What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-28 · 151 added, 177 removed, 454 unchanged (42% of the section changed)

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Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") of this Report and other cautionary statements set forth elsewhere in this Report.

Valley National Bancorp, headquartered in Morristown, New Jersey, is a New Jersey corporation organized in 1983 and is registered as a bank holding company and a financial holding company with the Federal Reserve under the BHC Act.

Founded in 1927, Valley National Bancorp, is a registered bank holding company and financial holding company with the Federal Reserve under the BHC Act, headquartered in Morristown, New Jersey.

At December 31, 2025, Valley had consolidated total assets of $64.1 billion, total net loans of $49.6 billion, total deposits of $52.2 billion and total shareholders’ equity of $7.8 billion.

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

Valley’s principal subsidiary, Valley National Bank (commonly referred to as the “Bank” in this Report), has been chartered as a national banking association under the laws of the United States since 1927 and currently has 230 branch offices located in New Jersey, New York, Florida, Alabama, California, and Illinois.

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

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

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

online, mobile and telephone banking;

drive-in and night deposit services;

remote deposit capture;

and safe deposit facilities.

In addition, certain international banking services are available to customers, including standby letters of credit, documentary letters of credit and related products, and certain ancillary services, such as foreign exchange transactions, documentary collections, and foreign wire transfers.

In addition to the Bank, Valley’s consolidated subsidiaries include, but are not limited to:

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an asset management adviser that is a registered investment adviser with the SEC;

a registered securities broker-dealer with the SEC and member of FINRA, which is also licensed as an insurance agency to provide life and health insurance;

a securities broker-dealer registered with the SEC and member of FINRA, which is also licensed as an insurance agency to provide life and health insurance;

a title insurance agency in New York, which also provides services in New Jersey;

an advisory firm specializing in the investment and management of tax credits;

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

Recent Acquisition

Bank Leumi Le-Israel Corporation .

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

subsidiary of Bank Leumi Le-Israel B.M., and parent company of Bank Leumi USA, collectively referred to as “Bank Leumi USA.” Bank Leumi USA maintained its headquarters in New York City with commercial banking offices in Chicago, Los Angeles, Palo Alto, and Aventura, Florida.

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

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

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

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

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

Competition for Deposits, Lending and Other Financial Services

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

Our mission is to give people and businesses the power to succeed and is guided by our vision of being a premier relationship-based national bank, delivering solutions-based, service-driven outcomes.

We deliver that mission and create value for our shareholders by executing on our strategy to build a sustainable and predictable business model through optimizing our commercial and consumer banking value propositions, enhancing our balance sheet flexibility, and driving sustainable fee revenue.

Valley helps its clients across several industries, including, real estate, commercial and industrial, healthcare, nonprofit, government contracting, and other specialized industries, turn their ambition into action.

See further information under "Operating Segments" below.

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

Business Developments

During 2025, Valley made significant progress toward its intermediate and long-term strategic objectives, including significant reductions in both its CRE loan concentration ratio and reliance on wholesale funding sources, while delivering solid fee income growth within non-interest income as compared to the year ended December 31, 2024.

This advancement was supported by the strengthening of Valley’s foundational capabilities in data and analytics, operating sales and service model, greater penetration of our treasury management and payments solutions, and talent acquisition.

These initiatives are intended to deepen customer relationships, generate low‑cost deposits, improve the client experience, and strengthen Valley’s ability to deliver integrated financial solutions across its commercial and retail banking customer base.

See further details in the "Executive Summary" section of the MD&A.

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

Valley ranked 10th in competitive ranking and market share based on the deposits reported by 150 FDIC-insured financial institutions in the New York, Northern New Jersey and Long Island deposit markets as of June 30, 2024.

The FDIC also ranked Valley 6th, 29th, 18th, 17th and 70th in the states of New Jersey, New York, Florida, Alabama and California, respectively, based on deposit market share as of June 30, 2024.

While we believe our FDIC rankings

The FDIC also ranked

2025 Form 10-K

reflect a solid foundation in our primary markets, the market for banking and bank-related services is highly competitive and we face substantial competition in all areas of our operations from a variety of bank and non-bank competitors, some of which are larger and may have more financial resources than Valley .

Some of these competitors may have fewer regulatory constraints, or more resources, lending limits and name recognition than Valley.

Valley 6th, 28th, 18th, 22nd and 67th in the states of New Jersey, New York, Florida, Alabama and California, respectively, based on deposit market share as of June 30, 2025.

While we believe our FDIC rankings reflect a solid foundation in our primary markets, the market for banking and bank-related services is highly competitive and we face substantial competition in all areas of our operations from a variety of bank and non-bank competitors, some of which are larger and may have more financial resources than Valley .

Some of these competitors may be subject to fewer regulatory constraints, or may have greater resources, higher lending limits and stronger name recognition than Valley.

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

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By combining technology-enabled solutions with our premier relationship-based service model, we continue to compete effectively in the Commercial and Consumer Banking segments of our business.

This level of service and commitment is particularly impactful because of our strong community presence with almost 100 years of service, providing us a competitive advantage with such customers over certain competitors that are not traditional banks.

This level of service and commitment is particularly impactful because of our strong community presence with almost 100 years of service, providing us with a competitive advantage with such customers over certain competitors that are not traditional banks.

Overall, our customers are influenced by the convenience, solution-based service from our knowledgeable staff and personal contacts, as well as the robust availability of our diverse products and services.

We provide such convenience through our multi-channel delivery system, including 229 branch offices, an extensive ATM network, and our telephone, on-line and digital banking systems.

We provide such convenience through our multi-channel delivery system, including our branch offices, an extensive ATM network, and our telephone, on-line and digital banking systems.

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

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

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

As a result, Valley currently manages its business operations under operating segments consisting of Consumer Banking and Commercial Banking.

Valley currently 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.

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Commercial and industrial loans totaled approximately $11.0 billion and represented 21.9 percent of the total loan portfolio at December 31, 2025.

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

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

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

We also selectively lend on a nationwide basis within our specialty lines of business, primarily focusing on healthcare, capital call lines of credit, and equipment leasing.

