What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 30 added, 25 removed, 234 unchanged (19% of the section changed)

42 unchanged sentences

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

13 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Short Hills, New Jersey

New York, New York

February 27, 2026

7 unchanged sentences

Business of this Report.

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

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

The information set forth under the captions “Director Biographies,” “Delinquent Section 16(a) Reports,” “Code of Conduct and Ethics and Corporate Governance Guidelines,” “Nomination of Directors,” “Board Meetings and Attendance,” “Committees of the Board of Directors,”and “Our Securities Trading Policy” in the 2026 Proxy Statement is incorporated herein by reference.

Executive Compensation

5 unchanged sentences

Principal Accountant Fees and Services

Our independent registered public accounting firm is KPMG LLP , Short Hills, NJ , Auditor Firm ID:

Our independent registered public accounting firm is KPMG LLP , New York, NY , Auditor Firm ID:

The information set forth under the caption “Ratification of the Selection of Independent Registered Public Accounting Firm” in the 2026 Proxy Statement is incorporated herein by reference.

24 unchanged sentences

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

Description of Valley Securities*

Description of Valley Securities , incorporated herein by reference to Exhibit 4 D to the Registrant's Form 10-K Annual Report filed on February 2 7 , 2025.

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

10 unchanged sentences

Form of Participant Agreement for the Benefit Equalization Plan, incorporated herein by reference to Exhibit 10.J to the Registrant's Form 10-K Annual Report for the year ended December 31, 2011 (No.

Valley National Bancorp Deferred Compensation Plan, dated as of January 1, 2017, incorporated herein by reference to Exhibit 10.S to the Registrant’s Form 10-K Annual Report for the year ended December 31, 2016.+

Valley National Bancorp Deferred Compensation Plan, dated October 23, 2023 .

First Amendment to Valley National Bancorp Deferred Compensation Plan, dated December 8, 2025.+*

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

3 unchanged sentences

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

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

Second Amendment to Consulting Agreement, effective as of May 1, 2024, by and between Valley National Bank and Alrem LLC , incorporated herein by reference to Exhibit 10.H to the R e gistrant's F orm 10-K Annual Report filed on February 27, 2025 .

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

8 unchanged sentences

2025 Form 10-K

Or itani Financial Corp.

Oritani Financial Corp.

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

8 unchanged sentences

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

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

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

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

4 unchanged sentences

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

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

Separation Agreement and General Release, dated October 30, 2024, between Valley National Bank and Michael Hagedorn , incorporated herein by reference to Exhibit 10.BB to the Registrant’s Form 10-K Annual Report filed on February 27, 202 5 .+

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

1 unchanged sentence

Regan, Mark Saeger and Yvonne M.

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

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

(19) Valley National Bancorp Securities Trading Policy.*

Surowiec , incorporated herein by reference to Exhibit 10.

CC to the Registrant’s Form 10-K Annual Report filed on February 27, 202 5 .+

Form of Valley National Bancorp Time-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2023 Incentive Compensation Plan, approved December 2024 , incorporated herein by reference to Exhibit 10 .

DD to the Registrant’s Form 10-K Annual Report filed on February 27, 202 5 .+

Form of Valley National Bancorp Performance-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2023 Incentive Compensation Plan, approved December 2024 , incorporated herein by reference to Exhibit 10 .

EE to the Registrant’s Form 10-K Annual Report filed on February 27, 202 5 .+

(19) Valley National Bancorp Securities Trading Policy , incorporated herein by reference to Exhibit 19 to the Registrant’s Form 10-K Annual Report filed on February 2 7 , 2025.

2025 Form 10-K

24 unchanged sentences

SAR II (NY) LLC New Jersey 100%

SAR II (NY) LLC New York 100%

Shrewsbury Capital Corporation New Jersey 100%

16 unchanged sentences

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

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

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

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

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

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

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

12 unchanged sentences

/s/ TRAVIS LAN

Executive Vice President

and Interim Chief Financial Officer (Principal Financial Officer)

Senior Executive Vice President and Chief Financial Officer

February 27, 2026

4 unchanged sentences

/ S / T RAVIS L AN

Executive Vice President and

Interim Chief Financial Officer

Senior Executive Vice President and

Chief Financial Officer

(Principal Financial Officer) February 27, 2026

4 unchanged sentences

Director February 27, 2026

Director February 27, 2025

E YAL E FRAT *

Director February 27, 2026

1 unchanged sentence

Director February 27, 2026

2024 Form 10-K

Signature Title Date

N ITZAN S ANDOR *

4 unchanged sentences

Director February 27, 2026

2025 Form 10-K

Signature Title Date

C ARLOS V AZQUEZ *

Director February 27, 2026

Carlos Vazquez

Director February 27, 2026

W ILLIAMS , J R .*

6 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures