Item 1. Financial Statements
Item 1. Financial Statements
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except for share data) June 30,
2026 December 31,
2025
Assets (Unaudited)
Cash and due from banks $ 388,741 $ 315,166
Interest bearing deposits with banks 578,148 1,268,399
Investment securities:
Equity securities 88,541 82,774
Trading debt securities 26,493 —
Available for sale debt securities 4,292,148 4,202,218
Held to maturity debt securities (net of allowance for credit losses of $ 744 at June 30, 2026 and $ 734 at December 31, 2025)
3,757,200 3,495,837
Total investment securities 8,164,382 7,780,829
Loans held for sale (includes fair value of $ 4,940 at June 30, 2026 and $ 8,212 at December 31, 2025 for loans originated for sale)
13,690 26,236
Loans 52,467,251 50,136,728
Less: Allowance for loan losses ( 590,600 ) ( 583,400 )
Net loans 51,876,651 49,553,328
Premises and equipment, net 316,364 330,757
Lease right of use assets 298,807 313,891
Bank owned life insurance 742,230 738,090
Accrued interest receivable 250,703 243,897
Goodwill 1,868,936 1,868,936
Other intangible assets, net 89,199 100,875
Other assets 1,730,457 1,592,321
Total Assets $ 66,318,308 $ 64,132,725
Liabilities
Deposits:
Non-interest bearing $ 12,549,527 $ 12,155,500
Interest bearing:
Savings, NOW and money market 28,666,443 28,603,470
Time 12,902,637 11,424,123
Total deposits 54,118,607 52,183,093
Short-term borrowings 433,484 91,475
Long-term borrowings 2,607,222 2,908,579
Junior subordinated debentures issued to capital trusts 57,977 57,803
Lease liabilities 355,482 372,448
Accrued expenses and other liabilities 828,392 711,629
Total Liabilities 58,401,164 56,325,027
Shareholders’ Equity
Preferred stock, no par value; 50,000,000 authorized shares:
Series A ( 4,600,000 shares issued at June 30, 2026 and December 31, 2025)
111,590 111,590
Series B ( 4,000,000 shares issued at June 30, 2026 and December 31, 2025)
98,101 98,101
Series C ( 6,000,000 shares issued at June 30, 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 June 30, 2026 and December 31, 2025)
196,730 196,730
Surplus 5,458,768 5,464,845
Retained earnings 2,103,922 1,912,933
Accumulated other comprehensive loss ( 99,617 ) ( 74,379 )
Treasury stock, at cost ( 7,809,650 common shares at June 30, 2026 and 4,260,729 common shares at December 31, 2025)
( 97,004 ) ( 46,776 )
Total Shareholders’ Equity 7,917,144 7,807,698
Total Liabilities and Shareholders’ Equity $ 66,318,308 $ 64,132,725
See accompanying notes to consolidated financial statements.
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VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except for per share data)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Interest Income
Interest and fees on loans $ 736,060 $ 720,282 $ 1,444,700 $ 1,423,891
Interest and dividends on investment securities:
Taxable 76,113 67,164 149,921 131,062
Tax-exempt 5,048 4,681 9,766 9,383
Dividends 5,771 5,528 10,571 11,192
Interest on federal funds sold and other short-term investments 6,383 7,357 17,141 14,236
Total interest income 829,375 805,012 1,632,099 1,589,764
Interest Expense
Interest on deposits:
Savings, NOW and money market 190,973 203,390 381,758 403,611
Time 112,693 129,324 219,371 254,393
Interest on short-term borrowings 6,047 1,736 6,283 4,682
Interest on long-term borrowings and junior subordinated debentures 32,638 38,154 66,138 74,565
Total interest expense 342,351 372,604 673,550 737,251
Net Interest Income 487,024 432,408 958,549 852,513
(Credit) provision for credit losses for available for sale and held to maturity securities ( 2 ) 4 10 ( 10 )
Provision for credit losses for loans 29,166 37,795 50,410 100,470
Net Interest Income After Provision for Credit Losses 457,860 394,609 908,129 752,053
Non-Interest Income
Wealth management and trust fees 17,655 14,056 33,661 29,087
Insurance commissions 3,770 3,430 6,637 6,832
Capital markets 12,933 9,767 23,314 16,707
Service charges on deposit accounts 18,728 14,705 36,932 27,431
Gains (losses) on securities transactions, net 50 ( 1 ) 71 45
Fees from loan servicing 3,268 3,671 6,486 6,886
Gains on sales of loans, net 1,742 2,025 4,832 4,222
Bank owned life insurance 5,913 6,019 11,748 10,796
Other 9,652 8,932 18,866 18,892
Total non-interest income 73,711 62,604 142,547 120,898
Non-Interest Expense
Salary and employee benefits expense 150,432 145,422 306,147 288,040
Net occupancy expense 27,179 25,483 54,361 51,371
Technology, furniture and equipment expense 33,247 30,667 65,125 60,563
FDIC insurance assessment 11,691 12,192 22,167 25,059
Amortization of other intangible assets 6,268 7,427 13,187 15,446
Professional and legal fees 29,533 19,970 54,675 35,640
Loss on extinguishment of debt — 922 — 922
Amortization of tax credit investments 16,157 9,134 32,171 18,454
Other 36,616 32,905 73,216 65,245
Total non-interest expense 311,123 284,122 621,049 560,740
Income Before Income Taxes 220,448 173,091 429,627 312,211
Income tax expense 49,563 39,924 94,829 72,986
Net Income 170,885 133,167 334,798 239,225
Dividends on preferred stock 7,316 6,948 14,533 13,903
Net Income Available to Common Shareholders $ 163,569 $ 126,219 $ 320,265 $ 225,322
Earnings Per Common Share:
Basic $ 0.30 $ 0.23 $ 0.58 $ 0.40
Diluted 0.29 0.22 0.57 0.40
See accompanying notes to consolidated financial statements.
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VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Net income $ 170,885 $ 133,167 $ 334,798 $ 239,225
Other comprehensive (loss) income, net of tax:
Unrealized gains and losses on available for sale securities
Net (losses) gains arising during the period ( 4,031 ) 8,496 ( 27,136 ) 35,708
Amounts reclassified to earnings — — ( 7 ) —
Total ( 4,031 ) 8,496 ( 27,143 ) 35,708
Unrealized gains on derivatives (cash flow hedges)
Amounts reclassified to earnings ( 125 ) ( 221 ) ( 248 ) ( 439 )
Total ( 125 ) ( 221 ) ( 248 ) ( 439 )
Defined benefit pension and postretirement benefit plans
Gain arising during the period 2,299 — 2,299 —
Pension settlement gain reclassified to earnings ( 169 ) — ( 169 ) —
Amortization of actuarial net losses reclassified to earnings 12 88 23 176
Total 2,142 88 2,153 176
Total other comprehensive (loss) income ( 2,014 ) 8,363 ( 25,238 ) 35,445
Total comprehensive income $ 168,871 $ 141,530 $ 309,560 $ 274,670
See accompanying notes to consolidated financial statements.
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VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
For the Six Months Ended June 30, 2026
Common Stock Accumulated
Preferred Stock Shares Amount Surplus Retained
Earnings Other
Comprehensive
Loss Treasury
Stock Total
Shareholders’
Equity
(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 loss, net of tax — — — — — ( 23,224 ) — ( 23,224 )
Cash dividends declared:
Preferred stock, Series A, $ 0.49 per share
— — — — ( 2,242 ) — — ( 2,242 )
Preferred stock, Series B, $ 0.47 per share
— — — — ( 1,881 ) — — ( 1,881 )
Preferred stock, Series C, $ 0.52 per share
— — — — ( 3,094 ) — — ( 3,094 )
Common stock, $ 0.11 per share
— — — — ( 61,829 ) — — ( 61,829 )
Effect of stock incentive plan, net
— 1,699 — ( 13,110 ) ( 4,752 ) — 19,066 1,204
Common stock repurchased — ( 4,000 ) — — — — ( 52,102 ) ( 52,102 )
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 — — — — 170,885 — — 170,885
Other comprehensive loss, net of tax — — — — — ( 2,014 ) — ( 2,014 )
Cash dividends declared:
Preferred stock, Series A, $ 0.50 per share
— — — — ( 2,295 ) — — ( 2,295 )
Preferred stock, Series B, $ 0.48 per share
— — — — ( 1,927 ) — — ( 1,927 )
Preferred stock, Series C, $ 0.52 per share
— — — — ( 3,094 ) — — ( 3,094 )
Common stock, $ 0.11 per share
— — — — ( 61,673 ) — — ( 61,673 )
Effect of stock incentive plan, net — 252 — 7,033 ( 1,022 ) — 3,069 9,080
Common stock repurchased — ( 1,500 ) — — — — ( 20,261 ) ( 20,261 )
Balance - June 30, 2026
$ 354,345 553,069 $ 196,730 $ 5,458,768 $ 2,103,922 $ ( 99,617 ) $ ( 97,004 ) $ 7,917,144
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For the Six Months Ended June 30, 2025
Common Stock Accumulated
Preferred Stock Shares Amount Surplus Retained
Earnings Other
Comprehensive
Loss Treasury
Stock Total
Shareholders’
Equity
(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
Net income — — — — 106,058 — — 106,058
Other comprehensive income, net of tax — — — — — 27,082 — 27,082
Cash dividends declared:
Preferred stock, Series A, $ 0.39 per share
— — — — ( 1,797 ) — — ( 1,797 )
Preferred stock, Series B, $ 0.52 per share
— — — — ( 2,065 ) — — ( 2,065 )
Preferred stock, Series C, $ 0.52 per share
— — — — ( 3,094 ) — — ( 3,094 )
Common stock, $ 0.11 per share
— — — — ( 62,460 ) — — ( 62,460 )
Effect of stock incentive plan, net
— 1,492 522 2,686 — — — 3,208
Common stock repurchased — ( 250 ) — — — — ( 2,162 ) ( 2,162 )
Balance - March 31, 2025
$ 354,345 560,028 $ 196,520 $ 5,444,756 $ 1,634,690 $ ( 128,252 ) $ ( 2,162 ) $ 7,499,897
Net income — — — — 133,167 — — 133,167
Other comprehensive income, net of tax — — — — — 8,363 — 8,363
Cash dividends declared:
Preferred stock, Series A, $ 0.39 per share
— — — — ( 1,797 ) — — ( 1,797 )
Preferred stock, Series B, $ 0.51 per share
— — — — ( 2,057 ) — — ( 2,057 )
Preferred stock, Series C, $ 0.52 per share
— — — — ( 3,094 ) — — ( 3,094 )
Common stock, $ 0.11 per share
— — — — ( 62,466 ) — — ( 62,466 )
Effect of stock incentive plan, net — 504 86 6,787 ( 3,540 ) — 2,239 5,572
Common stock repurchased — ( 250 ) — — — — ( 2,164 ) ( 2,164 )
Balance - June 30, 2025
$ 354,345 560,282 $ 196,606 $ 5,451,543 $ 1,694,903 $ ( 119,889 ) $ ( 2,087 ) $ 7,575,421
See accompanying notes to consolidated financial statements.