Approximately $1.4 billion of the $11.0 billion of commercial and industrial loans at December 31, 2025 was extended to nondepository financial institutions (NDFIs), largely consisting of short-term capital call lines to various venture related entities, as well as loans to business and mortgage credit intermediaries.

The NDFI loans were all performing and current to contractual terms at December 31, 2025.

A significant portion of Valley’s commercial and industrial loan portfolio consists of loans to long-standing customers of proven ability and strong repayment performance.

Underwriting standards are designed to assess the borrower’s ability to generate recurring cash flow sufficient to meet the debt service requirements of loans granted.

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In the case of loans secured by accounts receivable, the ability of the borrower to collect all amounts due from its customers may be impaired.

Our loan decisions include consideration of a borrower’s ability to repay debts, collateral coverage, standing in the community and other forms of support.

Our loan decisions include consideration of a borrower’s ability to repay debts, collateral coverage and other forms of support.

Strong consideration is given to long-term existing customers that have maintained a favorable relationship with the Bank.

Commercial loan products offered consist of term loans for equipment purchases, working capital lines of credit that assist our customers’ financing of accounts receivable and inventory, and commercial mortgages for owner occupied properties.

Working capital advances are generally used to finance seasonal requirements and are repaid at the end of the cycle.

Short-term commercial business loans may be collateralized by a lien on accounts receivable, inventory, or equipment and/or partly

Working capital

2025 Form 10-K

collateralized by real estate.

advances are generally used to finance seasonal requirements and are repaid at the end of the cycle.

Short-term commercial business loans may be collateralized by a lien on accounts receivable, inventory, or equipment and/or partly collateralized by real estate.

Short-term loans may also be made on an unsecured basis based on a borrower’s financial strength and past performance.

Whenever possible, we obtain the personal guarantee of the borrower’s principals to potentially help mitigate the risk.

Whenever possible, we obtain the personal guarantee of the borrower’s principals to potentially help mitigate the risk and enhance the likelihood of collectibility.

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

Unsecured commercial and industrial loans totaled $1.7 billion at December 31, 2025.

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

In addition, we provide financing to the healthcare and industrial equipment leasing markets through our leasing subsidiary, Highland Capital Corp.

Commercial real estate loans.

Commercial real estate and construction loans totaled $29.2 billion and represented 58.3 percent of the total loan portfolio at December 31, 2025.

The following table presents the commercial real estate portfolio by loan type and the percent of each loan type to total loans at December 31, 2024 and 2023:

The following table presents the commercial real estate portfolio by loan type and the percentage of each loan type to total loans at December 31, 2025 and 2024:

Balance Outstanding Percent of Loan Category to Total Loans Balance Outstanding Percent of Loan Category to Total Loans

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Non-owner occupied $ 11,571,127 23.1 % $ 12,344,355 25.2 %

$ 12,344,355 25.2 % $ 15,078,464 30.0 %

Multifamily * 8,571,713 17.1 8,299,250 17.0

8,299,250 17.0 8,860,219 17.7

Owner occupied 6,629,909 13.2 5,886,620 12.1

5,886,620 12.1 4,304,556 8.6

Total $ 26,772,749 53.4 % $ 26,530,225 54.3 %

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Total commercial real estate loans $ 29,243,982 58.3 % $ 29,644,958 60.7 %

(1) During the second quarter 2024, approximately $1.1 billion of non-owner occupied loans were reclassified to owner occupied loans based upon Valley's re-assessment of such loans under the applicable bank regulatory guidance.

* Includes loans collateralized by properties that are greater than 50 percent rent regulated totaling approximately $601 million and $553 million at December 31, 2025 and 2024 , respectively .

At December 31, 2025, our CRE loan concentration ratio declined to 333 percent as compared to 362 percent and 474 percent at December 31, 2024 and 2023, respectively.

While commercial real estate lending remains a key pillar of the success of our relationship banking model and our lending expertise, we continued to proactively diversify our loan portfolio by reducing new originations of certain types of commercial real estate lending, such as non-owner occupied and multifamily loans, and through the sale of $1.2 billion of performing commercial real estate and construction loans during 2024.

Within the commercial banking segment, our loan growth efforts continued to mainly focus on commercial and industrial and owner occupied commercial real estate loans where we have or can compete for an outsized share of the client's banking relationship.

As a result, we have a current strategic balance sheet goal to reduce our CRE loan concentration ratio of 362 percent at December 31, 2024 to below 350 percent by December 31, 2025.

See the "Executive Summary" section of Part II Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations for more details.

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

Based on our current expectations for the mix of future loan growth and loan repayment activity over the next two year period, we believe that our CRE loan concentration ratio of 333 percent at December 31, 2025 may gradually decline towards 300 percent by December 31, 2027.

We originate commercial real estate loans that are secured by various diversified property types across New Jersey, the New York metropolitan area, Florida, Pennsylvania and our other primary market footprints with a combined weighted average loan to value ratio of 59% and debt service coverage ratio of 1.69 at December 31, 2025.

Property types in this portfolio range from multifamily residential properties to non-owner occupied commercial, industrial/warehouse, retail and, to a much lesser extent, commercial office buildings.

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The majority of the office properties collateralizing our portfolio are multi-tenant and dispersed geographically in Florida, Alabama, New Jersey and New York (including approximately $196.4 million of loans with properties located in Manhattan at December 31, 2025).

All commercial real estate loans are generally written on an adjustable basis with rates tied to a specifically identified market rate index.

Our commercial real estate loans are generally written on an adjustable basis with rates tied to a specifically identified market rate index.

Adjustment periods generally range between five to ten years and repayment is generally structured on a fully amortizing basis for terms up to thirty years.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, but generally they involve larger principal balances and longer repayment periods as compared to commercial and industrial loans.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, but generally involve larger principal balances and longer repayment periods as compared to commercial and industrial loans.

Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real property.

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Valley also performs regular and comprehensive stress testing of the portfolio to evaluate the potential impact of market changes on loan performance.

With respect to loans to developers and builders, we originate and manage construction loans structured on either a revolving or a non-revolving basis, depending on the nature of the underlying development project.

