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Item 1. Financial Statements

2024-11-12 compared with 2024-08-08 · 296 added, 238 removed, 1276 unchanged (30% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except for share data)

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

2024 December 31,

6 unchanged sentences

Available for sale debt securities 2,602,260 1,296,576

Held to maturity debt securities (net of allowance for credit losses of $ 1,090 at June 30, 2024 and $ 1,205 at December 31, 2023)

Held to maturity debt securities (net of allowance for credit losses of $ 1,076 at September 30, 2024 and $ 1,205 at December 31, 2023)

3,573,960 3,739,208

Total investment securities 6,253,287 5,104,221

Loans held for sale (includes fair value of $ 11,137 at June 30, 2024 and $ 20,640 at December 31, 2023 for loans originated for sale)

Loans held for sale (includes fair value of $ 17,153 at September 30, 2024 and $ 20,640 at December 31, 2023 for loans originated for sale)

843,201 30,640

24 unchanged sentences

50,000,000 authorized shares:

Series A ( 4,600,000 shares issued at June 30, 2024 and December 31, 2023)

Series A ( 4,600,000 shares issued at September 30, 2024 and December 31, 2023)

111,590 111,590

Series B ( 4,000,000 shares issued at June 30, 2024 and December 31, 2023)

Series B ( 4,000,000 shares issued at September 30, 2024 and December 31, 2023)

98,101 98,101

Series C ( 6,000,000 shares issued at September 30, 2024)

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

issued 509,205,014 shares at June 30, 2024 and 507,896,910 shares at December 31, 2023)

issued 509,252,936 shares at September 30, 2024 and 507,896,910 shares at December 31, 2023)

178,661 178,187

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

23 unchanged sentences

Service charges on deposit accounts 12,826 10,952 35,287 31,970

Gains on securities transactions, net 3 217 52 595

Gains (losses) on securities transactions, net 47 ( 398 ) 99 197

Fees from loan servicing 3,443 2,681 9,322 8,054

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

(Losses) gains on sales of loans, net ( 3,644 ) 2,023 ( 1,142 ) 3,752

Gains on sales of assets, net 55 6,653 3,747 6,938

Bank owned life insurance 5,387 2,709 13,167 7,736

24 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income $ 97,856 $ 141,346 $ 264,560 $ 426,957

Other comprehensive loss, net of tax:

Unrealized losses and gains on available for sale securities

Net losses arising during the period ( 5,600 ) ( 18,051 ) ( 15,805 ) ( 881 )

Other comprehensive gain (loss), net of tax:

Unrealized gains and losses on available for sale securities

Net gains (losses) arising during the period 48,023 ( 37,115 ) 32,218 ( 37,996 )

Less reclassification adjustment for net losses included in net income 1 5 9 5

6 unchanged sentences

Amortization of actuarial net loss 36 8 108 24

Total other comprehensive loss ( 5,765 ) ( 21,100 ) ( 16,157 ) ( 745 )

Total other comprehensive income (loss) 47,841 ( 37,145 ) 31,684 ( 37,890 )

Total comprehensive income $ 145,697 $ 104,201 $ 296,244 $ 389,067

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Common Stock Accumulated

31 unchanged sentences

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

For the Six Months Ended June 30, 2023

Net income — — — — 97,856 — — 97,856

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

Cash dividends declared:

Preferred stock, Series A, $ 0.39 per share

— — — — ( 1,797 ) — — ( 1,797 )

Preferred stock, Series B, $ 0.60 per share

— — — — ( 2,395 ) — — ( 2,395 )

Preferred stock, Series C, $ 0.32 per share

— — — — ( 1,925 ) — — ( 1,925 )

Common stock, $ 0.11 per share

— — — ( 56,687 ) — — ( 56,687 )

Preferred Stock Issued 144,654 — 144,654

Effect of stock incentive plan, net

— 48 16 7,080 — — — 7,096

Balance - September 30, 2024 $ 354,345 509,253 $ 178,661 $ 5,002,718 $ 1,551,428 $ ( 114,772 ) $ — $ 6,972,380

For the Nine Months Ended September 30, 2023

Common Stock Accumulated

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$ 209,691 507,619 $ 178,187 $ 4,974,507 $ 1,379,534 $ ( 164,747 ) $ ( 1,988 ) $ 6,575,184

Net income — — — — 141,346 — — 141,346

Other comprehensive loss, net of tax — — — — — ( 37,145 ) — ( 37,145 )

Cash dividends declared:

Preferred stock, Series A, $ 0.39 per share

— — — — ( 1,797 ) — — ( 1,797 )

Preferred stock, Series B, $ 0.58 per share

— — — — ( 2,330 ) — — ( 2,330 )

Common stock, $ 0.11 per share

— — — — ( 56,459 ) — — ( 56,459 )

Effect of stock incentive plan, net — 42 — 8,241 ( 10 ) — 269 8,500

Balance - September 30, 2023

$ 209,691 507,661 $ 178,187 $ 4,982,748 $ 1,460,284 $ ( 201,892 ) $ ( 1,719 ) $ 6,627,299

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

8 unchanged sentences

Proceeds from sales of loans held for sale at fair value 155,863 154,720

Gains on sales of loans, net ( 2,502 ) ( 1,729 )

Losses (gains) on sales of loans, net 1,142 ( 3,752 )

Originations of loans held for sale ( 148,294 ) ( 158,566 )

30 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from financing activities:

3 unchanged sentences

Repayments of long-term borrowings ( 65,000 ) ( 475,000 )

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

Cash dividends paid to preferred shareholders ( 16,141 ) ( 12,031 )

12 unchanged sentences

Supplemental schedule of non-cash investing activities:

Transfer of loans to other real estate owned $ 8,059 $ 903

Transfer of loans to loans held for sale — 10,000

Transfer of loans to other real estate owned, net $ 7,172 $ 974

Transfer of loans to loans held for sale, net 823,091 10,000

Lease right of use assets obtained in exchange for operating lease liabilities 15,429 81,727

6 unchanged sentences

The accounting and reporting policies of Valley conform to GAAP and general practices within the financial services industry.

