What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 323 added, 429 removed, 2224 unchanged (25% of the section changed)

7 unchanged sentences

Equity securities 82,774 71,513

Trading debt securities — 3,973

Available for sale debt securities 4,202,218 3,369,724

33 unchanged sentences

98,101 98,101

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

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

144,654 144,654

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

30 unchanged sentences

Net Interest Income 1,763,644 1,628,708 1,665,478

(Credit) provision for credit losses for available for sale and held to maturity securities ( 558 ) 4,559 481

Provision (credit) for credit losses for available for sale and held to maturity securities 87 ( 558 ) 4,559

Provision for credit losses for loans 139,687 309,388 45,625

5 unchanged sentences

Service charges on deposit accounts 61,227 48,276 41,306

Gains (losses) on securities transactions, net 100 1,104 ( 1,230 )

Gains on securities transactions, net 74 100 1,104

Fees from loan servicing 13,352 12,393 10,670

(Losses) gains on sales of loans, net ( 5,840 ) 6,054 6,418

Gains on sales of assets, net 3,727 6,809 897

Gains (losses) on sales of loans, net 6,906 ( 5,840 ) 6,054

(Losses) gains on sales of assets, net ( 3 ) 3,727 6,809

Bank owned life insurance 20,048 16,942 11,843

8 unchanged sentences

Professional and legal fees 86,747 70,315 80,567

Loss on extinguishment of debt 922 — —

Amortization of tax credit investments 41,792 18,946 18,009

17 unchanged sentences

Net income $ 597,983 $ 380,271 $ 498,511

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Unrealized losses and gains on available for sale debt securities

Net (losses) gains arising during the period ( 18,397 ) 12,950 ( 136,981 )

Net gains (losses) arising during the period 69,346 ( 18,397 ) 12,950

Amounts reclassified to earnings ( 1 ) 1 ( 634 )

1 unchanged sentence

Unrealized gains and losses on derivatives (cash flow hedges)

Net (losses) gains on derivatives arising during the period — ( 757 ) 3,362

Net losses on derivatives arising during the period — — ( 757 )

Amounts reclassified to earnings ( 825 ) ( 869 ) 638

1 unchanged sentence

Defined benefit pension and postretirement benefit plans

Net gains (losses) arising during the period 10,609 5,442 ( 13,175 )

Net gains arising during the period 12,882 10,609 5,442

Amortization of prior service cost ( 99 ) ( 97 ) ( 90 )

Amortization of actuarial net (losses) gains ( 125 ) ( 3 ) 644

Amortization of actuarial net losses ( 348 ) ( 125 ) ( 3 )

Total 12,435 10,387 5,349

Total other comprehensive (loss) income ( 8,878 ) 17,546 ( 146,070 )

Total other comprehensive income (loss) 80,955 ( 8,878 ) 17,546

Total comprehensive income $ 678,938 $ 371,393 $ 516,057

9 unchanged sentences

Shareholders’

($ in thousands)

(in thousands, except for per share data)

Balance - December 31, 2022 $ 209,691 506,374 $ 178,185 $ 4,980,231 $ 1,218,445 $ ( 164,002 ) $ ( 21,748 ) $ 6,400,802

Adjustment due to the adoption of ASU No.

2022-02 — — — — 990 — — 990

Balance - January 1, 2023 209,691 506,374 178,185 4,980,231 1,219,435 ( 164,002 ) ( 21,748 ) 6,401,792

Net income — — — — 498,511 — — 498,511

Other comprehensive loss, net of tax — — — — — ( 146,070 ) — ( 146,070 )

Other comprehensive income, net of tax — — — — — 17,546 — 17,546

Cash dividends declared:

7 unchanged sentences

— 1,309 2 9,758 ( 4,011 ) — 18,049 23,798

Common stock issued in acquisition — 84,863 29,702 1,088,127 — — — 1,117,829

Common stock issued — 327 — — ( 650 ) — 4,400 3,750

Common stock repurchased — ( 300 ) — — — — ( 2,092 ) ( 2,092 )

Balance - December 31, 2023 209,691 507,710 178,187 4,989,989 1,471,371 ( 146,456 ) ( 1,391 ) 6,701,391

Adjustment due to the adoption of ASU 2022-02 — — — — 990 — — 990

Balance - January 1, 2023 209,691 506,374 178,185 4,980,231 1,219,435 ( 164,002 ) ( 21,748 ) 6,401,792

Net income — — — — 380,271 — — 380,271

Other comprehensive income, net of tax — — — — — 17,546 — 17,546

Other comprehensive loss, net of tax — — — — — ( 8,878 ) — ( 8,878 )

Cash dividends declared:

3 unchanged sentences

— — — — ( 9,163 ) — — ( 9,163 )

Preferred stock, Series C, $ 0.84 per share

— — — — ( 5,018 ) — — ( 5,018 )

Common Stock, $ 0.44 per share

2 unchanged sentences

— 1,878 592 20,380 — — 1,391 22,363

Preferred stock issued 144,654 — — — — — — 144,654

Common stock issued — 49,198 17,219 431,701 — — — 448,920

Common stock repurchased — ( 300 ) — — — — ( 2,092 ) ( 2,092 )

Balance - December 31, 2024 354,345 558,786 195,998 5,442,070 1,598,048 ( 155,334 ) — 7,435,127

Net income — — — — 597,983 — — 597,983

Other comprehensive loss, net of tax — — — — — ( 8,878 ) — ( 8,878 )

Other comprehensive income, net of tax — — — — — 80,955 — 80,955

Cash dividends declared:

9 unchanged sentences

— 3,883 732 22,775 ( 4,748 ) — 16,469 35,228

Preferred stock issued 144,654 — — — — — — 144,654

Common stock issued — 49,198 17,219 431,701 — — — 448,920

Common stock repurchased — ( 6,051 ) — — — — ( 63,245 ) ( 63,245 )

Balance - December 31, 2025 $ 354,345 556,618 $ 196,730 $ 5,464,845 $ 1,912,933 $ ( 74,379 ) $ ( 46,776 ) $ 7,807,698

14 unchanged sentences

Amortization of other intangible assets 30,428 35,045 39,768

Losses (gains) on available for sale and held to maturity debt securities, net 15 ( 401 ) ( 95 )

Proceeds from sales of loans held for sale 253,749 205,575 389,666

Losses (gains) on sales of loans, net 5,840 ( 6,054 ) ( 6,418 )

(Gains) losses on available for sale and held to maturity debt securities, net ( 17 ) 15 ( 401 )

Proceeds from sales of loans held for sale at fair value 185,226 253,749 205,575

(Gains) losses on sales of loans, net ( 6,906 ) 5,840 ( 6,054 )

Originations of loans held for sale ( 173,493 ) ( 244,710 ) ( 204,686 )

Gains on sales of assets, net ( 3,727 ) ( 6,809 ) ( 897 )

Net deferred income tax (benefit) expense ( 6,139 ) ( 9,359 ) 7,485

Losses (gains) on sales of assets, net 3 ( 3,727 ) ( 6,809 )

Loss on extinguishment of debt 922 — —

Net deferred income tax expense (benefit) 10,896 ( 6,139 ) ( 9,359 )

Net change in:

8 unchanged sentences

Cash flows from investing activities:

Net loan originations and purchases ( 137,723 ) ( 3,346,633 ) ( 6,868,735 )

Loans originated and purchased, net of principal collected ( 1,476,923 ) ( 137,723 ) ( 3,346,633 )

Equity securities:

Purchases ( 14,293 ) ( 9,950 ) ( 14,011 )

Sales 1,910 1,850 3,118

Sales and capital returns 4,463 1,910 1,850

Held to maturity debt securities:

10 unchanged sentences

Purchases of real estate property and equipment ( 18,098 ) ( 16,144 ) ( 76,046 )

Cash and cash equivalents acquired in acquisitions, net — — 321,540

Net cash used in investing activities $ ( 2,164,443 ) $ ( 709,284 ) $ ( 3,349,502 )

13 unchanged sentences

Cash dividends paid to common shareholders ( 248,885 ) ( 228,228 ) ( 225,411 )

Purchase of common shares related to stock compensation plan activity ( 9,801 ) ( 8,867 ) ( 9,383 )

Purchase of common shares to treasury ( 63,001 ) — ( 2,092 )

14 unchanged sentences

35,504 21,501 81,727

Acquisitions:

Non-cash assets acquired:

Equity securities $ — $ — $ 6,239

Investment securities available for sale — — 505,928

Investment securities held to maturity — — 806,627

Loans, net — — 5,844,070

Premises and equipment — — 38,827

Lease right of use assets — — 49,434

Bank owned life insurance — — 126,861

Accrued interest receivable — — 25,717

Goodwill — — 409,928

Other intangible assets — — 159,587

Other assets — — 155,945

Total non-cash assets acquired $ — $ — $ 8,129,163

Liabilities assumed:

Deposits $ — $ — $ 7,029,997

Short-term borrowings — — 103,794

Lease liabilities — — 79,844

Accrued expenses and other liabilities — — 119,240

Total liabilities assumed $ — $ — $ 7,332,875

Net non-cash assets acquired $ — $ — $ 796,288

Cash and cash equivalents acquired in acquisitions, net $ — $ — $ 321,540

Common stock issued in acquisition $ — $ — $ 1,117,829

See accompanying notes to consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Note 1)

Valley National Bancorp, a New Jersey corporation, is a financial holding company that through its commercial bank subsidiary, Valley National Bank and its subsidiaries, provides a full range of commercial, retail and trust and investment services largely through its offices and ATM network throughout northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, Westchester County, New York, Florida, Alabama, California and Illinois.

Valley National Bancorp, a New Jersey corporation, is a financial holding company that through its commercial bank subsidiary, Valley National Bank and its subsidiaries, provide a full range of commercial, retail, and trust and investment services largely through its offices and ATM network throughout northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, Westchester County, New York, Florida, Alabama, California and Illinois.

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

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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.

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

Basis of Presentation

The consolidated financial statements of Valley include the accounts of the Bank and all other entities in which Valley has a controlling financial interest.

All inter-company transactions and balances have been eliminated.

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.

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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 December 31, 2024 and for all periods presented have been made.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly present Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at December 31, 2025 and for all periods presented have been made.

Significant Estimates.

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While management uses its best judgment, actual amounts or results could differ significantly from those estimates.

The current economic environment can also 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.

Current economic conditions increase uncertainty in these estimates, and actual results could differ materially.

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

Cash and Cash Equivalents

9 unchanged sentences

2025 Form 10-K

or losses on the AFS securities are recognized by the specific identification method and are included in net gains and losses on securities transactions within non-interest income.

Trading debt secu rities are reported at fair value with the unrealized gains or losses due to changes in fair value reported within non-interest income.

Net trading gains and losses are included in net gains and losses on securities transactions within non-interest income.

or losses on AFS securities are recognized by the specific identification method and are included in net gains and losses on securities transactions within non-interest income.

Equity securities are presented on the statements of financial condition at fair value with any unrealized and realized gains and losses reported in non-interest income.

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Treasury securities, U.S.

government agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds referred to as TEMS.

To measure the expected credit losses on HTM debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third-party.

Assumptions used in the model for pools of securities with common risk characteristics include the historical lifetime probability of default and severity of loss in the event of default, with the model incorporating several economic cycles of loss history data to calculate expected credit losses given default at the individual security level.

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 utilizes a third-party

discounted cash flow model.

The assumptions used in the model for pools of securities with common risk characteristics include the historical lifetime probability of default and severity of loss in the event of default, with common risk characteristics include the historical lifetime probability of default and severity of loss in the event of default, with the model incorporating several economic cycles of loss history data to calculate expected credit losses given default at the individual security level.

The model is adjusted for a probability weighted multi-scenario economic forecast to estimate future credit losses.

8 unchanged sentences

In assessing the impairment, Valley compares the present value of cash flows expected to be collected with the amortized cost basis of the security.

If it is determined that the decline in fair value was due to credit losses, an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis.

If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value is less than the amortized cost basis.

The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax.

Valley also assesses the intent to sell the securities (as well as the likelihood of a near-term recovery).

If Valley intends to sell an AFS debt security or it is more likely than not that Valley will be required to sell the security before recovery of its amortized cost basis, the debt security is written down to its fair value and the write down is charged to the debt security’s fair value at the reporting date with any incremental impairment reported in earnings.

When Valley intends to sell an AFS debt security or it is more likely than not that Valley will be required to sell the security before recovery of the amortized cost, the entire fair value adjustment will immediately be recognized in earnings in the non-interest income.

See Note 3 for additional information.

3 unchanged sentences

Origination fees and costs related to loans originated for sale (and carried at fair value) are recognized as earned and as incurred.

Loans held for sale are generally sold with loan

2024 Form 10-K

servicing rights retained by Valley.

Loans held for sale are generally sold with loan servicing rights retained by Valley.

Gains recognized on loan sales include the value assigned to the rights to service the loan.

See the “Loan Servicing Rights” section below.

Occasionally, Valley may elect to transfer certain loans at the lower of unamortized cost or fair market value to loans held for sale from the held for investment loan portfolio.

At December 31, 2024 , loans held for sale consisted of several residential mortgage loans originated for sale and one non-performing commercial real estate loan with a carrying value of $ 8.8 million .

Occasionally, Valley may elect to transfer certain loans at the lower of

2025 Form 10-K

unamortized cost or fair market value to loans held for sale from the held for investment loan portfolio.

At December 31, 2025 , loans held for sale consisted of several residential mortgage loans originated for sale and two non-performing commercial real estate loan relationships with a carrying value of $ 18.0 million .

Loans and Loan Fees

5 unchanged sentences

Cash collections from non-accrual loans are generally credited to the loan balance, and no interest income is recognized on these loans until the principal balance has been determined to be fully collectible.

A loan in which the borrowers’ obligation has not been released in bankruptcy courts may be restored to an accruing basis when it becomes well secured and is in the process of collection, or all past due amounts become current under the loan agreement and collectability is no longer doubtful.

A loan in which the borrower's obligation has not been released in bankruptcy courts may be restored to an accruing basis when it becomes well secured and is in the process of collection, or all past due amounts become current under the loan agreement and collectability is no longer doubtful.

Loans classified as PCD loans are acquired loans, mainly through bank acquisitions, where there is evidence of more than insignificant credit deterioration since their origination.

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Among other things, these adjustments include and account for differences in:

(i) the impact of the reasonable and supportable economic forecast, probability weightings and economic variables under each scenario and reversion period, (ii) other asset specific risks to the extent they do not exist in the historical loss information, and (iii) net expected recoveries of charged off loan balances.

(i) the impact of the reasonable and supportable economic forecast, probability weightings and economic variables under each scenario and reversion period, (ii) other weighted asset specific risks to the extent they do not exist in the historical loss information, and (iii) net expected recoveries of charged off loan balances.

These adjustments are based on qualitative factors not reflected in the transition matrix but are likely to impact the measurement of estimated credit losses.

The expected lifetime loss rate is the life

The expected lifetime loss rate is the life of loan loss percentage from the transition matrix model plus the impact of the adjustments for qualitative factors.

2025 Form 10-K

of loan loss percentage from the transition matrix model plus the impact of the adjustments for qualitative factors.

The expected credit losses are the product of multiplying the model’s expected lifetime loss rate by the exposure at default at period end on an undiscounted basis.

credit losses are the product of multiplying the model’s expected lifetime loss rate by the exposure at default at period end on an undiscounted basis.

Valley utilizes a two-year reasonable and supportable forecast period followed by a one-year period over which estimated losses revert to historical loss experience on a straight-line basis for the remaining life of the loan.

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The ROU assets represent the right to use underlying assets for the lease terms and lease liabilities represent Valley’s obligations to make lease payments arising from the lease.

The ROU assets include any prepaid lease payments and initial

The ROU assets include any prepaid lease payments and initial direct costs, less any lease incentives.

At the commencement dates of leases, ROU assets and lease liabilities are initially

2025 Form 10-K

direct costs, less any lease incentives.

At the commencement dates of leases, ROU assets and lease liabilities are initially recognized based on their net present values with the lease terms including options to extend or terminate the lease when Valley is reasonably certain that the options will be exercised to extend.

recognized based on their net present values with the lease terms including options to extend or terminate the lease when Valley is reasonably certain that the options will be exercised to extend.

ROU assets are amortized into net occupancy and equipment expense over the expected lives of the leases.

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See Note 6 for further details.

Bank Owned Life Insurance

Cash Surrender Value of Bank Owned Life Insurance

Valley owns bank owned life insurance to help offset the cost of employee benefits.

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Expenses incurred to maintain these properties, unrealized losses resulting from valuation write-downs after the date of foreclosure, and realized gains and losses upon sale of the properties are included in other non-interest expense.

OREO, including residential real estate properties, was not material at December 31, 2024 and 2023.

Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process t otaled $ 4.6 million and $ 1.6 million at December 31, 2024 and 2023, respectively.

OREO, consisting of commercial properties totaled $ 4.5 million at December 31, 2025 and $ 12.2 million, primarily consisting of commercial properties, at December 31, 2024.

Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $ 3.4 million and $ 4.6 million at December 31, 2025 and 2024, respectively.

Intangible assets resulting from acquisitions under the acquisition method of accounting consist of goodwill and other intangible assets (see “Other Intangible Assets” below).

9 unchanged sentences

2025 Form 10-K

In performing this reconciliation, Valley compares the sum of fair value of its reporting units to Valley’s market capitalization, adjusted for the presented value of estimated synergies which a market participant acquirer could reasonably expect to realize from a hypothetical acquisition of Valley.

In performing this reconciliation, Valley compares the sum of fair value of its reporting units to Valley’s market capitalization, adjusted for a control premium to realize from a hypothetical acquisition of Valley.

If Valley changed its strategy or if market conditions shifted, Valley's judgments may change, which may result in adjustments to the recorded goodwill balance.

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Other intangible assets are amortized using various methods over their estimated lives and are periodically evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable from future undiscounted cash flows.

If impairment is deemed to exist, an adjustment is recorded to earnings in the current period for the difference between the fair value of the asset and its carrying amount.

See further details regarding loan servicing rights below.

Loan Servicing Rights

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The fair value of each option granted is estimated using a binomial option pricing model.

The fair value of RSUs and awards is based upon the last sale price reported for Valley’s common stock on the date of grant or the last sale price reported preceding such date, except for performance-based stock awards with a market condition.

The fair value of RSUs and restricted stock awards is based upon the last sale price reported preceding the date of grant, except for performance-based stock awards with a market condition.

The grant date fair value of a performance-based stock award that vests based on a market condition is determined by a third-party specialist using a Monte Carlo valuation model.

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See Note 11 for additional information.

Business Combinations

Business combinations are accounted for under the acquisition method of accounting.

Acquired assets, including separately identifiable intangible assets, and assumed liabilities are recorded at their acquisition-date estimated fair values.

The excess of the cost of acquisition over these fair values is recognized as goodwill.

During the measurement period, which cannot exceed one year from the acquisition date, changes to estimated fair values are recognized as an adjustment to goodwill.

Certain transaction costs are expensed as incurred.

See Note 2 for additional information.

2024 Form 10-K

Fair Value Measurements

Valley measures many of its assets and liabilities on a fair value basis in accordance with ASC Topic 820, “Fair Value Measurement.” Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In general, fair values of financial instruments are based upon quoted market prices, where available.

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See Note 2 for additional information.

2025 Form 10-K

Revenue From Contracts With Customers

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Trust and investment management fee income is received for providing wealth management and investment advisory services and is typically calculated based on a percentage of client assets under management and recognized over the term of the investment management agreement as services are provided to the client.

Certain investment advisory success fees are earned when the related performance criteria have been satisfied, and it is probable that the fees will be earned.

Certain tax credit advisory fees are earned when the related performance criteria have been satisfied, and it is probable that the fees will be earned.

Insurance commissions.

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Service charges on deposit accounts.

Service charges on deposit accoun ts include maintenance fees, overdraft fees, and other account related charges.

Service charges on deposit accoun ts include commercial treasury management service fees, maintenance fees, overdraft fees, and other account related charges.

Deposit account related fees are typically recognized at the time these services are performed for the customer, or on a monthly basis.

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A valuation allowance is established to reduce deferred tax assets to the amount we expect to realize.

Deferred income tax expense or benefit results from

2024 Form 10-K

differences between assets and liabilities measured for financial reporting versus income-tax return purposes.

Deferred income tax expense or benefit results from differences between assets and liabilities measured for financial reporting versus income-tax return purposes.

The effect on deferred taxes of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.

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See Note 12 for additional information.

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

2025 Form 10-K

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 year ended December 31, 2025.

Additionally, Valley has evaluated certain provisions of the OBBBA that are effective starting in 2026, which are not expected to have a material impact on Valley's consolidated financial statements in future periods.

Comprehensive Income

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Diluted 1.01 0.69 0.95

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

Common stock options and RSUs with exercise 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.

Potential anti-dilutive weighted common shares totaled approximately 3.5 million, 2.4 million and 188 thousand for the years ended December 31, 2024, 2023 and 2022, respectively.

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

Stock options and RSUs with exercise and vesting prices that exceed the average market price of Valley’s common stock during the periods presented may have an anti-dilutive effect on the diluted earnings per common share calculation and therefore are excluded from the diluted earnings per share calculation.

Potential anti-dilutive weighted common shares totaled approximately 335 thousand, 3.5 million and 2.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Preferred and Common Stock Dividends

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See Note 17 for additional details on the preferred stock issuances.

The preferred shares are senior to Valley common stock, whereas the current year's dividends must be paid before Valley can pay dividends to its common shareholders.

Preferred dividends declared are deducted from net income for computing income available to common shareholders and earnings per common share computations.

The preferred shares have seniority over Valley’s common stock, meaning that dividends for the current year must be paid to preferred shareholders before any dividends can be distributed to common shareholders.

Preferred dividends declared are deducted from net income for calculating income available to common shareholders and earnings per common share computations.

Cash dividends to both preferred and common shareholders are payable and accrued when declared by the Board.

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Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

Currently, Valley does not have any cash flow hedges.

Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.

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New Authoritative Accounting Guidance

New Accounting Guidance Adopted in 2024 .

2023-02, “Investments –Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method,” is intended to improve the accounting and disclosures for investments in certain tax credit structures.

2023-02 allows the option to apply the proportional amortization method to account for investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met.

2023-02 became effective on January 1, 2024 and did not have a significant impact on Valley's consolidated financial statements.

Under the new guidance, Valley did not elect to apply the proportional amortization method as an accounting policy for its eligible tax credit investments and, as a result, there were no adjustments from adoption recognized in earnings on the date of adoption.

See additional disclosures regarding Valley's tax credit investments in Note 14 .

2022-03, “Fair Value Measurement of Equity Securities subject to Contractual Sale Restrictions,” updates guidance in ASC Topic 820, Fair Value Measurement and clarifies that a contractual sale restriction should not be considered in measuring fair value.

It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities including (i) the nature and remaining duration of the restriction;

(ii) the circumstances that could cause a lapse in restrictions;

and (iii) the fair value of the securities with

2025-09, “Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements,” amends the existing requirement that cash flow hedges of groups of individual forecasted transactions that use a single derivative as the hedging instrument share the same risk exposure.

Instead, the new guidance requires such groups to have a similar risk exposure.

Additionally, ASU No.

2025-09 clarifies that the quantitative threshold for determining similar risk exposure aligns with the highly effective threshold used in assessing hedge effectiveness.

2025-09 is effective for interim and annual reporting periods beginning after December 15, 2026 with early adoption permitted.

The amendments should be applied prospectively to all hedging relationships beginning on or after the date of adoption.

2025-09 is currently not expected to have a significant impact on Valley’s consolidated financial statements.

2025-08, “Financial Instruments - Credit Losses (Topic 326):

Purchased Loans,” amends the guidance in ASC 326 on the accounting for certain purchased loans.

Under the ASU No.

2025-8, entities must account for acquired loans that meet certain criteria of “purchased seasoned loans” at acquisition by recognizing them at their purchase price plus an allowance for expected credit losses (gross-up approach).

The intent of amendments is to align the accounting for purchased seasoned loans with the current accounting guidance under ASC 326 for PCD assets.

2025-08 is effective for interim and annual reporting periods beginning after December 15, 2026 with early adoption permitted.

The amendments must be applied

2025 Form 10-K

contractual sale restrictions.

2022-03 became effective on January 1, 2024 and Valley's adoption did not have a significant impact on its consolidated financial statements.

2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” requires public entities to disclose detailed information about a reportable segment’s expenses on both an annual and interim basis.

The amendments in ASU No.

2023-07 should be applied retrospectively to all periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

2023-07 became effective on December 31, 2024 and Valley's adoption did not have a significant impact on its consolidated financial statements, other than enhanced disclosures included in Note 21.

New Accounting Guidance Issued in 2024.

prospectively.

2025-08 is currently not expected to have a significant impact on Valley's consolidated financial statements.

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.

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 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.

2024-03, "Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40):

4 unchanged sentences

Valley is currently evaluating the impact of ASU No.

2024-03 on its consolidated financial statements.

BUSINESS COMBINATIONS (Note 2)

Bank Leumi Le-Israel Corporation.

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

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

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

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

Based on Valley’s closing stock price on March 31, 2022, the transaction was valued at $ 1.2 billion, inclusive of the value of options.

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

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

The transaction was accounted for under the acquisition method of accounting and accordingly the results of Bank Leumi USA's operations have been included in Valley's consolidated financial statements for the year ended December 31, 2022 from the date of acquisition.

The following table summarizes unaudited supplemental pro forma financial information giving effect to the Bank Leumi USA merger as if it had been completed on January 1, 2021:

(in thousands)

Net interest income $ 1,729,034

Non-interest income 228,284

Net income 623,052

Landmark Insurance of the Palm Beaches .

On February 1, 2022, the Bank's insurance agency subsidiary, Valley Insurance Services, acquired Landmark Insurance of the Palm Beaches Inc.

(“Landmark”) agency.

The purchase price included $ 8.6 million in cash and $ 1.0 million in contingent consideration.

Goodwill and other intangible assets totaled $ 4.4 million and $ 6.2 million, respectively.

The transaction was accounted for under the acquisition method of accounting and accordingly the results of Landmark's operations have been included in Valley's consolidated financial statements for the year ended December 31, 2022 from the date of acquisition.

Merger expenses for all acquisition related activities totaled $ 14.1 million and $ 71.2 million for the years ended December 31, 2023 and December 31, 2022, respectively.

The merger expenses largely consisted of technology costs, salaries and employee benefits expense, and professional and legal fees within non-interest expense on the consolidated statements of income.

2024 Form 10-K

2024-03 on its consolidated financial statements disclosures.

FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Note 2)

8 unchanged sentences

The assets presented under “non-recurring fair value measurements” in the table below are not measured at fair value on an ongoing basis but are subject to fair value adjustments under certain circumstances (e.g., when an impairment loss is recognized).

2025 Form 10-K

Fair Value Measurements at Reporting Date Using:

27 unchanged sentences

Non-recurring fair value measurements:

Non-performing loans held for sale (3)

$ 8,750 $ — $ 8,750 $ —

Collateral dependent loans (3)

$ 105,107 $ — $ — $ 105,107

Foreclosed assets 5,680 — — 5,680

13 unchanged sentences

Equity securities at net asset value (NAV)

Trading debt securities 3,973 3,973 — —

Available for sale debt securities:

18 unchanged sentences

Collateral dependent loans (3)

139,424 — — 139,424

Foreclosed assets 13,852 — — 13,852

Total $ 162,026 $ — $ 8,750 $ 153,276

(1) Represents residential mortgage loans held for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 16.8 million and $ 20.1 million at December 31, 2024 and 2023, respectively.

(1) Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 8.1 million and $ 16.8 million at December 31, 2025 and 2024, respectively.

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

(3) Reported at lower of cost or fair value.

(3) Net of specific reserve allocations reported within the allowance for loan losses totaling $ 82.0 million and $ 75.8 million at December 31, 2025 and 2024, respectively.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

3 unchanged sentences

Equity securities.

The equity securities consisted of two publicly traded mutual funds, CRA investments and a publicly traded financial technology company.

The equity securities consisted of two publicly traded mutual funds and CRA investments.

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 limited liability companies and partnerships at fair value measured at NAV using the most recently available financial information from the investee.

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 are measured at NAV per share (or its equivalent) as a practical expedient, which are excluded from fair value hierarchy levels in the tables above.

2025 Form 10-K

Trading debt securities .

The fair value of trading debt securities, consisting of U.S.

Treasury securities, are reported at fair value utilizing Level 1 inputs at December 31, 2023.

Management reviews the data and assumptions used in pricing the securities by its third-party provider to ensure the highest level of significant inputs are derived from market observable data.

Available for sale debt securities.

22 unchanged sentences

Non-performing commercial real estate loan held for sale.

During the year ended December 31, 2023 , Valley transferred a non-performing construction loan totaling $ 10.0 million, net of charge-offs of $ 4.2 million to the allowance for loan losses, to loans held for sale.

During the year ended December 31, 2023, Valley transferred a non-performing construction loan totaling $ 10.0 million, net a $ 4.2 million of charge-offs to the allowance for loan losses, to loans held for sale.

The fair value of the loan was determined using Level 2 inputs, including bids from a third-party broker engaged to solicit interest from potential purchasers.

2 unchanged sentences

During the year ended December 31, 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.

The loan did not require remeasurement at fair value during the year ended December 31, 2025, as its estimated fair value, based on a current appraisal, exceeded its adjusted carrying balance of $ 8.8 million at December 31, 2025.

Loans not originated for held for sale are measured at the lower of cost or market.

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 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.

1 unchanged sentence

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

At December 31, 2024, 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 $ 215.2 million and $ 164.8 million at December 31, 2024 and 2023, respectively, (including taxi medallion loans totaling $ 49.5 million and $ 62.3 million at December 31, 2024 and 2023, respectively) were reduced by specific allowance for loan losses allocations totaling $ 75.8

At December 31, 2025, collateral dependent loans were individually re-measured and reported at fair value (net carrying amount) 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 $ 187.1 million and $ 215.2 million at December 31, 2025 and 2024, respectively, (including taxi medallion loans totaling $ 47.1 million and $ 49.5 million at December 31, 2025 and 2024, respectively) were reduced by specific allowance for loan losses allocations totaling $ 82.0 million and $ 75.8 million to a reported total net carrying amount of $ 105.1 million and $ 139.4 million at December 31, 2025 and 2024, respectively .

2025 Form 10-K

million and $ 74.2 million to a reported total net carrying amount of $ 139.4 million and $ 90.6 million at December 31, 2024 and 2023, respectively .

Foreclosed assets.

2 unchanged sentences

If further declines in the estimated fair value of an asset occur, the asset 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 $ 3.4 million of losses for the year ended December 31, 2025, included in non-interest expense.

There were no write-downs of foreclosed assets during the years ended December 31, 2024 and 2023.

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

29 unchanged sentences

3,496,571 3,129,603 3,532,220 3,028,284

Net loans Level 3 48,240,861 46,634,654 49,764,215 47,981,499

Net loans (3)

Level 3 49,571,352 47,868,967 48,240,861 46,634,654

Accrued interest receivable Level 1 243,897 243,897 239,941 239,941

12 unchanged sentences

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

(3) Includes non-performing loans held for sale carried at lower of cost (or market) of $ 18.0 million at December 31, 2025.

(4) Included in other assets.

4 unchanged sentences

See Note 2 for further details on equity securities.

Trading Debt Securities

Valley had no trading debt securities at December 31, 2024.

The fair value of trading debt securities totaled $ 4.0 million at December 31, 2023.

Net trading gains are included in net gains and losses on securities transactions within non-interest income.

See the “Realized Gains and Losses” section below.

2025 Form 10-K

77 unchanged sentences

Total $ 4,290,642 $ 4,202,218

The weighted-average remaining expected life for residential mortgage-backed securities AFS was 8.23 years at December 31, 2024.

The weighted average remaining expected life for AFS residential mortgage-backed securities was 6.60 years at December 31, 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 as a result of the unpredictable nature of the U.S.

economy, and their potential negative effect on the future performance of the security issuers.

These securities may pose a higher risk of future impairment due to economic uncertainty and potential adverse effects on issuers’ performance.

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

1 unchanged sentence

Valley also evaluated AFS debt securities that were in an unrealized loss position as of December 31, 2025 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors.

During the first quarter 2023, Valley recognized a credit-related impairment of one corporate bond issued by Signature Bank resulting in both a provision for credit losses and full charge-off security totaling $ 5.0 million.

During 2023, Valley recognized a credit-related impairment of one corporate bond issued by a failed bank resulting in both a provision for credit losses and full charge-off security totaling $ 5.0 million.

The credit-related impairment was based on a comparison of the present value of expected cash flows to the amortized cost.

The bond was subsequently sold and the sale resulted in a $ 869 thousand gain during the fourth quarter 2023.

There was no impairment recognized during years ended December 31, 2024 and 2022.

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.

There was no impairment recognized during the years ended December 31, 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 these securities prior to recovery of their amortized cost basis.

None of the AFS debt securities were past due as of December 31, 2025.

6 unchanged sentences

December 31, 2025

Treasury securities $ 25,480 $ — $ ( 19 ) $ 25,461 $ — $ 25,480

government agency securities $ 292,269 $ 19 $ ( 39,226 ) $ 253,062 $ — $ 292,269

33 unchanged sentences

December 31, 2025

Treasury securities $ 25,461 $ ( 19 ) $ — $ — $ 25,461 $ ( 19 )

government agency securities $ — $ — $ 235,027 $ ( 39,226 ) $ 235,027 $ ( 39,226 )

22 unchanged sentences

Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 667 and 798 at December 31, 2025 and 2024, respectively.

As of December 31, 2024, the fair value of debt securities HTM that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $ 1.2 billion.

As of December 31, 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 $ 1.4 billion.

Contractual Maturities

12 unchanged sentences

Total $ 3,496,571 $ 3,129,603

The weighted-average remaining expected life for residential mortgage-backed securities HTM was 9.41 years at December 31, 2024.

The weighted-average remaining expected life for HTM residential mortgage-backed securities was 9.06 years at December 31, 2025.

Credit Quality Indicators

1 unchanged sentence

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

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

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

(in thousands)

December 31, 2025

Treasury securities $ 25,480 $ — $ — $ — $ 25,480

government agency securities $ 292,269 $ — $ — $ 292,269

24 unchanged sentences

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.

Valley has a zero loss expectation for certain securities within the HTM portfolio, and therefore it is not required to estimate an allowance for credit losses related to these securities under the CECL standard.

After an evaluation of qualitative factors, Valley identified the following security types which it believes qualify for this exclusion:

8 unchanged sentences

Beginning balance $ 647 $ 1,205 $ 1,646

(Credit) provision for credit losses ( 558 ) ( 441 ) 481

Provision (credit) for credit losses 87 ( 558 ) ( 441 )

Ending balance $ 734 $ 647 $ 1,205

11 unchanged sentences

Total 17 ( 15 ) ( 467 )

Net gains (losses) on trading debt securities 115 702 ( 1,325 )

Gains (losses) on securities transactions, net $ 100 $ 1,104 $ ( 1,230 )

The gross gains on sales transactions for the year ended December 31, 2023 resulted from the sale of a previously impaired and fully charged-off corporate bond issued by Signature Bank.

Net gains on trading debt securities 57 115 702

Gains on securities transactions, net $ 74 $ 100 $ 1,104

The gross gains on sales transactions for the year ended December 31, 2023 resulted from the sale of a previously impaired and fully charged-off corporate bond issued by a bank that failed in 2023.

2025 Form 10-K

LOANS AND ALLOWANCE FOR CREDIT LOSSES FOR LOANS (Note 4)

The detail of the loan portfolio as of December 31, 2024 and 2023 was as follows:

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

(in thousands)

16 unchanged sentences

During 2024, Valley sold $ 75.5 million of performing residential mortgage loans not originated for sale resulting in a modest net gain.

During 2025, Valley transferred non-performing construction and commercial real estate loan relationships totaling $ 14.1 million and $ 10.2 million, respectively, from the held for investment loan portfolio to loans held for sale.

The construction loans sales resulted in a $ 1.3 million loss for the year ended December 31, 2025.

In February 2024, Valley completed the sale of its commercial premium finance lending business for $ 96.8 million.

4 unchanged sentences

These performing loans were sold to an unrelated party during the fourth quarter 2024 and resulted in a $ 13.7 million net loss (due to transaction costs and a net market discount) for the year ended December 31, 2024.

During the year ended December 31, 2023, Valley transferred from the held for investment loan portfolio a non-performing construction loan totaling $ 10.0 million, net of $ 4.2 million in charge-offs at the transfer date.

The non-performing loan held for sale had a carrying value of $ 8.8 million, net of a $ 1.2 million valuation allowance, at December 31, 2024.

See Note 3 for further details.

Related Party Loans

In the ordinary course of business, Valley has granted loans to certain directors, executive officers, and their affiliates (collectively referred to as “related parties”).

These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectibility.

These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated people and do not involve more than normal risk of collectibility.

All loans to related parties are performing as of December 31, 2025.

5 unchanged sentences

Repayments ( 2,523 )

Effect of changes in status of related parties * ( 130,935 )

December 31, 2025 $ 103,219

* Changes in status represent individuals who were either added as related parties or ceased to be related parties during the year.

Loan Portfolio Risk Elements and Credit Risk Management

6 unchanged sentences

Commercial and industrial loans.

While a focused area for growth in the percentage mix of our total loan portfolio, a significant portion of Valley’s commercial and industrial loan portfolio consists of loans to long standing customers of proven ability, strong repayment performance, and high character.

Underwriting standards for both existing and new customers are based on cash flow from the operations of the business.

19 unchanged sentences

Appraisals and valuations of real estate collateral are contracted directly with independent appraisers or from valuation services and not through appraisal management companies.

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

Residential mortgage loans include fixed and variable interest rate loans secured by one to four family homes.

Credit scoring, using FICO ® and other proprietary credit scoring models are employed in the ultimate,

2025 Form 10-K

judgmental credit decision by Valley’s underwriting staff.

Residential mortgage loans include fixed and variable interest rate loans secured by one to four family homes.

Consumer loans.

56 unchanged sentences

Valley utilizes an internal loan classification system as a means of reporting problem loans within commercial and industrial, commercial real estate, and construction loan portfolio classes.

Under Valley’s internal risk rating system, loan relationships could be classified as “Pass,” “Special Mention,” “Substandard,” “Doubtful,” and “Loss.” Substandard loans include loans that exhibit well-defined weakness and are characterized by the distinct possibility that Valley will sustain some loss if the deficiencies are not corrected.

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.

6 unchanged sentences

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

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

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

(in thousands)

14 unchanged sentences

Substandard — 390 — 39,077 1,638 8,535 51,620 32,965 134,225

Doubtful — — 2,074 — 7,273 — — — 9,347

Total construction $ 717,058 $ 526,130 $ 225,289 $ 308,008 $ 80,240 $ 58,977 $ 498,119 $ 57,412 $ 2,471,233

2 unchanged sentences

Amortized Cost Basis by Origination Year

December 31, 2023 2023 2022 2021 2020 2019 Prior to 2019 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total

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)

9 unchanged sentences

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

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

3 unchanged sentences

2025 Form 10-K

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.

For residential mortgage, 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 December 31, 2025 and 2024, as well as the gross loan charge-offs by year of origination for the years ended December 31, 2025 and 2024:

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

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

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

(in thousands)

18 unchanged sentences

Amortized Cost Basis by Origination Year

December 31, 2023 2023 2022 2021 2020 2019 Prior to 2019 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total

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)

20 unchanged sentences

The following table shows the amortized cost basis of loans to borrowers experiencing financial difficulty at December 31, 2025 and 2024 that were modified during the years ended December 31, 2025 and 2024, disaggregated by class of financing receivable and type of modification.

Each of the types of modifications was less than one percent of their respective loan categories.

Interest Rate Reduction Term Extension Term Extension and Interest Rate Reduction Other Than Insignificant Payment Delay Total % of Total Loan Class

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)

1 unchanged sentence

Commercial real estate — 38,337 985 20,388 108,520 168,230 0.63

Construction — — — 2,505 2,505 0.08

Residential mortgage — 1,843 — — — 1,843 0.03

Home equity — — — 44 44 0.01

Total $ — $ 74,733 $ 11,150 $ 20,388 $ 127,537 $ 233,808 0.47

1 unchanged sentence

Commercial real estate 3,223 82,206 16,198 — 173,780 275,407 1.04

Construction — — — — 2,505 2,505 0.08

Residential mortgage — 1,041 — — 1,136 2,177 0.04

Home equity — — — — 44 44 0.01

Consumer — 43 — — 43 —

Total $ 4,048 $ 195,245 $ 16,198 $ — $ 177,465 $ 392,956 0.81

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

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

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

Commercial and industrial 0.13 % 14 $ — 28

Commercial real estate 5.50 14 17,500 * 3

Construction — — 43

Residential mortgage — 62 — —

Home equity — 120 5

Commercial and industrial 3.10 % 10 $ — —

Commercial real estate 0.91 12 — 10

Construction — — — 43

Residential mortgage — 145 — 7

Home equity — 120 — 5

Consumer — 60 —

* 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.

2025 Form 10-K

6 unchanged sentences

Commercial real estate 168,230 * — — 168,230

Construction 2,505 — — 2,505

Residential mortgage 1,710 — 133 1,843

Home equity — 44 — 44

Total $ 233,675 $ — $ 133 $ 233,808

2 unchanged sentences

Commercial real estate 275,361 — 46 275,407

Construction 2,505 — — 2,505

Residential mortgage 1,898 184 95 * 2,177

Home equity — 44 — 44

Consumer 43 — — 43

Total $ 390,525 $ 2,290 $ 141 $ 392,956

* Indicates non-accrual loans.

* Includes non-accrual loans.

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

1 unchanged sentence

(in thousands)

Commercial real estate $ 46 $ —

Residential mortgage $ 133 $ —

Total $ 133 $ —

Commercial and industrial $ 14,888 $ —

Commercial real estate $ 46 $ —

Residential mortgage 868 95

Total $ 914 $ 95

Valley did not extend any commitments to lend additional funds to borrowers experiencing financial difficulty whose loans had been modified during the year ended December 31, 2024 and 2023.

Valley did not extend any commitments to lend additional funds to borrowers experiencing financial difficulty whose loans had been modified during the years ended December 31, 2025 and 2024.

Collateral dependent loans.

11 unchanged sentences

Home equity 2,008 1,341

Consumer — 589

Total $ 416,153 $ 329,702

26 unchanged sentences

Net (charge-offs) recoveries ( 56,944 ) ( 54,010 ) 369 ( 6,330 ) ( 116,915 )

Provision for loan losses 101,904 187,915 15,827 8,734 314,380

Provision (credit) for loan losses 64,807 77,288 ( 5,735 ) 5,105 141,465

Ending balance $ 180,865 $ 327,426 $ 53,529 $ 21,580 $ 583,400

2 unchanged sentences

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

Impact of the adoption of ASU No.

2022-02 ( 739 ) ( 589 ) ( 12 ) ( 28 ) ( 1,368 )

Beginning balance, adjusted 139,202 258,819 39,008 20,258 457,287

Loans charged-off ( 68,299 ) ( 138,495 ) ( 29 ) ( 8,289 ) ( 215,112 )

35 unchanged sentences

Total $ 372,448 $ 388,303

During 2023, Valley recognized an operating lease ROU asset and related lease liability totaling $ 58.3 million and $ 66.4 million, respectively, related to its new headquarters located in Morristown, New Jersey.

The ROU asset was reduced by construction allowance incentives totaling $ 8.2 million, which are amortized over the lease term.

The following table presents the components by lease type, of total lease cost recognized in the consolidated statements of income for the years ended December 31, 2025, 2024 and 2023:

16 unchanged sentences

Financing cash flows from finance leases 156 3 18

2024 Form 10-K

The following table presents supplemental information related to leases at December 31, 2025 and 2024:

5 unchanged sentences

Finance leases 4.32 % 4.33 %

2025 Form 10-K

The following table presents a maturity analysis of lessor and lessee arrangements outstanding as of December 31, 2025:

24 unchanged sentences

Depreciation and amortization of premises and equipment included in net occupancy expense for the years ended December 31, 2025, 2024 and 2023 was approximately $ 38.1 million, $ 43.7 million and $ 43.4 million, respectively.

2024 Form 10-K

GOODWILL AND OTHER INTANGIBLE ASSETS (Note 7)

9 unchanged sentences

There was no impairment of goodwill recognized during the years ended December 31, 2025, 2024 and 2023.

2025 Form 10-K

The following tables summarize other intangible assets at December 31, 2025 and 2024:

24 unchanged sentences

Loan servicing rights are accounted for using the amortization method.

There was no valuation allowance at December 31, 2024, 2023 and 2022 and no net impairment recognized during the years ended December 31, 2024, 2023 and 2022.

2024 Form 10-K 124

The Bank services residential mortgage loan portfolios and it is compensated for loan administrative services performed for mortgage servicing rights of loans originated and sold by the Bank, and to a lesser extent, purchased mortgage servicing rights.

The aggregate principal balances of residential mortgage loans serviced by the Bank for others approximated $ 3.3 billion at both December 31, 2024 and 2023 and $ 3.5 billion at December 31, 2022.

T here was no valuation allowance at December 31, 2025, 2024 and 2023 and no net impairment recognized during the years ended December 31, 2025, 2024 and 2023.

The Bank services residential mortgage loans for others and is compensated for loan administrative services performed.

The aggregate principal balances of residential mortgage loans serviced by the Bank for others approximated $ 3.1 billion at December 31, 2025 and $ 3.3 billion at December 31, 2024 and 2023, respectively.

The outstanding balance of loans serviced for others is not included in the consolidated statements of financial condition.

9 unchanged sentences

2030 1,495 4,914 2,584

2025 Form 10-K

DEPOSITS (Note 8)

3 unchanged sentences

2027 2,261,073

2027 1,257,252

Thereafter 13,469

2 unchanged sentences

(in thousands)

Certificates of deposits in excess of the FDIC limit included in time deposits $ 2,366,648 $ 2,587,535

Certificates of deposit in excess of the FDIC limit included in time deposits $ 2,661,007 $ 2,366,648

Deposits from certain directors, executives, and other affiliates 89,725 67,835

3 unchanged sentences

(in thousands)

FHLB advances $ — $ 850,000

Securities sold under agreements to repurchase $ 91,475 $ 72,718

Total short-term borrowings $ 72,718 $ 917,834

The weighted average interest rate for short-term FHLB advances was 5.62 percent for the year ended December 31, 2023.