Our construction loans are

2025 Form 10-K

generally secured by the real estate to be developed and may also be secured by additional real estate to mitigate the risk.

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

Our construction loans are generally secured by the real estate to be developed and may also be secured by additional real estate to mitigate the risk.

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

Non-revolving construction loans often involve the disbursement of substantially all committed funds with repayment substantially dependent on the successful completion and sale, or lease, of the project.

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however, lending outside this primary area is generally conducted in other branch office markets and neighboring states.

Our residential mortgage loan portfolio also includes $57.8 million of loans (primarily in California) that are guaranteed by third parties.

Mortgage loan originations are based on underwriting standards that generally comply with Fannie Mae and/or Freddie Mac requirements.

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The appraisal management company is required to adhere to all regulatory requirements.

The Bank’s appraisal management policy and procedure complies with regulatory requirements and guidance issued by the Bank’s primary regulator.

The Bank’s appraisal management policy and procedures comply with regulatory requirements and guidance issued by the Bank’s primary regulator.

Credit scoring, using FICO ® and other proprietary credit scoring models is employed in the ultimate, judgmental credit decision by Valley’s underwriting staff.

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The adjustable rate loans have a fixed-rate, fixed payment, introductory period of 5 to 10 years that is selected by the borrower.

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

At December 31, 2024, fixed and adjustable rate jumbo residential mortgage loans totaled approximately $1.6 billion and $898.8 million, respectively.

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

At December 31, 2025, fixed and adjustable rate jumbo residential mortgage loans totaled approximately $1.6 billion and $1.0 billion, respectively.

Interest-only (i.e., non-amortizing) residential mortgage loans within our jumbo portfolio totaled $189.6 million (or 3.26 percent of the total residential mortgage loan portfolio) at December 31, 2025.

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Valley is an auto lender primarily in New Jersey, New York, Pennsylvania, Florida, Connecticut, Delaware and Alabama offering indirect auto loans secured by either new or used automobiles.

During 2024, we modestly expanded of our indirect auto network into Georgia.

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

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Our brokerage services mainly facilitate the buying and selling of securities for banking and wealth management customers.

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

Tax credit advisory services include sourcing, syndication, and structuring federal and

Trust services include living and testamentary trusts, investment management, custodial and escrow services, and estate

2025 Form 10-K

state tax credits for commercial customers and development projects.

administration primarily to individuals.

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

We also provide personalized private banking and management services for select international and domestic clients.

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At December 31, 2025 and 2024, approximately 71 percent and 73 percent of Valley’s gross loans totaling $50.1 billion and $48.8 billion, respectively, consisted of commercial real estate (including construction loans), residential mortgage and home equity loans.

The remaining 27 percent and 24 percent December 31, 2024 and 2023, respectively, consisted of loans not collateralized by real estate.

During 2024, we continued to execute on our strategy to reduce investor commercial real estate (i.e., multifamily and non-owner occupied) and construction loans, and maintain greater focus on growth of the commercial and industrial loan and owner-occupied commercial real estate loan portfolios (see more details in the "Commercial real estate loans" section above).

We also continue to diversify the types of borrowers within our geographic concentrations in New Jersey, the New York City metropolitan area, including Westchester County, New York, and Florida.

The remaining 29 percent and 27 percent as of December 31, 2025 and 2024, respectively, consisted of loans not collateralized by real estate.

During 2025 and 2024, we continued to execute on our strategic goal to reduce certain investor commercial real estate, consisting of multifamily and non-owner occupied loans, and construction loans, and maintain greater focus on growth of the commercial and industrial loan and owner-occupied commercial real estate loan portfolios (see more details in the "Commercial real estate loans" section above).

We also continue to diversify the types of borrowers within our geographic concentrations in New Jersey, the New York City metropolitan area, including Westchester County, New York, Florida and Pennsylvania.

Many external factors outlined in Item 1A.

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

The following table presents the loan portfolio and loans held for sale by state and the percentage of total loans by state at December 31, 2024.

The following table presents the loan portfolio by state and loans held for sale at December 31, 2025.

Commercial and Industrial Commercial

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California 541,259 1,089,022 103,795 35,186 1,769,262 4

Pennsylvania 103,788 1,165,960 47,743 339,745 1,657,236 3

Illinois 429,150 317,123 6,934 14,538 767,745 2

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Loans held for sale — 18,024 8,212 — 26,236

Total loan portfolio $ 9,931,400 $ 29,644,958 $ 5,632,516 $ 3,590,837 $ 48,799,711

Total loans less loans held for sale $ 10,961,519 $ 29,243,982 $ 5,826,192 $ 4,105,035 $ 50,136,728

Risk Management

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

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

Management utilizes the enterprise-wide risk management framework to holistically manage and monitor risks across the organization and to aggregate and manage the risk

2025 Form 10-K

appetite approved by the Board.

As part of the risk management framework, the Risk Committee reviews and recommends to the Board risk tolerances and limits for strategic, credit, interest rate, price, liquidity, compliance, operational (including information security and cybersecurity risk), and reputation risks, oversees risk management within those tolerances and monitors compliance with applicable laws and regulations.

deems appropriate for Valley’s capital, business activities, size and risk appetite.

Management utilizes the enterprise-wide risk management framework to holistically manage and monitor risks across the organization and to aggregate and manage the risk appetite approved by the Board.

As part of the risk management framework, the Risk Committee reviews and recommends to the Board risk tolerances and limits for strategic, credit, interest rate, price, liquidity, compliance, and operational (including information security and cybersecurity risk), and oversees risk management within those tolerances and monitors compliance with applicable laws and regulations.

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

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

The Bank’s 2024 Capital Stress Test included a climate related scenario that considered geographical climate events within the Bank’s diverse footprint.

The results of the internal stress tests are considered in combination with other risk management and monitoring practices at Valley to maintain an overall risk management program.

Information security is also a significant operational risk for Valley.

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Cybersecurity for a further discussion of risk management strategies and governance processes related to cybersecurity.

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

The results of the internal stress tests are considered in combination with other risk management and monitoring practices at Valley to maintain an overall risk management program.

Credit Risk Management and Underwriting Approach

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In certain cases, a modification may be related to loan(s) with an elevated risk profile and/or delinquent payment(s).

These modifications rarely result in the forgiveness of principal or accrued interest.

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

While very infrequent, these modifications may result in the forgiveness of principal or accrued interest.

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

If the borrower has demonstrated performance under the previous terms and Valley’s underwriting process shows the borrower has the capacity to continue to perform under the modified terms, the loan will continue to accrue interest.

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Loans Originated by Third Parties

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

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

We generally do not purchase other types of loans.

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Purchased commercial loans (including commercial and industrial and commercial real estate participation loans) and residential mortgage loans totaled approximately $2.3 billion and $549.4 million, respectively, at December 31, 2025 representing 5.5 percent and 9.4 percent of our total commercial and residential mortgage loans, respectively.

At December 31, 2024, less than 1.0 percent of commercial loans originated by third parties were past due 30 days or more, which represented 1.1 percent of our total commercial loan portfolio delinquencies, and 3.4 percent of residential mortgage loans originated by third parties were past due 30 days or more which represente d 25.8 percent of our total residential mortgage portfolio delinquencies.

At December 31, 2025, less than 1.0 percent of commercial loans originated by third parties were past due 30 days or more, which represented 3.7 percent of our total commercial loan portfolio delinquencies, and 3.6 percent of residential mortgage loans originated by third parties were past due 30 days or more which represented 24.6 percent of our total residential mortgage portfolio delinquencies.

Human Capital

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Our average tenure was 7.9 years.

Our inclusive culture of belonging aims to provide a foundation to fully leverage the rich tapestry of our associates’ unique perspectives and experiences.

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

None of our employees are parties to a collective bargaining agreement.

Our culture of belonging aims to provide a foundation to fully leverage the rich tapestry of our associates’ unique perspectives and experiences.

Our strong culture allows us to provide quality service to our customers, the communities in which we operate and each other.

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

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

To comply with this responsibility, we established an ESG Council in 2020 with respect to sustainability issues.

To support this responsibility, we established an ESG Council in 2020 with respect to sustainability issues.

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

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Information about our Executive Officers

Since Office Principal occupation during last five years other than Valley

In current position

since Office Prior principal occupation during last five years

Ira Robbins 51 2018 Chairman of the Board and Chief Executive Officer of Valley and Valley National Bank

Iadanza 66 2015 President of Valley and Valley National Bank

Russell Barrett 49 2024 Senior Executive Vice President, Chief Operations Officer of Valley and Valley National Bank 2013 - 2020 Managing Director - BNP Paribas

Chillura 58 2020 Senior Executive Vice President of Valley and President, Commercial Banking of Valley National Bank

Russell Barrett 50 2025 Senior Executive Vice President, Chief Operating Officer of Valley and Valley National Bank 2021 – 2024 Chief Transformation Officer, 2024 – 2025 Senior Executive Vice President and Chief Operations Officer.

Travis Lan 41 2024 Senior Executive Vice President and Chief Financial Officer of Valley and Valley National Bank Feb.

2024 Senior Vice President, Head of Corporate Finance & M&A, Jan.

2024 Executive Vice President and Deputy Chief Financial Officer, Oct 2024 – Mar.

2025 Interim Chief Financial Officer

Gino Martocci 60 2025 Senior Executive Vice President of Valley, President of Commercial Banking of Valley National Bank 2014 -2022 Head of Commercial & Commercial Real Estate Banking at M&T Bank Corp., 2022 – 2025 Member, Board of Directors at Apple Bank.

Regan 62 2024 Senior Executive Vice President, Chief Risk Officer of Valley and Valley National Bank 2016 - 2022 Chief Audit Executive at Investors Bancorp, July 2022 - March 2024 Chief Audit Executive at Industrial and Commercial Bank of China.

Travis Lan 40 2023 Executive Vice President, Interim Chief Financial Officer of Valley and Valley National Bank 2016 - 2020 Director of Investment Banking at Keefe, Bruyette & Woods, Inc.

Lyndsey Sloan 49 2025 Senior Executive Vice President, General Counsel of Valley and Valley National Bank 2014 - 2024 Deputy General Counsel, Secretary & Senior Vice President of The Huntington National Bank.

Patrick Smith 54 2025 Senior Executive Vice President of Valley, President of Consumer Banking of Valley National Bank 2020 - 2025 Head of Consumer and Business Banking at Santander Bank, N.A.

Surowiec 65 2017 Senior Executive Vice President of Valley and Chief People Officer of Valley National Bank

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The SEC maintains a website at www.sec.gov which contains reports and other information filed with the SEC electronically.

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

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

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

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

The information on our website is for informational purposes only and should not be relied on for investment purposes.

The information on our website is not incorporated by reference into this Report and should not be considered part of this or any other report filed with the SEC.

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

Requests should be sent to Valley National Bancorp, Attention:

Shareholder Relations, 70 Speedwell Avenue, Morristown, New Jersey, 07960.

2025 Form 10-K

We use our website to distribute Company information, including as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD.

We routinely post and make accessible financial and other information, including ESG information, regarding the Company on our website.

We routinely post and make accessible financial and other information, including corporate sustainability information, regarding the Company on our website.

Investors should monitor our website, including the Investor Relations portion of our website, in addition to our press releases, SEC filings, public conference calls and webcasts.

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banking and financial system, and the health of the national economy, rather than stockholders.

Banking laws and regulations, as well as

2024 Form 10-K

examination and supervision, increase a bank holding company’s cost of doing business and limit the options of its management to deploy assets and maximize income.

Banking laws and regulations, as well as examination and supervision, increase a bank holding company’s cost of doing business and limit the options of its management to deploy assets and maximize income.

The compliance cost for Valley is significant and subject to increase as new governmental regulations are enacted and/or the level and intensity of supervision and of enforcement increases.

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Violations of laws and regulations or deemed deficiencies in risk management practices may be incorporated into these supervisory ratings.

A downgrade in these ratings could limit Valley’s ability to pursue acquisitions or conduct other expansionary activities for a period of time, require new or additional regulatory approvals before engaging in certain other business activities or investments, affect the Bank’s deposit insurance assessment rate, and impose additional recordkeeping and corporate governance requirements, as well as generally increase regulatory scrutiny of Valley.