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VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
Six Months Ended
June 30,
2026 2025
Cash flows from operating activities:
Net income $ 334,798 $ 239,225
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 17,838 19,922
Stock-based compensation 16,285 13,651
Provision for credit losses 50,420 100,460
Net accretion of discounts and amortization of premium on securities and borrowings ( 6,538 ) ( 3,618 )
Amortization of other intangible assets 13,187 15,446
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 78,724 90,628
Gains on sales of loans, net ( 4,832 ) ( 4,222 )
Originations of loans held for sale ( 73,560 ) ( 80,509 )
Gains on sales of assets, net 12 ( 187 )
Loss on extinguishment of debt — 922
Net change in:
Fair value of financial instruments hedged by derivative transactions 1,689 7,048
Trading debt securities ( 26,493 ) —
Lease right of use assets 14,989 ( 4,192 )
Cash surrender value of bank owned life insurance ( 11,403 ) ( 10,464 )
Accrued interest receivable ( 6,806 ) 1,663
Other assets ( 135,200 ) 151,240
Accrued expenses and other liabilities 110,056 ( 394,992 )
Net cash provided by operating activities 373,176 142,032
Cash flows from investing activities:
Loans originated and purchased, net of principal collected ( 2,375,514 ) ( 680,904 )
Equity securities:
Purchases ( 6,811 ) ( 6,938 )
Sales and capital returns 616 715
Held to maturity debt securities:
Purchases ( 434,016 ) ( 159,213 )
Maturities, calls and principal repayments 174,524 159,870
Available for sale debt securities:
Purchases ( 478,400 ) ( 682,591 )
Maturities, calls and principal repayments 358,649 209,332
Death benefit proceeds from bank owned life insurance 7,263 7,012
Proceeds from sales of real estate property and equipment 1,220 2,277
Proceeds from sales of loans not originated for sale 10,644 —
Purchases of real estate property and equipment ( 4,744 ) ( 6,154 )
Net cash used in investing activities $ ( 2,746,569 ) $ ( 1,156,594 )
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VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)
(in thousands)
Six Months Ended
June 30,
2026 2025
Cash flows from financing activities:
Net change in deposits $ 1,938,385 $ 647,933
Net change in short-term borrowings 342,009 89,526
Proceeds from issuance of long-term borrowings, net 594,084 210,000
Repayments of long-term borrowings ( 900,000 ) ( 488,000 )
Cash dividends paid to preferred shareholders ( 14,533 ) ( 13,903 )
Cash dividends paid to common shareholders ( 124,041 ) ( 125,248 )
Purchase of common shares related to stock compensation plan activity ( 10,171 ) ( 8,615 )
Purchase of common shares to treasury ( 71,896 ) ( 4,326 )
Common stock issued, net 3,705 3,744
Other, net ( 825 ) ( 257 )
Net cash provided by financing activities 1,756,717 310,854
Net change in cash and cash equivalents ( 616,676 ) ( 703,708 )
Cash and cash equivalents at beginning of year 1,583,565 1,890,125
Cash and cash equivalents at end of period $ 966,889 $ 1,186,417
Supplemental disclosures of cash flow information:
Cash payments for:
Interest on deposits and borrowings $ 673,890 $ 769,206
Federal and state income taxes 69,195 34,099
Supplemental schedule of non-cash investing activities:
Transfer of loans to other real estate owned, net $ 2,461 $ 832
Transfer of loans to loans held for sale, net — 10,200
Lease right of use assets obtained in exchange for operating lease liabilities 19,508 22,866
See accompanying notes to consolidated financial statements.
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VALLEY NATIONAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The unaudited consolidated financial state ments of Valley include the accounts of the Bank and all other entities in which Valley has a controlling financial interest. All intercompany transactions and balances have been eliminated. The accounting and reporting policies of Valley conform to GAAP and general practices within the financial services industry. In accordance with GAAP, Valley does not consolidate statutory trusts established for the sole purpose of issuing trust preferred securities and related trust common securities.
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 June 30, 2026 and for all periods presented have been made. The results of operations for the three and six months ended June 30, 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. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Valley’s Annual Report.
Significant Estimates. In preparing the unaudited consolidated financial statements in 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: the allowance for credit losses, the evaluation of goodwill and other intangible assets for impairment, and income taxes. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual amounts or results could differ significantly from those estimates. Current economic conditions increase uncertainty in these estimates, and actual results could differ materially. Future amounts and values may also differ materially from those estimates due to changes in values and circumstances after the balance sheet date.
Note 2. Earnings Per Common Share
The following table shows the calculation of both basic and diluted earnings per common share for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
(in thousands, except for share and per share data)
Net income available to common shareholders $ 163,569 $ 126,219 $ 320,265 $ 225,322
Basic weighted average number of common shares outstanding
553,740,562 560,336,610 554,753,527 559,976,939
Plus: Common stock equivalents 3,217,487 1,975,720 3,214,656 3,454,451
Diluted weighted average number of common shares outstanding
556,958,049 562,312,330 557,968,183 563,431,390
Earnings per common share:
Basic $ 0.30 $ 0.23 $ 0.58 $ 0.40
Diluted 0.29 0.22 0.57 0.40
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Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, as 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 for the periods presented and therefore are excluded from the diluted earnings per share calculation. Pote ntial anti-dilutive weighted common shares totaled approximately 226 thousand and 3.5 million for the three months ended June 30, 2026 and 2025, respectively, and 211 thousand and 798 thousand for the six months ended June 30, 2026 and 2025, respectively.
Note 3. Accumulated Other Comprehensive Loss
The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for th e three and six months ended June 30, 2026 and 2025:
Components of Accumulated Other Comprehensive Loss Total
Accumulated
Other
Comprehensive
Loss
Unrealized Gains
and Losses on
AFS Securities Unrealized Gains
and Losses on
Derivatives Defined Benefit
Pension and Postretirement Benefit Plans
(in thousands)
March 31, 2026 $ ( 87,665 ) $ 297 $ ( 10,235 ) $ ( 97,603 )
Other comprehensive (loss) gain before reclassification ( 4,031 ) — 2,299 ( 1,732 )
Amounts reclassified to earnings — ( 125 ) ( 157 ) ( 282 )
Other comprehensive (loss) income, net ( 4,031 ) ( 125 ) 2,142 ( 2,014 )
June 30, 2026 $ ( 91,696 ) $ 172 $ ( 8,093 ) $ ( 99,617 )
March 31, 2025 $ ( 106,686 ) $ 1,027 $ ( 22,593 ) $ ( 128,252 )
Other comprehensive income before reclassification 8,496 — — 8,496
Amounts reclassified to earnings — ( 221 ) 88 ( 133 )
Other comprehensive income (loss), net 8,496 ( 221 ) 88 8,363
June 30, 2025 $ ( 98,190 ) $ 806 $ ( 22,505 ) $ ( 119,889 )
Components of Accumulated Other Comprehensive Loss Total
Accumulated
Other
Comprehensive
Loss
Unrealized Gains
and Losses on
AFS Securities Unrealized Gains
and Losses on
Derivatives Defined Benefit
Pension and Postretirement Benefit Plans
(in thousands)
December 31, 2025 $ ( 64,553 ) $ 420 $ ( 10,246 ) $ ( 74,379 )
Other comprehensive (loss) gain before reclassification ( 27,136 ) — 2,299 ( 24,837 )
Amounts reclassified to earnings ( 7 ) ( 248 ) ( 146 ) ( 401 )
Other comprehensive (loss) income, net ( 27,143 ) ( 248 ) 2,153 ( 25,238 )
June 30, 2026 $ ( 91,696 ) $ 172 $ ( 8,093 ) $ ( 99,617 )
December 31, 2024 $ ( 133,898 ) $ 1,245 $ ( 22,681 ) $ ( 155,334 )
Other comprehensive income before reclassification 35,708 — — 35,708
Amounts reclassified to earnings — ( 439 ) 176 ( 263 )
Other comprehensive income (loss), net 35,708 ( 439 ) 176 35,445
June 30, 2025 $ ( 98,190 ) $ 806 $ ( 22,505 ) $ ( 119,889 )
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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 six months ended June 30, 2026 and 2025:
Amounts Reclassified from
Accumulated Other Comprehensive Loss
Three Months Ended
June 30, Six Months Ended
June 30,
Components of Accumulated Other Comprehensive Loss 2026 2025 2026 2025 Income Statement Line Item
(in thousands)
Unrealized gains on AFS securities before tax $ — $ — $ 10 $ — Gains (losses) on securities transactions, net
Tax effect — — ( 3 ) —
Total net of tax — — 7 —
Unrealized gains on derivatives (cash flow hedges) before tax 173 304 344 605 Interest and fees on loans
Tax effect ( 48 ) ( 83 ) ( 96 ) ( 166 )
Total net of tax 125 221 248 439
Defined benefit pension and postretirement benefit plans:
Pension settlement gain 234 — 234 — Other non-interest expense
Tax effect ( 65 ) — ( 65 ) —
Total net of tax 169 — 169 —
Amortization of actuarial net losses ( 16 ) ( 121 ) ( 31 ) ( 242 ) Other non-interest expense
Tax effect 4 33 8 66
Total net of tax ( 12 ) ( 88 ) ( 23 ) ( 176 )
Total reclassifications, net of tax $ 282 $ 133 $ 401 $ 263
Note 4. New Authoritative Accounting Guidance
ASU No. 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. ASU No. 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. ASU No. 2025-09 is currently not expected to have a significant impact on Valley’s consolidated financial statements.
ASU No. 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. 2025-08, 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 the 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). ASU No. 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. ASU No. 2025-08 is currently not expected to have a significant impact on Valley's consolidated financial statements.
ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” clarifies and modernizes the accounting for costs
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related to internal-use software. The new guidance clarifies the threshold entities apply to begin capitalizing costs and removes all references to project stages in ASC Subtopic 350-40. ASU No. 2025-06 is effective for all entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. The new guidance may be applied using a prospective, retrospective or modified transition approach with early adoption permitted. ASU No. 2025-06 is currently not expected to have a significant impact on Valley's consolidated financial statements.
ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU No. 2024-03 does not change the expense captions an entity presents on the face of the income statement. Subsequently issued ASU No. 2025-01 amended the effective date of ASU No. 2024-03 to require all public business entities to adopt the new guidance for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective application are permitted. The adoption of ASU No. 2024-03 is currently not expected to have a significant impact on Valley's consolidated financial statements and disclosures.
Note 5. Fair Value Measurement of Assets and Liabilities
ASC Topic 820, “Fair Value Measurement,” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
• Level 1 - Unadjusted exchange quoted prices in active markets for identical assets or liabilities, or identical liabilities traded as assets that the reporting entity has the ability to access at the measurement date.
• Level 2 - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly (i.e., quoted prices on similar assets) for substantially the full term of the asset or liability.
• Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis
The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at June 30, 2026 and December 31, 2025. 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).
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Fair Value Measurements at Reporting Date Using:
June 30,
2026 Quoted Prices
in Active Markets
for Identical
Assets (Level 1) Significant
Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Equity securities $ 23,186 $ 23,186 $ — $ —
Equity securities at net asset value (NAV)
9,239 — — —
Trading debt securities 26,493 26,493 — —
Available for sale debt securities:
U.S. Treasury securities 226,998 226,998 — —
U.S. government agency securities 38,699 — 38,699 —
Obligations of states and political subdivisions 197,354 — 197,354 —
Residential mortgage-backed securities 3,589,700 — 3,589,700 —
Corporate and other debt securities 239,397 — 239,397 —
Total available for sale debt securities 4,292,148 226,998 4,065,150 —
Loans held for sale (1)
4,940 — 4,940 —
Other assets (2)
265,370 — 265,370 —
Total assets $ 4,621,376 $ 276,677 $ 4,335,460 $ —
Liabilities
Other liabilities (2)
$ 264,214 $ — $ 264,214 $ —
Total liabilities $ 264,214 $ — $ 264,214 $ —
Non-recurring fair value measurements:
Collateral dependent loans (3)
$ 113,921 $ — $ — $ 113,921
Foreclosed assets 4,868 — — 4,868
Total $ 118,789 $ — $ — $ 118,789
14
Fair Value Measurements at Reporting Date Using:
December 31,
2025 Quoted Prices
in Active Markets
for Identical
Assets (Level 1) Significant
Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Equity securities $ 23,293 $ 23,293 $ — $ —
Equity securities at net asset value (NAV)
10,110 — — —
Available for sale debt securities:
U.S. Treasury securities 228,487 228,487 — —
U.S. government agency securities 39,944 — 39,944 —
Obligations of states and political subdivisions 193,380 — 193,380 —
Residential mortgage-backed securities 3,514,078 — 3,514,078 —
Corporate and other debt securities 226,329 — 226,329 —
Total available for sale debt securities 4,202,218 228,487 3,973,731 —
Loans held for sale (1)
8,212 — 8,212 —
Other assets (2)
182,673 — 182,673 —
Total assets $ 4,426,506 $ 251,780 $ 4,164,616 $ —
Liabilities
Other liabilities (2)
$ 184,162 $ — $ 184,162 $ —
Total liabilities $ 184,162 $ — $ 184,162 $ —
Non-recurring fair value measurements:
Collateral dependent loans (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 $ 4.9 million and $ 8.1 million at June 30, 2026 and December 31, 2025, respectively.
(2) Derivative financial instruments are included in this category.
(3) Net of specific reserve allocations reported within the allowance for loan losses totaling $ 90.5 million and $ 82.0 million at June 30, 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 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.
Equity securities . The equity securities consisted of two publicly traded mutual funds and CRA inves tments. These investments are reported at fair value utilizing Level 1 inputs.
Equity securities at NAV . Valley also has privately held CRA funds and investments in entities that develop new financial technologies, including limited liability companies and partnerships. These investments are at fair value measured at NAV using the most recently available financial information from the investee. Certain equity investments without readily determinable fair values 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.
15
Trading debt securities. Trading debt securities, consisting of U.S. Treasury securities, are reported at fair value utilizing Level 1 inputs.
Available for sale debt securities. U.S. Treasury securities are reported at fair value utilizing Level 1 inputs. The majority of other investment securities are reported at fair value utilizing Level 2 inputs. The prices for these instruments are obtained through an independent pricing service or dealer market participants with whom Valley has historically executed purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the data and assumptions used in pricing the securities by its third-party provider to ensure the highest level of significant inputs are derived from market observable data. In addition, Valley reviews the volume and level of activity for a ll AFS debt s ecurities and attempts to identify transactions which may not be orderly or reflective of a significant level of activity and volume.
Loans held for sale. Residential mortgage loans originated for sale are reported at fair value using Level 2 inputs. The fair values were calculated utilizing quoted prices for similar assets in active markets. The market prices represent a delivery price, which reflects the underlying price each institution would pay Valley for an immediate sale of an aggregate pool of mortgages. Non-performance risk did not materially impact the fair value of mortgage loans held for sale at June 30, 2026 and December 31, 2025 based on the short duration these assets were held and their credit quality.
Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The fair values of Valley’s derivatives are determined using third-party prices that are based on discounted cash flow analysis using observed market inputs, such as the SOFR curve at June 30, 2026 and December 31, 2025. 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 June 30, 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 incorporates 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 June 30, 2026 and December 31, 2025. See Note 12 for additional details on Valley's derivatives.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
The following valuation techniques were used for certain non-financial assets measured at fair value on a non-recurring basis, including collateral dependent loans reported at the fair value of the underlying collateral and foreclosed assets, which are reported at fair value upon initial recognition or subsequent impairment as described below.
Collateral dependent loans . Collateral dependent loans are loans where foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and substantially all the repayment is expected from the sale of collateral. Collateral dependent loans are reported at the fair value of the underlying collateral when the fair value is lower than the recorded investment in the loan. Collateral values are estimated using Level 3 inputs, consisting of individual third-party appraisals that may be adjusted based on certain discounting criteria. Certain real estate appraisals may be discounted based on specific market data by location and property type. At June 30, 2026, certain 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 amortized cost of $ 204.4 million (including taxi medallion loans totaling $ 42.5 million), were reduced by specific allowance for loan loss allocations totaling $ 90.5 million to a reported total net carrying amount of $ 113.9 million at June 30, 2026.
16
Foreclosed assets . Certain foreclosed assets (consisting of other real estate owned and other repossessed assets included in other assets), upon initial recognition and transfer from loans, are re-measured and reported at fair value using Level 3 inputs, consisting of a third-party appraisal less estimated cost to sell. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If further declines in the estimated fair value of an asset occur, the a sset is re-measured and reported at fair value through a write-down recorded in non-interest expense. Fair value re-measurements of foreclosed assets resulted in write-downs totaling $ 1.0 million for both the three and six months ended June 30, 2026 .
Other Fair Value Disclosures
ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.
The fair value estimates presented in the following table were based on pertinent market data and relevant information on the financial instruments available as of the valuation date. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire portfolio of financial instruments. Because no market exists for a portion of the financial instruments, fair value estimates may be based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For instance, Valley has certain fee-generating business lines (e.g., its mortgage servicing operations or Wealth Management reporting unit) that were not considered in these estimates since these activities are not financial instruments. In addition, the tax implications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.
17
The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at June 30, 2026 and December 31, 2025 were as follows:
Fair Value
Hierarchy June 30, 2026 December 31, 2025
Carrying
Amount Fair Value Carrying
Amount Fair Value
(in thousands)
Financial assets
Cash and due from banks Level 1 $ 388,741 $ 388,741 $ 315,166 $ 315,166
Interest bearing deposits with banks Level 1 578,148 578,148 1,268,399 1,268,399
Equity securities (1)
Level 3 56,116 56,116 49,371 49,371
Held to maturity debt securities:
U.S. government agency securities Level 2 290,828 248,786 292,269 253,062
Obligations of states and political subdivisions Level 2 380,713 357,745 353,875 333,834
Residential mortgage-backed securities Level 2 2,973,477 2,654,518 2,732,752 2,431,987
Trust preferred securities Level 2 36,115 31,720 36,103 30,689
Corporate and other debt securities Level 2 76,811 75,581 81,572 80,031
Total held to maturity debt securities (2)
3,757,944 3,368,350 3,496,571 3,129,603
Net loans (3)
Level 3 51,885,401 50,923,077 49,571,352 47,868,967
Accrued interest receivable Level 1 250,703 250,703 243,897 243,897
FRB and FHLB stock (4)
Level 2 336,645 336,645 339,484 339,484
Financial liabilities
Deposits without stated maturities Level 1 41,215,970 41,215,970 40,758,970 40,758,970
Deposits with stated maturities Level 2 12,902,637 12,896,051 11,424,123 11,465,247
Short-term borrowings Level 2 433,484 431,249 91,475 88,468
Long-term borrowings Level 2 2,607,222 2,547,300 2,908,579 2,916,674
Junior subordinated debentures issued to capital trusts
Level 2 57,977 50,174 57,803 53,050
Accrued interest payable (5)
Level 1 89,342 89,342 89,683 89,683
(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 six months ended June 30, 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 June 30, 2026 and $ 18.0 million at December 31, 2025, respectively.
(4) Included in other assets.
(5) Included in accrued expenses and other liabilities.
Note 6. Investment Securities
Equity Securities
Equity securities totaled $ 88.5 million and $ 82.8 million at June 30, 2026 and December 31, 2025, respectively. See Note 5 for further details on equity securities.
Trading Debt Securities
The fair value of trading debt securities totaled $ 26.5 million a t June 30, 2026. We had no investment securities classified as trading debt securities at December 31, 2025. Net trading gains are included in net gains and losses on securities transactions within non-interest income. Valley had immaterial net trading gains for both the six months ended June 30, 2026 and 2025.
18
Available for Sale Debt Securities
The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities at June 30, 2026 and December 31, 2025 were as follows:
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
(in thousands)
June 30, 2026
U.S. Treasury securities $ 251,614 $ — $ ( 24,616 ) $ 226,998
U.S. government agency securities 40,224 24 ( 1,549 ) 38,699
Obligations of states and political subdivisions:
Obligations of states and state agencies 43,331 — ( 681 ) 42,650
Municipal bonds 184,575 3 ( 29,874 ) 154,704
Total obligations of states and political subdivisions 227,906 3 ( 30,555 ) 197,354
Residential mortgage-backed securities 3,653,256 14,329 ( 77,885 ) 3,589,700
Corporate and other debt securities 244,585 2,036 ( 7,224 ) 239,397
Total $ 4,417,585 $ 16,392 $ ( 141,829 ) $ 4,292,148
December 31, 2025
U.S. Treasury securities $ 250,494 $ 226 $ ( 22,233 ) $ 228,487
U.S. government agency securities 41,026 35 ( 1,117 ) 39,944
Obligations of states and political subdivisions:
Obligations of states and state agencies 44,079 — ( 646 ) 43,433
Municipal bonds 181,883 1 ( 31,937 ) 149,947
Total obligations of states and political subdivisions 225,962 1 ( 32,583 ) 193,380
Residential mortgage-backed securities 3,541,284 36,238 ( 63,444 ) 3,514,078
Corporate and other debt securities 231,876 1,781 ( 7,328 ) 226,329
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 $ 18.9 million and $ 18.2 million at June 30, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
19
The age of unrealized losses and fair value of the related AFS debt securities at June 30, 2026 and December 31, 2025 were as follows:
Less than 12 Months More than 12 Months Total
Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
(in thousands)
June 30, 2026
U.S. Treasury securities $ 98,582 $ ( 1,445 ) $ 128,416 $ ( 23,171 ) $ 226,998 $ ( 24,616 )
U.S. government agency securities 17,848 ( 133 ) 19,717 ( 1,416 ) 37,565 ( 1,549 )
Obligations of states and political subdivisions:
Obligations of states and state agencies
— — 5,180 ( 681 ) 5,180 ( 681 )
Municipal bonds 1,685 ( 25 ) 144,755 ( 29,849 ) 146,440 ( 29,874 )
Total obligations of states and political subdivisions
1,685 ( 25 ) 149,935 ( 30,530 ) 151,620 ( 30,555 )
Residential mortgage-backed securities 1,344,626 ( 13,743 ) 468,565 ( 64,142 ) 1,813,191 ( 77,885 )
Corporate and other debt securities 45,218 ( 532 ) 122,893 ( 6,692 ) 168,111 ( 7,224 )
Total $ 1,507,959 $ ( 15,878 ) $ 889,526 $ ( 125,951 ) $ 2,397,485 $ ( 141,829 )
December 31, 2025
U.S. Treasury securities $ — $ — $ 128,232 $ ( 22,233 ) $ 128,232 $ ( 22,233 )
U.S. government agency securities — — 20,754 ( 1,117 ) 20,754 ( 1,117 )
Obligations of states and political subdivisions:
Obligations of states and state agencies
— — 5,453 ( 646 ) 5,453 ( 646 )
Municipal bonds — — 141,083 ( 31,937 ) 141,083 ( 31,937 )
Total obligations of states and political subdivisions
— — 146,536 ( 32,583 ) 146,536 ( 32,583 )
Residential mortgage-backed securities 118,263 ( 234 ) 650,985 ( 63,210 ) 769,248 ( 63,444 )
Corporate and other debt securities 12,741 ( 9 ) 132,307 ( 7,319 ) 145,048 ( 7,328 )
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 680 and 602 at June 30, 2026 and December 31, 2025, respectively.