2024 Form 10-K

Long-Term Borrowings

6 unchanged sentences

Total long-term borrowings $ 2,908,579 $ 3,174,155

* FHLB advances and subordinated debt are reported net of unamortized premiums and debt issuance costs, respectively, that were immaterial at both December 31, 2024 and 2023.

* Subordinated debt is reported net of debt issuance costs and fair value hedging adjustments at both December 31, 2025 and 2024.

FHLB Advances.

2 unchanged sentences

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

Long-Term Borrowings

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

1 unchanged sentence

2026 $ 601,804

2027 1,066,800

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

2025 Form 10-K

The FHLB advances reported in the table above are not callable for early redemption.

Subordinated Debt.

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 year ended December 31, 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 years ended December 31, 2025 and 2024.

At December 31, 2025, Valley had the following subordinated debt outstanding by its maturity date:

• $ 100 million of 4.55 percent subordinated debentures (notes) issued in June 2015 and due June 30, 2025 with no call dates or prepayments allowed unless certain conditions exist.

Interest on the subordinated notes is payable semi-annually in arrears on June 30 and December 30 of each year.

The subordinated notes had a net carrying value of $ 99.9 million and $ 99.8 million at December 31, 2024 and 2023, respectively.

• $ 115 million of 5.25 percent Fixed-to-Floating Rate subordinated notes issued in June 2020 and due June 15, 2030 callable in whole or in part on or after June 15, 2025 or upon the occurrence of certain events.

Interest on the subordinated notes during the initial five-year term through June 15, 2025 is payable semi-annually on June 15 and December 15.

Thereafter, interest is expected to be set based on three-month Term SOFR p lus 514 basis poin ts and paid quarterly through maturity of the notes.

The subordinated notes had a net carrying value of $ 114.0 million and $ 113.8 million at December 31, 2024 and 2023, respectively.

• $ 300 million of 3.00 percent Fixed-to-Floating Rate subordinated notes issued in May 2021 and due June 15, 2031.

2 unchanged sentences

Thereafter, interest is expected to be set based on three-month Term SOFR plus 236 basis points and paid quarterly through maturity of the notes.

The subordinated notes had a carrying value of $ 285.0 million and $ 276.6 million, net of unamortized debt issuance costs and fair value of hedging adjustment at December 31, 2024 and 2023, respectivel y.

In June 2021, Valley executed an interest rate swap to hedge the change in the fair value of the $ 300 million in subordinated notes.

The subordinated notes had a carrying value of $ 295.8 million and $ 285.0 million, net of unamortized debt issuance costs and fair value of hedging adjustment at December 31, 2025 and 2024, respectivel y.

See Note 14 for additional details.

1 unchanged sentence

Interest on the subordinated notes during the initial five year term through September 30, 2027, is payable semi-annually in arrears on March 30 and September 30, commencing on March 30, 2023.

Thereafter, interest

2024 Form 10-K 126

will be set based on three-month Term SOFR plus 278 basis points and paid quarterly through maturity of the notes.

The subordinated notes had a net carrying va lue of $ 148.6 million and $ 148.2 million at December 31, 2024 and 2023, respectivel y.

Thereafter, interest will be set based on three-month Term SOFR plus 278 basis points and paid quarterly through maturity of the notes.

The subordinated notes had a net carrying va lue of $ 149.2 million and $ 148.6 million, net of unamortized debt issuance costs at December 31, 2025 and 2024, respectivel y.

Pledged Securities.

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Valley does not consolidate its capital trusts based on GAAP but wholly owns all of the common securities of each trust.

2025 Form 10-K

The table below summarizes the outstanding callable junior subordinated debentures and the related trust preferred securities issued by each trust as of December 31, 2025 and 2024:

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The trust preferred securities are included in Valley’s total risk-based capital (as Tier 2 capital) for regulatory purposes at December 31, 2025 and 2024.

2024 Form 10-K

BENEFIT PLANS (Note 11)

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Consequently, participants in each plan will not accrue further benefits and their pension benefits were immediately vested and determined based on their compensation and service as of December 31, 2013.

On April 1, 2022, Valley assumed a qualified non-contributory defined benefit pension plan (frozen to both benefits and new participants) covering certain former employees of Bank Leumi USA.

In 2022, Valley assumed a qualified non-contributory defined benefit pension plan (frozen to both benefits and new participants) covering certain former employees of Bank Leumi USA.

Valley also assumed other post-employment medical and life insurance benefit ("OPEB") plans from Bank Leumi USA mostly covering retired former employees.

1 unchanged sentence

Collectively, all qualified and non-qualified plans are referred to as the “Pension” in the tables below unless indicated otherwise.

2025 Form 10-K

The following table sets forth the change in the projected benefit obligation, the change in fair value of plan assets and the funded status and amounts recognized in Valley’s consolidated financial statements for the Pension and OPEB plans at December 31, 2025 and 2024, if applicable:

4 unchanged sentences

Interest cost 8,780 8,542 244 245

Actuarial (loss) gain ( 6,017 ) 7,604 178 ( 161 )

Actuarial gain (loss) 5,217 ( 6,017 ) 685 178

Benefits paid ( 13,345 ) ( 11,920 ) ( 1,011 ) ( 721 )

9 unchanged sentences

Accumulated benefit obligation 171,175 170,523 5,071 5,153

* Pension assets include accrued interest receivables of $ 986 thousand and $ 826 thousand as of December 31, 2024 and 2023, respectively.

2024 Form 10-K 128

* Pension assets include accrued interest receivables of $ 1.2 million and $ 986 thousand as of December 31, 2025 and 2024, respectively.

Amounts recognized as a component of accumulated other comprehensive loss at end of year that have not been recognized as a component of the net periodic pension expense for Valley’s Pension and OPEB plans are presented in the following table:

5 unchanged sentences

Total $ 9,877 $ 22,777 $ ( 4 ) $ ( 543 )

The non-qualified plans presented within Pension in the tables above had a projected benefit obligation, a ccumulated benefit obligation, and fair value of plan assets at December 31, 2024 and 2023 as follows:

The non-qualified plans presented within Pension in the tables above had a projected benefit obligation, accumulated benefit obligation, and fair value of plan assets at December 31, 2025 and 2024 as follows:

(in thousands)

2 unchanged sentences

Fair value of plan assets — —

In determining the discount rate assumptions, management looks to current rates on fixed-income corporate debt securities that receive a rating of AA or higher from either Moody’s or S&P with durations equal to the expected benefit payments streams required of each plan.

The weighted average discount rate used in determining the actuarial present value of benefit obligations for the Pension plans was 5.28 percent and 5.57 percent as of December 31, 2025 and 2024, respectively, and 5.17 percent and 5.51 percent for the OPEB plans as of December 31, 2025 and 2024, respectively.

2025 Form 10-K

The net periodic benefit (income) cost for the Pension and OPEB plans were reported within other non-interest expense included the following components for the years ended December 31, 2025, 2024 and 2023:

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Total recognized in net periodic benefit (income) cost and other comprehensive (income) loss (before tax) $ ( 32,819 ) $ ( 28,070 ) $ 929 $ 423

2024 Form 10-K

The benefit payments, which reflect expected future service, (as appropriate) expected to be paid in future years, are presented in the following table:

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The rate to which the healthcare cost trend rate is assumed to decline (ultimate trend rate) along with the year that the ultimate trend rate will be reached is 4.50 percent in 2039.

2025 Form 10-K

The expected long-term rate of return on qualified plan assets is the average rate of return expected to be realized on funds invested or expected to be invested to provide for the benefits included in the benefit obligation.

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For the fixed income portion of the plan assets, the absolute objective is to earn a positive annual real return, after adjustment by the CPI, over rolling five-year periods.

2024 Form 10-K 130

The following tables present the weighted-average asset allocations by asset category for the defined benefit pension plans that are measured at fair value by level within the fair value hierarchy at December 31, 2025 and 2024.

10 unchanged sentences

Corporate bonds 26 99,621 — 99,621 —

Equity securities 17 58,474 58,474 — —

Treasury securities 21 79,903 79,903 — —

Commingled fund 12 41,277 — 41,277 —

Equity securities 19 72,009 72,009 — —

government agency securities 2 8,167 — 8,167 —

1 unchanged sentence

Total investments 100 % $ 385,638 $ 277,850 $ 107,788 $ —

2025 Form 10-K

Fair Value Measurements at Reporting Date Using:

7 unchanged sentences

Mutual funds 31 % $ 109,951 $ 109,951 $ — $ —

Equity securities 20 60,918 60,918 — —

Corporate bonds 21 73,599 — 73,599 —

Treasury securities 14 50,573 50,573 — —

Commingled fund 8 25,115 — 25,115 —

Equity securities 17 58,474 58,474 — —

Commingled funds 12 41,277 — 41,277 —

government agency securities 3 9,780 — 9,780 —

14 unchanged sentences

Transactions may occur daily within the fund.

Based upon actuarial estimates, Valley does not expect to make any contributions to the defined benefit pension plans.

Funding requirements for subsequent years are uncertain and will significantly depend on whether the plans' actuary changes

2024 Form 10-K

any assumptions used to calculate plan funding levels, the actual return on plan assets, changes in the employee groups covered by the plans, and any legislative or regulatory changes affecting plan funding requirements.

For tax planning, financial planning, cash flow management or cost reduction purposes, Valley may increase, accelerate, decrease or delay contributions to the plans to the extent permitted by law.

Other Non-Qualified Plans

Valley maintains separate non-qualified plans for former directors and senior management of Merchants Bank of New York acquired in January of 2001.

At December 31, 2024 and 2023, the remaining obligations under these plans were $ 811 thousand and $ 962 thousand, respectively.

Valley's accrued expense related to these plans totaled $ 195 thousand and $ 246 thousand at December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, all of the obligations were included in other liabilities and $ 447 thousand (net of a $ 170 thousand tax benefit) and $ 519 thousand (net of a $ 198 thousand tax benefit), respectively, were recorded in accumulated other comprehensive loss.

The $ 617 thousand pre-tax in accumulated other comprehensive loss will be reclassified to expense on a straight-line basis over the remaining benefit periods of these non-qualified plans.

The commingled funds were divested in 2025 and the net proceeds were allocated and reinvested in the other types of investment securities (as reflected in the table above at December 31, 2025).

Based upon actuarial estimates, Valley does not expect to make contributions to the defined benefit pension plans in 2026.

Funding requirements for subsequent years are uncertain and will significantly depend on whether the plans' actuary changes any assumptions used to calculate plan funding levels, the actual return on plan assets, changes in the employee groups covered by the plans, and any legislative or regulatory changes affecting plan funding requirements.

Other Non-Qualified Plan

Valley assumed, in the Oritani acquisition on December 1, 2019, certain obligations under non-qualified retirement plans, including a SERP for the former Chief Executive Officer of Oritani.

1 unchanged sentence

Distributions from the plan began on July 1, 2020.

The funded obligation under the SERP totaled $ 10.8 million and $ 11.6 million at December 31, 2024 and 2023, respectively.

The SERP is secured by investments in money market mutual funds which are held in a trust and classified as equity securities on the consolidated statements of financial condition at both December 31, 2024 and 2023.

Valley recorded net benefit income of $ 1.3 million, $ 1.5 million and $ 1.8 million related to the valuation of the SERP for the years ended December 31, 2024, 2023 and 2022, respectively.

The obligation under the SERP totaled $ 8.8 million and $ 9.1 million at December 31, 2025 and 2024, respectively.

Investments in money market mutual funds are held in a trust to be used for the sole purpose of funding the obligation.

