VALLEY NATIONAL BANCORP 10-Q

Item 2. Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations The following MD&A should be read in conjunction with the consolidated financial statements and notes thereto appearing in Part I, Item 1 of this report. The MD&A contains supplemental financial information, described in the sections that follow, which has been determined by methods other than GAAP that management uses in its analysis of our performance. Management believes these non-GAAP financial measures provide information useful to investors in understanding our underlying operational performance, our business and performance trends and facilitate comparisons with the performance of others in the financial services industry. These non-GAAP financial measures should not be considered in isolation or as a substitute for or superior to financial measures calculated in accordance with GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies. Cautionary Statement Concerning Forward-Looking Statements The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about our business, new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “intend,” “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “would,” “could,” “typically,” “usually,” “anticipate,” “may,” “estimate,” “outlook,” “project” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to: • the impact of monetary and fiscal policies of the U.S. federal government and its agencies, including in connection with prolonged inflationary pressures, as well as the impact of the 2024 U.S presidential election, which could have a material adverse effect on our clients, as well as our business, our employees, and our ability to provide services to our customers; • the impact of unfavorable macroeconomic conditions or downturns, including an actual or threatened U.S. government shutdown, debt default or rating downgrade, instability or volatility in financial markets, unanticipated loan delinquencies, loss of collateral, decreased service revenues, increased business disruptions or failures, reductions in employment, and other potential negative effects on our business, employees or clients caused by factors outside of our control, such as geopolitical instabilities or events (including the 49 Israel-Hamas war); natural and other disasters (including severe weather events); health emergencies; acts of terrorism; or other external events; • the impact of potential instability within the U.S. financial sector in the aftermath of the banking failures in 2023 and continued volatility thereafter, including the possibility of a run on deposits by a coordinated deposit base, and the impact of the actual or perceived soundness, or concerns about the creditworthiness of other financial institutions, including any resulting disruption within the financial markets, increased expenses, including FDIC insurance assessments, or adverse impact on our stock price, deposits or our ability to borrow or raise capital; • the impact of negative public opinion regarding Valley or banks in general that damages our reputation and adversely impacts business and revenues; • changes in the statutes, regulations, policy, or enforcement priorities of the federal bank regulatory agencies; • the loss of or decrease in lower-cost funding sources within our deposit base; • damage verdicts or settlements or restrictions related to existing or potential class action litigation or individual litigation arising from claims of violations of laws or regulations, contractual claims, breach of fiduciary responsibility, negligence, fraud, environmental laws, patent, trademark or other intellectual property infringement, misappropriation or other violation, employment related claims, and other matters; • a prolonged downturn and contraction in the economy, as well as an unexpected decline in commercial real estate values collateralizing a significant portion of our loan portfolio; • higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations, and case law; • the inability to grow customer deposits to keep pace with loan growth; • a material change in our allowance for credit losses under CECL due to forecasted economic conditions and/or unexpected credit deterioration in our loan and investment portfolios; • the need to supplement debt or equity capital to maintain or exceed internal capital thresholds; • changes in our business, strategy, market conditions or other factors that may negatively impact the estimated fair value of our goodwill and other intangible assets and result in future impairment charges; • greater than expected technology related costs due to, among other factors, prolonged or failed implementations, additional project staffing and obsolescence caused by continuous and rapid market innovations; • cyberattacks, ransomware attacks, computer viruses, malware or other cybersecurity incidents that may breach the security of our websites or other systems or networks to obtain unauthorized access to personal, confidential, proprietary or sensitive information, destroy data, disable or degrade service, or sabotage our systems or networks; • results of examinations by the OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, reimburse customers, change the way we do business, or limit or eliminate certain other banking activities; • application of the OCC heightened regulatory standards for certain large insured national banks, and the expenses we will incur to develop policies, programs, and systems that comply with the enhanced standards applicable to us; • our inability or determination not to pay dividends at current levels, or at all, because of inadequate earnings, regulatory restrictions or limitations, changes in our capital requirements, or a decision to increase capital by retaining more earnings; • unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather, pandemics or other public health crises, acts of terrorism or other external events; • our ability to successfully execute our business plan and strategic initiatives; and • unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors. 50 A detailed discussion of factors that could affect our results is included in our SEC filings, including Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2023. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Critical Accounting Estimates Valley’s accounting policies are fundamental to understanding management’s discussion and analysis of its financial condition and results of operations. In preparing the consolidated financial statements, management has made estimates, judgments and assumptions in accordance with these policies 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. At June 30, 2024, we identified our policies on the allowance for credit losses, goodwill and other intangible assets, and income taxes to be critical accounting policies because management has to make subjective and/or complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. Management has reviewed the application of these policies and estimates with the Audit Committee of Valley’s Board. Our critical accounting policies and estimates are described in detail in Part II, Item 7 in Valley’s Annual Report, and there have been no material changes in such policies and estimates since the date of Valley’s Annual Report. New Authoritative Accounting Guidance See Note 4 to the consolidated financial statements for a description of new authoritative accounting guidance, including the dates of adoption and effects on results of operations and financial condition. Executive Summary Company Overview. At June 30, 2024, Valley had consolidated total assets of approximately $62.1 billion, total net loans of $49.8 billion, total deposits of $50.1 billion and total shareholders’ equity of $6.7 billion. Valley operates many convenient branch office locations and commercial banking offices in northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, Westchester County, New York, Florida, California, Alabama and Illinois. Of our current 230 branch network, 55 percent, 18 percent, and 18 percent of the branches are located in New Jersey, New York and Florida, respectively, with the remaining 9 percent of the branches in Alabama, California, and Illinois combined. Financial Condition. The combination of an inverted yield curve, a high level of competition and Federal Reserve monetary actions driven by prolonged inflationary pressures, among other factors, continued to weigh on the banking industry during the second quarter 2024. In the face of these challenges, we have positioned our balance sheet to best mitigate these negative factors, while continuing to focus on longer term earnings performance. The following items are key highlights at June 30, 2024. • Total assets increased to $62.1 billion at June 30, 2024 from $61.0 billion at March 31, 2024. Our liquid assets totaled $3.4 billion at June 30, 2024, representing 6.1 percent of interest earning assets as compared with $2.7 billion , or 4.8 percent of interest earning assets at March 31, 2024 . We continue to maintain significant access to readily available, diverse funding sources to fulfill both short-term and long-term funding needs. See the “Bank Liquidity” section for additional information. • Total deposits increased $1.0 billion to $50.1 billion at June 30, 2024 as compared to $49.1 billion at March 31, 2024 mainly due to higher indirect customer CD balances. See the “Deposits and Other Borrowings” section for more details. 51 • Total loans increased $389.7 million, or 3.1 percent on an annualized basis, to $50.3 billion at June 30, 2024 from March 31, 2024 mainly as a result of our focus on new commercial and industrial loan production during the second quarter 2024. Strong indirect automobile loan originations from our dealer network, as well as modest organic commercial real estate loan volumes also contributed to the growth in total loans during the second quarter 2024. Loans held for sale decreased $41.9 million to $19.9 million at June 30, 2024 from March 31, 2024 mostly due to the previously disclosed sale of $34.1 million of construction loans at par during April 2024. See further details on our loan activities under the “Loan Portfolio” section below. • While non-accrual loans and net loan charge-offs increased during the second quarter 2024 mainly due to two commercial loan relationships, overall asset quality remained generally stable across the loan portfolio and continued to reflect our disciplined underwriting and lending practices. Non-performing assets (NPAs) as a percentage of total loans and NPAs increased to 0.62 percent at June 30, 2024 as compared to 0.58 percent at March 31, 2024. Total net loan charge-offs to average loans was 0.29 percent for the second quarter 2024 as compared with 0.19 percent for the first quarter 2024. See the “Non-Performing Assets” section for additional information. • Total investment securities increased $704.6 million to $5.9 billion, or 9.6 percent of total assets, at June 30, 2024 as compared to March 31, 2024 mainly due to purchases of residential mortgage backed securities largely issued by Ginnie Mae that were classified as available for sale. See the “Investment Securities Portfolio” section for more details. • Total shareholders' equity increased $10.6 million to $6.7 billion at June 30, 2024 as compared to March 31, 2024. Regulatory capital remained strong with ratios of both Valley and the Bank exceeding all capital adequacy requirements at June 30, 2024. During June 2024, we completed a synthetic credit risk transfer transaction, consisting of a credit default swap, related to approximately $1.5 billion of our $1.8 billion automobile loan portfolio at June 30, 2024. While we retained the auto loans on-balance sheet and the transaction had no impact to our allowance for loan losses, the new credit protection significantly reduced the risk-weighted assets associated with these loans for regulatory capital purposes. As a result, Valley’s total risk-based capital, common equity Tier 1 capital and Tier 1 capital ratios benefited by approximately 20 basis points at June 30, 2024. Subsequent Event. On August 5, 2024, Valley issued 6.0 million shares of its 8.250 percent Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, with a liquidation preference of $25 per share. Net proceeds to Valley after deducting underwriting discounts, commissions and offering expenses were $144.7 million. See Note 1 to the consolidated financial statements and the "Capital Adequacy" section below for more details. Quarterly Results. Net income for the second quarter 2024 was $70.4 million, or $0.13 per diluted common share, as compared to $139.1 million, or $0.27 per diluted common share, for the second quarter 2023. The $68.6 million decrease in quarterly net income as compared to the same quarter one year ago was mainly due to the following changes: • a $76.0 million increase in our provision for credit losses mainly due to higher quantitative reserves allocated to commercial real estate loans, commercial and industrial loan growth, and additional specific reserves and charge-offs associated with the revaluation of collateral dependent commercial loans at June 30, 2024; • an $18.1 million decrease in net interest income as higher yields on both new loan originations and adjustable-rate loans were more than offset by an increase in the cost of deposits; and • an $8.9 million decrease in non-interest income that was primarily driven by a decrease in swap fees related to commercial loan transactions (within capital market fees) and lower other income, partially offset by an increase in bank owned life insurance income. 