As of June 30, 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 $ 1.0 billion.
20
Contractual Maturities
The contractual maturities of AFS debt securities at June 30, 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.
June 30, 2026
Amortized
Cost Fair
Value
(in thousands)
Due in one year $ 5,970 $ 5,941
Due after one year through five years 247,676 241,442
Due after five years through ten years 238,772 233,405
Due after ten years 271,911 221,660
Residential mortgage-backed securities 3,653,256 3,589,700
Total $ 4,417,585 $ 4,292,148
The weighted average remaining expected life for AFS residential mortgage-backed securities was 5.49 years at June 30, 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 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 June 30, 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 and six months ended June 30, 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 June 30, 2026 and December 31, 2025 . As a result, there was no allowance for credit losses f or AFS debt securities at June 30, 2026 and December 31, 2025.
21
Held to Maturity Debt Securities
The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at June 30, 2026 and December 31, 2025 were as follows:
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value Allowance for Credit Losses Net Carrying Value
(in thousands)
June 30, 2026
U.S. government agency securities $ 290,828 $ 24 $ ( 42,066 ) $ 248,786 $ — $ 290,828
Obligations of states and political subdivisions:
Obligations of states and state agencies 57,749 374 ( 3,438 ) 54,685 1 57,748
Municipal bonds 322,964 38 ( 19,942 ) 303,060 200 322,764
Total obligations of states and political subdivisions 380,713 412 ( 23,380 ) 357,745 201 380,512
Residential mortgage-backed securities 2,973,477 5,438 ( 324,397 ) 2,654,518 — 2,973,477
Trust preferred securities 36,115 — ( 4,395 ) 31,720 410 35,705
Corporate and other debt securities 76,811 4 ( 1,234 ) 75,581 133 76,678
Total $ 3,757,944 $ 5,878 $ ( 395,472 ) $ 3,368,350 $ 744 $ 3,757,200
December 31, 2025
U.S. government agency securities $ 292,269 $ 19 $ ( 39,226 ) $ 253,062 $ — $ 292,269
Obligations of states and political subdivisions:
Obligations of states and state agencies
60,801 504 ( 3,293 ) 58,012 2 60,799
Municipal bonds 293,074 43 ( 17,295 ) 275,822 134 292,940
Total obligations of states and political subdivisions 353,875 547 ( 20,588 ) 333,834 136 353,739
Residential mortgage-backed securities 2,732,752 11,050 ( 311,815 ) 2,431,987 — 2,732,752
Trust preferred securities 36,103 — ( 5,414 ) 30,689 425 35,678
Corporate and other debt securities 81,572 — ( 1,541 ) 80,031 173 81,399
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 $ 13.2 million and $ 12.3 million at June 30, 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).
22
The age of unrealized losses and fair value of related HTM debt securities at June 30, 2026 and December 31, 2025 were as follows:
Less than 12 Months More than 12 Months Total
Fair Value Unrealized
Losses Fair Value Unrealized
Losses Fair Value Unrealized
Losses
(in thousands)
June 30, 2026
U.S. government agency securities $ — $ — $ 232,530 $ ( 42,066 ) $ 232,530 $ ( 42,066 )
Obligations of states and political subdivisions:
Obligations of states and state agencies 9,178 ( 133 ) 30,021 ( 3,305 ) 39,199 ( 3,438 )
Municipal bonds 55,956 ( 5,944 ) 143,223 ( 13,998 ) 199,179 ( 19,942 )
Total obligations of states and political subdivisions
65,134 ( 6,077 ) 173,244 ( 17,303 ) 238,378 ( 23,380 )
Residential mortgage-backed securities
556,551 ( 6,848 ) 1,721,951 ( 317,549 ) 2,278,502 ( 324,397 )
Trust preferred securities — — 31,721 ( 4,395 ) 31,721 ( 4,395 )
Corporate and other debt securities — — 28,077 ( 1,234 ) 28,077 ( 1,234 )
Total $ 621,685 $ ( 12,925 ) $ 2,187,523 $ ( 382,547 ) $ 2,809,208 $ ( 395,472 )
December 31, 2025
U.S. government agency securities $ — $ — $ 235,027 $ ( 39,226 ) $ 235,027 $ ( 39,226 )
Obligations of states and political subdivisions:
Obligations of states and state agencies 8,974 ( 161 ) 32,537 ( 3,132 ) 41,511 ( 3,293 )
Municipal bonds 18,237 ( 1,777 ) 176,687 ( 15,518 ) 194,924 ( 17,295 )
Total obligations of states and political subdivisions
27,211 ( 1,938 ) 209,224 ( 18,650 ) 236,435 ( 20,588 )
Residential mortgage-backed securities
23,866 ( 152 ) 1,837,989 ( 311,663 ) 1,861,855 ( 311,815 )
Trust preferred securities — — 30,689 ( 5,414 ) 30,689 ( 5,414 )
Corporate and other debt securities
10,471 ( 29 ) 64,560 ( 1,512 ) 75,031 ( 1,541 )
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 672 and 667 at June 30, 2026 and December 31, 2025, respectively.
As of June 30, 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 $ 836.8 million.
Contractual Maturities
The contractual maturities of investments in HTM debt securities at June 30, 2026 are set forth in the table below. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Residential mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties.
23
June 30, 2026
Amortized
Cost Fair
Value
(in thousands)
Due in one year $ 63,671 $ 63,663
Due after one year through five years 62,696 61,800
Due after five years through ten years 171,687 163,482
Due after ten years 486,413 424,887
Residential mortgage-backed securities 2,973,477 2,654,518
Total $ 3,757,944 $ 3,368,350
The weighted average remaining expected life for HTM residential mortgage-backed securitie s was 8.85 years at June 30, 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 June 30, 2026 and December 31, 2025.
AAA/AA/A Rated BBB rated Non-rated Total
(in thousands)
June 30, 2026
U.S. government agency securities $ 290,828 $ — $ — $ 290,828
Obligations of states and political subdivisions:
Obligations of states and state agencies 44,905 — 12,844 57,749
Municipal bonds 230,942 — 92,022 322,964
Total obligations of states and political subdivisions 275,847 — 104,866 380,713
Residential mortgage-backed securities 2,973,477 — — 2,973,477
Trust preferred securities — — 36,115 36,115
Corporate and other debt securities — — 76,811 76,811
Total $ 3,540,152 $ — $ 217,792 $ 3,757,944
December 31, 2025
U.S. government agency securities $ 292,269 $ — $ — $ 292,269
Obligations of states and political subdivisions:
Obligations of states and state agencies 47,458 — 13,343 60,801
Municipal bonds 239,905 — 53,169 293,074
Total obligations of states and political subdivisions 287,363 — 66,512 353,875
Residential mortgage-backed securities 2,732,752 — — 2,732,752
Trust preferred securities — — 36,103 36,103
Corporate and other debt securities — 3,000 78,572 81,572
Total $ 3,312,384 $ 3,000 $ 181,187 $ 3,496,571
Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations. At June 30, 2026, most of the obligations of states and political subdivisions were rated investment grade and a portion of the “non-rated” category included municipal bonds secured by Ginnie Mae securities. Trust preferred securities consist of non-rated single-issuer securities issued by bank holding companies. Corporate bonds consist of debt primarily issued by banks.
24
Allowance for Credit Losses for Held to Maturity Debt Securities
Valley has 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: U.S. Treasury securities, U.S. government agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds. To measure the expected credit losses on HTM debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third party.
The following table details the activity in the allowance for credit losses for HTM securities for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
(in thousands)
Beginning balance $ 746 $ 633 $ 734 $ 647
(Credit) provision for credit losses ( 2 ) 4 10 ( 10 )
Ending balance $ 744 $ 637 $ 744 $ 637
There were no net charge-offs of HTM debt securities in the respective periods presented in the table above.
Note 7. Loans and Allowance for Credit Losses for Loans
The details of the loan portfolio as of June 30, 2026 and December 31, 2025 were as follows:
June 30, 2026 December 31, 2025
(in thousands)
Loans:
Commercial and industrial $ 11,961,242 $ 10,961,519
Commercial real estate:
Commercial real estate 27,873,726 26,772,749
Construction 2,475,109 2,471,233
Total commercial real estate loans 30,348,835 29,243,982
Residential mortgage 5,982,941 5,826,192
Consumer:
Home equity 728,623 687,680
Automobile 2,150,089 2,184,600
Other consumer 1,295,521 1,232,755
Total consumer loans 4,174,233 4,105,035
Total loans $ 52,467,251 $ 50,136,728
Total loans include net unearned discounts and deferred loan fees of $ 19.9 million and $ 17.4 million at June 30, 2026 and December 31, 2025, respectively.
Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 215.3 million and $ 209.5 million at June 30, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
25
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 six months ended June 30, 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 six months ended June 30, 2026. See Valley’s Annual Report for details regarding transfers and sales of loans for the year ended December 31, 2025.
Credit Risk Management
Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk appetite. Management reviews and approves these policies and procedures on a regular basis with subsequent approval by the Board annually. Credit authority relating to a significant dollar percentage of the overall portfolio is centralized and controlled by the Credit Risk Management Division and by the Credit Committee. Loan portfolio diversification is an important factor utilized by Valley to manage its risk across business sectors and through cyclical economic circumstances. Additionally, Valley does not accept crypto assets as loan collateral for any of its loan portfolio classes. See Valley’s Annual Report for further details.