These trust assets are classified as equity securities on the consolidated statements of financial condition and totaled $ 11.5 million and $ 11.8 million at December 31, 2025 and 2024, respectively.

The net periodic cost related to the valuation of the SERP for the years ended December 31, 2025, 2024 and 2023 was immaterial.

Valley National Bank and its subsidiaries may award cash incentive and merit bonuses to its officers and employees based upon a percentage of the covered employees’ compensation as determined by the achievement of certain performance objectives.

Amounts charged to salary expense for cash incentive awards were $ 62.4 million, $ 54.5 million and $ 57.4 million during 2025, 2024 and 2023, respectively.

2025 Form 10-K

Savings and Investment Plan

6 unchanged sentences

Benefits are generally paid to a participant in a single lump sum following the participant’s separation from service with Valley.

Starting in 2026, plan participants can elect a single lump sum or annual installment payments from two to five years for benefits related to each plan year after 2025.

Valley recorded plan expenses of $ 733 thousand, $ 770 thousand and $ 747 thousand for the years ended December 31, 2025, 2024 and 2023, respectively.

1 unchanged sentence

Stock Based Compensation

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

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.

1 unchanged sentence

Valley recorded total stock-based compensation expense of $ 27.3 million, $ 29.0 million and $ 33.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The stock-based compensation expense included $ 3.0 million for 2024

2024 Form 10-K 132

and $ 2.3 million for both 2023 and 2022 related to stock awards granted to retirement eligible employees.

The stock-based compensation expense included $ 2.4 million, $ 3 million and $ 2.3 million for 2025, 2024 and 2023 related to stock awards granted to retirement eligible employees.

Compensation expense for awards to retirement eligible employees is amortized monthly over a one year required service period after the grant date.

13 unchanged sentences

Time-based RSUs $ 9.88 $ 8.46 $ 11.25

2025 Form 10-K

The following table sets forth the changes in RSUs outstanding for the years ended December 31, 2025, 2024 and 2023:

9 unchanged sentences

Compensation expense is measured based on the grant-date fair value of the shares.

The following table sets forth the changes in restricted stock awards outstanding for the years ended December 31, 2023 and 2022.

There were no restricted stock awards outstanding during the year ended December 31, 2024.

The following table sets forth the changes in restricted stock awards outstanding for the year ended December 31, 2023.

There were no restricted stock awards outstanding during the years ended December 31, 2025 and 2024.

Restricted Stock Awards Outstanding

9 unchanged sentences

and expected exercise term calculated based on Valley’s historical exercise experience.

On April 1, 2022, Valley issued replacement options for the pre-existing and fully vested stock option awards of Bank Leumi USA for 2.7 million shares of Valley common stock at a weighted average exercise price of $ 8.47 .

The stock plan under which the original Bank Leumi stock awards were issued is no longer active at the acquisition date.

2024 Form 10-K

The following table summarizes stock option activity as of December 31, 2025, 2024 and 2023 and changes during the years ended on those dates:

4 unchanged sentences

Outstanding at beginning of year 2,623,120 $ 8 2,914,829 $ 8 2,927,031 $ 8

Acquired in business combinations — — — — 2,726,113 8

Exercised ( 2,102,481 ) 8 ( 259,709 ) 8 ( 12,202 ) 6

12 unchanged sentences

520,639 1.1 8

2025 Form 10-K

INCOME TAXES (Note 12)

6 unchanged sentences

134,991 64,387 189,180

Deferred (benefit) expense:

Deferred expense (benefit):

Federal 7,096 ( 6,966 ) ( 8,035 )

2 unchanged sentences

Total income tax expense $ 145,887 $ 58,248 $ 179,821

2024 Form 10-K 134

The tax effects of temporary differences that gave rise to the significant portions of the deferred tax assets and liabilities as of December 31, 2025 and 2024 were as follows:

14 unchanged sentences

Core deposit intangibles 15,683 21,287

Other intangibles 5,302 6,493

Goodwill 10,085 9,322

Other 10,734 15,356

4 unchanged sentences

State net operating loss carryforwards totaled $ 49.3 million at December 31, 2025, and expire during the period from 2029 through 2038.

Valley's capital loss carryforwards totaled $ 4.8 million, net of a valuation allowance of $ 1.3 million at December 31, 2024, and expire during the period from 2028 to 2029.

Based upon taxes paid and projections of future taxable income over the periods in which the net deferred tax assets are deductible, management believes that it is more likely than not that Valley will realize the benefits of these deductible differences and loss carryforwards.

2025 Form 10-K

Reconciliation between the reported income tax expense and the amount computed by multiplying consolidated income before taxes by the statutory federal income tax rate of 21 percent for the years ended December 31, 2025, 2024, and 2023 were as follows:

6 unchanged sentences

53,689 7.2 30,736 7.0 50,787 7.5

Tax credits ( 32,104 ) ( 7.3 ) % ( 23,008 ) ( 3.4 ) % ( 12,872 ) ( 1.6 ) %

New market tax credits ( 50,699 ) ( 6.8 ) ( 28,041 ) ( 6.4 ) ( 18,722 ) ( 2.8 )

Other tax credits ( 5,908 ) ( 0.8 ) ( 4,063 ) ( 0.9 ) ( 4,286 ) ( 0.6 )

Nontaxable or non-deductible items

3 unchanged sentences

Other adjustments

Federal tax refund ( 11,417 ) ( 1.5 ) — — — —

Other adjustments ( 2,157 ) ( 0.3 ) 3,962 0.9 2,933 0.4

Income tax expense $ 145,887 19.6 % $ 58,248 13.3 % $ 179,821 26.5 %

* State taxes in New York, New York City, and New Jersey made up the majority (greater than 50 percent) of the tax effect in this category.

2024 Form 10-K

Valley had $ 30.4 million in reserve for tax liability positions at December 31, 2023 and 2022 related to certain tax credits and other tax benefits previously recognized by Valley, where, subsequently, a third-party fraud was uncovered by the U.S.

Department of Justice in 2018.

During the fourth quarter 2024, the statute of limitations with respect to the matter expired and the tax authority closed its examination resulting in no changes to the originally filed tax returns.

Based on the timing of the events and expiration of the statute of limitations during the fourth quarter 2024, Valley reassessed its positions and fully reduced its previous balance of unrecognized tax benefits.

A reconciliation of Valley’s gross unrecognized tax benefits for the years ended December 31, 2024 and 2023 is presented in the table below:

2024 2023 2022

(in thousands)

2 unchanged sentences

Ending balance $ — $ 30,359

The entire balance of unrecognized tax benefits was recognized and had a favorable effect on Valley's effective income tax rate for the year ended December 31, 2024.

Valley did not have an unrecognized tax benefit recorded as of December 31, 2025.

Valley’s policy is to report interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Valley accrued approximately $ 13.4 million and $ 10.5 million of interest expense associated with Valley's uncertain tax positions at December 31, 2023 and 2022, respectively.

Valley monitors its tax positions for the underlying facts, circumstances, and information available including changes in tax laws, case law, and regulations that may necessitate subsequent de-recognition of previous tax benefits.

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federal and state income tax examinations by tax authorities for years before 2020.

Valley is under examination by the IRS and also under routine examination by various state jurisdictions, and we expect the examinations to be completed within the next 12 months.

Valley has considered, for all open audits, any potential adjustments in establishing our reserve for unrecognized tax benefits as of December 31, 2024.

Valley is under routine examination by various state jurisdictions.

Valley expects all current examinations to be completed within the next 12 months.

2025 Form 10-K

Valley has considered, for all open audit examinations, any potential adjustments needed in establishing a reserve for unrecognized tax benefits as of December 31, 2025.

No reserve was deemed necessary during 2025.

TAX CREDIT INVESTMENTS (Note 13)

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

Valley’s tax credit investments are related to investments promoting qualified affordable housing projects and other investments related to community development, largely consisting of new market tax credit investments.

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

2 unchanged sentences

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.

Certain liabilities 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

2024 Form 10-K 136

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.

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

See the “Impairment Analysis” section below.

The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments, and related unfunded commitments at December 31, 2024 and 2023:

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

(in thousands)

4 unchanged sentences

$ 500,626 $ 301,210

Other liabilities:

Unfunded affordable housing tax credit commitments $ — $ 1,305

Total unfunded tax credit commitments $ — $ 1,305

The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the years ended December 31, 2025, 2024 and 2023:

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• The inability of the investee to sustain earnings;

2025 Form 10-K

• A current fair value of the investment based upon cash flow projections that is less than the carrying amount;

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Generally, none of the aforementioned review factors are individually conclusive and the relative importance of each factor varies based on facts and circumstances.

However, the longer the expected period of recovery, the stronger and more objective the positive evidence needs to be in order to overcome the presumption that

2024 Form 10-K

the impairment is other than temporary.

However, the longer the expected period of recovery, the stronger and more objective the positive evidence needs to be in order to overcome the presumption that the impairment is other than temporary.

If management determines that a decline in value is other than temporary as a result of its quarterly and annual reviews, including current probable cash flow projections, the applicable tax credit investment is written down to its estimated fair value through an impairment charge to earnings, which establishes the new cost basis of the investment.

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These commitments do not necessarily represent future cash requirements, as it is anticipated that many of these commitments will expire without being fully drawn upon.

The Bank’s lending activity for outstanding loan commitments is primarily to customers within the states of New Jersey, New York, and Florida.

The Bank’s lending activity for outstanding loan commitments is primarily to customers within the states of New York, Florida and New Jersey.

Standby letters of credit represent the guarantee by the Bank of the obligations or performance of the bank customer in the event of the default of payment or nonperformance to a third-party beneficiary.

3 unchanged sentences

The Bank has not defaulted on its loan sale commitments.

2025 Form 10-K

Legal Proceedings

In the ordinary course of business, Valley is or may be subject to various pending and threatened lawsuits, claims and proceedings.

Any determination or estimate relating to the future resolution of such matters is inherently uncertain and involves significant judgment.

This is especially true in the early stages of a legal matter, where the claimants seek large or indeterminate damages, present novel legal theories, involve a large number of parties, or where additional claims or other actions involving similar factual or legal issues may be possible.

Accordingly, Valley may not be able to determine whether a favorable or unfavorable outcome is remote, reasonably possible, or probable, or to estimate the amount or range of a probable or reasonably possible loss, until relatively late in the course of a legal matter, sometimes not until a number of years have elapsed.

Valley’s judgments and estimates relating to claims may also change over time in light of developments, and actual outcomes will differ, and may differ materially, from estimates.

Based on Valley’s current knowledge and advice of counsel, management presently does not believe that the liabilities arising from legal and regulatory matters will be material to Valley’s consolidated financial position.

Derivative Instruments and Hedging Activities

6 unchanged sentences

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

2024 Form 10-K 138

interest rate swaps, from time to time, as part of its interest rate risk management strategy.

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.

During the second quarter 2023, Valley terminated six interest rate swaps with a total notional amount of $ 600 million.

During 2023, Valley terminated six interest rate swaps with a total notional amount of $ 600 million.

The terminated swaps, originally maturing from November 2024 to November 2026, were used to hedge the changes in cash flows associated with certain variable rate loans.

The transaction resulted in a pre-tax gain totaling $ 3.6 million reported in accumulated other comprehensive loss within shareholders' equity that will be amortized to interest income over the life of the previously hedged loans.

The transaction resulted in an initial pre-tax gain totaling $ 3.6 million reported in accumulated other comprehensive income (loss) within shareholders' equity that is amortized to interest income over the life of the previously hedged loans through November 2026.

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 interest rate swaps to manage its exposure to changes in fair value.

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.

During 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 terminated swaps had original maturity dates in the fourth quarter 2025.

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.

The carrying amount of the hedged assets included an immaterial cumulative loss adjustment at the date of termination that was amortized to earnings during the year ended December 31, 2025.