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

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

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

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at June 30, 2024 and for all periods presented have been made.

The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at September 30, 2024 and for all periods presented have been made.

The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.

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

11 unchanged sentences

On August 5, 2024, Valley issued 6.0 million shares of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, with a liquidation preference of $ 25 per share for aggregate consideration of $ 150 million.

Dividends on the preferred stock will accrue and be payable quarterly in arrears, at a fixed rate per annum equal to 8.250 % from the date of original issue to, but excluding September 30, 2029, and thereafter at a rate per annum equal to the five-year U.S.

Dividends on the preferred stock accrue and are payable quarterly in arrears, at a fixed rate per annum equal to 8.250 % from the date of original issue to, but excluding September 30, 2029, and thereafter at a rate per annum equal to the five-year U.S.

treasury rate as of the most recent dividend payment date plus 4.182 percent.

Net proceeds to Valley after deducting underwriting discounts, commissions and offering expenses were $ 144.7 million.

In addition, Valley has granted the underwriters a 30-day option to purchase up to an additional 900,000 shares of the preferred stock at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any.

Common Stock Issuance.

On November 12, 2024, Valley issued and sold 49,197,860 shares of its common stock in a registered public offering, including 6,417,112 shares purchased under an over-allotment option exercised in full by the underwriters at the public offering price of $ 9.35 per share.

The net proceeds of the offering, after deducting underwriting discounts and commissions and offering expenses payable by Valley, were $ 448.9 million and are expected to be used for general corporate purposes and investments in the Bank as regulatory capital.

Earnings Per Common Share

The following table shows the calculation of both basic and diluted earnings per common share for the three and six months ended June 30, 2024 and 2023:

The following table shows the calculation of both basic and diluted earnings per common share for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

11 unchanged sentences

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

Pote ntial anti-dilutive weighted common shares totaled approximately 6.9 million and 7.2 million for the three months ended June 30, 2024 and 2023, respectively, and 6.0 million and 3.0 million for the six months ended June 30, 2024 and 2023, respectively.

Pote ntial anti-dilutive weighted common shares totaled approximately 3.6 million and 2.8 million for the three months ended September 30, 2024 and 2023, respectively, and 4.0 million and 2.6 million for the nine months ended September 30, 2024 and 2023, respectively.

Accumulated Other Comprehensive Loss

The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for th e three and six months ended June 30, 2024 and 2023:

The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for th e three and nine months ended September 30, 2024 and 2023:

Components of Accumulated Other Comprehensive Loss Total

7 unchanged sentences

(in thousands)

March 31, 2024 $ ( 125,707 ) $ 1,892 $ ( 33,033 ) $ ( 156,848 )

Other comprehensive loss before reclassification ( 5,600 ) — — ( 5,600 )

Amounts reclassified from other comprehensive loss 8 ( 210 ) 37 ( 165 )

Other comprehensive (loss) income, net ( 5,592 ) ( 210 ) 37 ( 5,765 )

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

March 31, 2023 $ ( 110,648 ) $ 5,410 $ ( 38,409 ) $ ( 143,647 )

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

Amounts reclassified from other comprehensive income 1 ( 219 ) 36 ( 182 )

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

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

June 30, 2023 $ ( 128,699 ) $ 2,353 $ ( 38,401 ) $ ( 164,747 )

Other comprehensive loss before reclassification ( 37,115 ) — — ( 37,115 )

1 unchanged sentence

Other comprehensive (loss) income, net ( 37,110 ) ( 43 ) 8 ( 37,145 )

June 30, 2023 $ ( 128,699 ) $ 2,353 $ ( 38,401 ) $ ( 164,747 )

September 30, 2023 $ ( 165,809 ) $ 2,310 $ ( 38,393 ) $ ( 201,892 )

Components of Accumulated Other Comprehensive Loss Total

8 unchanged sentences

December 31, 2023 $ ( 115,502 ) $ 2,114 $ ( 33,068 ) $ ( 146,456 )

Other comprehensive loss before reclassification ( 15,805 ) — — ( 15,805 )

Amounts reclassified from other comprehensive loss 8 ( 432 ) 72 ( 352 )

Other comprehensive (loss) income, net ( 15,797 ) ( 432 ) 72 ( 16,157 )

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

Other comprehensive income before reclassification 32,218 — — 32,218

Amounts reclassified from other comprehensive income 9 ( 651 ) 108 ( 534 )

Other comprehensive income (loss), net 32,227 ( 651 ) 108 31,684

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

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

2 unchanged sentences

Other comprehensive (loss) income, net ( 37,991 ) 77 24 ( 37,890 )

June 30, 2023 $ ( 128,699 ) $ 2,353 $ ( 38,401 ) $ ( 164,747 )

The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three and six months ended June 30, 2024 and 2023:

September 30, 2023 $ ( 165,809 ) $ 2,310 $ ( 38,393 ) $ ( 201,892 )

The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three and nine months ended September 30, 2024 and 2023:

Amounts Reclassified from

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Components of Accumulated Other Comprehensive Loss 2024 2023 2024 2023 Income Statement Line Item

(in thousands)

Unrealized losses on AFS securities before tax $ ( 11 ) $ — $ ( 11 ) $ — Gains on securities transactions, net

Unrealized losses on AFS securities before tax $ ( 1 ) $ ( 6 ) $ ( 12 ) $ ( 6 ) Gains (losses) on securities transactions, net

Tax effect — 1 3 1

14 unchanged sentences

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

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

Under the new guidance, Valley did not elect to apply the proportional amortization method as an accounting policy for its eligible

tax credit investments and, as a result, there were no adjustments from adoption recognized in earnings on the date of adoption.