Credit Quality
The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at June 30, 2026 and December 31, 2025:
Past Due and Non-Accrual Loans
30-59 Days
Past Due Loans 60-89 Days
Past Due Loans 90 Days or More
Past Due Loans Non-Accrual Loans
Total Past Due Loans
Current Loans
Total Loans Non-Accrual Loans Without Allowance for Loan Losses
(in thousands)
June 30, 2026
Commercial and industrial
$ 5,083 $ 2,748 $ 3,527 $ 147,731 $ 159,089 $ 11,802,153 $ 11,961,242 $ 16,428
Commercial real estate:
Commercial real estate
106,034 — 5,454 256,081 367,569 27,506,157 27,873,726 194,607
Construction 1,752 — — 9,139 10,891 2,464,218 2,475,109 —
Total commercial real estate loans 107,786 — 5,454 265,220 378,460 29,970,375 30,348,835 194,607
Residential mortgage 22,154 6,495 5,223 42,992 76,864 5,906,077 5,982,941 29,237
Consumer loans:
Home equity 1,379 97 — 6,460 7,936 720,687 728,623 2,622
Automobile 9,119 2,814 1,007 210 13,150 2,136,939 2,150,089 —
Other consumer 5,476 993 855 16 7,340 1,288,181 1,295,521 —
Total consumer loans 15,974 3,904 1,862 6,686 28,426 4,145,807 4,174,233 2,622
Total $ 150,997 $ 13,147 $ 16,066 $ 462,629 $ 642,839 $ 51,824,412 $ 52,467,251 $ 242,894
26
Past Due and Non-Accrual Loans
30-59
Days
Past Due Loans 60-89
Days
Past Due Loans 90 Days or More
Past Due Loans Non-Accrual Loans
Total Past Due Loans
Current Loans Total Loans Non-Accrual Loans Without Allowance for Loan Losses
(in thousands)
December 31, 2025
Commercial and industrial $ 11,177 $ 1,274 $ — $ 138,321 $ 150,772 $ 10,810,747 $ 10,961,519 $ 21,132
Commercial real estate:
Commercial real estate 72,810 — 212 236,221 309,243 26,463,506 26,772,749 177,372
Construction — — — 9,140 9,140 2,462,093 2,471,233 —
Total commercial real estate loans 72,810 — 212 245,361 318,383 28,925,599 29,243,982 177,372
Residential mortgage 21,615 10,181 3,300 44,424 79,520 5,746,672 5,826,192 28,320
Consumer loans:
Home equity 1,813 620 — 5,530 7,963 679,717 687,680 2,008
Automobile 10,827 1,328 611 279 13,045 2,171,555 2,184,600 —
Other consumer 1,780 3,321 459 23 5,583 1,227,172 1,232,755 —
Total consumer loans 14,420 5,269 1,070 5,832 26,591 4,078,444 4,105,035 2,008
Total $ 120,022 $ 16,724 $ 4,582 $ 433,938 $ 575,266 $ 49,561,462 $ 50,136,728 $ 228,832
Credit quality indicators. Valley utilizes an internal loan classification system as a means of reporting problem loans within commercial and industrial, commercial real estate, and construction loan portfolio classes. Under Valley’s internal risk rating system, loan relationships could be classified as “Pass,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss.” Substandard loans include loans that exhibit well-defined weakness and are characterized by the distinct possibility that Valley will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. Loans classified as Loss are those considered uncollectible with insignificant value and are charged-off immediately to the allowance for loan losses and, therefore, not presented in the table below. Loans that do not currently pose a sufficient risk to warrant classification in one of the aforementioned categories but pose weaknesses that deserve management’s close attention are deemed Special Mention. Pass rated loans do not currently pose any identified risk and can range from the highest to average quality, depending on the degree of potential risk. Risk ratings are updated any time the situation warrants.
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The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at June 30, 2026 and December 31, 2025, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2026 and for the year ended December 31, 2025:
Term Loans
Amortized Cost Basis by Origination Year
June 30, 2026 2026 2025 2024 2023 2022 Prior to 2022
Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total
(in thousands)
Commercial and industrial
Risk Rating:
Pass $ 983,702 $ 1,324,496 $ 1,066,910 $ 536,920 $ 486,773 $ 820,951 $ 6,051,460 $ 6,532 $ 11,277,744
Special Mention — 2,202 15,738 25,977 12,704 17,989 115,345 7,156 197,111
Substandard 3,503 9,068 41,456 31,125 57,415 79,516 190,335 26,987 439,405
Doubtful — — — 4,096 — 42,044 842 — 46,982
Total commercial and industrial $ 987,205 $ 1,335,766 $ 1,124,104 $ 598,118 $ 556,892 $ 960,500 $ 6,357,982 $ 40,675 $ 11,961,242
Commercial real estate
Risk Rating:
Pass $ 2,671,281 $ 3,202,290 $ 1,529,892 $ 2,313,592 $ 4,706,311 $ 10,069,598 $ 482,388 $ 9,526 $ 24,984,878
Special Mention 1,911 7,637 139,063 181,535 254,143 374,659 92,553 30,613 1,082,114
Substandard — 3,938 34,500 151,316 351,101 1,122,826 97,296 — 1,760,977
Doubtful — — — — — 45,757 — — 45,757
Total commercial real estate $ 2,673,192 $ 3,213,865 $ 1,703,455 $ 2,646,443 $ 5,311,555 $ 11,612,840 $ 672,237 $ 40,139 $ 27,873,726
Construction
Risk Rating:
Pass $ 339,346 $ 736,849 $ 350,644 $ 215,951 $ 208,217 $ 102,005 $ 331,133 $ — $ 2,284,145
Special Mention — 4,495 16,358 — 1,160 13,219 57,639 6,895 99,766
Substandard — — 389 — 39,857 10,178 7,783 32,991 91,198
Total construction $ 339,346 $ 741,344 $ 367,391 $ 215,951 $ 249,234 $ 125,402 $ 396,555 $ 39,886 $ 2,475,109
Gross loan charge-offs $ — $ 232 $ 1,820 $ 733 $ 567 $ 32,601 $ 4,857 $ — $ 40,810
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Term Loans
Amortized Cost Basis by Origination Year
December 31, 2025 2025 2024 2023 2022 2021 Prior to 2021
Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total
(in thousands)
Commercial and industrial
Risk Rating:
Pass $ 1,501,570 $ 1,333,581 $ 676,608 $ 511,649 $ 343,565 $ 500,972 $ 5,438,418 $ 8,600 $ 10,314,963
Special Mention 1,475 13,426 4,767 18,941 10,050 13,064 151,511 6,964 220,198
Substandard 3,071 4,735 26,196 60,885 3,327 78,607 172,627 23,988 373,436
Doubtful — — 4,717 — — 46,631 1,574 — 52,922
Total commercial and industrial $ 1,506,116 $ 1,351,742 $ 712,288 $ 591,475 $ 356,942 $ 639,274 $ 5,764,130 $ 39,552 $ 10,961,519
Commercial real estate
Risk Rating:
Pass $ 3,179,469 $ 1,802,585 $ 2,501,008 $ 4,926,062 $ 3,406,631 $ 7,387,804 $ 576,394 $ 20,952 $ 23,800,905
Special Mention 4,617 90,876 218,532 154,578 112,038 305,609 116,595 30,943 1,033,788
Substandard — 98,560 175,780 312,117 365,371 818,034 125,261 — 1,895,123
Doubtful — — 3,060 — 29,133 10,740 — — 42,933
Total commercial real estate $ 3,184,086 $ 1,992,021 $ 2,898,380 $ 5,392,757 $ 3,913,173 $ 8,522,187 $ 818,250 $ 51,895 $ 26,772,749
Construction
Risk Rating:
Pass $ 712,797 $ 494,598 $ 215,960 $ 266,072 $ 50,397 $ 50,442 $ 368,005 $ 17,474 $ 2,175,745
Special Mention 4,261 31,142 9,329 2,859 28,205 — 78,494 6,973 161,263
Substandard — 390 — 39,077 1,638 8,535 51,620 32,965 134,225
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
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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 June 30, 2026 and December 31, 2025, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2026 and for the year ended December 31, 2025:
Term Loans
Amortized Cost Basis by Origination Year
June 30, 2026 2026 2025 2024 2023 2022 Prior to 2022
Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total
(in thousands)
Residential mortgage
Performing $ 406,564 $ 598,212 $ 353,938 $ 360,693 $ 1,178,351 $ 2,986,001 $ 77,029 $ 7 $ 5,960,795
90 days or more past due — 515 4,816 1,986 1,331 12,817 — 681 22,146
Total residential mortgage $ 406,564 $ 598,727 $ 358,754 $ 362,679 $ 1,179,682 $ 2,998,818 $ 77,029 $ 688 $ 5,982,941
Consumer loans
Home equity
Performing $ 11,863 $ 22,202 $ 15,802 $ 21,014 $ 30,915 $ 57,169 $ 560,780 $ 6,259 $ 726,004
90 days or more past due — — 244 324 1,089 710 15 237 2,619
Total home equity 11,863 22,202 16,046 21,338 32,004 57,879 560,795 6,496 728,623
Automobile
Performing $ 426,951 $ 863,060 $ 473,798 $ 168,441 $ 149,041 $ 67,450 $ — $ — $ 2,148,741
90 days or more past due 61 660 229 153 115 130 — — 1,348
Total automobile 427,012 863,720 474,027 168,594 149,156 67,580 — — 2,150,089
Other consumer
Performing $ 2,344 $ 3,551 $ 8,973 $ 15,385 $ 11,063 $ 72,522 $ 1,169,259 $ 11,783 $ 1,294,880
90 days or more past due 5 15 6 — 42 18 491 64 641
Total other consumer 2,349 3,566 8,979 15,385 11,105 72,540 1,169,750 11,847 1,295,521
Total consumer $ 441,224 $ 889,488 $ 499,052 $ 205,317 $ 192,265 $ 197,999 $ 1,730,545 $ 18,343 $ 4,174,233
Gross loan charge-offs $ 26 $ 1,300 $ 997 $ 575 $ 346 $ 3,336 $ — $ 37 $ 6,617
30
Term Loans
Amortized Cost Basis by Origination Year
December 31, 2025 2025 2024 2023 2022 2021 Prior to 2021
Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total
(in thousands)
Residential mortgage
Performing $ 604,433 $ 373,656 $ 384,909 $ 1,222,224 $ 1,339,378 $ 1,792,530 $ 83,562 $ — $ 5,800,692
90 days or more past due — 3,829 1,053 1,956 4,435 13,546 — 681 25,500
Total residential mortgage $ 604,433 $ 377,485 $ 385,962 $ 1,224,180 $ 1,343,813 $ 1,806,076 $ 83,562 $ 681 $ 5,826,192
Consumer loans
Home equity
Performing $ 23,659 $ 18,041 $ 23,970 $ 33,368 $ 9,142 $ 51,005 $ 518,208 $ 7,566 $ 684,959
90 days or more past due — 98 498 1,004 — 558 — 563 2,721
Total home equity 23,659 18,139 24,468 34,372 9,142 51,563 518,208 8,129 687,680
Automobile
Performing $ 1,036,932 $ 594,866 $ 219,316 $ 209,781 $ 98,805 $ 24,078 $ — $ — $ 2,183,778
90 days or more past due 170 184 137 85 79 167 — — 822
Total automobile 1,037,102 595,050 219,453 209,866 98,884 24,245 — — 2,184,600
Other consumer
Performing $ 5,327 $ 10,098 $ 17,242 $ 12,441 $ 4,563 $ 62,516 $ 1,100,473 $ 19,962 $ 1,232,622
90 days or more past due — — 5 2 — 17 — 109 133
Total other consumer 5,327 10,098 17,247 12,443 4,563 62,533 1,100,473 20,071 1,232,755
Total consumer $ 1,066,088 $ 623,287 $ 261,168 $ 256,681 $ 112,589 $ 138,341 $ 1,618,681 $ 28,200 $ 4,105,035
Gross loan charge-offs $ 760 $ 2,181 $ 1,163 $ 1,041 $ 466 $ 2,727 $ — $ 625 $ 8,963
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Loan modifications to borrowers experiencing financial difficulty. From time to time, Valley may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers who may be experiencing financial difficulties.
The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at June 30, 2026 that were modified during the three and six months ended June 30, 2026 and 2025, disaggregated by class of financing receivable and type of modification.