During 2024, Valley entered into 11 forward-starting interest rate swap agreements with notional amounts totaling $ 480.3 million to hedge the changes in fair value of certain fixed rate brokered time deposits.

Commencing in first quarter of 2025, Valley will receive fixed rate amounts ranging from approximately 4.12 percent to 4.65 percent, in exchange for variable-rate payments based on the Floating SOFR Overnight Indexed Swap compound rate.

Under the swap agreement, beginning in January 2025,Valley receives fixed rate amounts ranging from approximately 4.12 percent to 4.65 percent, in exchange for variable-rate payments based on the Floating SOFR Overnight Indexed Swap compound rate.

The swaps have expiration dates ranging from April 2026 to June 2027.

3 unchanged sentences

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.

2025 Form 10-K

Derivatives not designated as hedges are not entered into for speculative purposes.

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Valley enters into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on Valley's commitments to fund the loans as well as on its portfolio of mortgage loans held for sale.

2024 Form 10-K

Valley enters into foreign currency forward and option contracts, primarily to accommodate our customers, that are not designated as hedging instruments.

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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 $ 1.5 billion in automobile loans primarily to enhance the risk profile of these assets for regulatory capital purposes.

The covered loans have a total remaining balance of approximately $ 1.1 billion within Valley's $ 1.9 billion automobile loan portfolio at December 31, 2024.

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

The covered loans have a total remaining balance of approximately $ 653.5 million within Valley's $ 2.2 billion automobile loan portfolio at December 31, 2025.

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

The premium amortization expense and other transaction costs associated with the credit protection totaled $ 6.8 million for the year ended December 31, 2024 and were recorded in other expense reported in non-interest expense.

The premium amortization expense and other transaction costs associated with the credit protection totaling $ 6.9 million and $ 6.8 million for the years ended December 31, 2025 and 2024, respectively, were recorded in other expense reported in non-interest expense.

2025 Form 10-K

Amounts included in the consolidated statements of financial condition related to the fair value of Valley’s derivative financial instruments were as follows at December 31, 2025 and 2024:

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Amount of gain (loss) reclassified from accumulated other comprehensive loss to interest expense $ 1,136 $ 1,204 $ ( 891 )

Amount of (loss) gain recognized in other comprehensive income (loss) — ( 1,093 ) 4,683

The accumulated net after-tax gains and losses related to effective cash flow hedges included in accumulated other comprehensive loss were $ 1.2 million and $ 2.1 million at December 31, 2024 and 2023, respectively.

Amount of loss recognized in other comprehensive income (loss) — — ( 1,093 )

The accumulated net after-tax gains and losses related to effective cash flow hedges included in accumulated other comprehensive loss were $ 420 thousand and $ 1.2 million at December 31, 2025 and 2024, respectively.

Amounts reported in accumulated other comprehensive loss related to cash flow interest rate derivatives are reclassified to interest income and expense as interest payments are received and paid on the hedged variable interest rate assets and liabilities.

The reclassification amount for the year ended December 31, 2024 represents amortization of a gain recognized from the termination of six interest rate swaps during the second quarter 2023.

Valley estimates that $ 1.1 million (before tax) will be reclassified as an increase to interest income in 2025.

2024 Form 10-K 140

The reclassification amounts for the years ended December 31, 2025 and 2024 represent amortization of the gain recognized from the termination of interest rate swaps during 2023.

The entire after-tax gain of $ 420 thousand will be reclassified as a $ 581 thousand (before tax) increase to interest income during 2026.

Gains (losses) included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value for the years ended December 31, 2025, 2024, and 2023 were as follows:

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Interest expense ( 10,692 ) ( 10,005 ) ( 8,687 )

2025 Form 10-K

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).

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December 31, 2024

Loans $ 503,877 $ 3,877

Time deposits $ 482,723 $ 2,419

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

* Net carrying amount includes unamortized debt issuance costs of $ 1.2 million and $ 2.0 million at December 31, 2024 and 2023, respectively.

The net (losses) gains included in the consolidated statements of income related to derivative instruments not designated as hedging instruments for the years ended December 31, 2024, 2023, and 2022 were as follows:

* Net carrying amount includes unamortized debt issuance costs of $ 368 thousand and $ 1.2 million at December 31, 2025 and 2024, respectively.

The net losses included in the consolidated statements of income related to derivative instruments not designated as hedging instruments for the years ended December 31, 2025, 2024 and 2023 were as follows:

2025 2024 2023

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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

2024 Form 10-K

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.

If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparties could terminate the derivative positions, and Valley would be required to settle its obligations under the agreements.

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

The ag gregate fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at December 31, 2024.

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

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

BALANCE SHEET OFFSETTING (Note 15)

Certain financial instruments, including certain OTC derivatives (mostly interest rate swaps) and repurchase agreements (accounted for as secured long-term borrowings), may be eligible for offset in the consolidated statements of financial condition and/or subject to master netting arrangements or similar agreements.

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.

2025 Form 10-K

Valley is party to master netting arrangements with its financial institution counterparties;

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In such cases, the collateral would be used to settle the fair value of the swap or repurchase agreement should Valley be in default.

Total amount of collateral held or pledged cannot exceed the net derivative fair values with the counterparty.

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

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Interest rate swaps and other contracts $ 165,999 $ — $ 165,999 $ — $ ( 44,844 ) $ 121,155

Total liabilities $ 437,485 $ — $ 437,485 $ ( 32,571 ) $ — $ 404,914

December 31, 2024

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Interest rate swaps and other contracts $ 437,485 $ — $ 437,485 $ ( 32,571 ) $ — $ 404,914

Total liabilities $ 479,345 $ — $ 479,345 $ ( 53,780 ) $ — $ 425,565

* Cash collateral received from or pledged to our counterparties in relation to market value exposures of OTC derivative contracts in an asset/liability position.

2024 Form 10-K 142

REGULATORY AND CAPITAL REQUIREMENTS (Note 16)

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Quantitative measures established by regulation to ensure capital adequacy require Valley and Valley National Bank to maintain minimum amounts and ratios of common equity Tier 1 capital, total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets, as defined in the regulations.

Valley is required to maintain a common equity Tier 1 capital to risk-weighted assets ratio of 4.5 percent, Tier 1 capital to risk-weighted assets of 6.0 percent, ratio of total capital to risk-weighted assets of 8.0 percent, and minimum leverage ratio of 4.0 percent, plus a 2.5 percent capital conservation buffer added to the minimum requirements for capital adequacy purposes.

Valley and the Bank are required to maintain minimum ratios, including a 2.5 percent capital conservation buffer, 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, as well as a minimum leverage ratio of 4.0 percent for capital adequacy purposes.

As of December 31, 2025 and 2024, Valley and Valley Nationa l Bank exceeded all capital adequacy requirements (see table below).

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

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

As of December 31, 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.

2025 Form 10-K

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Repurchased shares are held in treasury and are expected to be used for general corporate purposes.

In February 2024, Valley publicly announced its current stock repurchase program for up to 25 million shares of Valley common stock.

The authorization to repurchase shares under the repurchase program became effective on April 26, 2024 and will expire on April 26, 2026.

Valley currently maintains a common stock repurchase program, which was publicly announced in February 2024 and became effective on April 26, 2024.

Under the repurchase program, Valley can repurchase up to 25 million shares of Valley common stock through the program's expiration date of April 26, 2026.

Valley repurchased 6.1 million common shares on the open market at an average price of $ 10.41 during the year ended December 31, 2025.

There were no repurchases of Valley's common shares under the plan during the year ended December 31, 2024.

During 2023 and 2022, Valley repurchased 300 thousand and 1.0 million common shares, respectively, on the open market at average prices of $ 6.97 and $ 13.32 per share, respectively, under previously announced stock repurchase plans that are now terminated.

During 2023, Valley repurchased 300 thousand common shares on the open market at an average price of $ 6.97 under a previously announced stock purchase plan that was terminated in 2024.

Other Stock Repurchases.

Valley purchases shares directly from its employees in connection with employee elections to withhold taxes related to the vesting of stock awards.

During the years ended December 31, 2024, 2023 and 2022, Valley purchased approximately 998 thousand, 814 thousand and 761 thousand shares, respectively, of its outstanding common stock at an average price of $ 8.88 , $ 11.53 and $ 13.93 , respectively, for such purpose.

During the years ended December 31, 2025, 2024 and 2023, Valley purchased approximately 986 thousand, 998 thousand and 814 thousand shares, respectively, of its outstanding common stock at average prices of $ 9.94 , $ 8.88 and $ 11.53 , respectively, for such purpose.

2025 Form 10-K

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Unrealized gains and losses on available for sale debt securities

Net (losses) gains arising during the period $ ( 24,687 ) $ 6,290 $ ( 18,397 ) $ 19,514 $ ( 6,564 ) $ 12,950 $ ( 189,201 ) $ 52,220 $ ( 136,981 )

Net gains (losses) arising during the period $ 94,126 $ ( 24,780 ) $ 69,346 $ ( 24,687 ) $ 6,290 $ ( 18,397 ) $ 19,514 $ ( 6,564 ) $ 12,950

Amounts reclassified to earnings (1)

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Unrealized gains and losses on derivatives (cash flow hedges)

Net (losses) gains arising during the period — — — ( 1,093 ) 336 ( 757 ) 4,683 ( 1,321 ) 3,362

Net losses arising during the period — — — — — — ( 1,093 ) 336 ( 757 )

Amounts reclassified to earnings (2)

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Defined benefit pension and postretirement benefit plans

Net gains (losses) arising during the period 14,725 ( 4,116 ) 10,609 8,035 ( 2,593 ) 5,442 ( 18,531 ) 5,356 ( 13,175 )

Amortization of prior service (cost) credit (3)

Net gains arising during the period 17,716 ( 4,834 ) 12,882 14,725 ( 4,116 ) 10,609 8,035 ( 2,593 ) 5,442

Amortization of prior service cost (3)

( 135 ) 36 ( 99 ) ( 135 ) 38 ( 97 ) ( 135 ) 45 ( 90 )

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17,102 ( 4,667 ) 12,435 14,416 ( 4,029 ) 10,387 7,896 ( 2,547 ) 5,349

Total other comprehensive (loss) income $ ( 11,474 ) $ 2,596 $ ( 8,878 ) $ 26,345 $ ( 8,799 ) $ 17,546 $ ( 202,036 ) $ 55,966 $ ( 146,070 )

(1) Included in gains (losses) on securities transactions, net.

(2) Included in interest expense or interest income depending on hedged item.

(3) Included in the computation of net periodic pension cost.

Total other comprehensive income (loss) $ 110,091 $ ( 29,136 ) $ 80,955 $ ( 11,474 ) $ 2,596 $ ( 8,878 ) $ 26,345 $ ( 8,799 ) $ 17,546

(1) Included in gains on securities transactions, net.

(2) Included in interest and fees on loans.

(3) Included in other non-interest expense.

See Note 1 1 for details.

