108 — ( 1,812 ) 83,296 156 84,952 Total $ 3,541,456 $ 9,846 $ ( 400,779 ) $ 3,150,523 $ 637 $ 3,540,819 December 31, 2024 U.S. Treasury securities $ 25,480 $ — $ ( 19 ) $ 25,461 $ — $ 25,480 U.S. government agency securities 301,315 — ( 49,013 ) 252,302 — 301,315 Obligations of states and political subdivisions: Obligations of states and state agencies 68,025 — ( 5,335 ) 62,690 2 68,023 Municipal bonds 304,464 9 ( 20,802 ) 283,671 48 304,416 Total obligations of states and political subdivisions 372,489 9 ( 26,137 ) 346,361 50 372,439 Residential mortgage-backed securities 2,710,642 2,088 ( 420,582 ) 2,292,148 — 2,710,642 Trust preferred securities 36,081 — ( 6,936 ) 29,145 414 35,667 Corporate and other debt securities 86,213 10 ( 3,356 ) 82,867 183 86,030 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 $ 11.9 million and $ 13.0 million at September 30, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. HTM debt securities are carried net of an allowance for credit losses (as shown in the table above). 22 The age of unrealized losses and fair value of related HTM debt securities at September 30, 2025 and December 31, 2024 were as follows: Less than 12 Months More than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (in thousands) September 30, 2025 U.S. government agency securities $ 18,376 $ ( 33 ) $ 234,820 $ ( 39,584 ) $ 253,196 $ ( 39,617 ) Obligations of states and political subdivisions: Obligations of states and state agencies 5,932 ( 68 ) 34,333 ( 3,444 ) 40,265 ( 3,512 ) Municipal bonds 9,909 ( 1,446 ) 187,990 ( 19,288 ) 197,899 ( 20,734 ) Total obligations of states and political subdivisions 15,841 ( 1,514 ) 222,323 ( 22,732 ) 238,164 ( 24,246 ) Residential mortgage-backed securities 59,991 ( 172 ) 1,898,012 ( 329,421 ) 1,958,003 ( 329,593 ) Trust preferred securities — — 30,586 ( 5,511 ) 30,586 ( 5,511 ) Corporate and other debt securities 17,000 — 61,296 ( 1,812 ) 78,296 ( 1,812 ) Total $ 111,208 $ ( 1,719 ) $ 2,447,037 $ ( 399,060 ) $ 2,558,245 $ ( 400,779 ) December 31, 2024 U.S. Treasury securities $ 25,461 $ ( 19 ) $ — $ — $ 25,461 $ ( 19 ) U.S. government agency securities 22,621 ( 75 ) 229,143 ( 48,938 ) 251,764 ( 49,013 ) Obligations of states and political subdivisions: Obligations of states and state agencies 20,632 ( 517 ) 42,058 ( 4,818 ) 62,690 ( 5,335 ) Municipal bonds 36,766 ( 440 ) 210,723 ( 20,362 ) 247,489 ( 20,802 ) Total obligations of states and political subdivisions 57,398 ( 957 ) 252,781 ( 25,180 ) 310,179 ( 26,137 ) Residential mortgage-backed securities 216,651 ( 2,687 ) 1,917,644 ( 417,895 ) 2,134,295 ( 420,582 ) Trust preferred securities — — 29,145 ( 6,936 ) 29,145 ( 6,936 ) Corporate and other debt securities 5,977 ( 23 ) 63,879 ( 3,333 ) 69,856 ( 3,356 ) 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 704 and 798 at September 30, 2025 and December 31, 2024, respectively. As of September 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 September 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. 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. 23 September 30, 2025 Amortized Cost Fair Value (in thousands) Due in one year $ 58,761 $ 58,459 Due after one year through five years 30,364 30,347 Due after five years through ten years 163,250 156,951 Due after ten years 511,700 447,538 Residential mortgage-backed securities 2,777,381 2,457,228 Total $ 3,541,456 $ 3,150,523 The weighted-average remaining expected life for HTM residential mortgage-backed securitie s was 8.88 years at September 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 September 30, 2025 and December 31, 2024. AAA/AA/A Rated BBB rated Non-rated Total (in thousands) September 30, 2025 U.S. government agency securities $ 292,897 $ — $ — $ 292,897 Obligations of states and political subdivisions: Obligations of states and state agencies 48,366 — 13,818 62,184 Municipal bonds 241,282 — 46,507 287,789 Total obligations of states and political subdivisions 289,648 — 60,325 349,973 Residential mortgage-backed securities 2,777,381 — — 2,777,381 Trust preferred securities — — 36,097 36,097 Corporate and other debt securities — 3,000 82,108 85,108 Total $ 3,359,926 $ 3,000 $ 178,530 $ 3,541,456 December 31, 2024 U.S. Treasury securities $ 25,480 $ — $ — $ 25,480 U.S. government agency securities 301,315 — — 301,315 Obligations of states and political subdivisions: Obligations of states and state agencies 52,770 — 15,255 68,025 Municipal bonds 277,921 — 26,543 304,464 Total obligations of states and political subdivisions 330,691 — 41,798 372,489 Residential mortgage-backed securities 2,710,642 — — 2,710,642 Trust preferred securities — — 36,081 36,081 Corporate and other debt securities — 6,000 80,213 86,213 Total $ 3,368,128 $ 6,000 $ 158,092 $ 3,532,220 Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations. At September 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. Corporate bonds consist of debt primarily issued by banks. 24 Allowance for Credit Losses for Held to Maturity Debt Securities Valley has zero loss expectation for certain securities within the HTM portfolio, and therefore it is not required to estimate an allowance for credit losses related to these securities under the CECL standard. After an evaluation of qualitative factors, Valley identified the following security types which it believes qualify for this exclusion: U.S. Treasury securities, U.S. government agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds. To measure the expected credit losses on HTM debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third party. The following table details the activity in the allowance for credit losses for HTM securities for the three and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) Beginning balance $ 637 $ 1,090 $ 647 $ 1,205 Provision (credit) for credit losses — ( 14 ) ( 10 ) ( 129 ) Ending balance $ 637 $ 1,076 $ 637 $ 1,076 There were no net charge-offs of HTM debt securities in the respective periods presented in the table above. Note 7. Loans and Allowance for Credit Losses for Loans The details of the loan portfolio as of September 30, 2025 and December 31, 2024 were as follows: September 30, 2025 December 31, 2024 (in thousands) Loans: Commercial and industrial $ 10,757,857 $ 9,931,400 Commercial real estate: Commercial real estate 26,166,116 26,530,225 Construction 2,517,258 3,114,733 Total commercial real estate loans 28,683,374 29,644,958 Residential mortgage 5,795,395 5,632,516 Consumer: Home equity 655,872 604,433 Automobile 2,191,976 1,901,065 Other consumer 1,188,349 1,085,339 Total consumer loans 4,036,197 3,590,837 Total loans $ 49,272,823 $ 48,799,711 Total loans include net unearned discounts and deferred loan fees of $ 15.1 million and $ 45.3 million at September 30, 2025 and December 31, 2024, respectively. Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 207.8 million and $ 208.9 million at September 30, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. 25 Loans Portfolio Sales and Transfers to Loans Held for Sale Valley sells residential mortgage loans originated for sale (at fair value) primarily to Fannie Mae and Freddie Mac in the normal course of business. Under certain circumstances, Valley may decide to sell loans that were not originated with the intent to sell, including both performing and non-performing loans. During the nine months ended September 30, 2025, Valley transferred non-performing construction loan relationships totaling $ 14.1 million from the held for investment loan portfolio to loans held for sale, of which $ 10.2 million was sold during the three months ended September 30, 2025. See Note 5 for further details. See Valley’s Annual Report for details regarding transfers and sales of loans for the year ended December 31, 2024. Credit Risk Management Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk appetite. Management reviews and approves these policies and procedures on a regular basis with subsequent approval by the Board annually. Credit authority relating to a significant dollar percentage of the overall portfolio is centralized and controlled by the Credit Risk Management Division and by the Credit Committee. Loan portfolio diversification is an important factor utilized by Valley to manage its risk across business sectors and through cyclical economic circumstances. Additionally, Valley does not accept crypto assets as loan collateral for any of its loan portfolio classes. See Valley’s Annual Report for further details. Credit Quality The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at September 30, 2025 and December 31, 2024: Past Due and Non-Accrual Loans 30-59 Days Past Due Loans 60-89 Days Past Due Loans 90 Days or More Past Due Loans Non-Accrual Loans Total Past Due Loans Current Loans Total Loans Non-Accrual Loans Without Allowance for Loan Losses (in thousands) September 30, 2025 Commercial and industrial $ 912 $ 1,061 $ — $ 92,214 $ 94,187 $ 10,663,670 $ 10,757,857 $ 18,785 Commercial real estate: Commercial real estate 26,371 6,033 — 235,754 268,158 25,897,958 26,166,116 136,551 Construction — — — 48,248 48,248 2,469,010 2,517,258 34,888 Total commercial real estate loans 26,371 6,033 — 284,002 316,406 28,366,968 28,683,374 171,439 Residential mortgage 23,556 5,040 3,911 38,949 71,456 5,723,939 5,795,395 29,646 Consumer loans: Home equity 544 828 — 6,033 7,405 648,467 655,872 2,944 Automobile 8,983 1,548 679 279 11,489 2,180,487 2,191,976 — Other consumer 3,201 1,647 446 12 5,306 1,183,043 1,188,349 — Total consumer loans 12,728 4,023 1,125 6,324 24,200 4,011,997 4,036,197 2,944 Total $ 63,567 $ 16,157 $ 5,036 $ 421,489 $ 506,249 $ 48,766,574 $ 49,272,823 $ 222,814 26 Past Due and Non-Accrual Loans 30-59 Days Past Due Loans 60-89 Days Past Due Loans 90 Days or More Past Due Loans Non-Accrual Loans Total Past Due Loans Current Loans Total Loans Non-Accrual Loans Without Allowance for Loan Losses (in thousands) December 31, 2024 Commercial and industrial $ 2,389 $ 1,007 $ 1,307 $ 136,675 $ 141,378 $ 9,790,022 $ 9,931,400 $ 15,947 Commercial real estate: Commercial real estate 20,902 24,903 — 157,231 203,036 26,327,189 26,530,225 91,095 Construction — — — 24,591 24,591 3,090,142 3,114,733 5,002 Total commercial real estate loans 20,902 24,903 — 181,822 227,627 29,417,331 29,644,958 96,097 Residential mortgage 21,295 5,773 3,533 36,786 67,387 5,565,129 5,632,516 23,543 Consumer loans: Home equity 1,651 181 — 3,961 5,793 598,640 604,433 1,341 Automobile 8,583 1,346 407 230 10,566 1,890,499 1,901,065 — Other consumer 2,318 2,957 642 24 5,941 1,079,398 1,085,339 — Total consumer loans 12,552 4,484 1,049 4,215 22,300 3,568,537 3,590,837 1,341 Total $ 57,138 $ 36,167 $ 5,889 $ 359,498 $ 458,692 $ 48,341,019 $ 48,799,711 $ 136,928 Credit quality indicators. Valley utilizes an internal loan classification system as a means of reporting problem loans within commercial and industrial, commercial real estate, and construction loan portfolio classes. Under Valley’s internal risk rating system, loan relationships could be classified as “Pass,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss.” Substandard loans include loans that exhibit well-defined weakness and are characterized by the distinct possibility that Valley will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. Loans classified as Loss are those considered uncollectible with insignificant value and are charged-off immediately to the allowance for loan losses and, therefore, not presented in the table below. Loans that do not currently pose a sufficient risk to warrant classification in one of the aforementioned categories but pose weaknesses that deserve management’s close attention are deemed Special Mention. Pass rated loans do not currently pose any identified risk and can range from the highest to average quality, depending on the degree of potential risk. Risk ratings are updated any time the situation warrants. 27 The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at September 30, 2025 and December 31, 2024, as well as the gross loan charge- offs by year of origination for the nine months ended September 30, 2025 and for the year ended December 31, 2024: Term Loans Amortized Cost Basis by Origination Year September 30, 2025 2025 2024 2023 2022 2021 Prior to 2021 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total (in thousands) Commercial and industrial Risk Rating: Pass $ 1,152,491 $ 1,458,777 $ 720,721 $ 555,773 $ 352,012 $ 577,220 $ 5,242,931 $ 9,715 $ 10,069,640 Special Mention 1,065 25,208 5,127 8,122 10,176 6,908 161,230 7,425 225,261 Substandard — 22,611 27,522 63,018 13,150 63,455 196,303 19,793 405,852 Doubtful — — 5,452 3 322 49,050 2,277 — 57,104 Total commercial and industrial $ 1,153,556 $ 1,506,596 $ 758,822 $ 626,916 $ 375,660 $ 696,633 $ 5,602,741 $ 36,933 $ 10,757,857 Commercial real estate Risk Rating: Pass $ 1,609,537 $ 1,964,384 $ 2,605,451 $ 4,947,176 $ 3,511,719 $ 7,671,234 $ 527,891 $ 52,134 $ 22,889,526 Special Mention 2,385 150,587 247,472 263,298 142,029 291,848 126,364 — 1,223,983 Substandard — 89,703 216,663 369,918 379,021 830,924 123,377 66 2,009,672 Doubtful — — 3,060 — 29,300 10,575 — — 42,935 Total commercial real estate $ 1,611,922 $ 2,204,674 $ 3,072,646 $ 5,580,392 $ 4,062,069 $ 8,804,581 $ 777,632 $ 52,200 $ 26,166,116 Construction Risk Rating: Pass $ 447,477 $ 536,548 $ 230,253 $ 315,070 $ 59,043 $ 52,380 $ 551,588 $ 17,574 $ 2,209,933 Special Mention 1,736 10,864 21,494 1,711 23,029 — 79,161 7,011 145,006 Substandard — 20,158 33,533 8,947 5,688 8,533 52,504 32,956 162,319 Total construction $ 449,213 $ 567,570 $ 285,280 $ 325,728 $ 87,760 $ 60,913 $ 683,253 $ 57,541 $ 2,517,258 Gross loan charge-offs $ — $ 6,848 $ 3,679 $ 9,746 $ 14,812 $ 22,627 $ 23,450 $ 15,591 $ 96,753 28 Term Loans Amortized Cost Basis by Origination Year December 31, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total (in thousands) Commercial and industrial Risk Rating: Pass $ 1,769,585 $ 828,087 $ 703,962 $ 476,091 $ 246,992 $ 392,834 $ 4,804,095 $ 6,006 $ 9,227,652 Special Mention 30,755 3,553 59,434 11,646 270 72,514 147,254 10,762 336,188 Substandard 24,613 13,479 9,415 4,296 2,813 7,382 201,053 39,011 302,062 Doubtful — 8,911 4 928 — 52,064 3,591 — 65,498 Total commercial and industrial $ 1,824,953 $ 854,030 $ 772,815 $ 492,961 $ 250,075 $ 524,794 $ 5,155,993 $ 55,779 $ 9,931,400 Commercial real estate Risk Rating: Pass $ 2,097,314 $ 2,941,270 $ 5,310,807 $ 3,883,333 $ 2,302,480 $ 6,086,608 $ 597,266 $ 78,621 $ 23,297,699 Special Mention 156,394 380,852 289,669 192,614 55,739 327,732 141,164 — 1,544,164 Substandard 84,410 107,944 387,638 288,906 236,927 520,858 11,167 — 1,637,850 Doubtful — 3,060 — 35,756 9,813 1,883 — — 50,512 Total commercial real estate $ 2,338,118 $ 3,433,126 $ 5,988,114 $ 4,400,609 $ 2,604,959 $ 6,937,081 $ 749,597 $ 78,621 $ 26,530,225 Construction Risk Rating: Pass $ 545,597 $ 680,260 $ 334,899 $ 92,765 $ 17,955 $ 45,161 $ 1,224,698 $ 58,644 $ 2,999,979 Special Mention 13,278 — 664 5,069 — 2,504 16,691 — 38,206 Substandard 9,835 — 8,950 4,942 — — 43,474 — 67,201 Doubtful — — 2,074 — 7,273 — — — 9,347 Total construction $ 568,710 $ 680,260 $ 346,587 $ 102,776 $ 25,228 $ 47,665 $ 1,284,863 $ 58,644 $ 3,114,733 Gross loan charge-offs $ 706 $ 31,809 $ 7,523 $ 44,610 $ 66,632 $ 49,436 $ 3,930 $ 2,148 $ 206,794 29 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 September 30, 2025 and December 31, 2024, as well as the gross loan charge-offs by year of origination for the nine months ended September 30, 2025 and for the year ended December 31, 2024: Term Loans Amortized Cost Basis by Origination Year September 30, 2025 2025 2024 2023 2022 2021 Prior to 2021 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total (in thousands) Residential mortgage Performing $ 411,987 $ 392,962 $ 401,736 $ 1,252,483 $ 1,368,109 $ 1,860,235 $ 83,791 $ — $ 5,771,303 90 days or more past due — 315 982 4,691 1,169 16,254 — 681 24,092 Total residential mortgage $ 411,987 $ 393,277 $ 402,718 $ 1,257,174 $ 1,369,278 $ 1,876,489 $ 83,791 $ 681 $ 5,795,395 Consumer loans Home equity Performing $ 18,476 $ 21,315 $ 25,613 $ 34,452 $ 9,411 $ 53,239 $ 482,676 $ 7,441 $ 652,623 90 days or more past due — — 1,437 1,004 1 573 — 234 3,249 Total home equity 18,476 21,315 27,050 35,456 9,412 53,812 482,676 7,675 655,872 Automobile Performing $ 861,672 $ 646,121 $ 245,030 $ 244,518 $ 123,004 $ 70,676 $ — $ — $ 2,191,021 90 days or more past due 191 214 245 147 44 114 — — 955 Total automobile 861,863 646,335 245,275 244,665 123,048 70,790 — — 2,191,976 Other consumer Performing $ 7,242 $ 10,736 $ 18,133 $ 12,942 $ 4,598 $ 62,862 $ 1,055,386 $ 16,247 $ 1,188,146 90 days or more past due — — 29 36 — — — 138 203 Total other consumer 7,242 10,736 18,162 12,978 4,598 62,862 1,055,386 16,385 1,188,349 Total consumer $ 887,581 $ 678,386 $ 290,487 $ 293,099 $ 137,058 $ 187,464 $ 1,538,062 $ 24,060 $ 4,036,197 Gross loan charge-offs $ 71 $ 1,578 $ 788 $ 751 $ 320 $ 2,285 $ — $ 110 $ 5,903 30 Term Loans Amortized Cost Basis by Origination Year December 31, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total (in thousands) Residential mortgage Performing $ 428,138 $ 413,528 $ 1,282,524 $ 1,420,835 $ 494,430 $ 1,490,512 $ 75,479 $ 954 $ 5,606,400 90 days or more past due 530 771 1,030 1,533 5,286 16,285 — 681 26,116 Total residential mortgage $ 428,668 $ 414,299 $ 1,283,554 $ 1,422,368 $ 499,716 $ 1,506,797 $ 75,479 $ 1,635 $ 5,632,516 Consumer loans Home equity Performing $ 22,947 $ 29,445 $ 38,774 $ 10,302 $ 3,340 $ 50,613 $ 438,817 $ 9,061 $ 603,299 90 days or more past due — 48 51 1 — 855 — 179 1,134 Total home equity 22,947 29,493 38,825 10,303 3,340 51,468 438,817 9,240 604,433 Automobile Performing $ 863,281 $ 343,203 $ 363,901 $ 211,294 $ 59,288 $ 59,512 $ — $ — $ 1,900,479 90 days or more past due 71 122 140 70 2 181 — — 586 Total automobile 863,352 343,325 364,041 211,364 59,290 59,693 — — 1,901,065 Other consumer Performing $ 15,164 $ 25,884 $ 15,787 $ 1,588 $ 337 $ 53,917 $ 956,339 $ 15,917 $ 1,084,933 90 days or more past due — 59 61 — — 38 — 248 406 Total other consumer 15,164 25,943 15,848 1,588 337 53,955 956,339 16,165 1,085,339 Total consumer $ 901,463 $ 398,761 $ 418,714 $ 223,255 $ 62,967 $ 165,116 $ 1,395,156 $ 25,405 $ 3,590,837 Gross loan charge-offs $ 1,014 $ 1,883 $ 1,511 $ 1,015 $ 519 $ 2,245 $ — $ 131 $ 8,318 31 Loan modifications to borrowers experiencing financial difficulty. From time to time, Valley may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers who may be experiencing financial difficulties. The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at September 30, 2025 that were modified during the three and nine months ended September 30, 2025 and 2024, disaggregated by class of financing receivable and type of modification. Interest rate reduction Term extension Term extension and interest rate reduction Term extension and principal forgiveness Other than Insignificant Payment Delay Total % of Total Loan Class ($ in thousands) Three Months Ended September 30, 2025 Commercial and industrial $ — $ 26,992 $ 10,375 $ — $ 296 $ 37,663 0.35 % Commercial real estate — 30,252 — — 108,104 138,356 0.53 Residential mortgage — 668 — — — 668 0.01 Total $ — $ 57,912 $ 10,375 $ — $ 108,400 $ 176,687 0.36 % Three Months Ended September 30, 2024 Commercial and industrial $ 924 $ 7,556 $ — $ — $ — $ 8,480 0.09 % Commercial real estate — 36,800 — — 111,204 148,004 0.55 Total $ 924 $ 44,356 $ — $ — $ 111,204 $ 156,484 0.32 % Nine Months Ended September 30, 2025 Commercial and industrial $ — $ 37,134 $ 10,375 $ — $ 4,866 $ 52,375 0.49 % Commercial real estate — 34,949 991 20,573 108,497 165,010 0.63 Residential mortgage — 668 — — — 668 0.01 Total $ — $ 72,751 $ 11,366 $ 20,573 $ 113,363 $ 218,053 0.44 % Nine Months Ended September 30, 2024 Commercial and industrial $ 924 $ 87,427 $ 133 $ — $ — $ 88,484 0.90 % Commercial real estate — 37,006 16,221 — 111,204 164,431 0.61 Residential mortgage — 869 — — — 869 0.02 Total $ 924 $ 125,302 $ 16,354 $ — $ 111,204 $ 253,784 0.51 % 32 The following table describes the types of modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 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 September 30, 2025 Commercial and industrial 0.13 % 13 $ — 11 Commercial real estate — 3 — 2 Residential mortgage — 83 — — Three Months Ended September 30, 2024 Commercial and industrial 3.41 % 18 $ — — Commercial real estate — 20 — 12 Nine Months Ended September 30, 2025 Commercial and industrial 0.13 % 14 $ — 6 Commercial real estate 5.50 15 17,500 * 2 Residential mortgage — 83 — — Nine Months Ended September 30, 2024 Commercial and industrial 3.10 % 9 $ — — Commercial real estate 1.06 18 — 12 Residential mortgage — 50 — — Home equity — 120 — — * Relates to one loan that was partially charged off during the fourth quarter 2024 with the subsequent execution of the corresponding principal forgiveness completed in the first quarter 2025. 33 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 September 30, 2025 and 2024. Current 30-89 Days Past Due 90 Days or More Past Due Total September 30, 2025 ($ in thousands) Commercial and industrial $ 111,231 * $ — $ — $ 111,231 Commercial real estate 167,906 * 15,043 — 182,949 Residential mortgage 1,525 134 — 1,659 Total $ 280,662 $ 15,177 $ — $ 295,839 September 30, 2024 Commercial and industrial $ 91,411 * $ — $ — $ 91,411 Commercial real estate 210,565 180 2,153 * 212,898 Residential mortgage 869 * — — 869 Total $ 302,845 $ 180 $ 2,153 $ 305,178 * Includes non-accrual loans. T he following table provides the amortized cost basis of loans that had a payment default and were modified in the 12 months before default to borrowers experiencing financial difficulty. September 30, 2025 Term extension Nine Months Ended September 30, 2024 (in thousands) Commercial real estate $ 2,153 Total $ 2,153 Loans in process of foreclosure. OREO balance totaled $ 4.8 million and $ 12.2 million at September 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 $ 2.9 million and $ 4.6 million at September 30, 2025 and December 31, 2024, respectively. Collateral dependent loans. Loans are collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. When Valley determines that 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. 34 The following table presents collateral dependent loans by class as of September 30, 2025 and December 31, 2024: September 30, 2025 December 31, 2024 (in thousands) Collateral dependent loans: Commercial and industrial * $ 109,903 $ 131,898 Commercial real estate 233,967 156,825 Construction 34,888 15,841 Total commercial real estate loans 268,855 172,666 Residential mortgage 29,896 23,797 Home equity 2,945 1,341 Total $ 411,599 $ 329,702 * Includes non-accrual loans collateralized by taxi medallions totaling $ 48.2 million and $ 49.5 million at September 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 September 30, 2025 and December 31, 2024: September 30, 2025 December 31, 2024 (in thousands) Components of allowance for credit losses for loans: Allowance for loan losses $ 585,000 $ 558,850 Allowance for unfunded credit commitments 13,604 14,478 Total allowance for credit losses for loans $ 598,604 $ 573,328 The following table summarizes the provision for credit losses for loans for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) Components of provision for credit losses for loans: Provision for loan losses $ 20,087 $ 71,925 $ 120,515 $ 205,549 (Credit) provision for unfunded credit commitments ( 916 ) 3,113 ( 874 ) ( 3,126 ) Total provision for credit losses for loans $ 19,171 $ 75,038 $ 119,641 $ 202,423 35 The following table details the activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2025 and 2024: Commercial and Industrial Commercial Real Estate Residential Mortgage Consumer Total (in thousands) Three Months Ended September 30, 2025 Allowance for loan losses: Beginning balance $ 173,415 $ 334,979 $ 48,830 $ 22,276 $ 579,500 Loans charged-off ( 2,745 ) ( 12,317 ) ( 26 ) ( 1,478 ) ( 16,566 ) Charged-off loans recovered 1,169 206 56 548 1,979 Net (charge-offs) recoveries ( 1,576 ) ( 12,111 ) 30 ( 930 ) ( 14,587 ) (Credit) provision for loan losses ( 9,991 ) 26,725 2,234 1,119 20,087 Ending balance $ 161,848 $ 349,593 $ 51,094 $ 22,465 $ 585,000 Three Months Ended September 30, 2024 Allowance for loan losses: Beginning balance $ 149,243 $ 301,093 $ 47,697 $ 21,277 $ 519,310 Loans charged-off ( 7,501 ) ( 38,123 ) — ( 2,597 ) ( 48,221 ) Charged-off loans recovered 3,162 1,601 29 521 5,313 Net (charge-offs) recoveries ( 4,339 ) ( 36,522 ) 29 ( 2,076 ) ( 42,908 ) Provision for loan losses 21,461 44,457 3,819 2,188 71,925 Ending balance $ 166,365 $ 309,028 $ 51,545 $ 21,389 $ 548,327 Nine Months Ended September 30, 2025 Allowance for loan losses: Beginning balance $ 173,002 $ 304,148 $ 58,895 $ 22,805 $ 558,850 Loans charged-off ( 56,390 ) ( 40,363 ) ( 72 ) ( 5,831 ) ( 102,656 ) Charged-off loans recovered 4,768 1,098 261 2,164 8,291 Net (charge-offs) recoveries ( 51,622 ) ( 39,265 ) 189 ( 3,667 ) ( 94,365 ) Provision (credit) for loan losses 40,468 84,710 ( 7,990 ) 3,327 120,515 Ending balance $ 161,848 $ 349,593 $ 51,094 $ 22,465 $ 585,000 Nine Months Ended September 30, 2024 Allowance for loan losses: Beginning balance $ 133,359 $ 249,598 $ 42,957 $ 20,166 $ 446,080 Loans charged-off ( 36,515 ) ( 69,277 ) — ( 5,668 ) ( 111,460 ) Charged-off loans recovered 4,586 1,992 59 1,521 8,158 Net (charge-offs) recoveries ( 31,929 ) ( 67,285 ) 59 ( 4,147 ) ( 103,302 ) Provision for loan losses 64,935 126,715 8,529 5,370 205,549 Ending balance $ 166,365 $ 309,028 $ 51,545 $ 21,389 $ 548,327 36 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 September 30, 2025 and December 31, 2024. Commercial and Industrial Commercial Real Estate Residential Mortgage Consumer Total (in thousands) September 30, 2025 Allowance for loan losses: Individually evaluated for credit losses $ 43,057 $ 18,019 $ 23 $ — $ 61,099 Collectively evaluated for credit losses 118,791 331,574 51,071 22,465 523,901 Total $ 161,848 $ 349,593 $ 51,094 $ 22,465 $ 585,000 Loans: Individually evaluated for credit losses $ 109,903 $ 268,855 $ 29,896 $ 2,945 $ 411,599 Collectively evaluated for credit losses 10,647,954 28,414,519 5,765,499 4,033,252 48,861,224 Total $ 10,757,857 $ 28,683,374 $ 5,795,395 $ 4,036,197 $ 49,272,823 December 31, 2024 Allowance for loan losses: Individually evaluated for credit losses $ 59,603 $ 16,225 $ 27 $ — $ 75,855 Collectively evaluated for credit losses 113,399 287,923 58,868 22,805 482,995 Total $ 173,002 $ 304,148 $ 58,895 $ 22,805 $ 558,850 Loans: Individually evaluated for credit losses $ 131,898 $ 172,666 $ 23,797 $ 1,341 $ 329,702 Collectively evaluated for credit losses 9,799,502 29,472,292 5,608,719 3,589,496 48,470,009 Total $ 9,931,400 $ 29,644,958 $ 5,632,516 $ 3,590,837 $ 48,799,711 Note 8. Goodwill and Other Intangible Assets The carrying amounts of goodwill allocated to Valley's reporting units at both September 30, 2025 and December 31, 2024, were as follows: Reporting Unit * Wealth Management Consumer Banking Commercial Banking Total (in thousands) $ 78,142 $ 349,646 $ 1,441,148 $ 1,868,936 * The Wealth Management and Consumer Banking reporting units are both components of the overall Consumer Banking operating segment, which is further described in Note 15 . During the second quarter 2025, Valley performed the annual goodwill impairment test at its normal assessment date, which resulted in no impairment of goodwill. During the nine months ended September 30, 2025 , there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount. There was no imp airment of goodwill recognized during the three and nine months ended September 30, 2025 and 2024. 37 The following table summarizes other intangible assets as of September 30, 2025 and December 31, 2024: Gross Intangible Assets Accumulated Amortization Net Intangible Assets (in thousands) September 30, 2025 Loan servicing rights $ 127,949 $ ( 107,760 ) $ 20,189 Core deposits 215,620 ( 154,070 ) 61,550 Other 50,393 ( 24,474 ) 25,919 Total other intangible assets $ 393,962 $ ( 286,304 ) $ 107,658 December 31, 2024 Loan servicing rights $ 125,961 $ ( 104,833 ) $ 21,128 Core deposits 215,620 ( 138,080 ) 77,540 Other 50,393 ( 20,400 ) 29,993 Total other intangible assets $ 391,974 $ ( 263,313 ) $ 128,661 Loan servicing rights are accounted for using the amortization method. Under this method, Valley amortizes the loan servicing assets over the period of the economic life of the assets arising from estimated net servicing revenues. On a quarterly basis, Valley stratifies its loan servicing assets into groupings based on risk characteristics and assesses each group for impairment based on fair value. 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 and nine months ended September 30, 2025 and 2024. Core deposits are amortized using an accelerated method over a period of 10.0 years. The line item labeled “Other” included in the table above primarily consists of customer lists, certain financial asset servicing contracts and covenants not to compete, which are amortized over their expected lives generally using a straight-line method and have a weighted average amortization period of approximately 13.6 years. 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 and nine months ended September 30, 2025 and 2024. The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2025 through 2029: Year Loan Servicing Rights Core Deposits Other (in thousands) 2025 $ 661 $ 5,058 $ 1,306 2026 2,478 17,223 4,805 2027 2,182 13,544 4,205 2028 1,905 10,117 3,633 2029 1,670 7,500 3,081 Valley recognized amortization expense on other intangible assets totaling approximately $ 7.5 million and $ 8.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 23.0 million and $ 26.7 million for the nine months ended September 30, 2025 and 2024, respectively. 38 Note 9. Deposits Included in time deposits are certificates of deposit over $250 thousand totaling $ 2.6 billion and $ 2.4 billion at September 30, 2025 and December 31, 2024, respectively. The scheduled maturities of time deposits as of September 30, 2025 were as follows: Year Amount (in thousands) 2025 $ 4,002,300 2026 5,428,857 2027 2,035,837 2028 753,900 2029 28,681 Thereafter 20,492 Total time deposits $ 12,270,067 Note 10. Borrowed Funds Short-Term Borrowings Short-term borrowings at September 30, 2025 and December 31, 2024 consisted of the following: September 30, 2025 December 31, 2024 (in thousands) Securities sold under agreements to repurchase $ 51,052 $ 72,718 Long-Term Borrowings Long-term borrowings at September 30, 2025 and December 31, 2024 consisted of the following: September 30, 2025 December 31, 2024 (in thousands) FHLB advances, net $ 2,463,604 $ 2,526,608 Subordinated debt, net * 442,294 647,547 Total long-term borrowings $ 2,905,898 $ 3,174,155 * Subordinated debt is reported net of debt issuance costs and fair value hedging adjustments at both September 30, 2025 and December 31, 2024. FHLB advances. Long-term FHLB advances had a weighted average interest rate of 4.42 percent and 4.20 percent at September 30, 2025 and December 31, 2024, respectively. FHLB advances are secured by pledges of certain eligible collateral, including, but not limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans. 39 The long-term FHLB advances at September 30, 2025 are scheduled for contractual balance repayments as follows: Year Amount (in thousands) 2026 $ 601,804 2027 1,066,800 2028 545,000 2029 250,000 Total long-term FHLB advances $ 2,463,604 The FHLB advances reported in the table above are not callable for early redemption. Subordinated deb t. On 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 nine months ended September 30, 2025. Valley also repaid $ 100 million of 4.55 percent fixed 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 nine months ended September 30, 2025. See Note 10 in Valley’s Annual Report for additional information on the outstanding subordinated debt at September 30, 2025. Note 11. Stock–Based Compensation Valley maintains an incentive compensation plan to provide long-term incentives to officers, employees and non-employee directors whose contributions are essential to the continued growth and success of Valley. Under the plan, Valley may issue awards in amounts up to 14.5 million shares, subject to certain adjustments. As of September 30, 2025, 7.1 million shares of common stock were available for issuance under the plan. RSUs are awarded as performance-based RSUs and time-based RSUs. Performance-based RSUs vest based on (i) growth in tangible book value per share plus dividends and (ii) total shareholder return as compared to our peer group. The performance based RSUs “cliff” vest after three years based on the cumulative performance of Valley during that time period. Generally, time-based RSUs vest ratably in one-third increments each year over a three-year vesting period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common shares) over the applicable performance or service period. Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date or forfeited if the applicable performance or service conditions are not met. The table below summarizes RSU awards granted and average grant date fair values for the three and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands, except per share data) Award shares granted: Performance-based RSUs — — 742 958 Time-based RSUs 50 196 3,127 3,183 Average grant date fair value per share: Performance-based RSUs $ — $ — $ 10.91 $ 7.88 Time-based RSUs $ 9.40 $ 8.11 $ 9.76 $ 8.44 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 $ 4.4 million and $ 7.3 million for the three months ended 40 September 30, 2025 and 2024, respectively, and $ 18.0 million and $ 23.0 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $ 42.6 million. This expense will be recognized over an average remaining vesting period of approximately 2.0 years. See Note 12 in Valley’s Annual Report for additional information on the stock-based compensation awards. Note 12. Derivative Instruments and Hedging Activities Valley enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest and currency rates. Cash Flow Hedges of Interest Rate Risk. Valley’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, Valley has used interest rate swaps, from time to time, as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed-rate amounts from a counterparty, respectively. Fair Value Hedges of Fixed Rate Assets and Liabilities. Valley is exposed to changes in the fair value of certain fixed-rate assets and liabilities due to changes in interest rates and uses interest rate swaps to manage the exposure to changes in fair value. For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. During the third quarter 2024, Valley terminated interest rate swaps with a total notional amount of $ 500 million used to hedge the fair value of certain fixed rate residential loans. The carrying amount of the hedged assets included an immaterial cumulative loss adjustment at the date of termination that will be amortized to earnings through the fourth quarter 2025. See Note 15 to Valley's Annual Report for additional information regarding Valley's fair value hedges. Non-designated Hedges. Derivatives not designated as hedges may be used to manage Valley’s exposure to interest rate movements or to provide a service to customers but do not meet the requirements for hedge accounting under GAAP. Derivatives not designated as hedges are not entered into for speculative purposes. Valley executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Valley executes with a third party, such that Valley minimizes its net risk exposure resulting from such transactions. As these interest rate swaps do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. Valley sometimes enters into risk participation agreements with external lenders where the banks are sharing their risk of default on the interest rate swaps on participated loans. Valley either pays or receives a fee depending on the type of participation. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value of credit derivatives are recognized directly in earnings. At September 30, 2025, Valley had 64 credit swaps with an aggregate notional amount of $ 954.3 million related to risk participation agreements. At September 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. Valley regularly enters into mortgage banking derivatives which are not designated as hedges. These derivatives include interest rate lock commitments provided to customers to fund certain residential mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. Valley enters into 41 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. 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 $ 759.2 million within Valley's $ 2.2 billion automobile loan portfolio at September 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 $ 1.8 million and $ 3.2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 5.6 million and $ 4.7 million for the nine months ended September 30, 2025 and 2024, respectively, and was recorded within 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: September 30, 2025 December 31, 2024 Fair Value Fair Value Other Assets Other Liabilities Notional Amount Other Assets Other Liabilities Notional Amount (in thousands) Derivatives designated as hedging instruments: Fair value hedge interest rate swaps $ 1,381 $ 9,063 $ 780,322 $ 2,419 $ 13,993 $ 780,322 Total derivatives designated as hedging instruments $ 1,381 $ 9,063 $ 780,322 $ 2,419 $ 13,993 $ 780,322 Derivatives not designated as hedging instruments: Interest rate swaps and other contracts * $ 168,698 $ 168,476 $ 17,239,036 $ 423,683 $ 423,492 $ 16,209,499 Foreign currency derivatives 17,667 16,824 2,267,739 18,011 16,488 1,688,338 Mortgage banking derivatives 40 188 41,806 150 192 45,752 Credit default swap — 53 759,221 — 35 1,142,026 Total derivatives not designated as hedging instruments $ 186,405 $ 185,541 $ 20,307,802 $ 441,844 $ 440,207 $ 19,085,615 Total derivative financial instruments $ 187,786 $ 194,604 $ 21,088,124 $ 444,263 $ 454,200 $ 19,865,937 * Other derivative contracts include risk participation agreements. 42 Gains included in the consolidated statements of income and other comprehensive loss, on a pre-tax basis, related to previously terminated interest rate derivatives designated as hedges of cash flows were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) Amount of gain reclassified from accumulated other comprehensive loss to interest income $ 307 $ 302 $ 912 $ 899 The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $ 584 thousand and $ 1.2 million at September 30, 2025 and December 31, 2024, respectively. Valley estimates that the entire after-tax gain of $ 584 thousand at September 30, 2025 will be reclassified as an $ 805 thousand (before tax) 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) Derivative - interest rate swap: Interest income $ — $ ( 2,385 ) $ — $ 3,170 Interest expense 2,092 15,244 8,816 16,957 Hedged items - loans, time deposits and subordinated debt: Interest income $ ( 160 ) $ 2,391 $ ( 482 ) $ ( 3,235 ) Interest expense ( 2,141 ) ( 15,537 ) ( 8,867 ) ( 17,217 ) 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 September 30, 2025 and December 31, 2024. 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) September 30, 2025 Time deposits $ 483,878 $ 3,574 Long-term borrowings * 293,284 ( 6,145 ) December 31, 2024 Time deposits $ 482,723 $ 2,419 Long-term borrowings * 284,966 ( 13,859 ) * Net carrying amount includes unamortized debt issuance costs of $ 571 thousand and $ 1.2 million at September 30, 2025 and December 31, 2024, respectively. 43 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) Non-designated hedge interest rate swaps and credit derivatives Other non-interest expense $ ( 1,199 ) $ ( 2,802 ) $ ( 6,188 ) $ ( 3,528 ) 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 $ 7.0 million and $ 5.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 21.0 million and $ 17.0 million for the nine months ended September 30, 2025 and 2024, respectively. Collateral Requirements and Credit Risk Related Contingent Features . By using derivati ves, Valley is exposed to credit risk if counterparties to the derivative contracts do not perform as expected. Management attempts to minimize counterparty credit risk through credit approvals, limits, monitoring procedures and obtaining collateral where appropriate. Credit risk exposure associated with derivative contracts is managed at Valley in conjunction with Valley’s consolidated counterparty risk management process. Valley’s counterparties and the risk limits monitored by management are periodically reviewed and approved by the Board. Valley has agreements with its derivative counterparties providing that if Valley defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Valley could also be declared in default on its derivative counterparty agreements. Additionally, Valley has an agreement with several of its derivative counterparties that contains provisions that require Valley’s debt to maintain an investment grade credit rating from each of the major credit rating agencies from which it receives a credit rating. If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparties could terminate the derivative positions and Valley would be required to settle its obligations under the agreements. As of September 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 September 30, 2025. Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties. Note 13. Balance Sheet Offsetting Some financial instruments, including certain OTC derivatives (mostly interest rate swaps), may be eligible for offset in the consolidated statements of financial condition and/or subject to master netting arrangements or similar agreements. OTC derivatives include interest rate swaps executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house (presented in the table below). The credit risk associated with bilateral OTC derivatives is managed through obtaining collateral and enforceable master netting agreements. Valley is party to master netting arrangements with its financial institution counterparties; however, Valley does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable investment securities, is posted by or received from the counterparty with net liability or asset positions, respectively, in accordance with contract thresholds. Master repurchase agreements which include “right of set-off” provisions generally have a legally enforceable right to offset recognized amounts. In such cases, the collateral would be used 44 to settle the fair value of the swap or repurchase agreement should Valley be in default. The total amount of collateral held or pledged cannot exceed the net fair values of derivatives 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 September 30, 2025 and December 31, 2024. Gross Amounts Not Offset Gross Amounts Recognized Gross Amounts Offset Net Amounts Presented Financial Instruments Cash Collateral * Net Amount (in thousands) September 30, 2025 Assets Interest rate swaps and other contracts $ 170,079 $ — $ 170,079 $ — $ ( 163,140 ) $ 6,939 Liabilities Interest rate swaps and other contracts $ 177,539 $ — $ 177,539 $ — $ ( 42,804 ) $ 134,735 December 31, 2024 Assets Interest rate swaps and other contracts $ 426,102 $ — $ 426,102 $ 32,571 $ ( 358,520 ) $ 100,153 Liabilities Interest rate swaps and other contracts $ 437,485 $ — $ 437,485 $ ( 32,571 ) $ — $ 404,914 * Cash collateral received from or pledged to our counterparties in relation to market value exposures of OTC derivative contracts in an asset/liability position. Note 14. 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. Some of these tax-advantaged investments support Valley’s regulatory compliance with the CRA. Valley’s investments in these entities generate a return primarily through the realization of federal income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction of income tax expense. Valley’s tax credit investments are carried in other assets on the consolidated statements of financial condition. Valley’s unfunded capital and other commitments related to the tax credit investments are carried in accrued expenses and other liabilities on the consolidated statements of financial condition. Valley recognizes amortization of tax credit investments, including impairment losses, within non-interest expense in the consolidated statements of income using the equity method of accounting. After initial measurement, the carrying amounts of tax credit investments with non-readily determinable fair values are increased to reflect Valley's share of income of the investee and are reduced to reflect its share of losses of the investee, dividends received and impairments, if applicable. 45 The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments at September 30, 2025 and December 31, 2024: September 30, 2025 December 31, 2024 (in thousands) Other assets: Affordable housing tax credit investments, net $ 29,830 $ 22,742 Other tax credit investments, net 431,668 278,468 Total tax credit investments, net $ 461,498 $ 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 and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) Components of income tax expense: Affordable housing tax credits and other tax benefits $ 2,134 $ 1,330 $ 5,510 $ 3,989 Other tax credit investment credits and tax benefits 12,312 9,376 33,321 22,405 Total reduction in income tax expense $ 14,446 $ 10,706 $ 38,831 $ 26,394 Amortization of tax credit investments: Affordable housing tax credit investment losses $ 1,037 $ 875 $ 2,787 $ 2,626 Affordable housing tax credit investment impairment losses 327 246 1,066 737 Other tax credit investment losses 2,176 1,422 6,570 3,702 Other tax credit investment impairment losses 4,607 3,310 16,178 10,141 Total amortization of tax credit investments recorded in non-interest expense $ 8,147 $ 5,853 $ 26,601 $ 17,206 Note 15. Operating Segments Valley manages its business operations under operating segments consisting of Consumer Banking and Commercial Banking. Activities not assigned to the operating segments are included in Treasury and Corporate Other. The CEO of Valley is the CODM who assesses performance of each operating segment to better understand their cost, opportunity value and impact to Valley's consolidated earnings. Each operating segment is reviewed routinely for its asset growth, contribution to our income before income taxes, return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount). Valley regularly assesses its strategic plans, operations, and reporting structures to identify its reportable segment s. No changes to the operating segments were determined necessary during the nine months ended September 30, 2025. The Consumer Banking segment is mainly comprised of residential mortgages and automobile loans, and to a lesser extent, secured personal lines of credit, home equity loans and other consumer loans. The duration of the residential mortgage loan portfolio is subject to movements in the market level of interest rates and forecasted prepayment speeds. The average weighted life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles. Consumer Banking also includes the Wealth Management and Insurance Services Division, comprised of asset management advisory, brokerage, trust, personal and title insurance, tax credit advisory services, and international and domestic private banking businesses. 46 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. Due to the portfolio’s interest rate characteristics, Commercial Banking is Valley’s operating segment that is most sensitive to movements in market interest rates. Treasury and Corporate Other largely consists of the Treasury managed HTM debt securities and AFS debt securities portfolios mainly utilized in the liquidity management needs of our lending segments and income and expense items resulting from support functions not directly attributable to a specific segment. Interest income is generated through investments in various types of securities (mainly comprised of fixed rate securities) and interest-bearing deposits with other banks (primarily the Federal Reserve Bank of New York). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are allocated from Treasury and Corporate Other to operating segments. 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 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. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to any other financial institution. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data. 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 and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, 2025 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets $ 10,828,927 $ 38,441,926 $ 9,352,300 $ 58,623,153 Interest income $ 134,090 $ 597,875 $ 94,958 $ 826,923 Interest expense 70,362 249,577 60,760 380,699 Net interest income 63,728 348,298 34,198 446,224 Provision for credit losses 3,353 15,818 — 19,171 Net interest income after provision for credit losses 60,375 332,480 34,198 427,053 Non-interest income 37,878 22,665 4,344 64,887 Non-interest expense Salary and employee benefits expense 34,885 93,158 18,777 146,820 Net occupancy expense 4,668 16,241 3,956 24,865 Technology, furniture, and equipment expense 7,142 19,108 4,458 30,708 FDIC insurance assessment 2,680 9,494 ( 3,817 ) 8,357 Professional and legal fees 3,739 17,413 3,109 24,261 Other segment items * 14,285 14,986 17,703 46,974 Total non-interest expense $ 67,399 $ 170,400 $ 44,186 $ 281,985 Income (loss) before income taxes $ 30,854 $ 184,745 $ ( 5,644 ) $ 209,955 Return on average interest earning assets (pre-tax) 1.14 % 1.92 % ( 0.24 ) % 1.43 % Net interest margin 2.35 % 3.62 % 1.46 % 3.04 % 47 Three Months Ended September 30, 2024 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets $ 9,918,669 $ 40,208,294 $ 7,524,687 $ 57,651,650 Interest income $ 123,252 $ 659,587 $ 77,710 $ 860,549 Interest expense 77,409 313,945 58,697 450,051 Net interest income 45,843 345,642 19,013 410,498 Provision (credit) for credit losses 6,007 69,031 ( 14 ) 75,024 Net interest income after provision for credit losses 39,836 276,611 19,027 335,474 Non-interest income 35,940 17,198 7,533 60,671 Non-interest expense Salary and employee benefits expense 30,798 94,896 13,138 138,832 Net occupancy expense 4,715 18,804 3,454 26,973 Technology, furniture, and equipment expense 5,898 19,598 3,466 28,962 FDIC insurance assessment 2,922 11,870 — 14,792 Professional and legal fees 2,380 10,397 1,341 14,118 Other segment items * 13,628 11,827 20,339 45,794 Total non-interest expense $ 60,341 $ 167,392 $ 41,738 $ 269,471 Income (loss) before income taxes $ 15,435 $ 126,417 $ ( 15,178 ) $ 126,674 Return on average interest earning assets (pre-tax) 0.62 % 1.26 % ( 0.81 ) % 0.88 % Net interest margin 1.85 % 3.44 % 1.01 % 2.85 % Nine Months Ended September 30, 2025 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets $ 10,565,249 $ 38,423,144 $ 8,707,438 $ 57,695,831 Interest income $ 387,169 $ 1,766,193 $ 263,325 $ 2,416,687 Interest expense 204,719 744,511 168,720 1,117,950 Net interest income 182,450 1,021,682 94,605 1,298,737 (Credit) provision for credit losses ( 4,663 ) 124,304 ( 10 ) 119,631 Net interest income after provision for credit losses 187,113 897,378 94,615 1,179,106 Non-interest income 104,424 66,666 14,695 185,785 Non-interest expense Salary and employee benefits expense 99,153 295,321 40,386 434,860 Net occupancy expense 14,145 50,658 11,433 76,236 Technology, furniture, and equipment expense 19,645 59,430 12,196 91,271 FDIC insurance assessment 8,030 29,203 ( 3,817 ) 33,416 Professional and legal fees 9,982 42,547 7,372 59,901 Loss on extinguishment of debt — — 922 922 Other segment items * 40,592 47,766 57,761 146,119 Total non-interest expense $ 191,547 $ 524,925 $ 126,253 $ 842,725 Income (loss) before income taxes $ 99,990 $ 439,119 $ ( 16,943 ) $ 522,166 Return on average interest earning assets (pre-tax) 1.26 % 1.52 % ( 0.26 ) % 1.21 % Net interest margin 2.31 % 3.55 % 1.45 % 3.00 % 48 Nine Months Ended September 30, 2024 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets $ 9,848,502 $ 40,282,966 $ 6,885,322 $ 57,016,790 Interest income $ 355,551 $ 1,969,805 $ 197,315 $ 2,522,671 Interest expense 227,475 930,432 159,033 1,316,940 Net interest income 128,076 1,039,373 38,282 1,205,731 Provision (credit) for credit losses 13,899 188,524 ( 129 ) 202,294 Net interest income after provision for credit losses 114,177 850,849 38,411 1,003,437 Non-interest income 100,673 56,822 15,804 173,299 Non-interest expense Salary and employee benefits expense 89,231 296,176 36,071 421,478 Net occupancy expense 13,245 53,314 8,989 75,548 Technology, furniture, and equipment expense 19,024 69,603 11,000 99,627 FDIC insurance assessment 7,606 31,111 8,757 47,474 Professional and legal fees 7,585 36,734 4,202 48,521 Other segment items * 39,159 36,675 58,796 134,630 Total non-interest expense $ 175,850 $ 523,613 $ 127,815 $ 827,278 Income (loss) before income taxes $ 39,000 $ 384,058 $ ( 73,600 ) $ 349,458 Return on average interest earning assets (pre-tax) 0.53 % 1.27 % ( 1.43 ) % 0.82 % Net interest margin 1.73 % 3.44 % 0.74 % 2.82 % * Other segment items include amortization of intangible assets, amortization of tax credit investments and other general operating expenses.