Interest rate reduction Term Extension Term extension and interest rate reduction Term Extension and Principal Forgiveness Other than Insignificant Payment Delay Total % of Total Loan Class
($ in thousands)
Three Months Ended
June 30, 2026
Commercial and industrial $ — $ 20,704 $ 7,394 $ — $ — $ 28,098 0.23 %
Commercial real estate 74 7,713 — — 108,184 115,971 0.42
Residential mortgage — — — — 80 80 —
Total $ 74 $ 28,417 $ 7,394 $ — $ 108,264 $ 144,149 0.27 %
Three Months Ended
June 30, 2025
Commercial and industrial $ — $ 8,306 $ — $ — $ — $ 8,306 0.08 %
Commercial real estate — 3,020 4,008 — — 7,028 0.03
Total $ — $ 11,326 $ 4,008 $ — $ — $ 15,334 0.03 %
Six Months Ended
June 30, 2026
Commercial and industrial $ — $ 72,798 $ 7,394 $ — $ 17,737 $ 97,929 0.82 %
Commercial real estate 74 7,713 — — 108,639 116,426 0.42
Residential mortgage — 1,115 — — 502 1,617 0.03
Home equity — — — — 25 25 —
Total $ 74 $ 81,626 $ 7,394 $ — $ 126,903 $ 215,997 0.41 %
Six Months Ended
June 30, 2025
Commercial and industrial $ — $ 10,304 $ — $ — $ 5,610 $ 15,914 0.15 %
Commercial real estate — 10,413 4,008 20,760 396 35,577 0.14
Total $ — $ 20,717 $ 4,008 $ 20,760 $ 6,006 $ 51,491 0.10 %
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The following table describes the types of modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2026 and 2025:
Weighted Average Interest Rate Reduction Weighted Average Term Extension (in months) Principal Forgiveness (in thousands) Weighted Average Payment Deferral (in months)
Three Months Ended
June 30, 2026
Commercial and industrial 4.75 % 11 $ — —
Commercial real estate 2.50 13 — 8
Residential mortgage — — — 12
Three Months Ended
June 30, 2025
Commercial and industrial — % 18 $ — —
Commercial real estate 5.50 3 — —
Six Months Ended
June 30, 2026
Commercial and industrial 4.75 % 43 $ — 10
Commercial real estate 2.50 13 — 8
Residential mortgage — 60 — 9
Home equity — — — 6
Six Months Ended
June 30, 2025
Commercial and industrial — % 17 $ — 6
Commercial real estate 5.50 26 17,500 * 6
* 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.
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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 June 30, 2026 and 2025.
Current 30-89 Days Past Due 90 Days or More Past Due Total
June 30, 2026 (in thousands)
Commercial and industrial $ 135,968 * $ — $ — $ 135,968
Commercial real estate 133,996 * — 5,454 139,450
Residential mortgage 2,528 * 906 — 3,434
Home equity 26 — — 26
Total $ 272,518 $ 906 $ 5,454 $ 278,878
June 30, 2025
Commercial and industrial $ 75,699 * $ — $ — $ 75,699
Commercial real estate 250,109 * — — 250,109
Residential mortgage 1,187 * — 95 * 1,282
Home equity 40 — — 40
Total $ 327,035 $ — $ 95 $ 327,130
* Includes non-accrual loans.
The following table provides the amortized cost basis of loans to borrowers experiencing financial difficulty that had a payment default during the six months ended June 30, 2026 and were modified in the 12 months before the default. There were no payment defaults of such loans during the six months ended June 30, 2025.
Term Extension
Six Months Ended June 30, 2026
Commercial real estate $ 5,454
Total $ 5,454
Loans in process of foreclosure. OREO balance totaled $ 4.1 million and $ 4.5 million at June 30, 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 $ 3.0 million and $ 3.4 million at June 30, 2026 and December 31, 2025, respectively.
Collateral dependent loans. Loans are collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. When Valley determines that repayment or satisfaction of the loan depends on the sale of the collateral, the collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process.
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The following table presents collateral dependent loans by class as of June 30, 2026 and December 31, 2025:
June 30,
2026 December 31,
2025
(in thousands)
Collateral dependent loans:
Commercial and industrial * $ 164,930 $ 159,594
Commercial real estate 250,548 225,982
Residential mortgage 29,483 28,569
Home equity 2,622 2,008
Total $ 447,583 $ 416,153
* Includes non-accrual loans collateralized by taxi medallions totaling $ 42.5 million and $ 47.1 million at June 30, 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 June 30, 2026 and December 31, 2025:
June 30,
2026 December 31,
2025
(in thousands)
Components of allowance for credit losses for loans:
Allowance for loan losses $ 590,600 $ 583,400
Allowance for unfunded credit commitments 16,320 12,700
Total allowance for credit losses for loans $ 606,920 $ 596,100
The following table summarizes the provision for credit losses for loans for the periods indicated:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
(in thousands)
Components of provision for credit losses for loans:
Provision for loan losses $ 28,146 $ 39,129 $ 46,790 $ 100,428
Provision (credit) for unfunded credit commitments 1,020 ( 1,334 ) 3,620 42
Total provision for credit losses for loans $ 29,166 $ 37,795 $ 50,410 $ 100,470
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The following table details the activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2026 and 2025:
Commercial
and Industrial Commercial
Real Estate Residential
Mortgage Consumer Total
(in thousands)
Three Months Ended
June 30, 2026
Allowance for loan losses:
Beginning balance $ 186,143 $ 324,793 $ 51,700 $ 21,864 $ 584,500
Loans charged-off ( 9,838 ) ( 14,434 ) — ( 3,354 ) ( 27,626 )
Charged-off loans recovered 1,669 2,790 41 1,080 5,580
Net (charge-offs) recoveries ( 8,169 ) ( 11,644 ) 41 ( 2,274 ) ( 22,046 )
Provision (credit) for loan losses 20,936 5,919 ( 2,836 ) 4,127 28,146
Ending balance $ 198,910 $ 319,068 $ 48,905 $ 23,717 $ 590,600
Three Months Ended
June 30, 2025
Allowance for loan losses:
Beginning balance $ 184,700 $ 321,662 $ 48,906 $ 22,932 $ 578,200
Loans charged-off ( 25,189 ) ( 14,623 ) ( 46 ) ( 2,213 ) ( 42,071 )
Charged-off loans recovered 2,789 643 37 773 4,242
Net charge-offs ( 22,400 ) ( 13,980 ) ( 9 ) ( 1,440 ) ( 37,829 )
Provision (credit) for loan losses 11,115 27,297 ( 67 ) 784 39,129
Ending balance $ 173,415 $ 334,979 $ 48,830 $ 22,276 $ 579,500
Six Months Ended
June 30, 2026
Allowance for loan losses:
Beginning balance $ 180,865 $ 327,426 $ 53,529 $ 21,580 $ 583,400
Loans charged-off ( 12,620 ) ( 28,190 ) — ( 6,617 ) ( 47,427 )
Charged-off loans recovered 3,067 3,137 124 1,509 7,837
Net (charge-offs) recoveries ( 9,553 ) ( 25,053 ) 124 ( 5,108 ) ( 39,590 )
Provision (credit) for loan losses 27,598 16,695 ( 4,748 ) 7,245 46,790
Ending balance $ 198,910 $ 319,068 $ 48,905 $ 23,717 $ 590,600
Six Months Ended
June 30, 2025
Allowance for loan losses:
Beginning balance $ 173,002 $ 304,148 $ 58,895 $ 22,805 $ 558,850
Loans charged-off ( 53,645 ) ( 28,046 ) ( 46 ) ( 4,353 ) ( 86,090 )
Charged-off loans recovered 3,599 892 205 1,616 6,312
Net (charge-offs) recoveries ( 50,046 ) ( 27,154 ) 159 ( 2,737 ) ( 79,778 )
Provision (credit) for loan losses 50,459 57,985 ( 10,224 ) 2,208 100,428
Ending balance $ 173,415 $ 334,979 $ 48,830 $ 22,276 $ 579,500
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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 June 30, 2026 and December 31, 2025.
Commercial and Industrial Commercial
Real Estate Residential
Mortgage Consumer Total
(in thousands)
June 30, 2026
Allowance for loan losses:
Individually evaluated for credit losses $ 79,405 $ 11,116 $ 20 $ — $ 90,541
Collectively evaluated for credit losses 119,505 307,952 48,885 23,717 500,059
Total $ 198,910 $ 319,068 $ 48,905 $ 23,717 $ 590,600
Loans:
Individually evaluated for credit losses $ 164,930 $ 250,548 $ 29,483 $ 2,622 $ 447,583
Collectively evaluated for credit losses 11,796,312 30,098,287 5,953,458 4,171,611 52,019,668
Total $ 11,961,242 $ 30,348,835 $ 5,982,941 $ 4,174,233 $ 52,467,251
December 31, 2025
Allowance for loan losses:
Individually evaluated for credit losses $ 71,188 $ 10,777 $ 22 $ — $ 81,987
Collectively evaluated for credit losses 109,677 316,649 53,507 21,580 501,413
Total $ 180,865 $ 327,426 $ 53,529 $ 21,580 $ 583,400
Loans:
Individually evaluated for credit losses $ 159,594 $ 225,982 $ 28,569 $ 2,008 $ 416,153
Collectively evaluated for credit losses 10,801,925 29,018,000 5,797,623 4,103,027 49,720,575
Total $ 10,961,519 $ 29,243,982 $ 5,826,192 $ 4,105,035 $ 50,136,728
Note 8. Goodwill and Other Intangible Assets
The carrying amounts of goodwill allocated to Valley's reporting units at both June 30, 2026 and December 31, 2025, were as follows:
Reporting Unit *
Wealth
Management Consumer
Banking Commercial
Banking Total
(in thousands)
$ 78,142 $ 349,646 $ 1,441,148 $ 1,868,936
* The Wealth Management and Consumer Banking reporting units are both components of the overall Consumer Banking operating segment, which is further described in Note 15 .
During the second quarter 2026, Valley performed the annual goodwill impairment test at its normal assessment date, which resulted in no impairment of goodwill. During the six months ended June 30, 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 and six months ended June 30, 2026 and 2025.
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The following table summarizes other intangible assets as of June 30, 2026 and December 31, 2025:
Gross
Intangible
Assets Accumulated
Amortization Net
Intangible
Assets
(in thousands)
June 30, 2026
Loan servicing rights $ 130,114 $ ( 110,636 ) $ 19,478
Core deposits 205,870 ( 158,297 ) 47,573
Other 50,393 ( 28,245 ) 22,148
Total other intangible assets $ 386,377 $ ( 297,178 ) $ 89,199
December 31, 2025
Loan servicing rights $ 128,603 $ ( 108,833 ) $ 19,770
Core deposits 215,620 ( 159,128 ) 56,492
Other 50,393 ( 25,780 ) 24,613
Total other intangible assets $ 394,616 $ ( 293,741 ) $ 100,875
Loan servicing rights are accounted for using the amortization method. Under this method, Valley amortizes the loan servicing assets over the period of the economic life of the assets arising from estimated net servicing revenues. On a quarterly basis, Valley stratifies its loan servicing rights into groupings based on risk characteristics and assesses each group for impairment based on fair value. Impairment charges on loan servicing rights are recognized in earnings when the book value of a stratified group of loan servicing rights exceeds its estimated fair value. There was no impairment of loan servicing rights recognized during the three and six months ended June 30, 2026 and 2025.
