What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-07 · 227 added, 453 removed, 1121 unchanged (38% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

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

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

2026 December 31,

5 unchanged sentences

Available for sale debt securities 4,157,034 4,202,218

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

Held to maturity debt securities (net of allowance for credit losses of $ 746 at March 31, 2026 and $ 734 at December 31, 2025)

3,619,808 3,495,837

Total investment securities 7,860,708 7,780,829

Loans held for sale (includes fair value of $ 5,405 at September 30, 2025 and $ 16,931 at December 31, 2024 for loans originated for sale)

Loans held for sale (includes fair value of $ 2,477 at March 31, 2026 and $ 8,212 at December 31, 2025 for loans originated for sale)

11,227 26,236

24 unchanged sentences

50,000,000 authorized shares:

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

Series A ( 4,600,000 shares issued at March 31, 2026 and December 31, 2025)

111,590 111,590

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

Series B ( 4,000,000 shares issued at March 31, 2026 and December 31, 2025)

98,101 98,101

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

Series C ( 6,000,000 shares issued at March 31, 2026 and December 31, 2025)

144,654 144,654

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

issued 560,878,750 shares at September 30, 2025 and 558,786,093 shares at December 31, 2024)

issued 560,878,750 shares at March 31, 2026 and December 31, 2025)

196,730 196,730

2 unchanged sentences

Accumulated other comprehensive loss ( 97,603 ) ( 74,379 )

Treasury stock, at cost ( 94,398 common shares at September 30, 2025)

Treasury stock, at cost ( 6,561,874 common shares at March 31, 2026 and 4,260,729 common shares at December 31, 2025)

( 79,812 ) ( 46,776 )

Total Shareholders’ Equity 7,828,443 7,807,698

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Interest Income

24 unchanged sentences

Fees from loan servicing 3,218 3,215

Gains (losses) on sales of loans, net 740 ( 3,644 ) 4,962 ( 1,142 )

Gains on sales of loans, net 3,090 2,197

Bank owned life insurance 5,835 4,777

8 unchanged sentences

Professional and legal fees 25,142 15,670

Loss on extinguishment of debt — — 922 —

Amortization of tax credit investments 16,014 9,320

14 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 163,913 $ 106,058

Other comprehensive income (loss), net of tax:

Other comprehensive (loss) income, net of tax:

Unrealized gains and losses on available for sale securities

Net gains arising during the period 21,206 48,023 56,914 32,218

Net (losses) gains arising during the period ( 23,105 ) 27,212

Amounts reclassified to earnings ( 7 ) —

Total ( 23,112 ) 27,212

Unrealized losses on derivatives (cash flow hedges)

Unrealized gains on derivatives (cash flow hedges)

Amounts reclassified to earnings ( 123 ) ( 218 )

2 unchanged sentences

Amortization of actuarial net loss 11 88

Total other comprehensive income 21,087 47,841 56,532 31,684

Total other comprehensive (loss) income ( 23,224 ) 27,082

Total comprehensive income $ 140,689 $ 133,140

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

For the Nine Months Ended September 30, 2025

For the Three Months Ended March 31, 2026

Common Stock Accumulated

4 unchanged sentences

Shareholders’

($ in thousands)

(in thousands, except for per share data)

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

Net income — — — — 163,913 — — 163,913

Other comprehensive income, net of tax — — — — — 27,082 — 27,082

Other comprehensive loss, net of tax — — — — — ( 23,224 ) — ( 23,224 )

Cash dividends declared:

11 unchanged sentences

Balance - March 31, 2026 $ 354,345 554,317 $ 196,730 $ 5,451,735 $ 2,003,048 $ ( 97,603 ) $ ( 79,812 ) $ 7,828,443

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

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

Cash dividends declared:

Preferred stock, Series A, $ 0.39 per share

— — — — ( 1,797 ) — — ( 1,797 )

Preferred stock, Series B, $ 0.51 per share

— — — — ( 2,057 ) — — ( 2,057 )

Preferred stock, Series C, $ 0.52 per share

— — — — ( 3,094 ) — — ( 3,094 )

Common stock, $ 0.11 per share

— — — — ( 62,466 ) — — ( 62,466 )

Effect of stock incentive plan, net

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

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

Balance - June 30, 2025

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

Net income — — — — 163,355 — — 163,355

Other comprehensive income, net of tax — — — — — 21,087 — 21,087

Cash dividends declared:

Preferred stock, Series A, $ 0.54 per share

— — — — ( 2,471 ) — — ( 2,471 )

Preferred stock, Series B, $ 0.52 per share

— — — — ( 2,078 ) — — ( 2,078 )

Preferred stock, Series C, $ 0.52 per share

— — — — ( 3,094 ) — — ( 3,094 )

Common stock, $ 0.11 per share

— — — — ( 62,413 ) — — ( 62,413 )

Effect of stock incentive plan, net

— 1,785 125 5,401 ( 1,061 ) — 13,134 17,599

Common stock repurchased — ( 1,283 ) — — — — ( 12,032 ) ( 12,032 )

Balance - September 30, 2025 $ 354,345 560,784 $ 196,731 $ 5,456,944 $ 1,787,141 $ ( 98,802 ) $ ( 985 ) $ 7,695,374

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Common Stock Accumulated

4 unchanged sentences

Shareholders’

($ in thousands)

(in thousands, except for per share data)

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

6 unchanged sentences

— — — — ( 2,065 ) — — ( 2,065 )

Common stock, $ 0.11 per share

— — — — ( 56,794 ) — — ( 56,794 )

Effect of stock incentive plan, net

— 1,183 348 ( 966 ) — — 1,391 773

Balance - March 31, 2024

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

Net income — — — — 70,424 — — 70,424

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

Cash dividends declared:

Preferred stock, Series A, $ 0.39 per share

— — — — ( 1,797 ) — — ( 1,797 )

Preferred stock, Series B, $ 0.58 per share

— — — — ( 2,311 ) — — ( 2,311 )

Common stock, $ 0.11 per share

— — — — ( 56,678 ) — — ( 56,678 )

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

Balance - June 30, 2024

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

Net income — — — — 97,856 — — 97,856

Other comprehensive loss, net of tax — — — — — 47,841 — 47,841

Cash dividends declared:

Preferred stock, Series A, $ 0.39 per share

— — — — ( 1,797 ) — — ( 1,797 )

Preferred stock, Series B, $ 0.60 per share

— — — — ( 2,395 ) — — ( 2,395 )

Preferred stock, Series C, $ 0.52 per share

2 unchanged sentences

— — — — ( 62,460 ) — — ( 62,460 )

Preferred Stock Issued 144,654 — — — — — — 144,654

Effect of stock incentive plan, net

Balance - September 30, 2024

— 1,492 522 2,686 — — — 3,208

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

Balance - March 31, 2025

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

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net income $ 163,913 $ 106,058

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization 9,071 9,892

3 unchanged sentences

Amortization of other intangible assets 6,919 8,019

(Gains) losses on available for sale and held to maturity debt securities, net ( 17 ) 12

Losses on available for sale and held to maturity debt securities, net 10 11

Proceeds from sales of loans held for sale at fair value 40,981 47,094

(Gains) losses on sales of loans, net ( 4,962 ) 1,142

Gains on sales of loans, net ( 3,090 ) ( 2,197 )

Originations of loans held for sale ( 34,023 ) ( 37,437 )

Gains on sales of assets, net ( 7 ) ( 43 )

Loss on extinguishment of debt 922 —

Net change in:

Fair value of financial instruments hedged by derivative transactions 188 4,693

Trading debt securities — ( 23 )

Lease right of use assets 7,573 ( 5,710 )

3 unchanged sentences

Accrued expenses and other liabilities 18,983 ( 297,029 )

Net cash provided by operating activities 147,191 156,344

Net cash provided by (used in) operating activities 209,634 ( 17,122 )

Cash flows from investing activities:

12 unchanged sentences

Proceeds from sales of loans not originated for sale 10,644 —

Proceeds from sale of commercial premium finance lending division — 98,060

Purchases of real estate property and equipment ( 1,399 ) ( 3,047 )

3 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from financing activities:

1 unchanged sentence

Net change in short-term borrowings ( 27,598 ) ( 13,692 )

Proceeds from issuance of long-term borrowings, net 210,000 1,001,800

Repayments of long-term borrowings ( 350,000 ) ( 273,000 )

Proceeds from issuance of preferred stock, net — 144,654

Cash dividends paid to preferred shareholders ( 7,217 ) ( 6,956 )

4 unchanged sentences

Other, net ( 301 ) ( 95 )

Net cash provided by financing activities 582,370 1,171,063

Net cash provided by (used in) financing activities 171,700 ( 473,996 )

Net change in cash and cash equivalents ( 424,135 ) ( 666,428 )

17 unchanged sentences

In accordance with GAAP, Valley does not consolidate statutory trusts established for the sole purpose of issuing trust preferred securities and related trust common securities.

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

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at September 30, 2025 and for all periods presented have been made.

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

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 March 31, 2026 and for all periods presented have been made.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.

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

1 unchanged sentence

Significant Estimates.

In preparing the unaudited consolidated financial statements in conformit y with GAAP, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated.

In preparing the unaudited consolidated financial statements in conformity with GAAP, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated.

Material estimates that require application of management’s most difficult, subjective or complex judgment and are particularly susceptible to change include:

2 unchanged sentences

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

The recent economic environment has increased and may continue to increase the degree of uncertainty inherent in these material estimates.

Actual results may differ from those estimates.

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

On July 4, 2025, new federal legislation commonly known as the OBBBA was enacted into law.

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

The enactment of the OBBBA did not have a material impact on Valley's consolidated financial statements for the third quarter 2025.

Valley will continue to evaluate certain provisions of the OBBBA that are effective starting in 2026, but they are also not expected to have a material impact on Valley's consolidated financial statements.

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.

Earnings Per Common Share

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

The following table shows the calculation of both basic and diluted earnings per common share for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

9 unchanged sentences

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

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

Pote ntial anti-dilutive weighted common shares totaled approximately 280 thousand and 3.6 million for the three months ended September 30, 2025 and 2024, respectively, and 267 thousand and 4.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Stock options

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

Pote ntial anti-dilutive weighted common shares totaled approximately 1.3 million and 638 thousand for the three months ended March 31, 2026 and 2025, respectively.

Accumulated Other Comprehensive Loss

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

Components of Accumulated Other Comprehensive Loss Total

Comprehensive

Unrealized Gains

and Losses on

AFS Securities Unrealized Gains

and Losses on

Derivatives Defined Benefit

Pension and Postretirement Benefit Plans

(in thousands)

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

Other comprehensive income before reclassification 21,206 — — 21,206

Amounts reclassified to earnings ( 1 ) ( 222 ) 104 ( 119 )

Other comprehensive income (loss), net 21,205 ( 222 ) 104 21,087

September 30, 2025 $ ( 76,985 ) $ 584 $ ( 22,401 ) $ ( 98,802 )

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

Other comprehensive income before reclassification 48,023 — — 48,023

Amounts reclassified to earnings 1 ( 219 ) 36 ( 182 )

Other comprehensive income (loss), net 48,024 ( 219 ) 36 47,841

September 30, 2024 $ ( 83,275 ) $ 1,463 $ ( 32,960 ) $ ( 114,772 )

The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for th e three months ended March 31, 2026 and 2025:

Components of Accumulated Other Comprehensive Loss Total

8 unchanged sentences

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

Other comprehensive income before reclassification 56,914 — — 56,914

Other comprehensive loss before reclassification ( 23,105 ) — — ( 23,105 )

Amounts reclassified to earnings ( 7 ) ( 123 ) 11 ( 119 )

Other comprehensive income (loss), net 56,913 ( 661 ) 280 56,532

September 30, 2025 $ ( 76,985 ) $ 584 $ ( 22,401 ) $ ( 98,802 )

Other comprehensive (loss) income, net ( 23,112 ) ( 123 ) 11 ( 23,224 )

March 31, 2026 $ ( 87,665 ) $ 297 $ ( 10,235 ) $ ( 97,603 )

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

2 unchanged sentences

Other comprehensive income (loss), net 27,212 ( 218 ) 88 27,082

September 30, 2024 $ ( 83,275 ) $ 1,463 $ ( 32,960 ) $ ( 114,772 )

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

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

The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three months ended March 31, 2026 and 2025:

Amounts Reclassified from

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

Components of Accumulated Other Comprehensive Loss 2026 2025 Income Statement Line Item

(in thousands)

Unrealized gains (losses) on AFS securities before tax $ 1 $ ( 1 ) $ 1 $ ( 12 ) Gains on securities transactions, net

Unrealized gains on AFS securities before tax $ 10 $ — Gains on securities transactions, net

Tax effect ( 3 ) —

9 unchanged sentences

New Authoritative Accounting Guidance

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 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 purchased financial assets with credit deterioration (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 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):

2 unchanged sentences

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.

The new guidance may be applied using a prospective, retrospective or modified transition approach with early adoption permitted.

2025-06 is currently not expected to have a significant impact on Valley's consolidated financial statements.

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

5 unchanged sentences

Early adoption and retrospective application are permitted.

Valley is currently evaluating the impact of ASU No.

2024-03 on its consolidated financial statements disclosures.

The adoption of ASU No.

2024-03 is currently not expected to have a significant impact on Valley's consolidated financial statements and disclosures.

Fair Value Measurement of Assets and Liabilities

6 unchanged sentences

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

The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at September 30, 2025 and December 31, 2024.

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

September 30,

Fair Value Measurements at Reporting Date Using:

26 unchanged sentences

Non-recurring fair value measurements:

Non-performing loans held for sale (3)

$ 12,687 $ — $ 12,687 $ —

Collateral dependent loans (3)

Foreclosed assets (3)

$ 105,559 $ — $ — $ 105,559

Foreclosed assets 3,356 — — 3,356

Total $ 108,915 $ — $ — $ 108,915

27 unchanged sentences

Non-recurring fair value measurements:

Non-performing loan held for sale (3)

$ 8,750 $ — $ 8,750 $ —

Collateral dependent loans (3)

Foreclosed assets (3)

$ 105,107 $ — $ — $ 105,107

Foreclosed assets 5,680 — — 5,680

Total $ 110,787 $ — $ — $ 110,787

(1) Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 5.3 million and $ 16.8 million at September 30, 2025 and December 31, 2024, respectively.

(1) Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 2.5 million and $ 8.1 million at March 31, 2026 and December 31, 2025, 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 $ 78.5 million and $ 82.0 million at March 31, 2026 and December 31, 2025, respectively.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following valuation techniques were used for financial instruments measured at fair value on a recurring basis.

All the valuation techniques described below apply to the unpaid principal balance, excluding any accrued interest or dividends at the measurement date.

All of the valuation techniques described below apply to the unpaid principal balance, excluding any accrued interest or dividends at the measurement date.

Interest income and expense are recorded within the consolidated statements of income depending on the nature of the instrument using the effective interest method based on acquired discount or premium.

5 unchanged sentences

These investments are at fair value measured at NAV using the most recently available financial information from the investee.

Certain equity investments without readily determinable fair values, excluded from fair value hierarchy levels in the table above, are measured at NAV per share (or its equivalent) as a practical expedient.

Certain equity investments without readily determinable fair values are measured at NAV per share (or its equivalent) as a practical expedient and are excluded from fair value hierarchy levels in the tables above.

Available for sale debt securities.

11 unchanged sentences

The market prices represent a delivery price, which reflects the underlying price each institution would pay Valley for an immediate sale of an aggregate pool of mortgages.

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

Non-performance risk did not materially impact the fair value of mortgage loans held for sale at March 31, 2026 and December 31, 2025 based on the short duration these assets were held and their credit quality.

Derivatives are reported at fair value utilizing Level 2 inputs.

The fair values of Valley’s derivatives are determined using third party prices that are based on discounted cash flow analysis using observed market inputs, such as the SOFR curve, at September 30, 2025 and December 31, 2024.

The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at September 30, 2025 and December 31, 2024), is determined based on the current market prices for similar instruments.

The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at March 31, 2026 and December 31, 2025), is determined based on the current market prices for similar instruments.

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

The fair value of most of the derivatives incorporate credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, to account for potential nonperformance risk of Valley and its counterparties.

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

The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at March 31, 2026 and December 31, 2025.

See Note 1 2 for additional details on Valley's derivatives.

1 unchanged sentence

The following valuation techniques were used for certain non-financial assets measured at fair value on a non-recurring basis, including collateral dependent loans reported at the fair value of the underlying collateral and foreclosed assets, which are reported at fair value upon initial recognition or subsequent impairment as described below.

Non-performing commercial real estate loans held for sale .

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

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

The broker coordinated loan level due diligence with interested parties and established a bidding process in which each participant was required to provide an indicative non-binding bid.

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

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

During the third quarter 2025, Valley transferred a non-performing construction loan relationship totaling $ 3.9 million, net of a $ 541 thousand charge-off to the allowance for loan losses, to loans held for sale at September 30, 2025.

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

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

During the third quarter 2025, the loan was sold to an unrelated party resulting in a $ 1.3 million loss recognized within net gains on sales of loans for the three and nine months ended September 30, 2025.

Collateral dependent loans .

3 unchanged sentences

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

At September 30, 2025, collateral dependent loans were individually re-measured and reported at fair value through direct loan charge-offs to the allowance for loan losses based on the fair value of the underlying collateral.

Collateral dependent loans with a total amortized cost of $ 197.6 million (including taxi medallion loans totaling $ 48.2 million), were reduced by specific allowance for loan loss allocations totaling $ 61.1 million to a reported total net carrying amount of $ 136.5 million at September 30, 2025.

At March 31, 2026, 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 $ 184.0 million (including taxi medallion loans totaling $ 46.6 million), were reduced by specific allowance for loan loss allocations totaling $ 78.5 million to a reported total net carrying amount of $ 105.6 million at March 31, 2026.

Foreclosed assets .

Certain foreclosed assets (consisting of other real estate owned and other repossessed assets included in other assets), upon initial recognition and transfer from loans, are re-measured and reported at fair value using Level 3 inputs, consisting of a third party appraisal less estimated cost to sell.

using Level 3 inputs, consisting of a third party appraisal less estimated cost to sell.

When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses.

If further declines in the estimated fair value of an asset occur, the a sset is re-measured and reported at fair value through a write-down recorded in non-interest expense.

The re-measurement of foreclosed assets at fair value subsequent to their initial recognition resulted in $ 3.1 million of losses for the nine months ended September 30, 2025 included in non-interest expense and related to one other real estate owned property.

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

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

There were no write-downs of foreclosed assets during the three months ended March 31, 2026 and 2025.

The re were no adjustments to the appraisals of foreclosed assets at March 31, 2026 and December 31, 2025.

Other Fair Value Disclosures

8 unchanged sentences

In addition, the tax implications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at September 30, 2025 and December 31, 2024 were as follows:

Hierarchy September 30, 2025 December 31, 2024

The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at March 31, 2026 and December 31, 2025 were as follows:

Hierarchy March 31, 2026 December 31, 2025

Amount Fair Value Carrying

7 unchanged sentences

Held to maturity debt securities:

Treasury securities Level 1 — — 25,480 25,461

government agency securities Level 2 291,085 249,519 292,269 253,062

5 unchanged sentences

3,620,554 3,228,740 3,496,571 3,129,603

Net loans (3)

Level 3 50,253,070 48,379,622 49,571,352 47,868,967

12 unchanged sentences

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

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

Total changes in the valuation of equity securities were immaterial for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

(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 $ 8.8 million at March 31, 2026 and $ 18.0 million at December 31, 2025, respectively.

(4) Included in other assets.

2 unchanged sentences

Equity Securities

Equity securities totaled $ 78.3 million and $ 71.5 million at September 30, 2025 and December 31, 2024, respectively.

Equity securities totaled $ 83.9 million and $ 82.8 million at March 31, 2026 and December 31, 2025, respectively.

See Note 5 for further details on equity securities.

Available for Sale Debt Securities

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

The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities at March 31, 2026 and December 31, 2025 were as follows:

Losses Fair Value

(in thousands)

September 30, 2025

March 31, 2026

Treasury securities $ 251,052 $ — $ ( 23,719 ) $ 227,333

17 unchanged sentences

Total $ 4,290,642 $ 38,281 $ ( 126,705 ) $ 4,202,218

Accrued interest on investments , which is excluded from the amortized cost of AFS debt securities, totaled $ 17.0 million and $ 13.1 million at September 30, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

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

Accrued interest on investments , which is excluded from the amortized cost of AFS debt securities, totaled $ 18.3 million and $ 18.2 million at March 31, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

The age of unrealized losses and fair value of the related AFS debt securities at March 31, 2026 and December 31, 2025 were as follows:

Less than 12 Months More than 12 Months Total

3 unchanged sentences

(in thousands)

September 30, 2025

March 31, 2026

Treasury securities $ 99,405 $ ( 625 ) $ 127,928 $ ( 23,094 ) $ 227,333 $ ( 23,719 )

21 unchanged sentences

Total $ 131,004 $ ( 243 ) $ 1,078,814 $ ( 126,462 ) $ 1,209,818 $ ( 126,705 )

Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 630 and 726 at September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 988.1 million.

Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 650 and 602 at March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 1.1 billion.

Contractual Maturities

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

The contractual maturities of AFS debt securities at March 31, 2026 are set forth in the following table.

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

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

September 30, 2025

March 31, 2026

(in thousands)

5 unchanged sentences

Total $ 4,276,964 $ 4,157,034

The weighted average remaining expected life for AFS residential mortgage-backed securities was 7.45 years at September 30, 2025.

The weighted average remaining expected life for AFS residential mortgage-backed securities was 6.80 years at March 31, 2026.

Impairment Analysis of Available For Sale Debt Securities

Valley's AFS debt securities portfolio includes corporate bonds and revenue bonds, among other securities.

These types of securities may pose a higher risk of future impairment charges by Valley due to various factors such as the unpredictable nature of the U.S.

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

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.

Valley also evaluated AFS debt securities that were in an unrealized loss position as of September 30, 2025 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors.

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

Valley does not intend to sell any of its AFS debt securities in an unrealized loss position prior to recovery of their amortized cost basis, and it is more likely than not that Valley will not be required to sell any of its securities prior to recovery of their amortized cost basis.

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

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

Valley also evaluated AFS debt securities that were in an unrealized loss position as of March 31, 2026 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors.

Based on a comparison of the present value of expected cash flows to the amortized cost, th ere was no impairment recognized during the three months ended March 31, 2026 and 2025 .

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 March 31, 2026.

As a result, there was no allowance for credit losses f or AFS debt securities at March 31, 2026 and December 31, 2025.

Held to Maturity Debt Securities

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

The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at March 31, 2026 and December 31, 2025 were as follows:

Losses Fair Value Allowance for Credit Losses Net Carrying Value

(in thousands)

September 30, 2025

March 31, 2026

government agency securities $ 291,085 $ 37 $ ( 41,603 ) $ 249,519 $ — $ 291,085

8 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

8 unchanged sentences

Total $ 3,496,571 $ 11,616 $ ( 378,584 ) $ 3,129,603 $ 734 $ 3,495,837

Accrued interest on investments , which is excluded from the amortized cost of HTM debt securities, totaled $ 11.9 million and $ 13.0 million at September 30, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Accrued interest on investments , which is excluded from the amortized cost of HTM debt securities, totaled $ 12.0 million and $ 12.3 million at March 31, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

HTM debt securities are carried net of an allowance for credit losses (as shown in the table above).

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

The age of unrealized losses and fair value of related HTM debt securities at March 31, 2026 and December 31, 2025 were as follows:

Less than 12 Months More than 12 Months Total

3 unchanged sentences

(in thousands)

September 30, 2025

March 31, 2026

government agency securities $ 78 $ — $ 232,776 $ ( 41,603 ) $ 232,854 $ ( 41,603 )

10 unchanged sentences

December 31, 2025

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

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

10 unchanged sentences

Total $ 61,548 $ ( 2,119 ) $ 2,377,489 $ ( 376,465 ) $ 2,439,037 $ ( 378,584 )

Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 704 and 798 at September 30, 2025 and December 31, 2024, respectively.

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

Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 706 and 667 at March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, 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 $ 1.1 billion.

Contractual Maturities

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

The contractual maturities of investments in HTM debt securities at March 31, 2026 is set forth in the table below.

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

September 30, 2025

March 31, 2026

(in thousands)

5 unchanged sentences

Total $ 3,620,554 $ 3,228,740

The weighted-average remaining expected life for HTM residential mortgage-backed securitie s was 8.88 years at September 30, 2025.

The weighted-average remaining expected life for HTM residential mortgage-backed securitie s was 9.34 years at March 31, 2026.

Credit Quality Indicators

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

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

The following table summarizes the amortized cost of HTM debt securities by external credit rating at March 31, 2026 and December 31, 2025.

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

(in thousands)

September 30, 2025

March 31, 2026

government agency securities $ 291,085 $ — $ — $ 291,085

8 unchanged sentences

December 31, 2025

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

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

8 unchanged sentences

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

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

At March 31, 2026, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the “non-rated” category included municipal bonds secured by Ginnie Mae securities.

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

1 unchanged sentence

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:

2 unchanged sentences

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

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

The following table details the activity in the allowance for credit losses for HTM securities for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

4 unchanged sentences

Loans and Allowance for Credit Losses for Loans

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

September 30, 2025 December 31, 2024

The details of the loan portfolio as of March 31, 2026 and December 31, 2025 were as follows:

March 31, 2026 December 31, 2025

(in thousands)

10 unchanged sentences

Total loans $ 50,828,820 $ 50,136,728

Total loans include net unearned discounts and deferred loan fees of $ 15.1 million and $ 45.3 million at September 30, 2025 and December 31, 2024, respectively.

Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 207.8 million and $ 208.9 million at September 30, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Loans Portfolio Sales and Transfers to Loans Held for Sale

Valley sells residential mortgage loans originated for sale (at fair value) primarily to Fannie Mae and Freddie Mac in the normal course of business.

Under certain circumstances, Valley may decide to sell loans that were not originated with the intent to sell, including both performing and non-performing loans.

During the nine months ended September 30, 2025, Valley transferred non-performing construction loan relationships totaling $ 14.1 million from the held for investment loan portfolio to loans held for sale, of which $ 10.2 million was sold during the three months ended September 30, 2025.

See Note 5 for further details.

Total loans include net unearned discounts and deferred loan fees of $ 15.9 million and $ 17.4 million at March 31, 2026 and December 31, 2025, respectively.

Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 208.6 million and $ 209.5 million at March 31, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Loan Portfolio Sales and Transfers to Loans Held for Sale

There were no transfers of loans from the held for investment loan portfolio to loans held for sale during the three months ended March 31, 2026.

During the first quarter of 2026, Valley sold a non-performing commercial real estate loan relationship totaling $ 9.1 million that was transferred from the held for investment loan portfolio to loans held for sale during the fourth quarter of 2025.

The sale resulted in the recognition of a $ 767 thousand net gain during the three months ended March 31, 2026.

See Valley’s Annual Report for details regarding transfers and sales of loans for the year ended December 31, 2025.

7 unchanged sentences

Credit Quality

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

The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at March 31, 2026 and December 31, 2025:

Past Due and Non-Accrual Loans

6 unchanged sentences

(in thousands)

September 30, 2025

March 31, 2026

Commercial and industrial

40 unchanged sentences

Risk ratings are updated any time the situation warrants.

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

The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at March 31, 2026 and December 31, 2025, as well as the gross loan charge- offs by year of origination for the three months ended March 31, 2026 and for the year ended December 31, 2025:

Amortized Cost Basis by Origination Year

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

March 31, 2026 2026 2025 2024 2023 2022 Prior to 2022

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

36 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

Gross loan charge-offs $ 1,979 $ 7,048 $ 4,031 $ 21,122 $ 15,471 $ 29,715 $ 23,458 $ 15,921 $ 118,745

For residential mortgages, home equity, automobile and other consumer loan portfolio classes, Valley evaluates credit quality based on the aging status of the loan and by payment activity.

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

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 March 31, 2026 and December 31, 2025, as well as the gross loan charge-offs by year of origination for the three months ended March 31, 2026 and for the year ended December 31, 2025:

Amortized Cost Basis by Origination Year

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

March 31, 2026 2026 2025 2024 2023 2022 Prior to 2022

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

40 unchanged sentences

From time to time, Valley may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers who may be experiencing financial difficulties.

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

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

The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at March 31, 2026 that were modified during the three months ended March 31, 2026 and 2025, disaggregated by class of financing receivable and type of modification.

Term Extension Term Extension and Principal Forgiveness Other than Insignificant Payment Delay Total % of Total Loan Class

($ in thousands)

Three Months Ended

September 30, 2025

March 31, 2026

Commercial and industrial $ 53,117 $ — $ 29,436 $ 82,553 0.74 %

1 unchanged sentence

Residential mortgage 1,062 — 428 1,490 0.03

Home equity — — 27 27 —

Total $ 64,696 $ — $ 30,351 $ 95,047 0.19 %

Three Months Ended

September 30, 2024

Commercial and industrial $ 924 $ 7,556 $ — $ — $ — $ 8,480 0.09 %

Commercial real estate — 36,800 — — 111,204 148,004 0.55

Total $ 924 $ 44,356 $ — $ — $ 111,204 $ 156,484 0.32 %

Nine Months Ended

September 30, 2025

Commercial and industrial $ — $ 37,134 $ 10,375 $ — $ 4,866 $ 52,375 0.49 %

Commercial real estate — 34,949 991 20,573 108,497 165,010 0.63

Residential mortgage — 668 — — — 668 0.01

Total $ — $ 72,751 $ 11,366 $ 20,573 $ 113,363 $ 218,053 0.44 %

Nine Months Ended

September 30, 2024

March 31, 2025

Commercial and industrial $ 2,145 $ — $ 5,660 $ 7,805 0.08 %

Commercial real estate 7,398 20,823 396 28,617 0.11

Residential mortgage — 869 — — — 869 0.02

Total $ 9,543 $ 20,823 $ 6,056 $ 36,422 0.07 %

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

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

The following table describes the types of modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2026 and 2025:

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

Three Months Ended

September 30, 2025

March 31, 2026

Commercial and industrial 60 $ — 26

1 unchanged sentence

Residential mortgage 61 — 8

Home equity — — 6

Three Months Ended

September 30, 2024

Commercial and industrial 3.41 % 18 $ — —

Commercial real estate — 20 — 12

Nine Months Ended

September 30, 2025

Commercial and industrial 0.13 % 14 $ — 6

Commercial real estate 5.50 15 17,500 * 2

Residential mortgage — 83 — —

Nine Months Ended

September 30, 2024

March 31, 2025

Commercial and industrial 11 $ — 6

Commercial real estate 31 17,500 * 6

Residential mortgage — 50 — —

Home equity — 120 — —

* Relates to one loan that was partially charged off during the fourth quarter 2024 with the subsequent execution of the corresponding principal forgiveness completed in the first quarter 2025.

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

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

The following table presents the aging analysis of loans that have been modified within the previous 12 months at March 31, 2026 and 2025.

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

September 30, 2025 ($ in thousands)

March 31, 2026 (in thousands)

Commercial and industrial $ 139,117 * $ — $ — $ 139,117

1 unchanged sentence

Residential mortgage 2,201 * 1,121 * — 3,322

Home equity — 27 — 27

Total $ 279,005 $ 6,602 $ — $ 285,607

September 30, 2024

March 31, 2025

Commercial and industrial $ 113,632 * $ — $ — $ 113,632

1 unchanged sentence

Residential mortgage 2,051 — 95 2,146

Home equity 41 — — 41

Total $ 359,413 $ — $ 141 $ 359,554

* Includes non-accrual loans.

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

September 30, 2025 Term extension

Nine Months Ended September 30, 2024 (in thousands)

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

There were no payment defaults of such loans during the three months ended March 31, 2026.

Term Extension Other than Insignificant Payment Delay

Three Months Ended March 31, 2025 (in thousands)

Commercial real estate $ 46 $ —

Residential mortgage — 95

Total $ 46 $ 95

Loans in process of foreclosure.

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

Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $ 2.9 million and $ 4.6 million at September 30, 2025 and December 31, 2024, respectively.

OREO balance totaled $ 5.2 million and $ 4.5 million at March 31, 2026 and December 31, 2025, respectively.

Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $ 3.7 million and $ 3.4 million at March 31, 2026 and December 31, 2025, respectively.

Collateral dependent loans.

1 unchanged sentence

When Valley determines that repayment or satisfaction of the loan depends on the sale of the collateral, the collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process.

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

September 30,

The following table presents collateral dependent loans by class as of March 31, 2026 and December 31, 2025:

2026 December 31,

3 unchanged sentences

Commercial real estate 225,189 225,982

Construction 34,888 15,841

Total commercial real estate loans 268,855 172,666

Residential mortgage 33,820 28,569

1 unchanged sentence

Total $ 430,236 $ 416,153

* Includes non-accrual loans collateralized by taxi medallions totaling $ 48.2 million and $ 49.5 million at September 30, 2025 and December 31, 2024, respectively.

* Includes non-accrual loans collateralized by taxi medallions totaling $ 46.6 million and $ 47.1 million at March 31, 2026 and December 31, 2025, respectively.

Allowance for Credit Losses for Loans

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

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

September 30,

The following table summarizes the ACL for loans at March 31, 2026 and December 31, 2025:

2026 December 31,

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

1 unchanged sentence

Provision for loan losses $ 18,644 $ 61,299

(Credit) provision for unfunded credit commitments ( 916 ) 3,113 ( 874 ) ( 3,126 )

Provision for unfunded credit commitments 2,600 1,376

Total provision for credit losses for loans $ 21,244 $ 62,675

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

The following table details the activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2026 and 2025:

and Industrial Commercial

3 unchanged sentences

Three Months Ended

September 30, 2025

March 31, 2026

Allowance for loan losses:

3 unchanged sentences

Net (charge-offs) recoveries ( 1,384 ) ( 13,409 ) 83 ( 2,834 ) ( 17,544 )

(Credit) provision for loan losses ( 9,991 ) 26,725 2,234 1,119 20,087

Provision (credit) for loan losses 6,662 10,776 ( 1,912 ) 3,118 18,644

Ending balance $ 186,143 $ 324,793 $ 51,700 $ 21,864 $ 584,500

Three Months Ended

September 30, 2024

Allowance for loan losses:

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

Loans charged-off ( 7,501 ) ( 38,123 ) — ( 2,597 ) ( 48,221 )

Charged-off loans recovered 3,162 1,601 29 521 5,313

Net (charge-offs) recoveries ( 4,339 ) ( 36,522 ) 29 ( 2,076 ) ( 42,908 )

Provision for loan losses 21,461 44,457 3,819 2,188 71,925

Ending balance $ 166,365 $ 309,028 $ 51,545 $ 21,389 $ 548,327

Nine Months Ended

September 30, 2025

March 31, 2025

Allowance for loan losses:

5 unchanged sentences

Ending balance $ 184,700 $ 321,662 $ 48,906 $ 22,932 $ 578,200

Nine Months Ended

September 30, 2024

Allowance for loan losses:

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

Loans charged-off ( 36,515 ) ( 69,277 ) — ( 5,668 ) ( 111,460 )

Charged-off loans recovered 4,586 1,992 59 1,521 8,158

Net (charge-offs) recoveries ( 31,929 ) ( 67,285 ) 59 ( 4,147 ) ( 103,302 )

Provision for loan losses 64,935 126,715 8,529 5,370 205,549

Ending balance $ 166,365 $ 309,028 $ 51,545 $ 21,389 $ 548,327

The following table represents the allocation of the allowance for loan losses and the related loans by loan portfolio segment disaggregated based on the allowance measurement methodology at September 30, 2025 and December 31, 2024.

Commercial and Industrial Commercial

2 unchanged sentences

(in thousands)

September 30, 2025

March 31, 2026

Allowance for loan losses:

14 unchanged sentences

Goodwill and Other Intangible Assets

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

The carrying amounts of goodwill allocated to Valley's reporting units at both March 31, 2026 and December 31, 2025, were as follows:

Reporting Unit *

5 unchanged sentences

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

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

date, which resulted in no impairment of goodwill.

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

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

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

During the three months ended March 31, 2026, there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount.

There was no impairment of goodwill recognized during the three months ended March 31, 2026 and 2025.

The following table summarizes other intangible assets as of March 31, 2026 and December 31, 2025:

Assets Accumulated

1 unchanged sentence

(in thousands)

September 30, 2025

March 31, 2026

Loan servicing rights $ 129,417 $ ( 109,744 ) $ 19,673

11 unchanged sentences

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

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

There was no impairment of loan servicing rights recognized during the three months ended March 31, 2026 and 2025.

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

1 unchanged sentence

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

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

There was no impairment of core deposits and other intangibles recognized during the three months ended March 31, 2026 and 2025.

The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2026 through 2030:

7 unchanged sentences

2030 1,594 4,914 2,584

Valley recognized amortization expense on other intangible assets totaling approximately $ 7.5 million and $ 8.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 23.0 million and $ 26.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Included in time deposits are certificates of deposit over $250 thousand totaling $ 2.6 billion and $ 2.4 billion at September 30, 2025 and December 31, 2024, respectively.

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

Valley recognized amortization expense on other intangible assets totaling approximately $ 6.9 million and $ 8.0 million for the three months ended March 31, 2026 and 2025.

The scheduled maturities of time deposits as of March 31, 2026 were as follows:

(in thousands)

1 unchanged sentence

2027 3,236,725

2027 2,035,837

Thereafter 18,827

2 unchanged sentences

Short-Term Borrowings

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

September 30, 2025 December 31, 2024

Short-term borrowings at March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026 December 31, 2025

(in thousands)

1 unchanged sentence

Long-Term Borrowings

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

September 30, 2025 December 31, 2024

Long-term borrowings at March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026 December 31, 2025

(in thousands)

FHLB advances, net $ 2,463,604 $ 2,526,608

FHLB advances $ 2,113,603 $ 2,463,604

Subordinated debt, net *

1 unchanged sentence

Total long-term borrowings $ 2,560,887 $ 2,908,579

* Subordinated debt is reported net of debt issuance costs and fair value hedging adjustments at both September 30, 2025 and December 31, 2024.

* Subordinated debt is reported net of debt issuance costs and fair value hedging adjustments at both March 31, 2026 and December 31, 2025.

FHLB advances.

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

Long-term FHLB advances had a weighted average interest rate of 4.38 percent and 4.42 percent at March 31, 2026 and December 31, 2025, respectively.

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

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

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

The long-term FHLB advances at March 31, 2026 are scheduled for contractual balance repayments as follows:

(in thousands)

3 unchanged sentences

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

Subordinated deb t.

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

The transaction was accounted for as an early debt extinguishment and resulted in a $ 922 thousand pre-tax loss reported within non-interest expense for the nine months ended September 30, 2025.

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

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

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

There were no new issuances or maturities, calls or principal repayments of subordinated debt during the three months ended March 31, 2026.

See Note 9 in Valley’s Annual Report for additional information on the outstanding subordinated debt at March 31, 2026.

Stock–Based Compensation

1 unchanged sentence

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

As of September 30, 2025, 7.1 million shares of common stock were available for issuance under the plan.

As of March 31, 2026, 4.8 million shares of common stock were available for issuance under the plan.

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

4 unchanged sentences

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

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

The table below summarizes RSU awards granted and average grant date fair values for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands, except per share data)

Award shares granted:

5 unchanged sentences

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

Valley recorded total stock-based compensation expense of approximately $ 4.4 million and $ 7.3 million for the three months ended

September 30, 2025 and 2024, respectively, and $ 18.0 million and $ 23.0 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $ 42.6 million.

Valley recorded total stock-based compensation expense of approximately $ 7.7 million and $ 6.8 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the unrecognized amortization expense for all stock-

based employee compensation totaled approximately $ 69.5 million.

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

9 unchanged sentences

For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings.

During the third quarter 2024, Valley terminated interest rate swaps with a total notional amount of $ 500 million used to hedge the fair value of certain fixed rate residential loans.

The carrying amount of the hedged assets included an immaterial cumulative loss adjustment at the date of termination that will be amortized to earnings through the fourth quarter 2025.

See Note 14 to Valley's Annual Report for additional information regarding Valley's fair value hedges.

10 unchanged sentences

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

At September 30, 2025, Valley had 64 credit swaps with an aggregate notional amount of $ 954.3 million related to risk participation agreements.

At September 30, 2025, Valley had two “steepener” swaps, each with a current notional amount of $ 10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the Constant Maturity Swap rate curve.

Although these types of instruments do not meet the hedge accounting requirements, the change in fair value of both the bifurcated derivative and the stand-alone swap tend to move in opposite directions with changes in the three-month Term SOFR rate and, therefore, provide an effective economic hedge.

At March 31, 2026, Valley had 61 credit swaps with an aggregate notional amount of $ 928.3 million related to risk participation agreements.

At March 31, 2026, Valley had two “steepener” swaps, each with a current notional amount of $ 10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the Constant Maturity Swap rate curve.

Although these types of instruments do not meet the hedge accounting requirements, the change in fair value of both the bifurcated derivative and the stand-alone swap tends to move in opposite directions with changes in the three-month Term SOFR rate and, therefore, provide an effective economic hedge.

Valley regularly enters into mortgage banking derivatives which are not designated as hedges.

These derivatives include interest rate lock commitments provided to customers to fund certain residential mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans.

Valley enters into

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

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

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

Upon the origination of certain foreign currency denominated transactions (including foreign currency holdings and non-U.S.

dollar denominated loans) with a client, we enter into a respective hedging contract with a third party financial institution to mitigate the economic impact of foreign currency exchange rate fluctuation.

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

The covered loans have a total remaining balance of $ 759.2 million within Valley's $ 2.2 billion automobile loan portfolio at September 30, 2025.

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

The covered loans have a total remaining balance of $ 558.4 million within Valley's $ 2.2 billion automobile loan portfolio at March 31, 2026.

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

The premium amortization expense associated with the credit protection totaled $ 1.8 million and $ 3.2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 5.6 million and $ 4.7 million for the nine months ended September 30, 2025 and 2024, respectively, and was recorded within other expense reported in non-interest expense.

The premium amortization expense associated with the credit protection totaling $ 703 thousand and $ 2.0 million for the three months ended March 31, 2026 and 2025, respectively, and was recorded within other expense reported in non-interest expense.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Fair Value Fair Value

15 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

Amount of gain reclassified from accumulated other comprehensive loss to interest income $ 171 $ 301

The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $ 584 thousand and $ 1.2 million at September 30, 2025 and December 31, 2024, respectively.

Valley estimates that the entire after-tax gain of $ 584 thousand at September 30, 2025 will be reclassified as an $ 805 thousand (before tax) increase to interest income over the next 12 months.

The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $ 297 thousand and $ 420 thousand at March 31, 2026 and December 31, 2025, respectively.

The entire after-tax gain of $ 297 thousand will be reclassified from accumulated other comprehensive loss to interest income during the remainder of 2026.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

Derivative - interest rate swap:

Interest income $ — $ ( 2,385 ) $ — $ 3,170

Derivative - interest rate swaps:

Interest expense $ 223 $ 4,569

3 unchanged sentences

The changes in the fair value of the hedged item designated as a qualifying hedge are captured as an adjustment to the carrying amount of the hedged item (basis adjustment).

The following table presents the hedged item related to interest rate derivatives designated as fair value hedges and the cumulative basis fair value adjustment included in the net carrying amount of the hedged item at September 30, 2025 and December 31, 2024.