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Balance-December 31, 2022 $ ( 127,818 ) $ 2,233 $ ( 38,417 ) $ ( 164,002 )

Other comprehensive (loss) income before reclassifications ( 136,981 ) 3,362 ( 13,175 ) ( 146,794 )

Amounts reclassified to earnings ( 23 ) 203 544 724

Other comprehensive (loss) income, net ( 137,004 ) 3,565 ( 12,631 ) ( 146,070 )

Balance-December 31, 2022 ( 127,818 ) 2,233 ( 38,417 ) ( 164,002 )

Other comprehensive income (loss) before reclassifications 12,950 ( 757 ) 5,442 17,635

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

Other comprehensive income (loss) before reclassifications 69,346 — 12,882 82,228

Amounts reclassified to earnings ( 1 ) ( 825 ) ( 447 ) ( 1,273 )

Other comprehensive income (loss) , net 69,345 ( 825 ) 12,435 80,955

Balance-December 31, 2025 $ ( 64,553 ) $ 420 $ ( 10,246 ) $ ( 74,379 )

PARENT COMPANY INFORMATION (Note 19)

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Dividends from subsidiary $ 400,000 $ 300,000 $ 425,000

Net (losses) gains on equity securities ( 1,581 ) 1,036 ( 1,136 )

Net gains (losses) on equity securities 2,305 ( 1,581 ) 1,036

Other income and interest 44 7,360 5,730

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1,786 1,947 2,058

Losses (gains) on equity securities, net 1,581 ( 1,036 ) 1,136

(Gains) losses on equity securities, net ( 2,305 ) 1,581 ( 1,036 )

Loss on extinguishment of debt 922 — —

Net change in:

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Purchases of equity securities ( 12,951 ) ( 9,253 ) ( 11,261 )

Cash and cash equivalents paid in acquisitions, net — — ( 113,244 )

Sales and capital returns of equity securities 2,961 — —

Capital contributions to subsidiary — ( 550,000 ) ( 20 )

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Cash flows from financing activities:

Proceeds from issuance of long-term borrowings, net — — 147,508

Repayment of long-term borrowings ( 215,000 ) — ( 125,000 )

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Dividends paid to common shareholders ( 248,885 ) ( 228,228 ) ( 225,411 )

Purchase of common shares related to stock compensation plan activity ( 9,801 ) ( 8,867 ) ( 9,383 )

Purchase of common shares to treasury ( 63,001 ) — ( 2,092 )

Common stock issued, net 17,506 451,164 4,006

Net cash provided by (used in) financing activities 337,354 ( 372,218 ) ( 95,640 )

Net cash (used in) provided by financing activities ( 548,162 ) 337,354 ( 372,218 )

Net change in cash and cash equivalents ( 155,105 ) 83,824 47,351

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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 year ended December 31, 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

The average weighted life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest

2025 Form 10-K

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.

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.

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.

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

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

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

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.

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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 foll owing tables represent the financial data for Valley’s operating segments, and Treasury and Corporate Other for the years ended December 31, 2025, 2024 and 2023:

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($ in thousands)

Average interest earning assets (unaudited) $ 9,914,917 $ 40,115,669 $ 7,287,340 $ 57,317,926

Average interest earning assets $ 10,675,089 $ 38,471,202 $ 8,816,609 $ 57,962,900

Interest income $ 523,519 $ 2,352,838 $ 356,127 $ 3,232,484

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Net interest income 253,001 1,377,938 132,705 1,763,644

Provision for credit losses 24,561 284,827 ( 558 ) 308,830

(Credit) provision for credit losses ( 630 ) 140,317 87 139,774

Net interest income after provision for credit losses 253,631 1,237,621 132,618 1,623,870

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Income (loss) before income taxes $ 134,932 $ 627,291 $ ( 18,353 ) $ 743,870

Return on average interest earning assets (pre-tax) (unaudited) 0.48 % 1.18 % ( 1.16 ) % 0.77 %

Return on average interest earning assets (pre-tax) 1.26 % 1.63 % ( 0.21 ) % 1.28 %

Net interest margin 2.37 % 3.59 % 1.51 % 3.05 %

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($ in thousands)

Average interest earning assets (unaudited) $ 9,620,508 $ 39,731,353 $ 7,148,667 $ 56,500,528

Average interest earning assets $ 9,914,917 $ 40,115,669 $ 7,287,340 $ 57,317,926

Interest income $ 478,680 $ 2,596,066 $ 282,751 $ 3,357,497

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Net interest income 179,632 1,386,121 62,955 1,628,708

Provision for credit losses 6,162 39,463 4,559 50,184

Provision (credit) for credit losses 24,561 284,827 ( 558 ) 308,830

Net interest income after provision for credit losses 155,071 1,101,294 63,513 1,319,878

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Income (loss) before income taxes $ 47,781 $ 475,247 $ ( 84,509 ) $ 438,519

Return on average interest earning assets (pre-tax) (unaudited) 0.40 % 1.98 % ( 2.06 ) % 1.20 %

Return on average interest earning assets (pre-tax) 0.48 % 1.18 % ( 1.16 ) % 0.77 %

Net interest margin 1.81 % 3.45 % 0.86 % 2.84 %

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($ in thousands)

Average interest earning assets (unaudited) $ 8,615,542 $ 33,314,811 $ 6,137,028 $ 48,067,381

Average interest earning assets $ 9,620,508 $ 39,731,353 $ 7,148,667 $ 56,500,528

Interest income $ 415,585 $ 2,471,345 $ 251,961 $ 3,138,891

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Income (loss) before income taxes $ 38,055 $ 787,809 $ ( 147,532 ) $ 678,332

Return on average interest earning assets (pre-tax) (unaudited) 1.11 % 2.29 % ( 1.28 ) % 1.62 %

Return on average interest earning assets (pre-tax) 0.40 % 1.98 % ( 2.06 ) % 1.20 %

Net interest margin 1.71 % 3.61 % 0.91 % 2.95 %

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

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

2025 Form 10-K

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The communication of a critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for loan losses

As discussed in Notes 1 and 5 to the consolidated financial statements, the Company’s total allowance for loan losses (the ALL) as of December 31, 2024 was $558.9 million, of which $483.0 million related to the loans collectively evaluated for credit losses (the collective ALL) and $75.9 million related to individually evaluated loans (individually evaluated ALL).

As discussed in Notes 1 and 4 to the consolidated financial statements, the Company’s total allowance for loan losses (the ALL) as of December 31, 2025 was $583.4 million, of which $501.4 million related to the loans collectively evaluated for credit losses (the collective ALL).

The collective ALL includes the measure of expected credit losses on a collective basis for those loans that share similar risk characteristics.

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The forecast consists of multi-scenario economic forecasts which are assigned relative probability weightings and projects economic variables under each scenario.

The expected lifetime loss rates are the life of loan loss percentages from the transition matrix

2025 Form 10-K

The expected lifetime loss rates are the life of loan loss percentages from the transition matrix model plus the impact of the adjustments for the qualitative factors.

model plus the impact of the adjustments for the qualitative factors.

The expected credit losses are the product of multiplying the model’s lifetime loss rates by the exposure at default at period end.

In addition, certain individually evaluated loans, where substantially all the repayment is expected from the collateral, are deemed collateral dependent and the related expected credit losses are determined based on the fair value of the underlying collateral.

We identified the assessment of the ALL as a critical audit matter.

We identified the assessment of the collective ALL as a critical audit matter.

A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the ALL due to estimation uncertainty.

Specifically, the assessment of the collective ALL encompassed the evaluation of the collective ALL methodology and the transition matrix model used to estimate the expected life of loan loss percentages and its significant assumptions, including credit quality ratings and scaling factor.

The assessment of the collective ALL also included an evaluation of the conceptual soundness and performance of the transition matrix model utilized to derive the expected life of loan loss percentages.

In addition, the assessment also encompassed the conceptual soundness of the methodology utilized to estimate the qualitative factors and their related significant assumptions, including the selection of the multi-scenario economic forecasts and economic variables and related weightings.

For the individually evaluated ALL, the assessment included an evaluation of the fair value of the underlying collateral for those loans deemed collateral dependent.

In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the ALL estimate, including controls over the:

• development of the ALL methodology

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ALL estimate, including controls over the:

• development of the collective ALL methodology

• continued use and appropriateness of the transition matrix model

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• identification of qualitative factors and development of the qualitative framework, including the significant assumptions used in the measurement of the qualitative factors

• appropriateness of third-party appraisals

• analysis of the collective ALL results, trends and ratios.

We evaluated the Company’s process to develop the ALL estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors and assumptions.

We evaluated the Company’s process to develop the collective ALL by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors and assumptions.

In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in:

For the collective ALL:

• evaluating the Company’s collective ALL methodology for compliance with U.S.

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• testing the conceptual soundness and performance of the transition matrix model by inspecting the model documentation to determine whether the model is suitable for the intended use

• testing individual credit quality ratings for a selection of commercial loans by evaluating the financial performance of the borrower, sources of repayment and any relevant guarantees or underlying collateral

• evaluating the judgments made by management relative to the Company’s scaling factor by inspecting documentation to determine whether the assumption is suitable to incorporate a full economic cycle

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• evaluating the methodology used to develop the qualitative factors and their significant assumptions and the effect of those factors on the collective ALL by comparing to the specific portfolio risk characteristics, trends and relevant industry practices and identified limitations of the underlying quantitative models.

2024 Form 10-K

For the individually evaluated ALL:

• testing of individual fair value of collateral for a selection of borrower relationships by evaluating methods and assumptions used by the third-party appraiser.

We also assessed the sufficiency of the audit evidence obtained related to the ALL estimate by evaluating the cumulative results of the audit procedures, qualitative aspects of the Company’s accounting practices and potential bias in the accounting estimate.

Goodwill impairment assessment of the Company’s reporting units

As discussed in Notes 1 and 8 to the consolidated financial statements, the carrying value of the Company’s goodwill balance is $1.9 billion as of December 31, 2024.

The Company’s goodwill is not amortized but is subject to annual testing for impairment in the second quarter, or more often, if events or circumstances indicate it may be impaired.

The Company elected to perform a quantitative impairment test for its annual assessment in the second quarter which compared the fair value of each of the reporting units with their respective carrying amounts, including goodwill.

If the fair value of each of the reporting units exceeded its carrying amounts, the goodwill of the reporting unit was not impaired.

An impairment loss is recognized if the carrying value of the net assets, including goodwill, assigned to the reporting units exceeds the fair value, with the impairment charge not to exceed the amount of goodwill recorded.

Fair value is determined using market multiples and certain discounted cash flow methods.

Factors that may materially affect the fair value estimate include, among others, changes in discount rates, terminal value growth rates, and specific industry or market sector conditions.

Additionally, the Company performed a market capitalization reconciliation to support the appropriateness of the reporting units’ fair values and impairment test results, which included comparing the sum of the fair value of the reporting units to the Company’s market capitalization, adjusted for the present value of estimated synergies which a market participant acquirer could reasonably expect to realize from a hypothetical acquisition the Company.

We identified the Company’s annual goodwill impairment assessment as a critical audit matter.

A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgement was involved in performing procedures over 1) the individual reporting unit estimated cash flows and related key assumptions, which included the discount rate used in the discounted cash flow methods and 2) the present value of estimated synergies used in the market capitalization reconciliation and resulting control premium.

The key assumptions were challenging to test as they represented subjective determinations of future market and economic conditions that were also more sensitive to variation.

Minor changes in these assumptions could have had a significant effect on the Company’s measurement of the fair value of the reporting units and the impairment assessment of the carrying value of the goodwill.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s determination of the estimated fair value of the reporting units in the annual goodwill impairment assessment, including controls over the selection and development of key assumptions used in the discounted cash flow analyses and market capitalization reconciliation.

We involved valuation professionals with specialized skill and knowledge, who assisted in:

• evaluating the Company’s fair value methodology for the reporting units for compliance with U.S.

generally accepted accounting principles

• evaluating the Company’s discount rate by comparing it against a discount rate range that was independently developed using publicly available data for comparable entities

• evaluating the total fair value of the Company’s reporting units through comparison to the Company’s market capitalization adjusted for expected synergies as of the measurement date by evaluating the reasonableness of the estimated synergies and resulting control premium for alignment with industry comparables, standards and market conditions.

We also assessed the sufficiency of the audit evidence obtained related to the collective ALL estimate by evaluating the cumulative results of the audit procedures, qualitative aspects of the Company’s accounting practices and potential bias in the accounting estimate.

We have served as the Company’s auditor since 2008.

Short Hills, New Jersey

New York, New York

February 27, 2026

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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 8. Financial Statements and Supplementary Data