Core deposits are amortized using an accelerated method over a period of 10.0 years.
The line item labeled “Other” included in the table above primarily consists of customer lists, certain financial asset servicing contracts and covenants not to compete, which are amortized over their expected lives generally using a straight-line method and have a weighted average amortization period of approximately 13.6 years.
Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists. There was no impairment of core deposits and other intangibles recognized during the three and six months ended June 30, 2026 and 2025.
The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2026 through 2030:
Year Loan Servicing
Rights Core
Deposits Other
(in thousands)
2026 $ 1,277 $ 8,304 $ 2,340
2027 2,348 13,544 4,205
2028 2,079 10,117 3,633
2029 1,837 7,500 3,081
2030 1,621 4,914 2,584
Valley recognized amortization expense on other intangible assets totaling approximately $ 6.3 million and $ 7.4 million for the three months ended June 30, 2026 and 2025, respectively, and $ 13.2 million and $ 15.4 million for the six months ended June 30, 2026 and 2025, respectively.
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Note 9. Deposits
The scheduled maturities of time deposits as of June 30, 2026 were as follows:
Year Amount
(in thousands)
2026 $ 7,008,022
2027 4,946,836
2028 825,486
2029 86,912
2030 12,890
Thereafter 22,491
Total time deposits $ 12,902,637
Note 10. Borrowed Funds
Short-Term Borrowings
Short-term borrowings at June 30, 2026 and December 31, 2025 consisted of the following:
June 30, 2026 December 31, 2025
(in thousands)
FHLB advances $ 375,000 $ —
Securities sold under agreements to repurchase 58,484 91,475
Total short-term borrowings $ 433,484 $ 91,475
The weighted average interest rate for short-term FHLB advances was 3.94 percent at June 30, 2026.
Long-Term Borrowings
Long-term borrowings at June 30, 2026 and December 31, 2025 consisted of the following:
June 30, 2026 December 31, 2025
(in thousands)
FHLB advances $ 1,963,604 $ 2,463,604
Subordinated debt, net *
643,618 444,975
Total long-term borrowings $ 2,607,222 $ 2,908,579
* Subordinated debt is reported net of debt issuance costs at both June 30, 2026 and December 31, 2025 and fair value hedging adjustment at December 31, 2025.
FHLB advances. Long-term FHLB advances had a weighted average interest rate of 4.31 percent and 4.42 percent at June 30, 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.
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The long-term FHLB advances at June 30, 2026 are scheduled for contractual balance repayments as follows:
Year Amount
(in thousands)
2026 $ 1,804
2027 1,066,800
2028 645,000
2029 250,000
Total long-term FHLB advances $ 1,963,604
The FHLB advances reported in the table above are not callable for early redemption.
Subordinated debt. On May 14, 2026, Valley issued $ 500 million of 6.219 percent fixed-to-floating rate subordinated notes due June 1, 2036. Interest on the subordinated notes during the initial five-year term through June 1, 2031, is payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2026. Thereafter, interest will be set based on three-month term SOFR plus 243 basis points and paid quarterly through maturity of the notes. At June 30, 2026, the subordinated notes had a carrying value of $ 494.2 million, net of $ 5.8 million of unamortized debt issuance costs.
On June 15, 2026, Valley executed the full early redemption of its $ 300 million of 3.00 percent fixed-to-floating rate subordinated notes originally due June 15, 2031. The notes were redeemed at their par value with no gain or loss recognized on this transaction. Concurrently, an interest rate swap associated with the fixed interest rate period of the $ 300.0 million subordinated notes expired on the redemption date. See Note 12 for further details.
There were no other new issuances or maturities, calls or principal repayments of subordinated debt during the six months ended June 30, 2026.
See Note 9 in Valley’s Annual Report for additional information on Valley's $ 150 million of 6.25 percent fixed-to-floating rate subordinated notes issued on September 20, 2022 and due September 30, 2032 that also remained outstanding at June 30, 2026.
Note 11. Stock–Based Compensation
Valley maintains an incentive compensation plan to provide long-term incentives to officers, employees and non-employee directors whose contributions are essential to the continued growth and success of Valley. Under the plan, Valley may issue awards in amounts up to 14.5 million shares, subject to certain adjustments. As of June 30, 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. Performance-based RSUs vest based on (i) growth in tangible book value per share plus dividends and (ii) total shareholder return as compared to our peer group. The performance-based RSUs “cliff” vest after three years based on the cumulative performance of Valley during that time period. Generally, time-based RSUs vest ratably in one-third increments each year over a three-year vesting period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common shares) over the applicable performance or service period. Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date or forfeited if the applicable performance or service conditions are not met.
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The table below summarizes RSU awards granted and average grant date fair values for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Award shares granted:
Performance-based RSUs — 92,801 649,187 741,409
Time-based RSUs 183,248 571,060 2,723,797 3,076,997
Average grant date fair value per share:
Performance-based RSUs $ — $ 9.87 $ 14.46 $ 10.91
Time-based RSUs $ 13.21 $ 8.90 $ 13.32 $ 9.76
Stock award fair values are expensed over the shorter of the vesting or required service period. Valley recorded total stock-based compensation expense of $ 8.6 million and $ 6.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 16.3 million and $ 13.7 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $ 61.5 million. This expense will be recognized over an average remaining vesting period of approximately 2.0 years. See Note 11 in Valley’s Annual Report for additional information on the stock-based compensation awards.
Note 12. Derivative Instruments and Hedging Activities
Valley enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest and currency rates.
Cash Flow Hedges of Interest Rate Risk. Valley’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, Valley has used interest rate swaps, from time to time, as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed rate amounts from a counterparty, respectively.
Fair Value Hedges of Fixed Rate Assets and Liabilities. Valley is exposed to changes in the fair value of certain fixed rate assets and liabilities due to changes in interest rates and uses interest rate swaps to manage the exposure to changes in fair value. For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings.
During the second quarter 2026, Valley entered into four interest rate swap agreements with a combined notional value of $ 204.3 million to hedge the fair value of certain fixed rate brokered time deposits. Valley will receive fixed rate amounts ranging from 3.73 percent to 3.93 percent, in exchange for variable rate payments based on the Floating SOFR Overnight Indexed Swap compound rate. The swaps have expiration dates ranging from December 2026 through August 2028.
During the second quarter 2026, 6 of 11 forward-starting interest rate swap agreements executed in 2024, with a combined notional value of $ 269.5 million, expired. The remaining five swap agreements executed in 2024 have a combined notional value of $ 210.8 million and expiration dates ranging from April 2027 to June 2027. Additionally, an interest rate swap agreement with a notional amount of $ 300 million to hedge the change in the fair value of Valley's 3.00 percent fixed-to-floating rate subordinated notes expired on June 15, 2026. See Note 14 to Valley's Annual Report for additional information regarding Valley's fair value hedges.
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Subsequent Fair Value Hedge Transactions
In July 2026, Valley entered into five interest rate swap agreements with a combined notional value of $ 239.0 million to hedge the fair value of certain fixed rate brokered time deposits. Valley will receive fixed rate amounts ranging from 3.93 percent to 4.16 percent, in exchange for variable rate payments based on the Floating SOFR Overnight Indexed Swap compound rate. The swaps have expiration dates ranging from February 2027 through December 2027.
Non-designated Hedges. Derivatives not designated as hedges may be used to manage Valley’s exposure to interest rate movements or to provide a service to customers but do not meet the requirements for hedge accounting under GAAP. Derivatives not designated as hedges are not entered into for speculative purposes. Valley executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Valley executes with a third party, such that Valley minimizes its net risk exposure resulting from such transactions. As these interest rate swaps do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.
Valley sometimes enters into risk participation agreements with external lenders where the banks share the risk of default on the interest rate swaps on participated loans. Valley either pays or receives a fee depending on the type of participation. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value of credit derivatives are recognized directly in earnings. At June 30, 2026, Valley had 91 credit swaps with an aggregate notional amount of $ 972.1 million related to risk participation agreements.
At June 30, 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 foreign currency forward and option contracts primarily to accommodate customers. These derivatives 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 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 $ 471.9 million within Valley's $ 2.2 billion automobile loan portfolio at June 30, 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 totaling $ 881 thousand and $ 1.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 1.6 million and $ 3.8 million for the six months ended June 30, 2026 and 2025, respectively, was recorded within other expense reported in non-interest expense.
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Amounts included in the consolidated statements of financial condition related to the fair value of Valley’s derivative financial instruments were as follows:
June 30, 2026 December 31, 2025
Fair Value Fair Value
Other Assets Other Liabilities Notional Amount Other Assets Other Liabilities Notional Amount
(in thousands)
Derivatives designated as hedging instruments:
Fair value hedge interest rate swaps $ 932 $ 263 $ 415,088 $ 1,319 $ 4,088 $ 780,322
Derivatives not designated as hedging instruments:
Interest rate swaps and other contracts *
$ 238,836 $ 238,692 $ 19,540,317 $ 162,191 $ 161,911 $ 18,685,777
Foreign currency derivatives 25,575 25,082 3,133,435 19,140 18,031 2,343,733
Mortgage banking derivatives 27 125 28,350 23 78 25,718
Credit default swap — 52 471,914 — 54 653,459
Total derivatives not designated as hedging instruments $ 264,438 $ 263,951 $ 23,174,016 $ 181,354 $ 180,074 $ 21,708,687
Total derivative financial instruments $ 265,370 $ 264,214 $ 23,589,104 $ 182,673 $ 184,162 $ 22,489,009
* Other derivative contracts include risk participation agreements.
Gains included in the consolidated statements of income and other comprehensive loss, on a pre-tax basis, related to previously terminated interest rate derivatives designated as hedges of cash flows were as follows:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
(in thousands)
Amount of gain reclassified from accumulated other comprehensive loss to interest income $ 173 $ 304 $ 344 $ 605
The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $ 172 thousand and $ 420 thousand at June 30, 2026 and December 31, 2025, respectively. The entire after-tax gain of $ 172 thousand will be reclassified from accumulated other comprehensive loss to interest income during the remainder of 2026.
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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
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
(in thousands)
Derivative - interest rate swaps:
Interest expense $ 541 $ 2,155 764 6,724
Hedged items - loans, time deposits and subordinated debt:
Interest income $ — $ ( 161 ) $ — $ ( 322 )
Interest expense ( 731 ) ( 2,194 ) ( 919 ) ( 6,726 )
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 June 30, 2026 and December 31, 2025.
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)
June 30, 2026
Time deposits $ 415,244 $ 173
December 31, 2025
Time deposits $ 483,348 $ 3,044
Long-term borrowings * 295,842 ( 3,790 )
* Net carrying amount includes unamortized debt issuance costs of $ 368 thousand at December 31, 2025.
The net (losses) gains included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
(in thousands)
Non-designated hedge interest rate swaps and credit derivatives
Other non-interest expense $ ( 102 ) $ ( 1,930 ) $ 795 $ ( 4,989 )
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 $ 8.3 million for the three months ended June 30, 2026 and 2025, respectively, and $ 19.2 million and $ 14.0 million for the six months ended June 30, 2026 and 2025, respectively.