Line Item in the Statement of Financial Condition in Which the Hedged Item is Included Net Carrying Amount of the Hedged Asset/ Liability Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset/Liability

(in thousands)

September 30, 2025

March 31, 2026

Time deposits $ 481,553 $ 1,249

3 unchanged sentences

Long-term borrowings * 295,842 ( 3,790 )

* Net carrying amount includes unamortized debt issuance costs of $ 571 thousand and $ 1.2 million at September 30, 2025 and December 31, 2024, respectively.

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

* Net carrying amount includes unamortized debt issuance costs of $ 166 thousand and $ 368 thousand at March 31, 2026 and December 31, 2025, respectively.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

1 unchanged sentence

Other non-interest expense $ 897 $ ( 3,059 )

Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commer cial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $ 7.0 million and $ 5.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 21.0 million and $ 17.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commer cial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $ 9.6 million and $ 5.8 million for the three months ended March 31, 2026 and 2025, respectively.

Collateral Requirements and Credit Risk Related Contingent Features .

6 unchanged sentences

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

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

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

As of March 31, 2026, Valley was in compliance with all of the provisions of its derivative counterparty agreements.

The total combined fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at March 31, 2026.

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

8 unchanged sentences

Master repurchase agreements, which include “right of set-off” provisions, generally have a legally enforceable right to offset recognized amounts.

In such cases, the collateral would be used

to settle the fair value of the swap or repurchase agreement should Valley be in default.

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

The total amount of collateral held or pledged cannot exceed the net fair values of derivatives with the counterparty.

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

The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of March 31, 2026 and December 31, 2025.

Gross Amounts Not Offset

6 unchanged sentences

(in thousands)

September 30, 2025

March 31, 2026

Interest rate swaps and other contracts $ 186,765 $ — $ 186,765 $ — $ ( 171,420 ) $ 15,345

5 unchanged sentences

Tax Credit Investments

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

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 are increased to reflect Valley's share of income of the investee and are reduced to reflect its share of losses of the investee, dividends received and impairments, if applicable.

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

September 30,

The following table presents the balances of Valley’s affordable housing tax credit investments and other tax credit investments at March 31, 2026 and December 31, 2025:

2026 December 31,

4 unchanged sentences

Total tax credit investments, net $ 514,385 $ 500,626

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

The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

12 unchanged sentences

Activities not assigned to the operating segments are included in Treasury and Corporate Other.

The CEO of Valley is the CODM who assesses performance of each operating segment to better understand their cost, opportunity value and impact to Valley's consolidated earnings.

Each operating segment is reviewed routinely for its asset growth, contribution to our income before income taxes, return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount).

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

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

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

The CEO of Valley is the Chief Operating Decision Maker who assesses performance of each operating segment to better understand their cost, opportunity value and impact to Valley's consolidated earnings.

Each operating

segment is reviewed routinely for its asset growth, contribution to our income before income taxes, return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount).

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

No changes to the operating segments were determined necessary during the three months ended March 31, 2026.

The Consumer Banking segment is mainly comprised of residential mortgages and automobile loans, and to a lesser extent, business purpose loans to wealth management clients, 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.

8 unchanged sentences

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

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

The accounting for each operating segment and Treasury and Corporate Other includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under GAAP.

1 unchanged sentence

Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.

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

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

Three Months Ended September 30, 2025

The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026

Banking Commercial

21 unchanged sentences

Net interest margin 2.59 % 3.65 % 1.81 % 3.16 %

Three Months Ended September 30, 2024

Banking Commercial

Banking Treasury and Corporate Other Total

($ in thousands)

Average interest earning assets

$ 9,918,669 $ 40,208,294 $ 7,524,687 $ 57,651,650

Interest income $ 123,252 $ 659,587 $ 77,710 $ 860,549

Interest expense 77,409 313,945 58,697 450,051

Net interest income 45,843 345,642 19,013 410,498

Provision (credit) for credit losses 6,007 69,031 ( 14 ) 75,024

Net interest income after provision for credit losses 39,836 276,611 19,027 335,474

Non-interest income 35,940 17,198 7,533 60,671

Non-interest expense

Salary and employee benefits expense 30,798 94,896 13,138 138,832

Net occupancy expense 4,715 18,804 3,454 26,973

Technology, furniture, and equipment expense 5,898 19,598 3,466 28,962

FDIC insurance assessment 2,922 11,870 — 14,792

Professional and legal fees 2,380 10,397 1,341 14,118

Other segment items * 13,628 11,827 20,339 45,794

Total non-interest expense $ 60,341 $ 167,392 $ 41,738 $ 269,471

Income (loss) before income taxes $ 15,435 $ 126,417 $ ( 15,178 ) $ 126,674

Return on average interest earning assets (pre-tax)

0.62 % 1.26 % ( 0.81 ) % 0.88 %

Net interest margin 1.85 % 3.44 % 1.01 % 2.85 %

Nine Months Ended September 30, 2025

Banking Commercial

Banking Treasury and Corporate Other Total

($ in thousands)

Average interest earning assets

$ 10,565,249 $ 38,423,144 $ 8,707,438 $ 57,695,831

Interest income $ 387,169 $ 1,766,193 $ 263,325 $ 2,416,687

Interest expense 204,719 744,511 168,720 1,117,950

Net interest income 182,450 1,021,682 94,605 1,298,737

(Credit) provision for credit losses ( 4,663 ) 124,304 ( 10 ) 119,631

Net interest income after provision for credit losses 187,113 897,378 94,615 1,179,106

Non-interest income 104,424 66,666 14,695 185,785

Non-interest expense

Salary and employee benefits expense 99,153 295,321 40,386 434,860

Net occupancy expense 14,145 50,658 11,433 76,236

Technology, furniture, and equipment expense 19,645 59,430 12,196 91,271

FDIC insurance assessment 8,030 29,203 ( 3,817 ) 33,416

Professional and legal fees 9,982 42,547 7,372 59,901

Loss on extinguishment of debt — — 922 922

Other segment items * 40,592 47,766 57,761 146,119

Total non-interest expense $ 191,547 $ 524,925 $ 126,253 $ 842,725

Income (loss) before income taxes $ 99,990 $ 439,119 $ ( 16,943 ) $ 522,166

Return on average interest earning assets (pre-tax)

1.26 % 1.52 % ( 0.26 ) % 1.21 %

Net interest margin 2.31 % 3.55 % 1.45 % 3.00 %

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Banking Commercial

23 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-Q

Item 1. Financial Statements