A downgrade in these ratings could limit Valley’s ability to pursue acquisitions or conduct other expansionary activities for a period of time, require new or additional regulatory approvals before engaging in certain other business activities or investments, affect the Bank’s deposit insurance assessment rate, and/or impose additional recordkeeping and corporate governance requirements, as well as generally increase regulatory scrutiny of Valley.

Banking and other financial services statutes, regulations, and policies are frequently under review by Congress, state legislatures, and federal and state regulatory agencies.

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Any change in the statutes, regulations, or regulatory policies applicable to Valley, including changes in their interpretation or implementation, could have a material effect on our business or organization.

The scope of the laws and regulations, and the intensity of the supervision to which Valley is subject, have increased in recent years, initially in response to the financial crisis, and more recently in light of other factors, including bank failures in 2023, technological factors, market changes and climate change concerns, and as a result, Valley may face increased scrutiny and possible denials of bank mergers and acquisitions by federal bank regulators.

Regulatory enforcement and fines have also increased across the banking and financial services sector.

Valley expects that its business will remain subject to extensive regulation and supervision.

We expect, however, that the new U.S.

presidential administration will seek to implement a regulatory reform agenda that is significantly different than that of the prior administration, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies, which could, in turn, have a material effect on our business.

The scope of the laws and regulations, and the intensity of the supervision to which Valley is subject, have generally increased over time, initially in response to the 2008 financial crisis, and more recently in light of other factors, including bank failures in 2023, technological factors, market changes and climate change concerns, and as a result, Valley may face increased scrutiny and possible denials of bank mergers and acquisitions by federal bank regulators.

Valley expects that its business will remain subject to extensive regulation and supervision, notwithstanding efforts by the current U.S.

presidential administration to implement a regulatory reform agenda that may tailor financial institutions’ regulatory and supervisory obligations.

The following discussion describes certain elements of the comprehensive regulatory framework applicable to Valley and the Bank.

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Acquisitions through the Bank require approval of the OCC.

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

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

In order to maintain our status as a financial holding company, we and the Bank are expected to be well capitalized and well managed, as defined in applicable

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regulations and determined by the results of examinations, and must comply with CRA obligations.

In order to maintain our status as a financial holding company, we and the Bank are expected to be well capitalized and well managed, as defined in applicable regulations and determined by the results of examinations, and the Bank must maintain a CRA rating of at least satisfactory or better.

Failure to maintain these standards may result in restrictions on our activities and may ultimately permit the Federal Reserve to take enforcement actions against us and restrict our ability to engage in activities defined to be financial in nature and limits on our ability to engage in new activities that are financial in nature.

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

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

Section 22 of the Federal Reserve Act prohibits the Bank from paying to a director, officer, attorney or employee a rate on deposits that is greater than the rate paid to other depositors on similar deposits with the Bank.

Regulation W governs and limits transactions between the Bank and Valley.

The Bank is also subject to collateral security requirements for any loans or extensions of credit permitted by such exceptions.

Capital Requirements

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Under Basel III, the minimum capital ratios for Valley and the Bank are as follows:

• 4.5 percent CET1 (common equity Tier 1) to risk-weighted assets.

• 4.5 percent CET1 (common equity Tier 1) capital to risk-weighted assets.

• 6.0 percent Tier 1 capital (i.e., CET1 plus Additional Tier 1) to risk-weighted assets.

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

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

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

The capital conservation buffer is designed to absorb losses during periods of economic stress.

Banking institutions with a ratio of (i) CET1 to risk-weighted assets, (ii) Tier 1 capital to risk-weighted assets or (iii) total capital to risk-weighted assets above the respective minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and discretionary bonus payments to executive officers based on the amount of the shortfall.

Banking institutions with a ratio of (i) CET1 to risk-weighted assets, (ii) Tier 1 capital to risk-weighted assets or (iii) total capital to risk-weighted assets below the minimum requirement plus the capital conservation buffer will face constraints on dividends, equity repurchases and discretionary bonus payments to executive officers based on the amount of the shortfall.

Basel III also provides for a number of complex deductions from and adjustments to its various capital components.

Pursuant to the FDICIA, each federal banking agency has promulgated regulations, specifying the levels at which a financial institution would be considered “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized,” and to take certain mandatory and discretionary supervisory actions based on the capital level of the institution.

Pursuant to the FDICIA known as “prompt corrective action,” each federal banking agency has promulgated regulations, specifying the levels at which a financial institution would be considered “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized,” and to take certain mandatory and discretionary supervisory actions based on the capital level of the institution.

To be well capitalized, the Bank must maintain the following capital ratios:

• Common Equity Tier 1 Capital Ratio of 6.5% or greater;

• CET1 capital ratio of 6.5% or greater;

• Tier 1 capital ratio of 8.0% or greater;

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• Tier 1 leverage ratio of 5.0% or greater.

Failure to be well capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our operations or financial condition.

Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on

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our ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications.

See the “Capital Adequacy” section of the MD&A for additional disclosure on capital adequacy.

For regulatory capital purposes, in accordance with the Federal Reserve’s final rule issued on August 26, 2020, we deferred 100 percent of the CECL Day 1 impact to shareholders' equity plus 25 percent of the reserve build (i.e., provision for credit losses less net charge-offs) for a two-year period ending January 1, 2022.

On January 1, 2022, the deferral amount totaling $47.3 million after-tax started to be phased-in by 25 percent and will increase 25 percent per year until fully phased-in on January 1, 2025.

As of December 31, 2024, approximately $35.5 million of the $47.3 million deferral amount was recognized as a reduction to regulatory capital and, as a result, decreased our risk-based capital ratios by approximately 9 basis points.

The full deferral amount of $47.3 million was phased-in with a reduction of approximately 12 basis points to the risk-based capital ratios on January 1, 2025.

Prompt Corrective Action

The FDICIA requires the federal bank regulatory agencies to take “prompt corrective action” regarding FDIC-insured depository institutions that do not meet certain capital adequacy standards.