52 Which were partially offset by: • a $28.9 million decrease in income tax expense mostly due to lower pre-tax income in the second quarter 2024 and a higher level of investment in tax credits as compared to one year ago; and • a $5.5 million decrease in non-interest expense largely due to $10.8 million decline in restructuring charges within salary and employee benefits expense, partially offset by higher FDIC assessment fees. See the “Net Interest Income,” “Non-Interest Income,” “Non-Interest Expense” and “Income Taxes” sections below for more details on the impact of the items above and other infrequent non-core items impacting our second quarter 2024 results. U.S. Economic Conditions. D uring the second quarter 2024, real gross GDP increased at an annual rate of 2.8 percent as compared to an increase of 1.4 percent during the first quarter 2024. The increase was driven by personal consumption, government spending and nonresidential fixed investment. Alternatively, residential fixed investment and net exports declined. In addition, most measures of inflation continued to reflect a moderation in price pressures during the quarter. Inflation rate declined to 3.0 percent in the second quarter 2024 as compared to 3.5 percent for the first quarter 2024 . In June 2024, the Federal Reserve noted that economic activity was solid, job gains remained strong, and that inflation, while it remains elevated, has continued to decelerate at a modest pace. As a result, the Federal Reserve decided to maintain the target range for the federal funds rate between 5.25 and 5.50 percent. Additionally, the Federal Reserve released its updated summary of economic projections which indicated that the median participant’s expectation for the federal funds rate by the end of 2024 was 5.1 percent. However, a softer than expected job report in July 2024 has increased market participant expectations for potential rate cuts by the Federal Reserve, including at their next committee meeting in September 2024. The 10-year U.S. Treasury note yield ended the second quarter 2024 at 4.36 percent, or 16 basis points higher as compared to the first quarter 2024 , and the 2-year U.S. Treasury note yield ended the second quarter 2024 at 4.71 percent, or 12 basis points higher as compared to the first quarter 2024. For all commercial banks in the U.S., total loans and leases grew 0.6 percent from March 31, 2024 to June 30, 2024. Commercial and industrial lending increased 1.3 percent while commercial real estate lending declined 0.3 percent during the same period. For the second quarter of 2024, banks reported some easing to underwriting standards for most commercial loan products which may support loan growth in future months. However, banks continued to report that demand for both commercial and industrial and commercial real estate loans remained weak. Although Federal Reserve efforts to combat inflation are showing modest progress, several factors, including, but not limited to new and proposed bank regulatory actions, the inverted yield curve, potential weakening of the labor market, elevated inflation and interest rates, the upcoming U.S. presidential election and geopolitical conflicts have added a higher level of uncertainty to the future path of the U.S. economy and created a challenging bank operating environment. Should these conditions persist or further deteriorate, they may adversely impact our banking clients and our financial results, as highlighted in this MD&A. Deposits and Other Borrowings Total average deposits increased by $807.2 million to $49.4 billion for the second quarter 2024 as compared to the first quarter 2024 due to increases of $766.8 million and $40.4 million in average interest bearing and non-interest bearing deposits, respectively. Average time deposits balances increased $712.0 million primarily due to our increased use of indirect customer (i.e., brokered) CDs as a funding source in the second quarter 2024. Average non-interest-bearing deposits; savings, NOW and money market deposits; and time deposits represented 53 approximately 23 percent, 50 percent and 27 percent of total deposits f or the second quarter 2024, respectively as compared to 23 percent, 51 percent and 26 percent of total deposits for the first quarter 2024 , respectively. Actual ending balances for deposits increased $1.0 billion to $50.1 billion at June 30, 2024 from March 31, 2024 mainly due to an increase of $1.5 billion in time deposits, partially offset by a decrease of $349.8 million in savings, NOW and money market deposits and a decrease of $155.6 million in non-interest bearing deposits. The increase in time deposits was mainly due to a $1.7 billion increase in indirect customer CDs. Non-interest bearing deposit and savings, NOW and money market deposit balances declined at June 30, 2024 from March 31, 2024 partly due to period-end fluctuations within certain direct commercial customer deposit accounts. During the second quarter 2024, management entered into fair value swap transactions with a combined notional value of approximately $400 million that will effectively convert a portion of its fixed rate indirect CD portfolio to variable interest rates starting in the first quarter 2025 (See Note 12 to the consolidated financial statements for more details). Non-interest bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 22 percent, 49 percent and 29 percent of total deposits as of June 30, 2024, respectively, as compared to 23 percent, 51 percent and 26 percent of total deposits as of March 31, 2024, respectively. The following table lists, by maturity, uninsured CDs at June 30, 2024: June 30, 2024 (in thousands) Less than three months $ 677,697 Three to six months 518,046 Six to twelve months 712,456 More than twelve months 191,387 Total $ 2,099,586 Total estimated uninsured deposits, excluding collateralized government deposits and intercompany deposits (i.e., deposits eliminated in consolidation), totaled approximately $11.0 billion, or 22 percent of total deposits, at June 30, 2024 as compared to $11.5 billion, or 24 percent of total deposits, at March 31, 2024. While we maintained a diversified commercial and consumer deposit base at June 30, 2024, deposit gathering initiatives and our current deposit base could remain challenged due to market competition, attractive investment alternatives, such as U.S. Treasury securities, and other factors. As a result, we cannot guarantee that we will be able to maintain deposit levels at or near those reported at June 30, 2024. Management continuously monitors liquidity and all available funding sources including non-deposit borrowings discussed below. See the “Liquidity and Cash Requirements” section of this MD&A for additional information. 54 The following table presents average short-term and long-term borrowings for the periods indicated : Three Months Ended Six Months Ended June 30, 2024 March 31, 2024 June 30, 2023 June 30, 2024 June 30, 2023 (in thousands) Average short-term borrowings: FHLB advances $ 29,396 $ 1,470,879 $ 3,656,593 $ 750,137 $ 3,088,445 Securities sold under repurchase agreements 63,710 67,000 99,327 65,355 99,436 Federal funds purchased 4,396 — 122,537 2,198 156,188 Total $ 97,502 $ 1,537,879 $ 3,878,457 $ 817,690 $ 3,344,069 Average long-term borrowings: FHLB advances $ 2,624,937 $ 1,930,702 $ 1,523,500 $ 2,277,819 $ 1,201,068 Subordinated debt 637,019 638,008 759,334 637,514 757,165 Junior subordinated debentures issued to capital trusts 57,239 57,152 56,893 57,196 56,848 Total $ 3,319,195 $ 2,625,862 $ 2,339,727 $ 2,972,529 $ 2,015,081 Average short-term borrowings decreased $1.4 billion during the second quarter 2024 as compared to the first quarter 2024 mostly due to a shift from short-term FHLB advances to indirect customer time deposits in our average mix of funding sources. Average long-term borrowings (including junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition) increased $693.3 million as compared to the first quarter 2024 mainly due to new FHLB advances totaling $1.0 billion issued in early March 2024. The new long-term FHLB borrowings have a weighted average rate of 4.54 percent and a weighted average remaining contractual term of 3.3 years at June 30, 2024. Actual ending balances for short-term borrowings decreased $11.5 million to $63.8 million at June 30, 2024 as compared to March 31, 2024 mainly due to a moderate decline in securities sold under repurchase agreements. Long-term borrowings totaled $3.3 billion at June 30, 2024 and also remained relatively unchanged as compared to March 31, 2024. Non-GAAP Financial Measures The table below presents selected performance indicators, their comparative non-GAAP measures and the (non-GAAP) efficiency ratio for the periods indicated. Valley believes that the non-GAAP financial measures provide useful supplemental information to both management and investors in understanding Valley's underlying operational performance, business, and performance trends, and may facilitate comparisons of our current and prior performance with the performance of others in the financial services industry. Management utilizes these measures for internal planning, forecasting and analysis purposes. Management believes that Valley’s presentation and discussion of this supplemental information, together with the accompanying reconciliations to the GAAP financial measures, also allows investors to view performance in a manner similar to management. These non-GAAP financial measures should not be considered in isolation, as a substitute for or superior to financial measures calculated in accordance with GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies. 55 The following table presents our annualized performance ratios : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Selected Performance Indicators ($ in thousands) GAAP measures: Net income, as reported $ 70,424 $ 139,060 $ 166,704 $ 285,611 Return on average assets 0.46 % 0.90 % 0.54 % 0.94 % Return on average shareholders’ equity 4.17 8.50 4.95 8.80 Non-GAAP measures: Net income, as adjusted $ 71,643 $ 147,081 $ 171,091 $ 301,611 Return on average assets, as adjusted 0.47 % 0.95 % 0.56 % 0.99 % Return on average shareholders' equity, as adjusted 4.24 8.99 5.08 9.29 Return on average tangible shareholders' equity (ROATE) 5.95 12.37 7.07 12.87 ROATE, as adjusted 6.05 13.09 7.25 13.59 Efficiency ratio, as adjusted 59.62 55.59 59.36 54.69 June 30, 2024 December 31, 2023 Common Equity Per Share Data: Book value per common share (GAAP) $ 12.82 $ 12.79 Tangible book value per common share (non-GAAP) 8.87 8.79 56 Adjusted net income is computed as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands) Net income, as reported (GAAP) $ 70,424 $ 139,060 $ 166,704 $ 285,611 Non-GAAP adjustments: Add: FDIC special assessment (1) 1,363 — 8,757 — Add: Losses on available for sale and held to maturity debt securities, net (2) 4 9 11 33 Add: Restructuring charge (3) 334 11,182 954 11,182 Add: Provision for credit losses for available for sale securities (4) — — — 5,000 Add: Merger related expenses (5) — — — 4,133 Less: Gain on sale of commercial premium finance lending division (6) — — (3,629) — Total non-GAAP adjustments to net income $ 1,701 $ 11,191 $ 6,093 $ 20,348 Income tax adjustments related to non-GAAP adjustments (7) (482) (3,170) (1,706) (4,348) Net income, as adjusted (non-GAAP) $ 71,643 $ 147,081 $ 171,091 $ 301,611 (1) Included in the FDIC insurance expense. (2) Included in gains on securities transactions, net. (3) Represents severance expense related to workforce reductions within salary and employee benefits expense. (4) Included in provision for credit losses for available for sale and held to maturity securities (tax disallowed). (5) Represents salary and employee benefits expense during first quarter 2023. (6) Included in net (losses) gains on sale of assets. (7) Calculated using the appropriate blended statutory tax rate for the applicable period. In addition to the items used to calculate net income, as adjusted, in the table above, our net income is, from time to time, impacted by fluctuations in the level of net gains on sales of loans, wealth management and trust fees, and capital markets fees. These amounts can vary widely from period to period due to, among other factors, the amount and timing of residential mortgage loans originated for sale, brokerage and tax credit investment advisory activities and commercial loan customer demand for certain interest rate swap products. See the “Non-Interest Income” section below for more details. Adjusted annualized return on average assets is computed by dividing adjusted net income by average assets, as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 ($ in thousands) Net income, as adjusted (non-GAAP) $ 71,643 $ 147,081 $ 171,091 $ 301,611 Average assets $ 61,518,639 $ 61,877,464 $ 61,387,754 $ 60,877,792 Annualized return on average assets, as adjusted (non-GAAP) 0.47 % 0.95 % 0.56 % 0.99 % 57 Adjusted annualized return on average shareholders' equity is computed by dividing adjusted net income by average shareholders' equity, as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 ($ in thousands) Net income, as adjusted (non-GAAP) $ 71,643 $ 147,081 $ 171,091 $ 301,611 Average shareholders' equity $ 6,753,981 $ 6,546,452 $ 6,739,838 $ 6,493,627 Annualized return on average shareholders' equity, as adjusted (non-GAAP) 4.24 % 8.99 % 5.08 % 9.29 % ROATE and adjusted ROATE are computed by dividing net income and adjusted net income, respectively, by average shareholders’ equity less average goodwill and average other intangible assets, as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 ($ in thousands) Net income, as reported (GAAP) $ 70,424 $ 139,060 $ 166,704 $ 285,611 Net income, as adjusted (non-GAAP) 71,643 147,081 171,091 301,611 Average shareholders’ equity (GAAP) $ 6,753,981 $ 6,546,452 $ 6,739,838 $ 6,493,627 Less: Average goodwill and other intangible assets 2,016,766 2,051,591 2,020,883 2,056,487 Average tangible shareholders’ equity (non-GAAP) $ 4,737,215 $ 4,494,861 $ 4,718,955 $ 4,437,140 Annualized ROATE (non-GAAP) 5.95 % 12.37 % 7.07 % 12.87 % Annualized ROATE, as adjusted (non-GAAP) 6.05 % 13.09 % 7.25 % 13.59 % 58 The efficiency ratio is computed as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 ($ in thousands) Total non-interest expense, as reported (GAAP) $ 277,497 $ 282,971 $ 557,807 $ 555,137 Less: FDIC Special assessment (1) 1,363 — 8,757 — Less: Restructuring charge (2) 334 11,182 954 11,182 Less: Amortization of tax credit investments 5,791 5,018 11,353 9,271 Less: Merger related expenses (3) — — — 4,133 Total non-interest expense, as adjusted (non-GAAP) $ 270,009 $ 266,771 $ 536,743 $ 530,551 Net interest income, as reported (GAAP) 401,685 419,765 795,233 855,785 Total non-interest income, as reported (GAAP) 51,213 60,075 112,628 114,374 Add: Losses on available for sale and held to maturity debt securities, net (4) 4 9 11 33 Less: Gain on sale of commercial premium finance lending division (5) — — (3,629) — Gross operating income, as adjusted (non-GAAP) $ 452,902 $ 479,849 $ 904,243 $ 970,192 Efficiency ratio (non-GAAP) 59.62 % 55.59 % 59.36 % 54.69 % (1) Included in the FDIC insurance expense. (2) Represents severance expense related to workforce reductions within salary and employee benefits expense. (3) Represents salary and employee benefits expense during first quarter 2023. (4) Included in gains on securities transactions, net. (5) Included in (losses) gains on sales of assets, net. Tangible book value per common share is computed by dividing shareholders’ equity less preferred stock, goodwill and other intangible assets by common shares outstanding, as follows: June 30, 2024 December 31, 2023 ($ in thousands, except for share data) Common shares outstanding 509,205,014 507,709,927 Shareholders’ equity (GAAP) $ 6,737,737 $ 6,701,391 Less: Preferred stock 209,691 209,691 Less: Goodwill and other intangible assets 2,012,580 2,029,267 Tangible common shareholders’ equity (non-GAAP) $ 4,515,466 $ 4,462,433 Book value per common share (GAAP) $ 12.82 $ 12.79 Tangible book value per common share (non-GAAP) $ 8.87 $ 8.79 Net Interest Income Net interest income on a tax equivalent basis of $403.0 million for the second quarter 2024 increased $8.1 million compared to the first quarter 2024 and decreased $18.3 million as compared to the second quarter 2023. Interest income on a tax equivalent basis increased $4.8 million to $834.8 million for the second quarter 2024 as compared to the first quarter 2024 mostly due to additional interest income from targeted investment purchases within the available for sale securities portfolio, as well as higher average overnight interest bearing deposits with banks during the second quarter 2024. A higher yield on average loans also contributed to the increase in interest income but was more than offset by the impact of lower average loan balances during the second quarter 2024 mostly caused by the sale of certain commercial loans in the first quarter 2024 and April 2024. Total interest expense decreased $3.3 million to $431.8 million for the second quarter 2024 as compared to the first quarter 2024 mainly 59 due to greater utilization of long-term FHLB borrowings and indirect customer time deposits as liquidity funding sources and a reduction in higher cost short-term FHLB borrowings starting in March 2024. Average interest earning assets decreased $578.9 million to $56.8 billion for the second quarter 2024 as compared to the second quarter 2023 mainly due to a $1.4 billion decline in average interest bearing cash held overnight as our excess liquidity returned to more normalized levels in 2024 after being elevated in response to the bank failures in 2023. The decrease in average interest bearing cash was partially offset by a $563.0 million increase in average loan balances mostly driven by organic commercial loan growth since June 30, 2023 and the increase in average investment securities stemming from our second quarter 2024 purchase activity in the available for sale portfolio. Compared to the first quarter 2024, average interest earning assets increased by $154.2 million during the second quarter 2024 . The increase was mainly driven by increases of $284.1 million and $100.3 million in average taxable investments and average overnight interest bearing cash balances, respectively, as compared to the prior linked quarter, partially offset by a $225.7 million decline in average loan balances. The decline in average loans was largely due to (1) the sale of $196.5 million of commercial real estate and construction loans through loan participation agreements at par value in March 2024, (2) the sale of $93.6 million of commercial and industrial loans associated with the sale of our premium finance lending division in February 2024, and (3) the sale of $34.1 million of construction loans at par during April 2024, partially offset by (4) organic loan growth in the second quarter 2024. Average interest bearing liabilities increased $650.6 million to $41.6 billion for the second quarter 2024 as compared to the second quarter 2023 mainly due to increases of $3.5 billion and $979.5 million in average interest bearing deposits and long-term borrowings, respectively, partially offset by a decrease of $3.8 billion in average short-term borrowings. The increase in average time deposits was largely due to increased usage of fully FDIC-insured indirect customer CDs and successful direct retail CD initiatives since June 30, 2023, while average long-term borrowings increased mostly due to several new FHLB advances totaling $1.0 billion in early March 2024 . As compared to the first quarter 2024, average interest bearing liabilities increased by only $19.8 million for the second quarter 2024 as increases of $766.8 million and $693.3 million in average interest bearing deposits and long-term borrowings, respectively, were mostly offset by a $1.4 billion decrease in average short-term borrowings. See additional information under “ Deposits and Other Borrowings ” in the Executive Summary section above. Net interest margin on a tax equivalent basis of 2.84 percent for the second quarter 2024 increased by 5 basis points from 2.79 percent for the first quarter 2024 and decreased 10 basis points from 2.94 percent for the second quarter 2023. The increase as compared to the first quarter 2024 was largely driven by the combination of a higher yield on average interest earning assets and a decline in the cost of average interest bearing liabilities. The yield on average interest earning assets increased by 2 basis points to 5.88 percent on a linked quarter basis largely due to higher yielding investment purchases and new loan originations during the second quarter 2024. The overall cost of average interest bearing liabilities decreased 4 basis points to 4.15 percent for the second quarter 2024 as compared to the first quarter 2024 primarily due to a reduction in both higher cost short-term FHLB borrowings and government banking non-maturity deposit account balances. Our cost of total average deposits was 3.18 percent for the second quarter 2024 as compared to 3.16 percent and 2.45 percent for the first quarter 2024 and the second quarter 2023, respectively. Based upon our latest model estimates, we anticipate net interest income growth in the range of 1.5 to 3.0 percent on a quarterly basis for both the third and fourth quarter 2024 as compared to the second quarter 2024. While we remain optimistic that our net interest income should continue to stabilize and grow during the remainder of 2024 as compared to the second quarter 2024, our forecasts include several uncertain assumptions, including changes in the level of market interest rates. As such, we cannot provide any assurances that our net interest income or margin will remain at the levels reported for the second quarter 2024. For a detailed discussion on the risks related to interest rates please refer to Part I, Item 1A. “Risk Factors” in our Annual Report. 60 The following table reflects the components of net interest income for the three months ended June 30, 2024, March 31, 2024 and June 30, 2023: Quarterly Analysis of Average Assets, Liabilities and Shareholders’ Equity and Net Interest Income on a Tax Equivalent Basis Three Months Ended June 30, 2024 March 31, 2024 June 30, 2023 Average Balance Interest Average Rate Average Balance Interest Average Rate Average Balance Interest Average Rate ($ in thousands) Assets Interest earning assets: Loans (1)(2) $ 50,020,901 $ 770,987 6.17 % $ 50,246,591 $ 771,577 6.14 % $ 49,457,937 $ 715,195 5.78 % Taxable investments (3) 5,379,101 46,801 3.48 5,094,978 42,625 3.35 5,065,812 39,436 3.11 Tax-exempt investments (1)(3) 575,272 6,075 4.22 579,842 6,071 4.19 629,342 7,062 4.49 Interest bearing deposits with banks 797,676 10,902 5.47 697,386 9,682 5.55 2,198,717 27,276 4.96 Total interest earning assets 56,772,950 834,765 5.88 56,618,797 829,955 5.86 57,351,808 788,969 5.50 Allowance for credit losses (477,373) (450,331) (446,098) Cash and due from banks 421,026 439,176 415,075 Other assets 4,972,181 4,805,001 4,709,061 Unrealized gains on securities available for sale, net (170,145) (155,775) (152,382) Total assets $ 61,518,639 $ 61,256,868 $ 61,877,464 Liabilities and Shareholders’ Equity Interest bearing liabilities: Savings, NOW and money market deposits $ 24,848,266 $ 231,597 3.73 % $ 24,793,452 $ 232,506 3.75 % $ 22,512,128 $ 164,843 2.93 % Time deposits 13,311,381 160,442 4.82 12,599,395 151,065 4.80 12,195,479 125,764 4.12 Total interest bearing deposits 38,159,647 392,039 4.11 37,392,847 383,571 4.10 34,707,607 290,607 3.35 Short-term borrowings 97,502 691 2.83 1,537,879 20,612 5.36 3,878,457 50,207 5.18 Long-term borrowings (4) 3,319,195 39,051 4.71 2,625,862 30,925 4.71 2,339,727 26,880 4.60 Total interest bearing liabilities 41,576,344 431,781 4.15 41,556,588 435,108 4.19 40,925,791 367,694 3.59 Non-interest bearing deposits 11,223,562 11,183,127 12,756,862 Other liabilities 1,964,752 1,791,458 1,648,359 Shareholders’ equity 6,753,981 6,725,695 6,546,452 Total liabilities and shareholders’ equity $ 61,518,639 $ 61,256,868 $ 61,877,464 Net interest income/interest rate spread (5) $ 402,984 1.73 % $ 394,847 1.67 % $ 421,275 1.91 % Tax equivalent adjustment (1,299) (1,299) (1,510) Net interest income, as reported $ 401,685 $ 393,548 $ 419,765 Net interest margin (6) 2.83 % 2.78 % 2.93 % Tax equivalent effect 0.01 0.01 0.01 Net interest margin on a fully tax equivalent basis (6) 2.84 % 2.79 % 2.94 % 61 Six Months Ended June 30, 2024 June 30, 2023 Average Balance Interest Average Rate Average Balance Interest Average Rate ($ in thousands) Assets Interest earning assets: Loans (1)(2) $ 50,133,746 $ 1,542,564 6.15 % $ 48,663,070 $ 1,370,446 5.63 % Taxable investments (3) 5,237,040 89,426 3.42 5,049,563 76,910 3.05 Tax-exempt investments (1)(3) 577,557 12,146 4.21 626,261 13,800 4.41 Interest bearing deposits with banks 747,531 20,584 5.51 2,023,900 49,481 4.89 Total interest earning assets 56,695,874 1,664,720 5.87 56,362,794 1,510,637 5.36 Allowance for credit losses (463,852) (456,410) Cash and due from banks 430,101 429,957 Other assets 4,888,590 4,705,742 Unrealized gains on securities available for sale, net (162,959) (164,291) Total assets $ 61,387,754 $ 60,877,792 Liabilities and shareholders’ equity Interest bearing liabilities: Savings, NOW and money market deposits $ 24,820,859 $ 464,103 3.74 % $ 22,948,425 $ 315,608 2.75 % Time deposits 12,955,388 311,507 4.81 10,973,830 206,062 3.76 Total interest bearing deposits 37,776,247 775,610 4.11 33,922,255 521,670 3.08 Short-term borrowings 817,690 21,303 5.21 3,344,069 84,156 5.03 Long-term borrowings (4) 2,972,529 69,976 4.71 2,015,081 46,078 4.57 Total interest bearing liabilities 41,566,466 866,889 4.17 39,281,405 651,904 3.32 Non-interest bearing deposits 11,203,344 13,387,299 Other liabilities 1,878,106 1,715,461 Shareholders’ equity 6,739,838 6,493,627 Total liabilities and shareholders’ equity $ 61,387,754 $ 60,877,792 Net interest income/interest rate spread (5) $ 797,831 1.70 % $ 858,733 2.04 % Tax equivalent adjustment (2,598) (2,948) Net interest income, as reported $ 795,233 $ 855,785 Net interest margin (6) 2.81 % 3.04 % Tax equivalent effect 0.00 0.01 Net interest margin on a fully tax equivalent basis (6) 2.81 % 3.05 % _____________ (1) Interest income is presented on a tax equivalent basis using a 21 percent federal tax rate. (2) Loans are stated net of unearned income and include non-accrual loans. (3) The yield for securities that are classified as AFS is based on the average historical amortized cost. (4) Includes junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition. (5) Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis. (6) Net interest income as a percentage of total average interest earning assets. The following table demonstrates the relative impact on net interest income of changes in the volume of interest earning assets and interest bearing liabilities and changes in rates earned and paid by us on such assets and liabilities. Variances resulting from a combination of changes in volume and rates are allocated to the categories in proportion to the absolute dollar amounts of the change in each category. 62 Change in Net Interest Income on a Tax Equivalent Basis Three Months Ended June 30, 2024 Compared to June 30, 2023 Six Months Ended June 30, 2024 Compared to June 30, 2023 Change Due to Volume Change Due to Rate Total Change Change Due to Volume Change Due to Rate Total Change (in thousands) Interest Income: Loans* $ 8,220 $ 47,572 $ 55,792 $ 42,361 $ 129,757 $ 172,118 Taxable investments 2,538 4,827 7,365 (23,288) 35,804 12,516 Tax-exempt investments* (586) (401) (987) (1,042) (612) (1,654) Interest bearing deposits with banks (18,905) 2,531 (16,374) (34,489) 5,592 (28,897) Total (decrease) increase in interest income (8,733) 54,529 45,796 (16,458) 170,541 154,083 Interest Expense: Savings, NOW and money market deposits 18,392 48,362 66,754 27,464 121,031 148,495 Time deposits 12,190 22,488 34,678 41,296 64,149 105,445 Short-term borrowings (33,818) (15,698) (49,516) (65,719) 2,866 (62,853) Long-term borrowings and junior subordinated debentures 11,509 662 12,171 22,501 1,397 23,898 Total increase in interest expense 8,273 55,814 64,087 25,542 189,443 214,985 Total decrease in net interest income $ (17,006) $ (1,285) $ (18,291) $ (42,000) $ (18,902) $ (60,902) * Interest income is presented on a tax equivalent basis using 21 percent as the federal tax rate. Non-Interest Income Non-interest income represented 5.8 percent and 7.1 percent of total interest income plus non-interest income for the three months ended June 30, 2024 and 2023, respectively and 6.3 percent and 7.1 percent of total interest income plus non-interest income for the six months ended June 30, 2024 and 2023, respectively. For the three and six months ended June 30, 2024, non-interest income decreased $8.9 million and $1.7 million as compared to the same periods in 2023. The following table presents the components of non-interest income for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands) Wealth management and trust fees $ 13,136 $ 11,176 $ 31,066 $ 20,763 Insurance commissions 3,958 3,139 6,209 5,559 Capital markets 7,779 16,967 13,449 27,859 Service charges on deposit accounts 11,212 10,542 22,461 21,018 Gains on securities transactions, net 3 217 52 595 Fees from loan servicing 2,691 2,702 5,879 5,373 Gains on sales of loans, net 884 1,240 2,502 1,729 (Losses) gains on sales of assets, net (2) 161 3,692 285 Bank owned life insurance 4,545 2,443 7,780 5,027 Other 7,007 11,488 19,538 26,166 Total non-interest income $ 51,213 $ 60,075 $ 112,628 $ 114,374 63 Wealth management and trust fees income increased $2.0 million and $10.3 million for the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023. The increase as compared to the second quarter 2023 was mainly driven by higher brokerage fees. The increase for the six months ended June 30, 2024 was mainly due to a higher volume of success fees and other related periodic revenues generated by our tax credit advisory subsidiary, as well as increased brokerage fees. Brokerage fees increased by $1.2 million to $6.1 million for the second quarter 2024 and increased $2.6 million to $12.3 million for the six months ended June 30, 2024 as compared to the same periods in 2023 due to stronger customer trading volume at our broker dealer subsidiary. Capital markets income decreased $9.2 million and $14.4 million for the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023 mainly due to a decline in the volume of interest rate swap transactions, and resulting fees related to commercial loan customers, as well as lower loan syndication fees. Net gains on sales of assets increased $3.4 million for the six months ended June 30, 2024 as compared to the same period in 2023 largely due to a $3.6 million net gain on the sale of our commercial premium finance lending business in the first quarter 2024. Bank owned life insurance income increased $2.1 million and $2.8 million for the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023 due to improved performance of the underlying investment securities. Other non-interest income decreased $4.5 million and $6.6 million for the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023. The decrease as compared to the second quarter 2023 was due, in part, to net losses related to the decline in the valuation of certain equity method investments at June 30, 2024. The decrease for the six months ended June 30, 2024 was mainly attributable to a $2.7 million litigation recovery in the same period in 2023, and to a lesser extent, the decline in the valuation of certain equity method investments. Non-Interest Expense Non-interest expense decreased $5.5 million and increased $2.7 million for the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023. The following table presents the components of non-interest expense for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands) Salary and employee benefits expense $ 140,815 $ 149,594 $ 282,646 $ 294,580 Net occupancy expense 24,252 25,949 48,575 49,205 Technology, furniture and equipment expense 35,203 32,476 70,665 68,984 FDIC insurance assessment 14,446 10,426 32,682 19,581 Amortization of other intangible assets 8,568 9,812 17,980 20,331 Professional and legal fees 17,938 21,406 34,403 38,220 Amortization of tax credit investments 5,791 5,018 11,353 9,271 Other 30,484 28,290 59,503 54,965 Total non-interest expense $ 277,497 $ 282,971 $ 557,807 $ 555,137 Salary and employee benefits expense decreased $8.8 million and $11.9 million for the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023. The decreases in both 2024 periods were largely attributable to restructuring charges of $11.2 million recognized in the second quarter 2023, consisting of severance expense related to workforce reductions, partially offset by normal increases in labor costs and a decline in deferred compensation. The net decrease for the six months ended June 30, 2024 was also due to merger related costs, 64 primarily consisting of severance and retention compensation, totaling $4.1 million for the six months ended June 30, 2023. Net occupancy expense decreased $1.7 million for the three months ended June 30, 2024 compared to the same period in 2023 mainly due to lower building repair and utilities expenses. Technology, furniture and equipment expense increased $2.7 million and $1.7 million for the three and six months ended June 30, 2024, respectively, as compared to the same periods of 2023 mostly due to higher investments in technology, partially offset by decreases in equipment maintenance and repair expense. FDIC insurance assessment expense increased $4.0 million and $13.1 million for the three and six months ended June 30, 2024, respectively, as compared to the same periods of 2023 due, in part, to additional estimated expenses of $1.4 million and $8.8 million recorded during the three and six months ended June 30, 2024, respectively, related to the FDIC special assessment. Professional and legal fees decreased $3.5 million and $3.8 million for the three and six months ended June 30, 2024, respectively, as compared to the sa me periods in 2023. The decreases in both periods were largely attributable to lower technology managed services and consulting expenses, partially offset by higher legal fees. Other non-interest expense increased $2.2 million and $4.5 million for the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023 mainly due to increased interest charges on collateral related to derivative transactions and the costs related to the loan credit risk transfer transaction, consisting of a credit default swap, executed in June 2024. Total transaction costs included $400 thousand of one-time charges and $1.1 million of premium expense recorded in other expense during the second quarter 2024. The premium expense associated with the credit protection is estimated to be approximately $6.0 million for the remainder of 2024. Income Taxes Income tax expense totaled $22.9 million for the second quarter 2024 as compared to $33.2 million and $51.8 million for the first quarter 2024 and second quarter 2023, respectively. Our effective tax rate was 24.5 percent, 25.6 percent and 27.1 percent for the second quarter 2024, first quarter 2024 and second quarter 2023, respectively. The decrease in the effective tax rate from the first quarter 2024 and second quarter 2023 was primarily due to lower pre-tax income and larger investments in tax credits. GAAP requires that any change in judgment or change in measurement of a tax position taken in a prior annual period be recognized as a discrete event in the quarter in which it occurs, rather than being recognized as a change in effective tax rate for the current year. Our adherence to these tax guidelines may result in volatile effective income tax rates in future quarterly and annual periods. Factors that could impact management’s judgment include changes in income, tax laws and regulations, and tax planning strategies. Based on the current information available, we anticipate that our effective tax rate will be 25 to 26 percent for the full year ended December 31, 2024. 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. Each operating segment is reviewed routinely for its asset growth, contribution to 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 operating segments and no changes to the operating segments were determined necessary during the first half of 2024. 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 those of any other 65 financial institution. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data. The following tables present the financial data for Valley's operating segments, and Treasury and Corporate Other for the three months ended June 30, 2024 and 2023: Three Months Ended June 30, 2024 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets $ 9,839,291 $ 40,181,610 $ 6,752,049 $ 56,772,950 Income (loss) before income taxes 15,702 130,736 (53,107) 93,331 Return on average interest earning assets (before tax) 0.64 % 1.30 % (3.15) % 0.66 % Three Months Ended June 30, 2023 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets $ 9,638,329 $ 39,819,608 $ 7,893,871 $ 57,351,808 Income (loss) before income taxes 12,282 230,942 (52,405) 190,819 Return on average interest earning assets (before tax) 0.51 % 2.32 % (2.66) % 1.33 % See Note 1 5 to the consolidated financial statements for additional details. Consumer Banking Segment The Consumer Banking segment represented 18.0 percent of our loan portfolio at June 30, 2024, and was mainly comprised of residential mortgage loans and automobile loans, and to a lesser extent, home equity loans, secured personal lines of credit and other consumer loans (including credit card loans). The duration of the residential mortgage loan portfolio (which represented 11.2 percent of our loan portfolio at June 30, 2024) is subject to movements in the market level of interest rates and forecasted prepayment speeds. The weighted average life of the automobile loans portfolio (which represented 3.5 percent of total loans at June 30, 2024) 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 trust, asset management, brokerage, insurance and tax credit advisory services. Consumer Banking’s average interest earning assets increased $201.0 million to $9.8 billion for the three months ended June 30, 2024 as compared to the same period of 2023 . The increase was largely due to new residential mortgage loan volumes originated for investment rather than sale over the last 12-month period and, to a lesser extent, an increase in average auto loan balances. Income before income taxes generated by the Consumer Banking segment increased $3.4 million to $15.7 million for the second quarter 2024 as compared to the second quarter 2023 and was mainly driven by a combination of increases in non-interest income and net interest income, partially offset by an increase in internal transfer expense and a higher provision for loan losses. The non-interest income increased $4.1 million mainly due to brokerage fees generated from certain private banking clients. See further details in the “Non-Interest Income” section of this MD&A. Net interest income for this segment increased $3.0 million mainly due to higher interest rates on new and adjustable loans, largely offset by an increase in funding costs driven by higher interest rates. The provision for loan losses increased $1.3 million for the second quarter 2024 as compared to the second quarter 2023 mainl y due to loan growth. See further details in the “ Allowance for Credit Losses” section of this MD&A. 66 Net interest margin on the Consumer Banking portfolio increased 7 basis points to 1.86 percent for the second quarter 2024 as compared to the second quarter 2023 mainly due to a 56 basis point increase in the yield on average loa ns, partially offset by a 49 basis point increase in the costs associated with our funding sou rces. The increase in our funding costs was mainly driven by higher interest rates on most of our interest bearing deposit products during the second quarter 2024. The 56 basis point increase in loan yield was largely due to higher yielding new loan volumes and adjustable rate loans in our portfolio. Our cost of total average deposits was 3.18 percent for the second quarter 2024 as compared to 2.45 percent for the second quarter 2023. See the “Executive Summary” and the “Net Interest Income” sections above for more details on our net interest margin and funding sources. The return on average interest earning assets before income taxes for the Consumer Banking segment was 0.64 percent for the second quarter 2024 compared to 0.51 percent for the second quarter 2023. Commercial Banking Segment The Commercial Banking segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as 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. Commercial and industrial loans totaled approximately $9.5 billion and represented 18.8 percent of the total loan portfolio at June 30, 2024. Commercial real estate loans and construction loans totaled $31.8 billion and represented 63.2 percent of the total loan portfolio at June 30, 2024. Average interest earning assets in Commercial Banking segment increased $362.0 million to $40.2 billion for the three months ended June 30, 2024 as compared to the second quarter 2023 primarily due to organic loan growth over the last 12 month period largely within the commercial real estate loan portfolio. Income before income taxes for Commercial Banking decreased $100.2 million to $130.7 million for the three months ended June 30, 2024 as compared to the same period of 2023 mainly due to a combination of a higher provision for credit losses, a decrease in net interest income and higher internal transfer expense. The provision for credit losses increased $74.5 million to $77.3 million as compared to the same period in 2023 mainly due to higher quantitative reserves allocated to commercial real estate loans, commercial and industrial loan growth, and additional specific reserves and charge-offs associated with the revaluation of collateral dependent commercial loans at June 30, 2024. See details in the “Allowance for Credit Losses for Loans ” section of this MD&A. Net interest income for this segment decreased $10.7 million to $355.4 million for the second quarter 2024 as compared to the same period in 2023 primarily due to the higher cost of funding and the inverted yield curve. Internal transfer expense also increased $11.1 million to $121.6 million for the three months ended June 30, 2024 as compared to the second quarter 2023. The net interest margin for this segment decreased 15 basis poin ts to 3.53 percent for the second quarter 2024 as compared to the second quarter 2023 due to a 49 basis point increase in the cost of our funding sources, partially offset by a 34 basis point increase in the yield on average loans. The return on average interest earning assets before income taxes for the commercial banking segment was 1.30 percent for the three months ended June 30, 2024 compared to 2.32 percent for the same period in 2023. Treasury and Corporate Other Treasury and Corporate Other largely consists of the Treasury managed AFS and HTM 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 FRB 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 the Consumer Banking and Commercial Banking segments. Interest expense and internal transfer expense (for general corporate expenses) are allocated to each operating segment utilizing a transfer pricing methodology, which 67 involves the allocation of operating and funding costs based on each segment's respective mix of average interest earning assets and/or liabilities outstanding for the period. Other items disclosed in Treasury and Corporate Other include net gains and losses on AFS and HTM securities transactions, interest expense related to subordinated notes, amortization of tax credit investments, as well as other non-core items, including merger, restructuring expenses and FDIC special assessment charges. Treasury and Corporate Other's average interest earning assets decreased $1.1 billion to $6.8 billion for the three months ended June 30, 2024 primarily due to a $1.4 billion decline in average interest bearing cash held overnight as our excess liquidity returned to more normalized levels in 2024 after being elevated in response to the bank failures in most of 2023. For the three months ended June 30, 2024, loss before income taxes totaled $53.1 million compared to $52.4 million for the same period in 2023. The $702 thousand increase in the pre-tax loss during the second quarter 2024 was mainly driven by a decrease in net interest income on interest bearing deposits with banks combined with lower non-interest income. The negative impact of these items was largely offset by lower non-interest expense and higher internal transfer income. Non-interest expense decreased $5.1 million to $220.3 million during the three months ended June 30, 2024 as compared to the same period in 2023. The internal transfer income increased $14.2 million to $151.4 million for the three months ended June 30, 2024 as compared to the same period in 2023 due to higher allocations of the overhead expense to the Consumer Banking and Commercial Banking segments over the same period. See further details in the “Non-Interest Income” and “Non-Interest Expense” sections of this MD&A. Treasury and Corporate Other's net interest margin decreased 45 basis points to 0.74 percent for the second quarter 2024 as compared to the second quarter 2023 due to a 49 basis point increase in cost of our funding sources, partly offset by a 4 basis point increase in the yield on average investments. The following tables present the financial data for Valley's operating segments and Treasury and Corporate Other for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets $ 9,817,377 $ 40,316,369 $ 6,562,128 $ 56,695,874 Income (loss) before income taxes 27,872 289,357 (94,445) 222,784 Annualized return on average interest earning assets (before tax) 0.57 % 1.44 % (2.88) % 0.79 % Six Months Ended June 30, 2023 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets $ 9,557,669 $ 39,105,820 $ 7,699,305 $ 56,362,794 Income (loss) before income taxes 24,606 461,509 (91,580) 394,535 Annualized return on average interest earning assets (before tax) 0.51 % 2.36 % (2.38) % 1.40 % Consumer Banking Segment The Consumer Banking segment's average interest earning assets increased $259.7 million to $9.8 billion for the six months ended June 30, 2024 as compared to the same period in 2023. The increase was largely due to new residential mortgage loan volumes originated for investment rather than sale over the last 12-month period as well as growth in secured personal lines of credit and, to a lesser extent, an increase in average home equity loans. 68 Income before income taxes generated by Consumer Banking increased $3.3 million to $27.9 million for the six months ended June 30, 2024 as compared to the same period in 2023 and was mainly driven by a combination of an increase in non-interest income and lower provision for loan losses, largely offset by higher internal transfer expense and lower net interest income. The non-interest income increase d $12.7 million mainly due to a higher volume of success fees and other related periodic fees generated by our tax credit advisory subsidiary, as well as brokerage fees generated from certain private banking clients. See further details in the “Non-Interest Income” section of this MD&A. Net interest income for this segment decreased $6.0 million mainly due to higher funding costs driven by higher interest rates. The provision for loan losses decreased $2.0 million for the six months ended June 30, 2024 mainl y due to lower loan growth and an improved economic outlook as compared to one year ago. See further details in the “ Allowance for Credit Losses” section of this MD&A. Net interest margin on the Consumer Banking portfolio decreased 18 basis points to 1.76 percent for the six months ended June 30, 2024 as compared to the same period in 2023 mainly due to a 75 basis point increase in the costs associated with our funding sources, partially offset by a 57 basis point increase in the yield on average loans . The increase in our funding costs was mainly driven by higher interest rates on most of our interest bearing deposit products, as well as the mix of our adjustable rate and other borrowings during the six months ended June 30, 2024. The 57 basis point increase in loan yield was largely due to higher yielding new loan volumes and adjustable rate loans in our portfolio. See details in the “Executive Summary” and the “Net Interest Income” sections above for more details on our net interest margin and funding sources. The return on average interest earning assets before income taxes for the Consumer Banking segment was 0.57 percent for the six months ended June 30, 2024 compared to 0.51 percent for the same period in 2023. Commercial Banking Segment Average interest earning assets in the Commercial Banking segment increased $1.2 billion to $40.3 billion for the six months ended June 30, 2024 as compared to the same period in 2023. This increase was primarily due to organic loan growth over the last 12 month period largely within the commercial real estate loan portfolio. For the six months ended June 30, 2024, income before income taxes for Commercial Banking decreased $172.2 million to $289.4 million as compared to the same period in 2023 mainly driven by higher provision for credit losses and internal transfer expense and a decrease in net interest income. T he provision for credit losses increased $113.6 million to $119.5 million during the six months ended June 30, 2024 as compared to the same period in 2023 mainly due to higher quantitative reserves allocated to commercial real estate loans, commercial and industrial loan growth, and additional specific reserves and charge-offs associated with the revaluation of collateral dependent commercial loans at June 30, 2024. See details in the “Allowance for Credit Losses for Loans” section of this MD&A. Net interest income for this segment decreased $26.0 million to $711.2 million for the six months ended June 30, 2024 as compared to the same period in 2023 primarily due to the higher cost of funding and the inverted yield curve. Internal transfer expense also increased $30.3 million to $258.3 million for the six months ended June 30, 2024 as compared to the same period in 2023. See further details in the “Non-Interest Income” and “Non-Interest Expense” sections of this MD&A. The net interest margin for this segment decreased 24 basis points to 3.53 percent for the six months ended June 30, 2024 as compared to the same period in 2023 due to a 75 basis point increase in the cost of our funding sources, partially offset by a 51 basis point increase in yield on average loans. The return on average interest earning assets before income taxes for the commercial banking segment was 1.44 percent for the six months ended June 30, 2024 compared to 2.36 percent for the same period in 2023. Treasury and Corporate Other Treasury and Corporate Other's average interest earning assets decreased $1.1 billion during the six months ended June 30, 2024 primarily due to a $1.3 billion decline in average interest bearing cash held overnight as our excess 69 liquidity returned to more normalized levels in 2024 after being elevated in response to the bank failures in most of 2023. The loss before income taxes totaled $94.4 million for the six months ended June 30, 2024 as compared to $91.6 million for the same period in 2023. The $2.9 million increase in pre-tax loss was mainly driven by a decrease in net interest income on interest bearing deposits with banks combined with lower non-interest income. Non-interest expense increased $3.5 million to $445.6 million for the six months ended June 30, 2024 as compared to the same period in 2023 largely due to a $13.1 million increase in the FDIC insurance assessment expense, partially offset by decreases in salary and employee benefits expense and professional and legal fees. See further details in the “Non-Interest Income” and “Non-Interest Expense” sections of this MD&A. The negative impact of these items was largely offset by higher internal transfer income and a decrease in the provision for credit losses. The internal transfer income increased $37.5 million to $321.1 million for the six months ended June 30, 2024 as compared to the same period in 2023 due to higher allocations of the overhead expense to the Consumer Banking and Commercial Banking segments over the same period. Provision for credit losses decreased $4.8 million mostly due to credit related impairment of one corporate bond issued by Signature Bank during the six months ended June 30, 2023 . Treasury and Corporate Other's net interest margin decreased 67 basis points to 0.68 percent for the six months ended June 30, 2024 as compared to the same period in 2023 due to a 75 basis point increase in cost of our funding sources, partially offset by an 8 basis point increase in the yield on average investments. The increase in the yield on average investments as compared to the same period in 2023 was largely driven by new higher yielding investments and a reduction in premium amortization expense mostly caused by slower principal repayments in the elevated market interest rate environment. ASSET/LIABILITY MANAGEMENT Interest Rate Risk Our success is largely dependent upon our ability to manage interest rate risk. Interest rate risk can be defined as the exposure of our interest rate sensitive assets and liabilities to the movement in interest rates. Our Asset/Liability Management Committee is responsible for managing such risks and establishing policies that monitor and coordinate our sources and uses of funds. Asset/Liability management is a continuous process due to the constant change in interest rate risk factors. In assessing the appropriate interest rate risk levels for us, management weighs the potential benefit of each risk management activity within the desired parameters of liquidity, capital levels and management’s tolerance for exposure to income fluctuations. Many of the actions undertaken by management utilize fair value analysis and attempt to achieve consistent accounting and economic benefits for financial assets and their related funding sources. We have predominantly focused on managing our interest rate risk by attempting to match the inherent risk and cash flows of financial assets and liabilities. Specifically, management employs multiple risk management activities such as optimizing the level of new residential mortgage originations retained in our mortgage portfolio through increasing or decreasing loan sales in the secondary market, product pricing levels, the desired maturity levels for new originations, the composition levels of both our interest earning assets and interest bearing liabilities, as well as several other risk management activities. We use a simulation model to analyze net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on various interest rate scenarios over a 12-month period. The model is based on the actual maturity and re-pricing characteristics of rate sensitive assets and liabilities. The model incorporates certain assumptions which management believes to be reasonable regarding the impact of changing interest rates and the prepayment assumptions of certain assets and liabilities as of June 30, 2024. The model assumes immediate changes in interest rates without any proactive change in the composition or size of the balance sheet, or other future actions that management might undertake to mitigate this risk. In the model, the forecasted shape of the yield curve remains static as of June 30, 2024. The impact of interest rate derivatives, such as interest rate swaps, is also included in the model. 70 Our simulation model is based on market interest rates and prepayment speeds prevalent in the market as of June 30, 2024. Although the size of Valley’s balance sheet is forecasted to remain static as of June 30, 2024, in our model, the composition is adjusted to reflect new interest earning assets and funding originations coupled with rate spreads utilizing our actual originations during the second quarter 2024. The model utilizes an immediate parallel shift in market interest rates at June 30, 2024. The assumptions used in the net interest income simulation are inherently uncertain. Actual results may differ significantly from those presented in the table below, due to the frequency and timing of changes in interest rates and changes in spreads between maturity and re-pricing categories. Overall, our net interest income is affected by changes in interest rates and cash flows from our loan and investment portfolios. We actively manage these cash flows in conjunction with our liability mix, duration and interest rates to optimize the net interest income, while structuring the balance sheet in response to actual or potential changes in interest rates. Additionally, our net interest income is impacted by the level of competition within our marketplace. Competition can negatively impact the level of interest rates attainable on loans and increase the cost of deposits, which may result in downward pressure on our net interest margin in future periods. Other factors, including, but not limited to, the slope of the yield curve and projected cash flows will impact our net interest income results and may increase or decrease the level of asset sensitivity of our balance sheet. Convexity is a measure of how the duration of a financial instrument changes as market interest rates change. Potential movements in the convexity of bonds held in our investment portfolio, as well as the duration of the loan portfolio may have a positive or negative impact on our net interest income in varying interest rate environments. As a result, the increase or decrease in forecasted net interest income may not have a linear relationship to the results reflected in the table below. Management cannot provide any assurance about the actual effect of changes in interest rates on our net interest income. The following table reflects management’s expectations of the change in our net interest income over the next 12- month period considering the aforementioned assumptions. While an instantaneous and severe shift in interest rates was used in this simulation model, we believe that any actual shift in interest rates would likely be more gradual and would therefore have a more modest impact than shown in the table below. Estimated Change in Future Net Interest Income Changes in Interest Rates Dollar Change Percentage Change (in basis points) ($ in thousands) +300 $ 140,214 8.42 % +200 91,871 5.52 +100 43,707 2.62 –100 (60,433) (3.63) –200 (115,201) (6.92) –300 (169,593) (10.19) As noted in the table above, a 100 basis point immediate decrease in interest rates combined with a static balance sheet where the size, mix, and proportions of assets and liabilities remain unchanged is projected to decrease net interest income over the next 12-month period by 3.63 percent. Management believes the interest rate sensitivity of our balance sheet remains within a n expected t olerance range at June 30, 2024. However, the level of net interest income sensitivity may increase or decrease in the future as a result of several factors, including potential changes in our balance sheet strategies, the slope of the yield curve and projected cash flows. 71 Liquidity and Cash Requirements Bank Liquidity Liquidity measures Valley's ability to satisfy its current and future cash flow needs. Our objective is to have liquidity available to fulfill loan demands, repay deposits and other liabilities, and execute balance sheet strategies in all market conditions while adhering to internal controls and income targets. Valley's liquidity program is managed by the Treasury Department and routinely monitored by the Asset and Liability Management Committee and two board committees. Among other actions, the Treasury Department actively monitors Valley's current liquidity profile, sources and stability of funding, availability of assets for pledging or sale, opportunities to gather additional funds, and anticipated future funding needs, including the level of unfunded commitments. The Bank adheres to certain internal liquidity measures including ratios of loans to deposits below 110 percent and wholesale funding to total funding below 25 percent, as summarized in the table below. Management maintains flexibility to temporarily exceed these thresholds in certain operating environments. The following table presents Valley's loan to deposits and wholesale funding to total funding ratios at June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Loans to deposits 100.4 % 102.0 % Wholesale funding to total funding 22.6 19.5 Valley's short and long-term cash requirements include contractual obligations under borrowings, deposits, payments related to leases, capital expenditures and other purchase commitments. In the ordinary course of operations, the Bank also enters into various financial obligations, including contractual obligations that may require future cash payments. Management believes the Bank has the ability to generate and obtain adequate amounts of cash to meet its short-term and long-term obligations as they come due by utilizing various cash resources described below. On the asset side of the balance sheet, the Bank has numerous sources of liquid funds in the form of cash and due from banks, interest bearing deposits with banks (including the FRB of New York) and other sources. The following table summarizes Valley's sources of liquid assets: June 30, 2024 December 31, 2023 (in thousands) Cash and due from banks $ 478,006 $ 284,090 Interest bearing deposits with banks 531,067 607,135 Trading debt securities 3,979 3,973 Held to maturity debt securities (1) 204,732 194,094 Available for sale debt securities (2) 2,212,092 1,296,576 Loans held for sale 19,887 30,640 Total liquid assets $ 3,449,763 $ 2,416,508 (1) Represents securities that are maturing within 90 days or would otherwise qualify as maturities if sold (i.e., 85 percent of original cost basis has been repaid) within the held to maturity debt security portfolio. (2) Includes a pproximately $1.7 billion and $840.3 million of various investment securities that were pledged to counterparties to support our earning asset funding strategies at June 30, 2024 and December 31, 2023, respectively. Total liquid assets represented 6.1 percent and 4.3 percent of interest earning assets at June 30, 2024 and December 31, 2023, respectively. 