Collateral Requirements and Credit Risk Related Contingent Features . By using derivati ves, Valley is exposed to credit risk if counterparties to the derivative contracts do not perform as expected. Management attempts to minimize counterparty credit risk through credit approvals, limits, monitoring procedures and obtaining collateral where appropriate. Credit risk exposure associated with derivative contracts is managed at Valley in conjunction with Valley’s consolidated counterparty risk management process. Valley’s counterparties and the risk limits monitored by management are periodically reviewed and approved by the Board.
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Valley has agreements with its derivative counterparties providing that if Valley defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Valley could also be declared in default on its derivative counterparty agreements. Additionally, Valley has an agreement with several of its derivative counterparties that contains provisions that require Valley’s debt to maintain an investment grade credit rating from each of the major credit rating agencies from which it receives a credit rating. If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparties could terminate the derivative positions, and Valley would be required to settle its obligations under the agreements. As of June 30, 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 June 30, 2026. Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties.
Note 13. Balance Sheet Offsetting
Some financial instruments, including certain OTC derivatives (mostly interest rate swaps), may be eligible for offset in the consolidated statements of financial condition and/or subject to master netting arrangements or similar agreements. OTC derivatives include interest rate swaps executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house (presented in the table below). The credit risk associated with bilateral OTC derivatives is managed through obtaining collateral and enforceable master netting agreements.
Valley is party to master netting arrangements with its financial institution counterparties; however, Valley does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable investment securities, is posted by or received from the counterparty with net liability or asset positions, respectively, in accordance with contract thresholds. Master repurchase agreements, which include “right of set-off” provisions, generally have a legally enforceable right to offset recognized amounts. In such cases, the collateral would be used 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 June 30, 2026 and December 31, 2025.
Gross Amounts Not Offset
Gross Amounts
Recognized Gross Amounts
Offset Net Amounts
Presented Financial
Instruments Cash
Collateral * Net
Amount
(in thousands)
June 30, 2026
Assets
Interest rate swaps and other contracts $ 239,768 $ — $ 239,768 $ — $ ( 189,890 ) $ 49,878
Liabilities
Interest rate swaps and other contracts $ 238,955 $ — $ 238,955 $ — $ ( 145 ) $ 238,810
December 31, 2025
Assets
Interest rate swaps and other contracts $ 163,510 $ — $ 163,510 $ — $ ( 152,030 ) $ 11,480
Liabilities
Interest rate swaps and other contracts $ 165,999 $ — $ 165,999 $ — $ ( 44,844 ) $ 121,155
* Cash collateral received from or pledged to our counterparties in relation to market value exposures of OTC derivative contracts in an asset/liability position.
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Note 14. Tax Credit Investments
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. Valley’s investments in these entities generate a return primarily through the realization of federal income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction of income tax expense.
Valley’s tax credit investments are carried in other assets on the consolidated statements of financial condition. 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 and other tax credit investments at June 30, 2026 and December 31, 2025:
June 30,
2026 December 31,
2025
(in thousands)
Other assets:
Affordable housing tax credit investments, net $ 26,812 $ 28,665
Other tax credit investments, net 515,528 471,961
Total tax credit investments, net $ 542,340 $ 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 six months ended June 30, 2026 and 2025:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
(in thousands)
Components of income tax expense:
Affordable housing tax credits and other tax benefits $ 1,644 $ 2,151 $ 3,360 $ 3,376
Other tax credit investment credits and tax benefits 18,058 10,120 35,642 21,009
Total reduction in income tax expense $ 19,702 $ 12,271 $ 39,002 $ 24,385
Amortization of tax credit investments:
Affordable housing tax credit investment losses $ 996 $ 1,050 $ 2,255 $ 1,750
Affordable housing tax credit investment impairment losses 171 374 339 739
Other tax credit investment losses 4,333 3,622 6,547 4,394
Other tax credit investment impairment losses 10,657 4,088 23,030 11,571
Total amortization of tax credit investments recorded in non-interest expense $ 16,157 $ 9,134 $ 32,171 $ 18,454
Note 15. Operating Segments
Valley manages its business operations under operating segments consisting of Consumer Banking and Commercial Banking . Activities not assigned to the operating segments are included in Treasury and Corporate Other.
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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 six months ended June 30, 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. The weighted average life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles. Consumer Banking also includes the Wealth Management and Insurance Services Division, comprised of asset management advisory, brokerage, trust, personal and title insurance, tax credit advisory services, and international and domestic private banking businesses.
The Commercial Banking segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as adjustable and fixed rate owner occupied and commercial real estate loans. Due to the portfolio’s interest rate characteristics, Commercial Banking is Valley’s operating segment that is most sensitive to movements in market interest rates.
Treasury and Corporate Other largely consists of the Treasury managed HTM debt securities and AFS debt securities portfolios mainly utilized in the liquidity management needs of our lending segments and income and expense items resulting from support functions not directly attributable to a specific segment. Interest income is generated through investments in various types of securities (mainly comprised of fixed rate securities) and interest bearing deposits with other banks (primarily the Federal Reserve Bank of New York). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are allocated from Treasury and Corporate Other to operating segments. Other non-interest income items and general expenses are allocated from Treasury and Corporate Other to each operating segment utilizing a methodology that involves an allocation of operating and funding costs based on each segment's respective mix of average interest earning assets outstanding for the period, number of deposits, or direct allocation to the segments based on the nature of income and expense. U nallocated items included in Treasury and Corporate Other consist of net gains and losses on AFS and HTM securities transactions, amortization of tax credit investments, as well as other non-core items, such as corporate restructuring charges and loss on extinguishment of debt.
The accounting for each operating segment and Treasury and Corporate Other includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under GAAP. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to any other financial institution. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.
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The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, 2026
Consumer
Banking Commercial
Banking Treasury and Corporate Other Total
($ in thousands)
Average interest earning assets
$ 11,449,774 $ 40,434,399 $ 9,173,189 $ 61,057,362
Interest income $ 138,739 $ 595,979 $ 94,657 $ 829,375
Interest expense 64,199 226,717 51,435 342,351
Net interest income 74,540 369,262 43,222 487,024
Provision (credit) for credit losses 1,291 27,875 ( 2 ) 29,164
Net interest income after provision for credit losses 73,249 341,387 43,224 457,860
Non-interest income 34,409 33,572 5,730 73,711
Non-interest expense
Salary and employee benefits expense 33,216 101,271 15,945 150,432
Net occupancy expense 5,178 17,952 4,049 27,179
Technology, furniture and equipment expense 6,884 22,055 4,308 33,247
FDIC insurance assessment 2,581 9,110 — 11,691
Professional and legal fees 5,791 19,616 4,126 29,533
Other segment items * 22,274 14,993 21,774 59,041
Total non-interest expense 75,924 184,997 50,202 311,123
Income (loss) before income taxes $ 31,734 $ 189,962 $ ( 1,248 ) $ 220,448
Return on average interest earning assets (pre-tax)
1.11 % 1.88 % ( 0.05 ) % 1.44 %
Net interest margin 2.61 % 3.66 % 1.89 % 3.19 %
Three Months Ended June 30, 2025
Consumer
Banking Commercial
Banking Treasury and Corporate Other Total
($ in thousands)
Average interest earning assets
$ 10,428,625 $ 38,604,012 $ 8,520,987 $ 57,553,624
Interest income $ 130,616 $ 588,422 $ 85,974 $ 805,012
Interest expense 68,915 248,524 55,165 372,604
Net interest income 61,701 339,898 30,809 432,408
Provision for credit losses 717 37,078 4 37,799
Net interest income after provision for credit losses 60,984 302,820 30,805 394,609
Non-interest income 32,192 24,999 5,413 62,604
Non-interest expense
Salary and employee benefits expense 32,294 99,173 13,955 145,422
Net occupancy expense 4,772 16,960 3,751 25,483
Technology, furniture and equipment expense 6,266 20,469 3,932 30,667
FDIC insurance assessment 2,650 9,542 — 12,192
Professional and legal fees 3,344 14,191 2,435 19,970
Loss on extinguishment of debt — — 922 922
Other segment items * 12,021 17,337 20,108 49,466
Total non-interest expense 61,347 177,672 45,103 284,122
Income (loss) before income taxes $ 31,829 $ 150,147 $ ( 8,885 ) $ 173,091
Return on average interest earning assets (pre-tax)
1.22 % 1.56 % ( 0.42 ) % 1.20 %
Net interest margin 2.37 % 3.52 % 1.45 % 3.01 %
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Six Months Ended June 30, 2026
Consumer
Banking Commercial
Banking Treasury and Corporate Other Total
($ in thousands)
Average interest earning assets
$ 11,358,861 $ 39,720,389 $ 9,312,571 $ 60,391,821
Interest income $ 274,302 $ 1,167,802 $ 189,995 $ 1,632,099
Interest expense 126,685 443,002 103,863 673,550
Net interest income 147,617 724,800 86,132 958,549
Provision for credit losses 2,497 47,913 10 50,420
Net interest income after provision for credit losses 145,120 676,887 86,122 908,129
Non-interest income 65,602 64,795 12,150 142,547
Non-interest expense
Salary and employee benefits expense 65,925 204,100 36,122 306,147
Net occupancy expense 10,371 35,660 8,330 54,361
Technology, furniture and equipment expense 13,677 42,793 8,655 65,125
FDIC insurance assessment 4,929 17,238 — 22,167
Professional and legal fees 10,373 35,713 8,589 54,675
Other segment items * 36,261 37,287 45,026 118,574
Total non-interest expense 141,536 372,791 106,722 621,049
Income (loss) before income taxes $ 69,186 $ 368,891 $ ( 8,450 ) $ 429,627
Return on average interest earning assets (pre-tax)
1.22 % 1.86 % ( 0.18 ) % 1.42 %
Net interest margin 2.60 % 3.65 % 1.85 % 3.17 %
Six Months Ended June 30, 2025
Consumer
Banking Commercial
Banking Treasury and Corporate Other Total
($ in thousands)
Average interest earning assets
$ 10,428,621 $ 38,416,202 $ 8,379,663 $ 57,224,486
Interest income $ 253,079 $ 1,168,318 $ 168,367 $ 1,589,764
Interest expense 134,357 494,934 107,960 737,251
Net interest income 118,722 673,384 60,407 852,513
(Credit) provision for credit losses ( 8,016 ) 108,486 ( 10 ) 100,460
Net interest income after provision for credit losses 126,738 564,898 60,417 752,053
Non-interest income 66,546 44,001 10,351 120,898
Non-interest expense
Salary and employee benefits expense 64,268 202,163 21,609 288,040
Net occupancy expense 9,477 34,417 7,477 51,371
Technology, furniture and equipment expense 12,503 40,322 7,738 60,563
FDIC insurance assessment 5,350 19,709 — 25,059
Professional and legal fees 6,243 25,134 4,263 35,640
Loss on extinguishment of debt — — 922 922
Other segment items * 26,307 32,780 40,058 99,145
Total non-interest expense 124,148 354,525 82,067 560,740
Income (loss) before income taxes $ 69,136 $ 254,374 $ ( 11,299 ) $ 312,211
Return on average interest earning assets (pre-tax)
1.33 % 1.32 % ( 0.27 ) % 1.09 %
Net interest margin 2.27 % 3.50 % 1.44 % 2.98 %
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* Other segment items include amortization of intangible assets, amortization of tax credit investments and other general operating expenses.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.