A depository institution’s treatment for purposes of the prompt corrective action provisions depends upon its level of capitalization and certain other factors.

An institution that fails to remain well capitalized becomes subject to a series of restrictions that increase in severity as its capital condition weakens.

Failure to be well capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that increase as the institution’s capital condition weakens and, if undertaken, could have an adverse material effect on our operations or financial condition.

Such restrictions may include a prohibition on capital distributions, restrictions on asset growth or restrictions on the ability to receive regulatory approval of applications.

The FDICIA also provides for enhanced supervisory authority over under capitalized institutions, including authority for the appointment of a conservator or receiver for the institution.

The FDICIA also provides enhanced supervisory authority over undercapitalized institutions, including authority for the appointment of a conservator or receiver for the institution.

In certain instances, a bank holding company may be required to guarantee the performance of an under capitalized subsidiary bank’s capital restoration plan.

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The FDIC requires certain insured depository institutions, or IDIs, with more than $50 billion in total consolidated assets to submit to the FDIC periodic plans for resolutions in the event of the institution's failure.

In June 2024, the FDIC finalized amendments to the resolution planning requirements for IDIs with $50 billion or more in total assets.

The amendments require covered IDIs with between $50 billion and $100 billion in total assets, which includes the Bank, to submit informational filings on a three-year cycle, with an interim supplement updating key information submitted in the off years.

The final rule became effective October 1, 2024, and the Bank's first informational submission is due by October 1, 2025.

Covered IDIs with between $50 billion and $100 billion in total assets, which includes the Bank, must submit informational filings on a three-year cycle, with an interim supplement updating key information submitted in the off years.

If the FDIC deemed a resolution plan or informational filing not credible and the IDI failed to resubmit a credible plan, the IDI could become subject to an enforcement action.

The Bank submitted its first informational submission in 2025.

In December 2025, the FDIC delayed the requirement to submit an interim supplement in 2026 until the completion of a rulemaking to revise the resolution plan and informational filing requirements.

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

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Because we exceed $10 billion in assets, we are subject to the interchange fee cap.

On October 25, 2023, the Federal Reserve released a notice of proposed rule making that would lower the maximum interchange fee that a large debit card issuer can receive on a debit card transaction.

Under the proposal, initially the base component would decrease from 21.0 cents to 14.4 cents, the ad valorem component would decrease from 5.0 basis points to 4 basis points multiplied by the value of the transaction, and the fraud-prevention adjustment would increase from 1.0 cents to 1.3 cents for debit card transactions performed from the effective date of the final rule to June 30, 2025.

In addition, the proposal would adopt an approach for future adjustments to the interchange fee cap, which would occur every other year based on issuer cost data gathered from large debit card issuers.

We will continue to monitor the status of the proposed rule and are in the process of evaluating this proposed rule making and assessing the scale of its adverse impact on Valley and the Bank if adopted as proposed.

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The Dodd-Frank Act also imposed stress testing on Valley and the Bank.

However, the EGRRCPA and a joint interagency statement regarding the impact of the EGRRCPA resulted in Valley and the Bank being no longer subject to the stress testing requirements.

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

On October 25, 2023, the Federal Reserve released a notice of proposed rulemaking that would lower the maximum interchange fee that a large debit card issuer can receive on a debit card transaction.

We will continue to monitor the status of the proposed rule.

The Volcker Rule prohibits an insured depository institution and its affiliates from:

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The Dodd-Frank Act requires that the federal banking agencies, including the Federal Reserve and the OCC, issue a rule related to incentive-based compensation.

No final rule implementing this provision of the Dodd-Frank Act has, as of the date of the filing of this Report, been adopted, but a proposed rule was published in May 2024.

The proposed rule is intended to (i) prohibit incentive-based payment arrangements that the banking agencies determine could encourage certain financial institutions to take inappropriate risks by providing excessive compensation or that could lead to material financial loss, (ii) require the board of directors of those financial institutions to take certain oversight actions related to incentive-based compensation, and (iii) require those financial institutions to disclose information concerning incentive-based compensation arrangements to the appropriate federal regulator.

Although a final rule has not been issued, and it is unclear if a final rule will be issued, or if issued, what the timing of issuance would be, Valley and the Bank have undertaken efforts to ensure that their incentive compensation plans do not encourage inappropriate risks, consistent with the principles identified above.

No final rule implementing this provision of the Dodd-Frank Act has, as of the date of the filing of this Report, been adopted.

Although a final rule has not been issued, and it is unclear if a final rule will be issued,

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or if issued, what the timing of issuance would be, Valley and the Bank have undertaken efforts to ensure that their incentive compensation plans do not encourage inappropriate risks.

Dividend Limitations

Valley is a legal entity separate and distinct from its subsidiaries.

Valley’s revenues (on a parent company only basis) result in substantial part from dividends paid by the Bank.

Valley’s revenues and cash flows (on a parent company only basis) result in substantial part from dividends paid by the Bank.

The Bank’s dividend payments are subject to regulatory limitations.

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In addition, the bank regulatory agencies have the authority to prohibit us from paying dividends if the supervising agency determines that such payment would constitute an unsafe or unsound practice.

Among other things, consultation with the Federal Reserve supervisory staff is required in advance of our declaration or payment of a dividend to our shareholders that exceeds our earnings for the trailing four-quarter period in which the dividend is being paid.

Transactions by the Bank with Related Parties

The Bank’s authority to extend credit to its directors, executive officers and 10 percent shareholders, as well as to entities controlled by such persons (insiders), is governed by the requirements of the National Bank Act, the Sarbanes-Oxley Act of 2002 and Regulation O of the Federal Reserve.

Federal Reserve guidance provides that we should consult with the Federal Reserve supervisory staff in advance of our declaration or payment of a dividend to our shareholders that exceeds our earnings, net of dividends, for the trailing four-quarter period in which the dividend is being paid or that exceeds our earnings for the period in which the dividend is being paid.

Transactions by the Bank with Affiliates and Other Related Parties

The Bank’s authority to extend credit or engage in other transactions with its affiliates is governed by the requirements of Sections 23A and 23B of the Federal Reserve Act, as implemented by Regulation W.