72 Other sources of funds on the asset side are derived from scheduled loan payments of principal and interest, as well as prepayments received. At June 30, 2024, estimated cash inflows from total loans are projected to be approximately $14.1 billion over the next 12-month period. As a contingency plan for any liquidity constraints, liquidity could also be derived from the sale of conforming residential mortgages from our loan portfolio or alleviated from the temporary curtail ment of lending activities. We anticipate the receipt of approx imately $432.0 million in principal payments from securities in the total investment portfolio at June 30, 2024 over the next 12-month period due to normally scheduled principal repayments and expected prepayments of certain securities, primarily residential mortgage-backed securities. On the liability side of the balance sheet, we utilize multiple sources of funds to meet liquidity needs, including retail and commercial deposits, fully FDIC-insured indirect customer deposits, collateralized municipal deposits, and short-term and long-term borrowings. Our core deposit base, which generally excludes all fully insured indirect customer deposits, as well as retail certificates of deposit over $250 thousand, represents the largest of these source s. Average core deposits totaled approximately $40.2 billion and $37.6 billion for the six months ended June 30, 2024 and for the year ended December 31, 2023, respectively, representing 70.8 percent and 66.6 percent of average interest earning assets for the respective periods. The level of interest bearing deposits is affected by interest rates offered, which is often influenced by our need for funds, rates prevailing in the capital markets, competition, and the need to manage interest rate risk sensitivity. In addition to customer deposits, the Bank has access to readily available borrowing sources to supplement its current and projected funding needs. The following table presents short-term borrowings outstanding at June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 (in thousands) FHLB advances $ — $ 850,000 Securities sold under agreements to repurchase 63,770 67,834 Total short-term borrowings $ 63,770 $ 917,834 The following table summarizes the Bank's estimated unused available non-deposit borrowing capacities at June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 (in thousands) FHLB borrowing capacity* $ 9,235,878 $ 13,604,000 Unused FRB discount window* 10,162,000 8,530,000 Unused federal funds lines available from commercial banks 2,140,000 2,140,000 Unencumbered investment securities 1,069,244 1,129,000 Total $ 22,607,122 $ 25,403,000 * Used and unused FHLB and FRB borrowings are collateralized by certain pledged securities, including but not limited to U.S. government and agency mortgage-backed securities and blanket qualifying first lien on certain real estate and residential mortgage secured loans. 73 Corporation Liquidity Valley’s recurring cash requirements primarily consist of dividends to preferred and common shareholders and interest expense on subordinated notes and junior subordinated debentures issued to capital trusts. As part of our ongoing asset/liability management strategies, Valley could also use cash to repurchase shares of its outstanding common stock under its share repurchase program or redeem its callable junior subordinated debentures and subordinated notes. Valley's cash needs are routinely satisfied by dividends collected from the Bank. Projected cash flows from the Bank are expected to be adequate to pay preferred and common dividends, if declared, and interest expense payable to subordinated note holders and capital trusts, given the current capital levels and current profitable operations of the Bank. In addition to dividends received from the Bank, Valley can satisfy its cash requirements by utilizing its own cash and potential new funds borrowed from outside sources or capital issuances. Valley also has the right to defer interest payments on the junior subordinated debentures, and therefore distributions on its trust preferred securities for consecutive quarterly periods of up to five years, but not beyond the stated maturity dates, and subject to other conditions. Investment Securities Portfolio As of June 30, 2024, we had $69.1 million, $2.2 billion, and $3.7 billion in equity, AFS debt and HTM debt securities, respectively. We also had $4.0 million of trading securities consisting of U.S. Treasury securities at June 30, 2024. The AFS and HTM debt securities portfolios, which comprise the majority of the securities we own, include: U.S. Treasury securities, U.S. government agency securities, tax-exempt and taxable issuances of states and political subdivisions, residential mortgage-backed securities, single-issuer trust preferred securities principally issued by bank holding companies and high quality corporate bonds. Among other securities, our AFS debt securities include securities such as bank issued and other corporate bonds, as well as municipal special revenue bonds, which may pose a higher risk of future impairment charges to us as a result of the uncertain economic environment and its potential negative effect on the future performance of the security issuers. The equity securities consist of two publicly traded mutual funds, CRA investments and several other equity investments we have made in companies that develop new financial technologies and in partnerships that invest in such companies. Our CRA and other equity investments are a mix of both publicly traded entities and privately held entities. The primary purpose of the HTM and AFS debt securities portfolios is to provide a source of earnings and liquidity, as well as serve as a tool for managing interest rate risk. The decision to purchase or sell securities is based upon the current assessment of long and short-term economic and financial conditions, including the interest rate environment and other components of statement of financial condition. See additional information under “Interest Rate Sensitivity,” “Liquidity and Cash Requirements” and “Capital Adequacy” sections elsewhere in this MD&A. We continually evaluate our investment securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, and the level of interest rate risk to which we are exposed. These evaluations may cause us to change the level of funds we deploy into investment securities, change the composition of our investment securities portfolio, and change the proportion of investments primarily made into the AFS and HTM debt securities portfolios. Allowance for Credit Losses and Impairment Analysis Available for sale debt securities. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. In assessing whether a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value is less than the amortized cost basis. Declines in fair value that have not been recorded through an allowance for credit losses, such as declines due to changes in market interest rates, are recorded through other comprehensive income, net of applicable taxes. We have evaluated all AFS debt securities that are in an unrealized loss position as of June 30, 2024 and December 31, 2023 and determined that the declines in fair value were mainly attributable to changes in market 74 v olatility, due to factors such as interest rates and spread factors, but not attributable to credit quality or other factors. During the first quarter 2023, Valley recognized a credit related impairment of one corporate bond issued by Signature Bank resulting in both a provision for credit losses and full charge-off of the security totaling $5.0 million based on a comparison of the present value of expected cash flows to the amortized cost. The bond was subsequently sold and the sale resulted in a $869 thousand gain during the fourth quarter 2023. There was no other impairment recognized within the AFS debt securities portfolio during the three and six months ended June 30, 2024 and June 30, 2023. Valley does not intend to sell any of its AFS debt securities in an unrealized loss position prior to recovery of our amortized cost basis, and it is more likely than not that Valley will not be required to sell any of its securities prior to recovery of our amortized cost basis. None of the AFS debt securities were past due as of June 30, 2024 and there was no allowance for credit losses for AFS debt securities at June 30, 2024 and December 31, 2023 . Held to maturity debt securities. Valley estimates the expected credit losses on HTM debt securities that have loss expectations using a discounted cash flow model developed by a third party. Valley has a zero-loss expectation for certain securities within the HTM portfolio, including U.S. Treasury securities, U.S. 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, we utilize a third party discounted cash flow model. The assumptions used in the model for pools of securities with common risk characteristics include the historical lifetime probability of default and severity of loss in the event of default, with the model incorporating several economic cycles of loss history data to calculate expected credit losses given default at the individual security level. HTM debt securities were carried net of an allowance for credit losses totaling approximately $1.1 million and $1.2 million at June 30, 2024 and December 31, 2023, respectively. Investment grades. The investment grades in the table below reflect the most current independent analysis performed by third parties of each security as of the date presented and not necessarily the investment grades at the date of our purchase of the securities. For many securities, the rating agencies may not have performed an independent analysis of the tranches owned by us, but rather an analysis of the entire investment pool. For this and other reasons, we believe the assigned investment grades may not accurately reflect the actual credit quality of each security and should not be viewed in isolation as a measure of the quality of our investment portfolio. The following table presents the available for sale and held to maturity debt investment securities portfolios by investment grades at June 30, 2024: June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Available for sale investment grades: AAA/AA/A Rated $ 2,169,596 $ 1,588 $ (160,617) $ 2,010,567 BBB Rated 86,557 — (3,821) 82,736 Not rated 135,401 59 (16,671) 118,789 Total $ 2,391,554 $ 1,647 $ (181,109) $ 2,212,092 Held to maturity investment grades: AAA/AA/A Rated $ 3,477,942 $ 2,011 $ (498,916) $ 2,981,037 BBB Rated 6,000 — (490) 5,510 Non-investment grade 5,248 — (596) 4,652 Not rated 162,264 — (13,515) 148,749 Total $ 3,651,454 $ 2,011 $ (513,517) $ 3,139,948 Allowance for credit losses 1,090 — — 1,090 Total, net of allowance for credit losses $ 3,650,364 $ 2,011 $ (513,517) $ 3,138,858 75 The unrealized losses in the AAA/AA/A rated categories of both the AFS and HTM debt securities portfolios (in the above table) were largely related to residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac and continue to be driven by the higher market interest rate environment. The investment securities AFS and HTM portfolios included $135.4 million and $162.3 million, respectively, of investments not rated by the rating agencies with aggregate unrealized losses of $16.7 million and $13.5 million, respectively, at June 30, 2024. The unrealized losses within non-rated AFS debt securities mostly related to several large corporate bonds negatively impacted by rising interest rates, and not changes in underlying credit. The unrealized losses within non-rated HTM debt securities mostly related to four single-issuer bank trust preferred issuances with a combined amortized cost of $36.1 million with $7.2 million gross unrealized losses and several corporate debt securities that were negatively impacted by rising interest rates, and not changes in their underlying credit. See Note 6 to the consolidated financial statements for additional information regarding our investment securities portfolio. 76 Loan Portfolio The following table reflects the composition of the loan portfolio as of the dates presented: June 30, 2024 March 31, 2024 December 31, 2023 ($ in thousands) Loans Commercial and industrial $ 9,479,147 $ 9,104,193 $ 9,230,543 Commercial real estate: Non-owner occupied (1) 13,710,015 14,962,851 15,078,464 Multifamily (2) 8,976,264 8,818,263 8,860,219 Owner occupied (1) 5,536,844 4,367,839 4,304,556 Total 28,223,123 28,148,953 28,243,239 Construction 3,545,723 3,556,511 3,726,808 Total commercial real estate 31,768,846 31,705,464 31,970,047 Residential mortgage 5,627,113 5,618,355 5,569,010 Consumer: Home equity 566,467 564,083 559,152 Automobile 1,762,852 1,700,508 1,620,389 Other consumer 1,107,277 1,229,439 1,261,154 Total consumer loans 3,436,596 3,494,030 3,440,695 Total loans (3) $ 50,311,702 $ 49,922,042 $ 50,210,295 As a percent of total loans: Commercial and industrial 18.8 % 18.2 % 18.4 % Non-owner occupied 27.3 30.0 30.0 Multifamily 17.9 17.7 17.7 Owner occupied 11.0 8.7 8.6 Construction 7.0 7.1 7.4 Total Commercial real estate 63.2 63.5 63.7 Residential mortgage 11.2 11.3 11.1 Consumer loans 6.8 7.0 6.8 Total 100.0 % 100.0 % 100.0 % (1) Reflects approximately $1.1 billion of non-owner occupied loans reclassified to owner occupied loans at June 30, 2024 based upon Valley's re-assessment of such loans under the applicable bank regulatory guidance. (2) Includes loans collateralized by properties that are greater than 50 percent rent regulated totaling approximately $528 million, $531 million and $545 million at June 30, 2024, March 31, 2024 and December 31, 2023, respectively. (3) Includes net unearned discount and deferred loan fees of $61.6 million, $71.8 million and $85.4 million at June 30, 2024, March 31, 2024 and December 31, 2023, respectively. Total loans increased $389.7 million, or 3.1 percent on an annualized basis, to $50.3 billion at June 30, 2024 from March 31, 2024 mainly as a result of our focus on new commercial and industrial loan production during the second quarter 2024. Loans held for sale decreased $41.9 million to $19.9 million at June 30, 2024 from March 31, 2024 mostly due to the previously disclosed sale of $34.1 million of construction loans at par during April 2024. Loans held for sale are presented separately from total loans on the consolidated statements of financial condition totaling $19.9 million and $61.8 million at June 30, 2024 and March 31, 2024, respectively. Commercial and industrial loans increased $375.0 million to $9.5 billion at June 30, 2024 from March 31, 2024 mainly as a result of our focus on new loan production from specialized industries and organic loan growth during the second quarter 2024. Commercial real estate loans (excluding construction loans) increased $74.2 million to $28.2 billion at June 30, 2024 from March 31, 2024 due, in part, to an increase in multifamily loans during the second quarter 2024 as a 77 result of the conversion to permanent financing of certain construction loans. During the second quarter 2024, we reassessed the loan classification of skilled nursing facility loans based on the qualifying criteria for owner occupied loans outlined in the applicable bank regulatory reporting guidance. As a result, we reclassified loans totaling approximately $1.1 billion from non-owner occupied to owner occupied loans at June 30, 2024 (as reflected in the table above). Overall, we continue to be selective in our organic commercial real estate loan originations, which primarily consist of loans to existing and other well-established clients within our markets of Florida, New Jersey, New York and Manhattan. The commercial real estate loan portfolio had a combined weighted average loan to value ratio of 57 percent and debt service coverage ratio of 1.64 at June 30, 2024. Commercial real estate collateralized by office buildings totaled approximately $3.3 billion at June 30, 2024 and remained relatively unchanged as compared to March 31, 2024. Our loans collateralized by office buildings had a combined weighted average loan to value rate of 55 percent and debt service coverage ratio of 1.63 at June 30, 2024. Construction loans decreased $10.8 million to $3.5 billion at June 30, 2024 from March 31, 2024 partly due to the migration of completed projects to both internal and external permanent financing and a low level of new advances on existing projects. Residential mortgage loans totaled $5.6 billion at June 30, 2024 and only increased $8.8 million from March 31, 2024. New and refinanced residential mortgage loan originations totaled $135.4 million for the second quarter 2024 as compared to $115.0 million and $188.0 million for the first quarter 2024 and second quarter 2023, respectively. During the second quarter 2024, we retained approximately 61.9 percent of the total residential mortgage originations in our held for investment loan portfolio. The volume of primarily new home loan applications remained relatively low in the earl y stages of the third quarter 2024 largely due to the higher level of mortgage interest rates which may continue to challenge our ability to grow this loan category. Home equity loans increased $2.4 million to $566.5 million at June 30, 2024 compared to March 31, 2024 as new home equity loan originations and customer utilization of lines of credit remained challenged due to the unfavorable high interest rate environment. Automobile loans increased by $62.3 million, or 14.7 percent on an annualized basis, to $1.8 billion at June 30, 2024 as compared to March 31, 2024 as application volume from our indirect auto dealer network remained strong during the second quarter 2024. Other consumer loans decreased $122.2 million to $1.1 billion at June 30, 2024 as compared to March 31, 2024, primarily due to the negative impact of high market interest rates on the demand and usage of collateralized personal lines of credit. A significant part of our lendin g is in northern and central New Jersey, New York City, Long Island and Florida. To mitigate our geographic risks, we make efforts to maintain a diversified portfolio as to type of borrower and loan to guard against a potential downward turn in any one economic sector. Looking forward to third quarter 2024 and beyond, we expect to remain highly selective on new loan originations and generally supportive of compelling projects led by our high quality and tenured customer base. We will continue to focus our new origination efforts on traditional commercial and industrial, owner-occupied real estate and healthcare and controlling non-owner occupied and multifamily originations in efforts to reduce our commercial real estate concentration level. For the second half of 2024, we currently expect low single digits annualized loan growth as compared to total loans of $50.3 billion at June 30, 2024. Non-performing Assets NPAs include non-accrual loans, OREO, and other repossessed assets (which primarily consist of automobiles and taxi medallions) at June 30, 2024. Loans are generally placed on non-accrual status when they become past due in excess of 90 days as to payment of principal or interest. Exceptions to the non-accrual policy may be permitted if the loan is sufficiently collateralized and in the process of collection. OREO is acquired through foreclosure on 78 loans secured by land or real estate. OREO and other repossessed assets are reported at lower of cost or fair value, less estimated cost to sell. Our NPAs increased $24.2 million to $312.9 million at June 30, 2024 as compared to March 31, 2024 mainly due to higher non-accrual commercial real estate loan balances. NPAs as a percentage of total loans and NPAs totaled 0.62 percent and 0.58 percent at June 30, 2024 and March 31, 2024, respectively (as shown in the table below). We believe our total NPAs has remained relatively low as a percentage of the total loan portfolio and NPAs, which is reflective of our consistent approach to the loan underwriting criteria for both Valley originated loans and loans purchased from third parties. For additional details, see the “Credit quality indicators” section in Note 7 to the consolidated financial statements. Our lending strategy is based on underwriting standards designed to maintain high credit quality, and we remain optimistic regarding the overall future performance of our loan portfolio. During the six months ended June 30, 2024, most of our credit trends have remained generally stable, and the majority of our borrowers continued to demonstrate resilience despite the impact of higher borrowing costs, elevated inflation, labor costs and other factors. We continue to proactively monitor our commercial loans for potential negative trends/borrower weakness due to the current operating environment and internally risk rate them accordingly. However, management cannot provide assurance that the non-performing assets will not increase from the levels reported at June 30, 2024 due to the aforementioned or other factors potentially impacting our lending customers. 79 The following table sets forth by loan category accruing past due and non-performing assets at the dates indicated in conjunction with our asset quality ratios: June 30, 2024 March 31, 2024 December 31, 2023 ($ in thousands) Accruing past due loans: 30 to 59 days past due: Commercial and industrial $ 5,086 $ 6,202 $ 9,307 Commercial real estate 1,879 5,791 3,008 Residential mortgage 17,389 20,819 26,345 Total consumer 21,639 14,032 20,554 Total 30 to 59 days past due 45,993 46,844 59,214 60 to 89 days past due: Commercial and industrial 1,621 2,665 5,095 Commercial real estate — 3,720 1,257 Residential mortgage 6,632 5,970 8,200 Total consumer 3,671 1,834 4,715 Total 60 to 89 days past due 11,924 14,189 19,267 90 or more days past due: Commercial and industrial 2,739 5,750 5,579 Commercial real estate 4,242 — — Construction 3,990 3,990 3,990 Residential mortgage 2,609 2,884 2,488 Total consumer 898 731 1,088 Total 90 or more days past due 14,478 13,355 13,145 Total accruing past due loans $ 72,395 $ 74,388 $ 91,626 Non-accrual loans: Commercial and industrial $ 102,942 $ 102,399 $ 99,912 Commercial real estate 123,011 100,052 99,739 Construction 45,380 51,842 60,851 Residential mortgage 28,322 28,561 26,986 Total consumer 3,624 4,438 4,383 Total non-accrual loans 303,279 287,292 291,871 Other real estate owned (OREO) 8,059 88 71 Other repossessed assets 1,607 1,393 1,444 Total non-performing assets (NPAs) $ 312,945 $ 288,773 $ 293,386 Total non-accrual loans as a % of loans 0.60 % 0.58 % 0.58 % Total NPAs as a % of loans and NPAs 0.62 0.58 0.58 Total accruing past due and non-accrual loans as a % of loans 0.75 0.72 0.76 Allowance for loan losses as a % of non-accrual loans 171.23 163.33 152.83 Loans 30 to 59 days past due decreased $851 thousand to $46.0 million at June 30, 2024 as compared to March 31, 2024 mainly due to improved performance across the most loan categories, largely offset by higher personal lines of credit delinquencies within consumer loans. Loans 60 to 89 days past due decreased $2.3 million to $11.9 million at June 30, 2024 as compared to March 31, 2024 mostly due to a commercial real estate loan relationship totaling $3.7 million at March 31, 2024 that migrated from this past due category to non-accrual loans during the second quarter 2024. 80 Loans 90 days or more past due and still accruing interest increased $1.1 million to $14.5 million at June 30, 2024 as compared to March 31, 2024 largely due to one matured commercial real estate loan in the process of collection, partially offset by lower commercial and industrial delinquencies within the category. All loans 90 days or more past due and still accruing interest are well-secured and in the process of collection. Non-accrual loans increased $16.0 million to $303.3 million at June 30, 2024 as compared to $287.3 million at March 31, 2024. Non-accrual commercial real estate loans increased $23.0 million to $123.0 million at June 30, 2024 as compared to March 31, 2024 mainly due to two additional non-performing loan relationships totaling a combined $24.1 million which were placed on non-accrual status during the second quarter 2024. Non-accrual construction loans decreased $6.5 million to $45.4 million at June 30, 2024 as compared to March 31, 2024 mainly due to the repayment of one loan totaling $5.2 million during the second quarter 2024. Non-performing taxi medallion loans included in non-accrual commercial and industrial loans totaled $52.6 million at June 30, 2024 and had related reserves of $28.0 million, or 53.3 percent of such loans, within the allowance for loan losses as compared to $53.0 million of loans with related reserves of $28.2 million at March 31, 2024 . Potential further declines in the market valuation of taxi medallions and the current operating environment mainly within New York City may further negatively impact the performance of this portfolio. OREO increased $8.0 million at June 30, 2024 from March 31, 2024 due to the foreclosure and transfer of two commercial real estate properties from the loan portfolio during the second quarter 2024. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $3.5 million and $1.6 million at June 30, 2024 and December 31, 2023, respectively. Although the timing of collection is uncertain, management believes that the majority of the non-accrual loans at June 30, 2024, are well secured and largely collectable, based in part on our quarterly review of collateral dependent loans and the valuation of the underlying collateral, if applicable. Any estimated shortfall in the net realizable value for collateral dependent loans is charged-off when a loan is 90 or 120 days past due or sooner if it is probable that a loan may not be fully collectable. For performing non-accrual loans, the collateral valuation shortfall results in an allocation of specific reserves within our allowance for credit losses for loans. Allowance for Credit Losses for Loans The ACL for loans includes the allowance for loan losses and the reserve for unfunded credit commitments. Under CECL, our methodology to establish the allowance for loan losses has two basic components: (i) a collective reserve component for estimated expected credit losses for pools of loans that share common risk characteristics and (ii) an individual reserve component for loans that do not share risk characteristics, consisting of collateral dependent loans. Valley also maintains a separate allowance for unfunded credit commitments mainly consisting of undisbursed non-cancellable lines of credit, new loan commitments and commercial standby letters of credit. Valley estimates the collective ACL using a current expected credit losses methodology which is based on relevant information about historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the loan balances. In estimating the component of the allowance on a collective basis, we use a transition matrix model which calculates an expected life of loan loss percentage for each loan pool by generating probability of default and loss given default metrics. The metrics are based on the migration of loans within the commercial and industrial loan categories from performing to loss by credit quality rating or delinquency categories using historical life-of-loan analysis periods for each loan portfolio pool and the severity of loss based on the aggregate net lifetime losses. The model's expected losses based on loss history are adjusted for qualitative factors. Among other things, these adjustments include and account for differences in: (i) the impact of the reasonable and supportable economic forecast, relative probability weightings and reversion period, (ii) other asset specific risks to the extent that they do not exist in the historical loss information, and (iii) net expected recoveries of charged-off loan balances. These adjustments are based on qualitative factors not reflected in the quantitative model but are likely to impact the measurement of estimated credit losses. The expected lifetime loss rate is the life of loan loss percentage from the transition matrix model plus the impact of the adjustments for qualitative factors. The expected 81 credit losses are the product of multiplying the model’s expected lifetime loss rate by the exposure at default at period end on an undiscounted basis. Valley utilizes a two-year reasonable and supportable forecast period followed by a one-year period over which estimated losses revert to historical loss experience for the remaining life of the loan on a straight-line basis. The forecasts consist of a multi-scenario economic forecast model to estimate future credit losses and are governed by a cross-functional committee. The committee meets each quarter to determine which economic scenarios developed by Moody's will be incorporated into the model, as well as the relative probability weightings of the selected scenarios, based upon all readily available information. The model projects economic variables under each scenario based on detailed statistical analyses. We have identified and selected key variables that most closely correlated to our historical credit performance, which include GDP, unemployment and the Case-Shiller Home Price Index. At June 30, 2024, Valley maintained the majority of its probability weighting used in the economic forecast to the Moody’s Baseline scenario with less emphasis on the S-3 downside and S-1 upside scenarios. The probability weightings were unchanged from March 31, 2024 and December 31, 2023 . At June 30, 2024 , the standalone Moody's Baseline scenario reflected a more optimistic outlook as compared to March 31, 2024 in terms of most metrics highlighted below. At June 30, 2024, the Moody's Baseline forecast included the following specific assumptions: • GDP expansion of approximately 2.1 percent in the third quarter 2024; • Unemployment of 4.0 percent in the second quarter 2024 and approximately 4.0 to 4.1 percent over the remainder of the forecast period ending in the second quarter 2026; • Inflation continues to slow, but at a slower than expected rate. The inflation rate was at 3.3 percent in May 2024 and was mostly driven by an increased shelter inflation component; and • The Federal Reserve continues to pause with the federal funds rate at 5.25 - 5.50 percent and two potential rate cuts totaling 0.50 percent during the remainder of 2024. See more details regarding our allowance for credit losses for loans in Note 7 to the consolidated financial statements. 