2023-02 became effective on

January 1, 2024 and did not have a significant impact on Valley's consolidated financial statements.

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

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

22 unchanged sentences

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

The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at June 30, 2024 and December 31, 2023.

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

September 30,

2024 Fair Value Measurements at Reporting Date Using:

27 unchanged sentences

Non-recurring fair value measurements:

Non-performing loan held for sale (3)

Commercial real estate loans held for sale:

Performing $ 817,298 $ — $ 817,298 $ —

Non-performing 8,750 — 8,750 —

Total commercial real estate loans held for sale (3)

826,048 — 826,048 —

36 unchanged sentences

Total $ 102,024 $ — $ 10,000 $ 92,024

(1) Represents residential mortgage loans held for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 11.0 million and $ 20.1 million at June 30, 2024 and December 31, 2023, respectively.

(1) Represents residential mortgage loans held for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 16.9 million and $ 20.1 million at September 30, 2024 and December 31, 2023, respectively.

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

5 unchanged sentences

Equity securities .

The equity securities consisted of two publicly traded mutual funds, CRA inves tments and several other equity investments we have made in companies that develop new financial technologies and in partnerships that invest in such companies.

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

These investments are reported at fair value utilizing Level 1 inputs.

Equity securities at NAV .

Valley also has privately held CRA funds at fair value measured at NAV using the most recently available financial information from the investee.

Certain equity investments without readily determinable

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

Valley also has privately held CRA funds and investments in limited liability companies and partnerships at fair value measured at NAV using the most recently available financial information from the

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

Trading debt securities .

The fair value of trading debt securitie s, consisting of U.S.

Treasury securities, are reported at fair value utilizing Level 1 inputs at June 30, 2024 and December 31, 2023 .

Treasury securities, are reported at fair value utilizing Level 1 inputs at September 30, 2024 and December 31, 2023 .

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

12 unchanged sentences

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

Non-performance risk did not materially impact the fair value of mortgage loans held for sale at June 30, 2024 and December 31, 2023 based on the short duration these assets were held and their credit quality.

Non-performance risk did not materially impact the fair value of mortgage loans held for sale at September 30, 2024 and December 31, 2023 based on the short duration these assets were held and their credit quality.

Derivatives are reported at fair value utilizing Level 2 inputs.

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

The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at June 30, 2024 and December 31, 2023), is determined based on the current market prices for similar instruments.

The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at September 30, 2024 and December 31, 2023), is determined based on the current market prices for similar instruments.

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

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

The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at June 30, 2024 and December 31, 2023.

The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at September 30, 2024 and December 31, 2023.

See Note 12 for additional details on Valley's derivatives.

1 unchanged sentence

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

Non-performing loan held for sale .

Performing commercial real estate loans held for sale.

During the three months ended September 30, 2024 , Valley transferred certain performing commercial real estate loans totaling $ 823.1 million, net of unearned fees, to loans held for sale.

The fair value of the loans was determined using level 2 inputs, based on the terms of a sale agreement executed in October 2024 with an unrelated third party selected from a broker-led bidding process.

The fair value mark on the performing loans totaled a $ 5.8 million loss and was recorded within net losses on sales of loans for the three months ended September 30, 2024.

Valley expects the sale of the loans to close in the fourth quarter 2024.

Non-performing commercial real estate loan held for sale .

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

1 unchanged sentence

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

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

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

During the second quarter

ended June 30, 2024, an additional $ 1.2 million write-down was recorded to reflect the loan's current estimated fair value of $ 8.8 million at June 30, 2024.

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

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

During the nine months ended September 30, 2024, an additional $ 1.2 million write-down was recorded to reflect the loan's current estimated fair value of $ 8.8 million at September 30, 2024.

Collateral dependent loans .

Collateral dependent loans are loans where foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and substantially all of the repayment is expected from the collateral.

Collateral dependent loans are loans where foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and substantially all the repayment is expected from the collateral.

Collateral dependent loans are reported at the fair value of the underlying collateral.

1 unchanged sentence

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

At June 30, 2024, collateral dependent loans were individually re-measured and reported at fair value through direct loan charge-offs to the allowance for loan losses based on the fair value of the underlying collateral.

At June 30, 2024, collateral dependent loans with a total amortized cost of $ 196.2 million, including taxi medallion loans totaling $ 41.6 million, were reduced by specific allowance for loan losses allocations totaling $ 83.6 million to a reported total net carrying amount of $ 112.6 million.

At September 30, 2024, collateral dependent loans were individually re-measured and reported at fair value through direct loan charge-offs to the allowance for loan losses based on the fair value of the underlying collateral.

At September 30, 2024, collateral dependent loans with a total amortized cost of $ 177.3 million, including taxi medallion loans totaling $ 52.2 million, were reduced by specific allowance for loan losses allocations totaling $ 57.5 million to a reported total net carrying amount of $ 119.8 million.

Foreclosed assets .

2 unchanged sentences

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

There were no adjustments to the appraisals of foreclosed assets at June 30, 2024 and December 31, 2023.

There were no adjustments to the appraisals of foreclosed assets at September 30, 2024 and December 31, 2023.

Other Fair Value Disclosures

8 unchanged sentences

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

The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at June 30, 2024 and December 31, 2023 were as follows:

Hierarchy June 30, 2024 December 31, 2023

The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at September 30, 2024 and December 31, 2023 were as follows:

Hierarchy September 30, 2024 December 31, 2023

Amount Fair Value Carrying

29 unchanged sentences

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

Total changes in the valuation of equity securities for the six months ended June 30, 2024 and for the year ended December 31, 2023 were immaterial.

Total changes in the valuation of equity securities for the nine months ended September 30, 2024 and for the year ended December 31, 2023 were immaterial.

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

3 unchanged sentences

Equity Securities

Equity securities totaled $ 69.1 million and $ 64.5 million at June 30, 2024 and December 31, 2023, respectively.

Equity securities totaled $ 73.1 million and $ 64.5 million at September 30, 2024 and December 31, 2023, respectively.

See Note 5 for further details on equity securities.

Trading Debt Securities

The fair value of trading debt securities totaled $ 4.0 million at both June 30, 2024 and December 31, 2023.

The fair value of trading debt securities totaled $ 4.0 million at both September 30, 2024 and December 31, 2023.

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

The net trading gains for the three and six months ended June 30, 2024 were not material.

We recorded net trading gains of $ 226 thousand and $ 628 thousand for the three and six months ended June 30, 2023, respectively.

We recorded net trading gains of $ 111 thousand and $ 673 thousand for the nine months ended September

30, 2024 and 2023, respectively.

The net trading gains were immaterial for both three months ended September 30, 2024 and 2023.

Available for Sale Debt Securities

The amortized cost, gross unrealized gains and losses and fair value of AFS debt securities at June 30, 2024 and December 31, 2023 were as follows:

The amortized cost, gross unrealized gains and losses and fair value of AFS debt securities at September 30, 2024 and December 31, 2023 were as follows:

Losses Fair Value

(in thousands)

June 30, 2024

September 30, 2024

Treasury securities $ 318,090 $ — $ ( 22,029 ) $ 296,061

17 unchanged sentences

Total $ 1,454,439 $ 747 $ ( 158,610 ) $ 1,296,576

Accrued interest on investments , which is excluded from the amortized cost of AFS debt securities, totaled $ 8.9 million and $ 5.9 million at June 30, 2024 and December 31, 2023, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

The age of unrealized losses and fair value of the related AFS debt securities at June 30, 2024 and December 31, 2023 were as follows:

Accrued interest on investments , which is excluded from the amortized cost of AFS debt securities, totaled $ 10.1 million and $ 5.9 million at September 30, 2024 and December 31, 2023, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

The age of unrealized losses and fair value of the related AFS debt securities at September 30, 2024 and December 31, 2023 were as follows:

Less than 12 Months More than 12 Months Total

3 unchanged sentences

(in thousands)

June 30, 2024

September 30, 2024

Treasury securities $ — $ — $ 296,061 $ ( 22,029 ) $ 296,061 $ ( 22,029 )

21 unchanged sentences

Total $ 15,006 $ ( 30 ) $ 1,192,879 $ ( 158,580 ) $ 1,207,885 $ ( 158,610 )

Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 706 and 687 at June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 1.7 billion.

The contractual maturities of AFS debt securities at June 30, 2024 are set forth in the following table.

Maturities may differ from contractual maturities in residential mortgage-backed securities because the mortgages underlying the securities may be prepaid without any penalties.

Therefore, residential mortgage-backed securities are not included in the maturity categories in the following summary.

June 30, 2024

Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 656 and 687 at September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 2.1 billion.

The contractual maturities of AFS debt securities at September 30, 2024 are set forth in the following table.

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

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

September 30, 2024

(in thousands)

5 unchanged sentences

Total $ 2,716,120 $ 2,602,260

Actual maturities of AFS debt securities may differ from those presented above since certain obligations provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty.

The weighted average remaining expected life for residential mortgage-backed securities AFS was 6.73 years at June 30, 2024.

The weighted average remaining expected life for residential mortgage-backed securities AFS was 6.90 years at September 30, 2024.

Impairment Analysis of Available For Sale Debt Securities

3 unchanged sentences

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

Valley also evaluated AFS debt securities that were in an unrealized loss position as of June 30, 2024 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors.

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

During the three and six months ended June 30, 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.

Valley also evaluated AFS debt securities that were in an unrealized loss position as of September 30, 2024 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors.

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

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.

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

None of the AFS debt securities were past due as of June 30, 2024.

As a result, there was no allowance for credit los ses for AFS debt securities at June 30, 2024, December 31, 2023 and June 30, 2023.

None of the AFS debt securities were past due as of September 30, 2024.

As a result, there was no allowance for credit los ses for AFS debt securities at September 30, 2024, December 31, 2023, and September 30, 2023.

Held to Maturity Debt Securities

The amortized cost, gross unrealized gains and losses and fair value of debt securities held to maturity at June 30, 2024 and December 31, 2023 were as follows:

The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at September 30, 2024 and December 31, 2023 were as follows:

Losses Fair Value Allowance for Credit Losses Net Carrying Value

(in thousands)

June 30, 2024

September 30, 2024

Treasury securities $ 25,671 $ 11 $ — $ 25,682 $ — $ 25,671

20 unchanged sentences

Total $ 3,740,413 $ 6,651 $ ( 444,752 ) $ 3,302,312 $ 1,205 $ 3,739,208

Accrued interest on investments , which is excluded from the amortized cost of HTM debt securities, totaled $ 13.7 million and $ 13.9 million at June 30, 2024 and December 31, 2023, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Accrued interest on investments , which is excluded from the amortized cost of HTM debt securities, totaled $ 12.3 million and $ 13.9 million at September 30, 2024 and December 31, 2023, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

HTM debt securities are carried net of an allowance for credit losses.

The age of unrealized losses and fair value of related debt securities held to maturity at June 30, 2024 and December 31, 2023 were as follows:

The age of unrealized losses and fair value of related HTM debt securities at September 30, 2024 and December 31, 2023 were as follows:

Less than 12 Months More than 12 Months Total

3 unchanged sentences

(in thousands)

June 30, 2024

Treasury securities $ — $ — $ 25,578 $ ( 282 ) $ 25,578 $ ( 282 )

September 30, 2024

government agency securities $ 24,075 $ ( 12 ) $ 244,032 $ ( 33,980 ) $ 268,107 $ ( 33,992 )

23 unchanged sentences

Total $ 136,920 $ ( 1,368 ) $ 2,751,924 $ ( 443,384 ) $ 2,888,844 $ ( 444,752 )

Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 816 and 762 at June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024, the fair value of debt securities HTM that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $ 2.7 billion.

The contractual maturities of investments in HTM debt securities at June 30, 2024 are set forth in the table below.

Maturities may differ from contractual maturities in residential mortgage-backed securities because the mortgages underlying the securities may be prepaid without any penalties.

Therefore, residential mortgage-backed securities are not included in the maturity categories in the following summary.

June 30, 2024

Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 733 and 762 at September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, the fair value of debt securities HTM that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $ 2.7 billion.

The contractual maturities of investments in HTM debt securities at September 30, 2024 are set forth in the table below.

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

September 30, 2024

(in thousands)

5 unchanged sentences

Total $ 3,575,036 $ 3,204,496

Actual maturities of HTM debt securities may differ from those presented above since certain obligations provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty.

The weighted-average remaining expected life for residential mortgage-backed securitie s HTM was 9.45 years at June 30, 2024.

The weighted-average remaining expected life for residential mortgage-backed securitie s HTM was 9.21 years at September 30, 2024.

Credit Quality Indicators

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

The following table summarizes the amortized cost of HTM debt securities by external credit rating at June 30, 2024 and December 31, 2023.

The following table summarizes the amortized cost of HTM debt securities by external credit rating at September 30, 2024 and December 31, 2023.

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

(in thousands)

June 30, 2024

September 30, 2024

Treasury securities $ 25,671 $ — $ — $ — $ 25,671

22 unchanged sentences

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

At June 30, 2024, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the “non-rated” category included municipal bonds secured by Ginnie Mae securities.

At September 30, 2024, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the “non-rated” category included municipal bonds secured by Ginnie Mae securities.

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

6 unchanged sentences

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

The following table details the activity in the allowance for credit losses for HTM securities for the three and six months ended June 30, 2024 and 2023:

Three months ended June 30, Six months ended June 30,

The following table details the activity in the allowance for credit losses for HTM securities for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

4 unchanged sentences

Loans and Allowance for Credit Losses for Loans

The detail of the loan portfolio as of June 30, 2024 and December 31, 2023 was as follows:

June 30, 2024 December 31, 2023

The detail of the loan portfolio as of September 30, 2024 and December 31, 2023 was as follows:

September 30, 2024 December 31, 2023

(in thousands)

10 unchanged sentences

Total loans $ 49,355,319 $ 50,210,295

Total loans include net unearned discounts and deferred loan fees of $ 61.6 million and $ 85.4 million at June 30, 2024 and December 31, 2023, respectively.

Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 224.3 million and $ 222.2 million at June 30, 2024 and December 31, 2023, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Total loans include net unearned discounts and deferred loan fees of $ 48.1 million and $ 85.4 million at September 30, 2024 and December 31, 2023, respectively.

Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 221.3 million and $ 222.2 million at September 30, 2024 and December 31, 2023, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Loans Portfolio Sales and Transfers to Loans Held for Sale

4 unchanged sentences

These loans were subsequently sold at par value through loan participation agreements with BLITA in April 2024.

During the third quarter 2024, Valley transferred performing commercial real estate loans totaling $ 823.1 million, net of unearned fees, to loans held for sale at September 30, 2024.

On October 23, 2024, the Bank entered into an agreement to sell these loans to an unrelated third party, and the sale is expected to close in the fourth quarter 2024.

See Note 5 for additional information regarding this transaction.

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

1 unchanged sentence

The transaction generated a $ 3.6 million net gain for the first quarter 2024.

Valley continues to

hold certain commercial premium finance loans totaling $ 67.5 million at June 30, 2024 which are mostly expected to run-off at their scheduled maturity dates.

There were no other sales or transfers of loans from the held for investment portfolio during the three and six months ended June 30, 2024 and June 30, 2023.

Valley continues to hold certain commercial premium finance loans totaling $ 20.9 million at September 30, 2024 which are mostly expected to run-off at their scheduled maturity dates.

There were no sales or transfers of loans from the held for investment portfolio (other than those described above) during the three and nine months ended September 30, 2024 and September 30, 2023.

Credit Risk Management

For all of its loan types, Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk appetite.

For all loan types, Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk appetite.

Management reviews and approves these policies and procedures on a regular basis with subsequent approval by the Board annually.

5 unchanged sentences

Credit Quality

The following table presents past due, current and non-accrual loans without an allowance for loan losses by loan portfolio class at June 30, 2024 and December 31, 2023:

The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at September 30, 2024 and December 31, 2023:

Past Due and Non-Accrual Loans

6 unchanged sentences

(in thousands)

June 30, 2024

September 30, 2024

Commercial and industrial

40 unchanged sentences

Risk ratings are updated any time the situation warrants.