These laws (i) limit the extent to which an insured bank may engage in “covered transactions” with any one affiliate to an amount equal to 10% of the bank’s capital stock and surplus, and limit the aggregate of all such transactions with all affiliates to an amount equal to 20% of the bank’s capital stock and surplus, and (ii) require that all transactions between an insured bank and its affiliates be on terms substantially the same, or at least as favorable, to the bank as those that would be provided to a non-affiliate.

In addition, these laws require that an insured bank’s loans to affiliates must be fully collateralized.

The term “covered transaction” includes the making of loans to the affiliate, purchase of assets from the affiliate, issuance of a guarantee on behalf of the affiliate and several other types of transactions.

The Bank’s authority to extend credit to its directors, executive officers and 10 percent shareholders, as well as to entities controlled by such persons (insiders), is governed by the requirements of the National Bank Act, the Federal Reserve Act, the Sarbanes-Oxley Act of 2002 and Regulation O of the Federal Reserve.

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

Community Reinvestment

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

Under the CRA, as implemented and overseen by federal banking regulators, an insured depository institution has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods.

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

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

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of certain applications by such institution.

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

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

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

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

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

The Bank received an overall “Outstanding Rating” in its most recent completed examination for the three-year period ending in 2024.

On October 24, 2023, the federal banking agencies finalized a rule to amend their regulations implementing the CRA.

The final rule would, among other things, establish a tailored framework for CRA evaluations and data collection based on bank size and business models and, for banks with over $2 billion in total assets, implement separate evaluations for retail lending, retail services and products, community development financing, and community development services.

The evaluation of retail services and products banks would also cover digital delivery systems, including online banking or mobile banking, for banks with over $10 billion in total assets, such as the Bank.

The final rule became effective on April 1, 2024, with staggered compliance dates of January 1, 2026 and January 1, 2027.

On July 16, 2025, the agencies issued a proposal to rescind the October 2023 final rule and reinstate the CRA framework that existed prior to the October 2023 final rule.

The Bank’s most recent performance evaluation was conducted using the CRA framework that existed prior to the October 2023 final rule.

Bank Secrecy Act (BSA)/USA PATRIOT Act

The Bank is subject to the reporting and recordkeeping requirements of the BSA and its implementing regulations.

Under the BSA, the Bank is required, among other things, to establish and maintain a BSA/AML Program with procedures reasonably designed to assure and monitor compliance with BSA regulatory requirements.

Under the BSA, the Bank is required, among other things, to establish and maintain a BSA/AML Program with procedures reasonably

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designed to assure and monitor compliance with BSA regulatory requirements.

As part of the USA PATRIOT Act, Congress adopted the Anti-Money Laundering Act, which amended the BSA and introduced and expanded certain requirements.

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The proposed amendments would require supervised institutions to identify, evaluate and document the institution’s money laundering, terrorist financing and other illicit finance activity risks, as well as consider, as appropriate, FinCEN’s published national AML/CFT priorities.

In August 2024, FinCEN adopted a rule extending anti-money laundering obligations, including maintenance of an anti-money laundering program and filing certain reports with FinCEN, to registered investment advisers, which are applicable to certain of our subsidiaries compliance with these programs required beginning on January 1, 2026.

In August 2024, FinCEN adopted a rule extending anti-money laundering obligations, including maintenance of an anti-money laundering program and filing certain reports with FinCEN, to certain registered investment advisers, including certain of our subsidiaries.

While the final rule requires compliance with these programs beginning on January 1, 2026, in August 2025 the Secretary of the Treasury issued an order exempting covered investment advisers from compliance until January 1, 2028.

OFAC Regulation

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OFAC publishes lists of specially designated targets and issues regulations and implements executive orders that restrict dealings with certain countries and territories.

We and the Bank are responsible for, among other things, blocking accounts of,

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and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.

We and the Bank are responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.

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

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Department of Justice and bank regulatory authorities, also seeks to enforce discriminatory lending laws.

In such actions, the CFPB and others have used a disparate impact analysis, which measures discriminatory results without regard to intent.

In such actions, the CFPB and others have historically used a disparate impact analysis, which

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measures discriminatory results without regard to intent.

Consequently, unintentional actions by Valley could have a material adverse impact on our lending and results of operations if the actions are found to be discriminatory by our regulators.

In December 2024, the CFPB issued a final rule that, among other things, amends Regulation Z (otherwise known as the “Truth-In-Lending Act”) and impacts extensions of overdraft credit offered by financial institutions with more than $10 billion in assets.

The final rule requires that extensions of overdraft credit, which is defined as generally including consumer credit extended by a financial institution to pay a transaction from a checking or other account held at the financial institution when the consumer has insufficient or unavailable funds in that account, adhere to certain consumer protections required of similarly situated products.

If the overdraft fee is at or below the institution’s cost as determined by (i) calculating its own costs and losses using a standard set forth in the rule, or (ii) utilizing a benchmark fee of five dollars, then the charges that exceed costs and losses will become a covered overdraft credit and subject to Regulation Z which will require additional disclosure regarding borrowing costs, rates, and fees.

The provisions of the final rule become effective on October 1, 2025.

The Bank is subject to federal consumer protection statutes and regulations promulgated under those laws, including, but not limited to the following:

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

Valley National Bank’s deposit operations are also subject to the following federal statutes and regulations, among others:

The Bank’s deposit operations are also subject to the following federal statutes and regulations, among others:

• The Truth in Savings Act and Regulation DD, which requires disclosure of deposit terms to consumers;

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• Electronic Funds Transfer Act and Regulation E, governing automatic deposits to, and withdrawals from, deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.

The CFPB examines Valley National Bank’s compliance with such laws and the regulations under them.

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The CFPB examines the Bank’s compliance with such laws and the regulations under them.

Insurance of Deposit Accounts

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Under the current system, premiums are assessed quarterly.

The FDIC, as required under the FDIA, established a plan in September 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35 percent within eight years.

The FDIC, as required under the Federal Deposit Insurance Act, established a plan in September 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35 percent within eight years.

This plan did not include an increase in the deposit insurance assessment rate.