82 The table below summarizes the relationship among loans, loans charged-off, loan recoveries, the provision for credit losses and the allowance for credit losses for loans for the periods indicated: Three Months Ended Six Months Ended June 30, 2024 March 31, 2024 June 30, 2023 June 30, 2024 June 30, 2023 ($ in thousands) Allowance for credit losses for loans Beginning balance $ 487,269 $ 465,550 $ 460,969 $ 465,550 $ 483,255 Impact of the adoption of ASU No. 2022-02 (1) — — — — (1,368) Beginning balance, adjusted 487,269 465,550 460,969 465,550 481,887 Loans charged-off: Commercial and industrial (14,721) (14,293) (3,865) (29,014) (29,912) Commercial real estate (22,144) (1,204) (2,065) (23,348) (2,065) Construction (212) (7,594) (4,208) (7,806) (9,906) Residential mortgage — — (149) — (149) Total consumer (1,262) (1,809) (1,040) (3,071) (1,868) Total loans charged-off (38,339) (24,900) (11,327) (63,239) (43,900) Charged-off loans recovered: Commercial and industrial 742 682 2,173 1,424 3,572 Commercial real estate 150 241 4 391 28 Residential mortgage 5 25 135 30 156 Total consumer 603 397 390 1,000 1,151 Total loans recovered 1,500 1,345 2,702 2,845 4,907 Total net loan charge-offs (36,839) (23,555) (8,625) (60,394) (38,993) Provision charged for credit losses 82,111 45,274 6,332 127,385 15,782 Ending balance $ 532,541 $ 487,269 $ 458,676 $ 532,541 $ 458,676 Components of allowance for credit losses for loans: Allowance for loan losses $ 519,310 $ 469,248 $ 436,432 $ 519,310 $ 436,432 Allowance for unfunded credit commitments 13,231 18,021 22,244 13,231 22,244 Allowance for credit losses for loans $ 532,541 $ 487,269 $ 458,676 $ 532,541 $ 458,676 Components of provision for credit losses for loans: Provision for credit losses for loans $ 86,901 $ 46,723 $ 8,159 $ 133,624 $ 18,138 Credit for unfunded credit commitments (4,790) (1,449) (1,827) (6,239) (2,356) Total provision for credit losses for loans $ 82,111 $ 45,274 $ 6,332 $ 127,385 $ 15,782 Allowance for credit losses for loans as a % of total loans 1.06 % 0.98 % 0.92 % 1.06 % 0.92 % (1) Represents the opening adjustment for the adoption of ASU No. 2022-02 effective January 1, 2023. 83 The following table presents the relationship among net loans charged-off and recoveries, and average loan balances outstanding for the periods indicated: Three Months Ended Six Months Ended June 30, 2024 March 31, 2024 June 30, 2023 June 30, 2024 June 30, 2023 ($ in thousands) Net loan (charge-offs) recoveries Commercial and industrial $ (13,979) $ (13,611) $ (1,692) $ (27,590) $ (26,340) Commercial real estate (21,994) (963) (2,061) (22,957) (2,037) Construction (212) (7,594) (4,208) (7,806) (9,906) Residential mortgage 5 25 (14) 30 7 Total consumer (659) (1,412) (650) (2,071) (717) Total $ (36,839) $ (23,555) $ (8,625) $ (60,394) $ (38,993) Average loans outstanding Commercial and industrial $ 9,173,875 $ 9,235,707 $ 9,043,832 $ 9,204,791 $ 8,947,177 Commercial real estate 28,237,513 28,259,701 27,808,278 28,248,606 27,184,347 Construction 3,526,421 3,693,343 3,787,183 3,609,882 3,784,233 Residential mortgage 5,631,214 5,600,135 5,489,501 5,615,675 5,426,949 Total consumer 3,451,878 3,457,705 3,329,143 3,454,792 3,320,364 Total $ 50,020,901 $ 50,246,591 $ 49,457,937 $ 50,133,746 $ 48,663,070 Annualized net loan charge-offs to average loans outstanding Commercial and industrial 0.61% 0.59% 0.07% 0.60% 0.59% Commercial real estate 0.31 0.01 0.03 0.16 0.01 Construction 0.02 0.82 0.44 0.43 0.52 Residential mortgage 0.00 0.00 0.00 0.00 0.00 Total consumer 0.08 0.16 0.08 0.12 0.04 Total annualized net loan charge-offs to total average loans outstanding 0.29 0.19 0.07 0.24 0.16 Net loan charge-offs totaled $36.8 million for the second quarter 2024 as compared to $23.6 million and $8.6 million for the first quarter 2024 and second quarter 2023, respectively. Gross loan charge-offs for the second quarter 2024 incl uded (i) partial charge-offs totaling $20.6 million related to a single non-performing commercial real estate loan relationship and (ii) $11.0 million of partial loan charge-offs related to one commercial and industrial loan (with prior reserves within the allowance for loan losses totaling $8.0 million at March 31, 2024). While the amount of net loan charge-offs (as presented in the above table) has increased in the second quarter 2024, the relatively low level of individual loan charge-offs has continued to trend within management's expectations for the credit quality of the loan portfolio at June 30, 2024. 84 The following table summarizes the allocation of the allowance for credit losses for loans to loan portfolio categories and the allocations as a percentage of each loan category: June 30, 2024 March 31, 2024 June 30, 2023 Allowance Allocation Allocation as a % of Loan Category Allowance Allocation Allocation as a % of Loan Category Allowance Allocation Allocation as a % of Loan Category ($ in thousands) Loan Category: Commercial and industrial loans $ 149,243 1.57 % $ 138,593 1.52 % $ 128,245 1.38 % Commercial real estate loans: Commercial real estate 246,316 0.87 209,355 0.74 194,177 0.70 Construction 54,777 1.54 56,492 1.59 45,518 1.19 Total commercial real estate loans 301,093 0.95 265,847 0.84 239,695 0.76 Residential mortgage loans 47,697 0.85 44,377 0.79 44,153 0.79 Consumer loans: Home equity 3,077 0.54 2,809 0.50 4,020 0.75 Auto and other consumer 18,200 0.63 17,622 0.60 20,319 0.70 Total consumer loans 21,277 0.62 20,431 0.58 24,339 0.71 Allowance for loan losses 519,310 1.03 469,248 0.94 436,432 0.88 Allowance for unfunded credit commitments 13,231 18,021 22,244 Total allowance for credit losses for loans $ 532,541 $ 487,269 $ 458,676 Allowance for credit losses for loans as a % of total loans 1.06 % 0.98 % 0.92 % The allowance for credit losses for loans, comprised of our allowance for loan losses and unfunded credit commitments, as a percentage of total loans was 1.06 percent at June 30, 2024 as compared to 0.98 percent and 0.92 percent at March 31, 2024 and June 30, 2023, respectively. During the second quarter 2024, we recorded a provision for credit losses for loans of $82.1 million as compared to $45.3 million and $6.3 million for the first quarter 2024 and second quarter 2023, respectively. The increase in the second quarter 2024 provision was mainly due to higher quantitative reserves allocated to commercial real estate loans, commercial and industrial loan growth, and additional specific reserves and charge-offs associated with the revaluation of collateral dependent commercial loans at June 30, 2024. The allowance for unfunded credit commitments declined to $13.2 million at June 30, 2024 mainly due to a continued decline in the level of our commercial real estate loan commitments pipeline. Our provision for credit losses could remain elevated during the remainder of 2024 due to several factors, including, but not limited to, the impact of future changes in (1) our economic outlook, (2) the overall performance of our loan portfolio, (3) potential downgrades in the internal risk classification of commercial loans and (4) the composition of our loan portfolio, including targeted growth in loan categories not secured by real estate such as commercial and industrial loans. Capital Adequacy A significant measure of the strength of a financial institution is its shareholders’ equity. At both June 30, 2024 and December 31, 2023, shareholders' equity totaled approximately $6.7 billion which represented 10.9 percent and 11.0 percent of total assets, respectively. 85 During the six months ended June 30, 2024, total shareholders’ equity increased by approximately $36.3 million primarily due to the following: • net income of $166.7 million, and • a $7.5 million increase attributable to the effect of our stock incentive plan, partially offset by • cash dividends declared on common and preferred stock totaling a combined $121.7 million, and • other comprehensive loss of $16.2 million. Valley and the Bank are subject to the regulatory capital requirements administered by the FRB and the OCC. Quantitative measures established by regulation to ensure capital adequacy require Valley and the Bank to maintain minimum amounts and ratios of common equity Tier 1 capital, total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets, as defined in the regulations. Valley is required to maintain a common equity Tier 1 capital to risk-weighted assets ratio of 4.5 percent, Tier 1 capital to risk-weighted assets ratio of 6.0 percent, ratio of total capital to risk-weighted assets of 8.0 percent, and a minimum leverage ratio of 4.0 percent, plus a 2.5 percent capital conservation buffer added to the minimum requirements for capital adequacy purposes. As of June 30, 2024 and December 31, 2023, Valley and Valley National Bank exceeded all capital adequacy requirements (see table below). For regulatory capital purposes, in accordance with the Federal Reserve Board’s final rule as of August 26, 2020, we deferred 100 percent of the CECL Day 1 impact to shareholders' equity plus 25 percent of the reserve build (i.e., provision for credit losses less net charge-offs) for a two-year period ending January 1, 2022. On January 1, 2022, the deferral amount totaling $47.3 million after-tax started to be phased-in by 25 percent and will increase 25 percent per year until fully phased-in on January 1, 2025. As of June 30, 2024, approximately $35.5 million of the $47.3 million deferral amount was recognized as a reduction to regulatory capital and, as a result, decreased our risk-based capital ratios by approximately 9 basis points. 86 The following table presents Valley’s and Valley National Bank’s actual capital positions and ratios under Basel III risk-based capital guidelines at June 30, 2024 and December 31, 2023: Actual Minimum Capital Requirements To Be Well Capitalized Under Prompt Corrective Action Provision Amount Ratio Amount Ratio Amount Ratio ($ in thousands) As of June 30, 2024 Total Risk-based Capital Valley $ 5,954,925 12.17 % $ 5,139,736 10.50 % N/A N/A Valley National Bank 5,903,110 12.06 5,138,202 10.50 $ 4,893,526 10.00 % Common Equity Tier 1 Capital Valley 4,675,635 9.55 3,426,491 7.00 N/A N/A Valley National Bank 5,457,352 11.15 3,425,468 7.00 3,180,792 6.50 Tier 1 Risk-based Capital Valley 4,885,167 9.98 4,160,739 8.50 N/A N/A Valley National Bank 5,457,352 11.15 4,159,497 8.50 3,914,821 8.00 Tier 1 Leverage Capital Valley 4,885,167 8.19 2,387,140 4.00 N/A N/A Valley National Bank 5,457,352 9.15 2,386,758 4.00 2,983,448 5.00 As of December 31, 2023 Total Risk-based Capital Valley $ 5,855,633 11.76 % $ 5,228,447 10.50 % N/A N/A Valley National Bank 5,794,213 11.64 5,228,403 10.50 $ 4,979,431 10.00 % Common Equity Tier 1 Capital Valley 4,623,473 9.29 3,485,631 7.00 N/A N/A Valley National Bank 5,420,894 10.89 3,485,602 7.00 3,236,630 6.50 Tier 1 Risk-based Capital Valley 4,838,314 9.72 4,232,552 8.50 N/A N/A Valley National Bank 5,420,894 10.89 4,232,517 8.50 3,983,545 8.00 Tier 1 Leverage Capital Valley 4,838,314 8.16 2,372,129 4.00 N/A N/A Valley National Bank 5,420,894 9.14 2,372,322 4.00 2,965,403 5.00 The increases in the total risk-based capital, common equity Tier 1 capital, and Tier 1 capital ratios at June 30, 2024 as compared to December 31, 2023 were largely due to the credit risk transfer transaction related to a portion of the automobile loan portfolio executed in June 2024. See the "Executive Summary" section for more details. On August 5, 2024, Valley issued 6.0 million shares of its 8.250 percent Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, with a liquidation preference of $25 per share. Net proceeds to Valley after deducting underwriting discounts, commissions and offering expenses were $144.7 million and are expected to enhance our regulatory capital and ratios reported at September 30, 2024. Valley intends to use the proceeds for general corporate purposes and investments in Valley National Bank for future growth. 87 The following table sets forth Valley’s (1) actual capital positions and ratios under Basel III risk-based capital guidelines at June 30, 2024 and (2) on an adjusted basis to give effect to the Series C preferred stock, net of issuance costs. Actual As Adjusted Amount Ratio Amount Ratio ($ in thousands) As of June 30, 2024 Total Risk-based Capital $ 5,954,925 12.17 % $ 6,099,579 12.46 % Common Equity Tier 1 Capital 4,675,635 9.55 4,675,635 9.55 Tier 1 Risk-based Capital 4,885,167 9.98 5,029,821 10.28 Tier 1 Leverage Capital 4,885,167 8.19 5,029,821 8.41 See Note 1 to the consolidated financial statements for more details on the Series C preferred stock. Typically, our primary source of capital growth is through retention of earnings. Our rate of earnings retention is derived by dividing undistributed earnings per common share by earnings (or net income available to common shareholders) per common share. Our retention ratio was approximately 29.0 percent for the six months ended June 30, 2024 as compared to 53.7 percent for the year ended December 31, 2023. The decline in the retention ratio during the first half of 2024 was partly due to the increased provision for credit losses during the second quarter 2024. Cash dividends declared amounted to $0.22 per common share for each of the six months ended June 30, 2024 and 2023. The Board is committed to examining and weighing relevant facts and considerations, including its commitment to shareholder value, each time it makes a cash dividend decision. The Federal Reserve has cautioned all bank holding companies about distributing dividends which may reduce the level of capital or not allow capital to grow considering the increased capital levels as required under the Basel III rules. Prior to the date of this filing, Valley has received no objection or adverse guidance from the Federal Reserve or the OCC regarding the current level of its quarterly common stock dividend. However, the Federal Reserve has reiterated its long-standing guidance in recent years that banking organizations should consult them before declaring dividends in excess of earnings for the corresponding quarter. The renewed guidance was largely due to the increased risk of the COVID-19 pandemic and other factors negatively impacting the future level of bank earnings. See Item 1A. Risk Factors of Valley's Annual Report for additional information. Off-Balance Sheet Arrangements, Contractual Obligations and Other Matters For a discussion of Valley’s off-balance sheet arrangements and contractual obligations see information included in Valley’s Annual Report in the MD&A section “Liquidity and Cash Requirements” and Notes 1 2 and 13 to the consolidated financial statements included in this report. Item 3. Quantitative and Qualitative Disclosures About Market Risk Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices, and commodity prices. Valley’s market risk is composed primarily of interest rate risk. See pa ge 70 for a discussion of interest rate risk.