The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at June 30, 2024 and December 31, 2023, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2024 and for the year ended December 31, 2023:

The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at September 30, 2024 and December 31, 2023, as well as the gross loan charge-offs by year of origination for the nine months ended September 30, 2024 and for the year ended December 31, 2023:

Amortized Cost Basis by Origination Year

June 30, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total

September 30, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total

(in thousands)

9 unchanged sentences

Substandard 64,870 141,986 319,252 259,489 208,213 496,874 41,592 1,532,276

Doubtful — 3,060 — — 9,904 70 — — 13,034

Total commercial real estate $ 1,535,962 $ 3,686,033 $ 6,133,636 $ 4,590,042 $ 2,712,451 $ 7,328,728 $ 820,047 $ 107,833 $ 26,914,732

25 unchanged sentences

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

The following table presents the amortized cost in those loan classes based on payment activity by origination year as of June 30, 2024 and December 31, 2023, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2024 and for the year ended December 31, 2023:

The following table presents the amortized cost in those loan classes based on payment activity by origination year as of September 30, 2024 and December 31, 2023, as well as the gross loan charge-offs by year of origination for the nine months ended September 30, 2024 and for the year ended December 31, 2023:

Amortized Cost Basis by Origination Year

June 30, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total

September 30, 2024 2024 2023 2022 2021 2020 Prior to 2020 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total

(in thousands)

38 unchanged sentences

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

The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at June 30, 2024 that were modified during the three and six months ended June 30, 2024 and 2023, disaggregated by class of financing receivable and type of modification.

Term extension Term extension and interest rate reduction Total % of Total Loan Class

The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at September 30, 2024 that were modified during the three and nine months ended September 30, 2024 and 2023, disaggregated by class of financing receivable and type of modification.

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

($ in thousands)

Three Months Ended

June 30, 2024

September 30, 2024

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

Commercial real estate 3,232 36,800 — 107,972 148,004 0.55

Residential mortgage 898 — 898 0.02

Total $ 4,156 $ 44,356 $ — $ 107,972 $ 156,484 0.32 %

Three Months Ended

June 30, 2023

September 30, 2023

Commercial and industrial $ 920 $ 17,670 $ 56 $ — $ 18,646 0.20 %

Commercial real estate — 38,345 — — 38,345 0.14

Residential mortgage 578 — 578 0.01

Home equity — 31 — $ — 31 0.01

Total $ 920 $ 56,046 $ 56 $ — $ 57,022 0.10 %

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

Commercial and industrial $ 924 $ 87,427 $ 133 $ — $ 88,484 0.90 %

2 unchanged sentences

Total $ 4,156 $ 125,302 $ 16,354 $ 107,972 $ 253,784 0.51 %

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2023

Commercial and industrial $ 920 $ 56,322 $ 2,281 $ — $ 59,523 0.65 %

1 unchanged sentence

Residential mortgage — 768 — — 768 0.01

Home equity — 31 — — 31 0.01

Other consumer — 48 — — 48 —

2 unchanged sentences

Types of Modifications

Three and Six months ended June 30, 2024

Three and Nine months ended September 30, 2024

Commercial and industrial 3 to 24 month term extensions

24 month term extensions combined with a reduction in interest rate from 2.10 percent to 1.00 percent

Five reductions in interest rate one from 7.50 percent and four from 6.09 percent to 4.88 percent and 1.83 percent, respectively

Commercial real estate 2 to 36 month term extensions

12 to 18 month term extensions combined with a reduction in interest rate from 8.06 percent to 7.00 percent

Five other than insignificant payment delays, consisting of 12 month moratoriums on contractual principal payments

Residential mortgage 50 month term extensions

Home equity 120 month term extension

Three and Six months ended June 30, 2023

Three and Nine months ended September 30, 2023

Commercial and industrial 12 month term extensions

12 month term extensions combined with a reduction in interest rate from 9.38 percent to 6.50 percent

Two 12 month term extensions combined with a reduction in interest rate from 9.50 percent to 6.50 percent

Two reductions in interest rate from 1.84 percent and 1.83 percent to 1.00 percent, respectively

Commercial real estate 6 - 36 month term extensions

1 unchanged sentence

Residential mortgage 12 month term extensions

Home equity 120 month term extension

Consumer 60 month term extensions

1 unchanged sentence

The following table presents the aging analysis of loans that have been modified within the previous 12 months.

At June 30, 2024

At September 30, 2024

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

3 unchanged sentences

Residential mortgage 869 — — 869

Home equity 30 — — 30

Total $ 302,845 $ 180 $ 2,153 $ 305,178

* All loan balances in this delinquency category were non-accrual loans at June 30, 2024.

Valley did not extend any commitments to lend additional funds to borrowers experiencing financial difficulty whose loans had been modified during the three and six months ended June 30, 2024 and 2023.

* All loan balances in this delinquency category were non-accrual loans at September 30, 2024.

Valley did not extend any commitments to lend additional funds to borrowers experiencing financial difficulty whose loans had been modified during the three and nine months ended September 30, 2024 and 2023.

Loans in process of foreclosure.

During the three months ended June 30, 2024, two commercial properties were transferred to OREO at the lower of cost or fair value totaling $ 8.1 million at June 30, 2024.

The balance of OREO was not material at December 31, 2023.

There were no f oreclosed residential real estate properties included in OREO at June 30, 2024 and December 31, 2023.

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.

OREO balance totaled $ 7.2 million at September 30, 2024 and included one commercial property and one immaterial foreclosed residential property.

The balance of OREO was not material at December 31, 2023 with no f oreclosed residential real estate.

Residential mortgage and consumer loans secured by

residential real estate properties for which formal foreclosure proceedings are in process totaled $ 4.2 million and $ 1.6 million at September 30, 2024 and December 31, 2023, respectively.

Collateral dependent loans.

Loans are collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral.

When Valley determines that foreclosure is probable, the collateral dependent loan balances are written down to the estimated

current fair value (less estimated selling costs) resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process.

The following table presents collateral dependent loans by class as of June 30, 2024 and December 31, 2023:

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

The following table presents collateral dependent loans by class as of September 30, 2024 and December 31, 2023:

September 30,

2024 December 31,

9 unchanged sentences

Total $ 286,599 $ 264,678

* Includes non-accrual loans collateralized by taxi medallions totaling $ 52.6 million and $ 62.3 million at June 30, 2024 and December 31, 2023, respectively.

* Includes non-accrual loans collateralized by taxi medallions totaling $ 52.2 million and $ 62.3 million at September 30, 2024 and December 31, 2023, respectively.

Allowance for Credit Losses for Loans

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

The following table summarizes the ACL for loans at June 30, 2024 and December 31, 2023:

The following table summarizes the ACL for loans at September 30, 2024 and December 31, 2023:

September 30,

2024 December 31,

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

2 unchanged sentences

Provision for loan losses $ 71,925 $ 11,221 $ 205,549 $ 29,359

Credit for unfunded credit commitments ( 4,790 ) ( 1,827 ) ( 6,239 ) ( 2,356 )

Provision (credit) for unfunded credit commitments 3,113 ( 2,074 ) ( 3,126 ) ( 4,430 )

Total provision for credit losses for loans $ 75,038 $ 9,147 $ 202,423 $ 24,929

The following tables detail the activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2024 and 2023:

The following tables detail the activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2024 and 2023:

and Industrial Commercial

3 unchanged sentences

Three Months Ended

June 30, 2024

September 30, 2024

Allowance for loan losses:

6 unchanged sentences

Three Months Ended

June 30, 2023

September 30, 2023

Allowance for loan losses:

2 unchanged sentences

Charged-off loans recovered 3,043 5 30 362 3,440

Net charge-offs ( 1,692 ) ( 6,269 ) ( 14 ) ( 650 ) ( 8,625 )

Provision for loan losses 1,945 2,632 2,459 1,123 8,159

Net (charge-offs) recoveries ( 4,444 ) ( 250 ) 10 ( 794 ) ( 5,478 )

Provision (credit) for loan losses 10,187 5,602 458 ( 5,026 ) 11,221

Ending balance $ 133,988 $ 245,047 $ 44,621 $ 18,519 $ 442,175

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

Allowance for loan losses:

5 unchanged sentences

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

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2023

Allowance for loan losses:

8 unchanged sentences

Ending balance $ 133,988 $ 245,047 $ 44,621 $ 18,519 $ 442,175

The following table represents the allocation of the allowance for loan losses and the related loans by loan portfolio segment disaggregated based on the allowance measurement methodology at June 30, 2024 and December 31, 2023.

Commercial and Industrial Commercial

2 unchanged sentences

(in thousands)

June 30, 2024

September 30, 2024

Allowance for loan losses:

14 unchanged sentences

Goodwill and Other Intangible Assets

The carrying amounts of goodwill allocated to Valley's reporting units at both June 30, 2024 and December 31, 2023, were as follows:

The carrying amounts of goodwill allocated to Valley's reporting units at both September 30, 2024 and December 31, 2023, were as follows:

Reporting Unit *

7 unchanged sentences

The results of the 2024 annual impairment test resulted in no impairment of goodwill.

During the six months ended June 30, 2024 , there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount.

There was no impairment of goodwill recognized during the three and six months ended June 30, 2024 and 2023.

The following table summarizes other intangible assets as of June 30, 2024 and December 31, 2023:

During the nine months ended September 30, 2024 , there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount.

There was no imp airment of goodwill recognized during the three and nine months ended September 30, 2024 and 2023.

The following table summarizes other intangible assets as of September 30, 2024 and December 31, 2023:

Assets Accumulated

1 unchanged sentence

(in thousands)

June 30, 2024

September 30, 2024

Loan servicing rights $ 124,405 $ ( 103,929 ) $ 20,476

11 unchanged sentences

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

There was no impairment of loan servicing rights recognized during the three and six months ended June 30, 2024 and 2023.

There was no impairment of loan servicing rights recognized during the three and nine months ended September 30, 2024 and 2023.

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

1 unchanged sentence

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

There was no impairment of core deposits and other intangibles recognized during the three and six months ended June 30, 2024 and 2023.

There was no impairment of core deposits and other intangibles recognized during the three and nine months ended September 30, 2024 and 2023.

The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2024 through 2028:

7 unchanged sentences

2028 1,736 10,117 3,633

Valley recognized amortization expense on other intangible assets totaling approximately $ 8.6 million and $ 9.8 million for the three months ended June 30, 2024 and 2023, respectively, and $ 18.0 million and $ 20.3 million for the six months ended June 30, 2024 and 2023, respectively.

Included in time deposits are certificates of deposit over $250 thousand totaling $ 2.1 billion and $ 2.6 billion at June 30, 2024 and December 31, 2023, respectively.

Interest expense on time deposits of over $250 thousand total ed $ 23.3 million and $ 5.1 million for the three months ended June 30, 2024 and 2023, respectively, and $ 48.1 million and $ 7.5 million for the six months ended June 30, 2024 and 2023, respectively.

The scheduled maturities of time deposits as of June 30, 2024 were as follows:

Valley recognized amortization expense on other intangible assets totaling approximately $ 8.7 million and $ 9.7 million for the three months ended September 30, 2024 and 2023, respectively, and $ 26.7 million and $ 30.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Included in time deposits are certificates of deposit over $250 thousand totaling $ 2.2 billion and $ 2.6 billion at September 30, 2024 and December 31, 2023, respectively.

Interest expense on time deposits of over $250 thousand total ed $ 24.4 million and $ 5.4 million for the three months ended September 30, 2024 and 2023, respectively, and $ 72.4 million and $ 12.9 million for the nine months ended September 30, 2024 and 2023, respectively.