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In October 2022, the FDIC adopted a final rule to increase initial base deposit insurance assessment rate schedules by 2 basis points, beginning with the first quarterly assessment period of 2023.

The FDIC also concurrently maintained the Designated Reserve Ratio for the DIF at 2 percent.

The FDIC also maintained the Designated Reserve Ratio for the DIF at 2 percent.

In November 2023, the FDIC issued a final rule to implement a special assessment to recoup losses to the DIF associated with protecting uninsured depositors following the bank failures in the first half of 2023.

Under the rule, the assessment base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion of uninsured deposits.

In the first quarter 2024, the FDIC started collection of the special assessment at an annual rate of approximately 13.4 basis points over eight quarterly assessment periods.

The special assessment for the Bank totaled $59.1 million, adjusted based upon revised loss information received from the FDIC in 2024, and resulted in pre-tax charges of $50.3 million, $7.4 million and $1.4 million to earnings in the fourth quarter 2023, first quarter 2024 and second quarter 2024, respectively.

The FDIC retains the right to cease collection early, extend the special assessment collection period, and impose a final shortfall special assessment if actual losses exceed the amounts collected.

In the first quarter 2024, the FDIC started collecting the special assessment at an annual rate of approximately 13.4 basis points over eight quarterly assessment periods.

The special assessment for the Bank totaled $59.1 million, adjusted based upon revised loss information received from the FDIC in 2024, and resulted in pre-tax charges of $8.8 million and $50.3 million to earnings for the years ended December 31, 2024 and 2023, respectively.

During 2025, the FDIC continued to reduce the DIF’s estimated losses related to these bank failures resulting in a $9.5 million reduction in our total FDIC assessment expense for the year ended December 31, 2025.

Refer to the “Non-Interest Expense” section of the MD&A for additional information related to the FDIC’s special assessment.

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Federal Securities Laws

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In this capacity, VFM and Valley Wealth Managers, Inc.

are subject to the Investment Advisers Act, and

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SEC rules and regulations thereunder, including with respect to record-keeping, operational and marketing requirements, disclosure obligations, fiduciary and other obligations and prohibitions on fraudulent activities.

are subject to the Investment Advisers Act, and SEC rules and regulations thereunder, including with respect to record-keeping, operational and marketing requirements, disclosure obligations, fiduciary and other obligations and prohibitions on fraudulent activities.

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

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In the course of our operations, we collect, use, store, disclose, transfer and otherwise process personal information of our customers, employees and third parties with whom we conduct business.

Accordingly, we are subject to a variety of increasingly stringent federal, state and local laws and regulations relating to data privacy and cybersecurity.

Accordingly, we are subject to a variety of

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increasingly stringent federal, state and local laws and regulations relating to data privacy and cybersecurity.

For example, at the U.S.

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The rule also imposes requirements on bank service providers to notify their affected banking organization customers of certain computer-security incidents.

At the state level, we are subject to laws and regulations such as the California Consumer Privacy Act (as amended by the California Privacy Rights Act, collectively, the CCPA), which broadly defines personal information and gives California residents expanded privacy rights and protections, such as affording them the right to access and request deletion of their information and to opt out of certain sharing and sales of personal information.

At the state level, we are subject to laws and regulations such as the California Consumer Privacy Act (as amended by the California Privacy Rights Act, collectively, the CCPA), which broadly defines personal information and gives California residents expanded privacy rights and protections, such as affording them the right to access, correct, and delete their information and to opt out of certain sharing and sales of personal information.

Numerous other states also have enacted, or are in the process of enacting or considering, comprehensive state-level data privacy and cybersecurity laws and regulations that share similarities with the CCPA.

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states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach.

Additionally, the New York State Department of Financial Services (NYDFS) has issued Cybersecurity Requirements for Financial Services Companies, which took effect in 2017 and were recently amended, and which require banks, insurance companies and other financial services institutions regulated by the NYDFS to establish and maintain a cybersecurity program designed to protect consumers and ensure the safety and soundness of New York State’s financial services industry.

Additionally, the New York State Department of Financial Services (NYDFS) has issued Cybersecurity Requirements for Financial Services Companies, which took effect in 2017 and were recently amended, and which require banks, insurance companies and other financial services institutions regulated by the NYDFS, including certain of our subsidiaries, to establish and maintain a cybersecurity program designed to protect consumers and ensure the safety and soundness of New York State’s financial services industry.

The cybersecurity regulation includes specific requirements for these institutions’ cybersecurity compliance programs and imposes an obligation to conduct ongoing, comprehensive risk assessments.

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Recent and ongoing developments may also impact our data privacy- and cybersecurity-related risk profile and internal controls.

On October 22, 2024, the CFPB announced a final rule regarding personal financial data rights that is designed to

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promote “open banking.” The rule requires, among other things, that data providers, including financial institutions, make available to consumers and certain authorized third parties upon request certain covered transaction, account and payment information.

Assuming the rule remains in effect in its current form, compliance is required by April 1, 2027 for depository institutions that hold between $10 billion and $250 billion in assets, subject to the outcome of pending litigation challenging the rule.

On October 22, 2024, the CFPB announced a final rule regarding personal financial data rights that is designed to promote “open banking.” The rule would require, among other things, that data providers, including financial institutions, to make available to consumers and certain authorized third parties upon request certain covered transaction, account and payment information.

Industry organizations challenged the final rule in court.

On July 29, 2025, the district court granted a motion by the CFPB to stay the proceedings while the CFPB conducts a rulemaking to revise the final rule substantially.

On August 22, 2025, the CFPB issued an advance notice of proposed rulemaking to solicit comments and data on several issues as part of a reconsideration of the final rule.

On October 29, 2025, the district court issued a preliminary injunction preventing the CFPB from enforcing the final rule until the CFPB has completed its reconsideration of the rule.

In May 2024, the SEC finalized amendments to Regulation S-P which requires broker-dealers, investment companies, registered investment advisers, and transfer agents to address the expanded use of technology and corresponding risks that have emerged since Regulation S-P was first adopted by developing, implementing, and maintaining written policies and procedures for an incident response program that is reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information.

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

What changed 10-K

Item 1. Business