The scheduled maturities of time deposits as of September 30, 2024 were as follows:

(in thousands)

1 unchanged sentence

2025 6,900,796

2026 1,346,234

2027 1,144,759

Thereafter 36,796

2 unchanged sentences

Short-Term Borrowings

Short-term borrowings at June 30, 2024 and December 31, 2023 consisted of the following:

June 30, 2024 December 31, 2023

Short-term borrowings at September 30, 2024 and December 31, 2023 consisted of the following:

September 30, 2024 December 31, 2023

(in thousands)

4 unchanged sentences

Long-Term Borrowings

Long-term borrowings at June 30, 2024 and December 31, 2023 consisted of the following:

June 30, 2024 December 31, 2023

Long-term borrowings at September 30, 2024 and December 31, 2023 consisted of the following:

September 30, 2024 December 31, 2023

(in thousands)

4 unchanged sentences

Total long-term borrowings $ 3,274,340 $ 2,328,375

(1) FHLB advances are presented net of unamortized premiums totaling $ 107 thousand and $ 209 thousand at June 30, 2024 and December 31, 2023, respectively.

(2) Subordinated debt is presented net of unamortized debt issuance costs totaling $ 4.4 million and $ 5.2 million at June 30, 2024 and December 31, 2023, respectively.

(1) FHLB advances are presented net of unamortized premiums totaling $ 56 thousand and $ 209 thousand at September 30, 2024 and December 31, 2023, respectively.

(2) Subordinated debt is presented net of unamortized debt issuance costs totaling $ 4.0 million and $ 5.2 million at September 30, 2024 and December 31, 2023, respectively.

FHLB advances.

Long-term FHLB advances had a weighted average interest rate of 4.10 percent and 3.75 percent at June 30, 2024 and December 31, 2023, respectively.

Long-term FHLB advances had a weighted average interest rate of 4.10 percent and 3.75 percent at September 30, 2024 and December 31, 2023, respectively.

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

government and agency mortgage-backed securities and a blanket

assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans.

The long-term FHLB advances at June 30, 2024 are scheduled for contractual balance repayments as follows:

government and agency mortgage-backed securities and a

blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans.

The long-term FHLB advances at September 30, 2024 are scheduled for contractual balance repayments as follows:

(in thousands)

4 unchanged sentences

Subordinated debt.

There were no new issuances of subordinated debt during the six months ended June 30, 2024.

See Note 10 in Valley’s Annual Report for additional information on the outstanding subordinated debt at June 30, 2024.

There were no new issuances of subordinated debt during the nine months ended September 30, 2024.

See Note 10 in Valley’s Annual Report for additional information on the outstanding subordinated debt at September 30, 2024.

Stock–Based Compensation

1 unchanged sentence

Under the plan, Valley may issue awards to its officers, employees and non-employee directors in amounts up to 14.5 million, subject to certain adjustments.

As of June 30, 2024, 9.3 million shares of common stock were available for issuance under the plan.

As of September 30, 2024, 9.3 million shares of common stock were available for issuance under the plan.

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

1 unchanged sentence

and RSUs subject to vesting conditions based upon Valley's total shareholder return as compared to its peer group.

The table below summarizes RSU awards granted and average grant date fair values for the three and six months ended June 30, 2024 and 2023:

The table below summarizes RSU awards granted and average grant date fair values for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

Valley recorded total stock-based compensation expense of approximately $ 7.6 million and $ 8.7 million for the three months ended June 30, 2024 and 2023, respectively, and $ 15.7 million and $ 16.8 million for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $ 47.4 million.

This expense will be recognized over an average remaining

vesting period of approximately 2.0 years.

Valley recorded total stock-based compensation expense of approximately $ 7.3 million and $ 8.6 million for the three months ended September 30, 2024 and 2023, respectively, and $ 23.0 million and $ 25.4 million for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $ 37.0 million.

This expense will be recognized over

an average remaining vesting period of approximately 1.9 years.

See Note 12 in Valley’s Annual Report for additional information on the stock-based compensation awards.

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

During the second quarter 2024, Valley entered into nine forward-starting interest rate swap agreements with notional amounts totaling $ 404.3 million to hedge the changes in fair value of certain fixed rate brokered time deposits.

Commencing in January and February 2025, Valley will receive fixed rate amounts ranging from approximately 4.12 percent to 4.65 percent, in exchange for variable-rate payments based on the Floating SOFR Overnight Indexed Swap (OIS) compound rate.

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

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

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

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

During the nine months ended September 30, 2024, Valley entered into 11 forward-starting interest rate swap agreements with notional amounts totaling $ 480.3 million to hedge the changes in fair value of certain fixed rate brokered time deposits.

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

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

Non-designated Hedges.

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

At June 30, 2024, Valley had 49 credit swaps with an aggregate notional amount of $ 605.4 million related to risk participation agreements.

At June 30, 2024, Valley had two “steepener” swaps, each with a current notional amount of $ 10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the Constant Maturity Swap rate curve.

At September 30, 2024, Valley had 47 credit swaps with an aggregate notional amount of $ 596.3 million related to risk participation agreements.

At September 30, 2024, Valley had two “steepener” swaps, each with a current notional amount of $ 10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the Constant Maturity Swap rate curve.

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

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

Valley enters into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are

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

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

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

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

During June 2024, Valley entered into a credit default swap related to $ 1.5 billion of its $ 1.8 billion automobile loan portfolio at June 30, 2024 primarily to enhance the risk profile of these assets for regulatory capital purposes.

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

The covered loans have a total remaining balance of approximately $ 1.3 billion within Valley's $ 1.8 billion automobile loan portfolio at September 30, 2024.

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

The fair value of the credit default swap upon initial recognition was zero at June 30, 2024.

Valley recorded approximately $ 400 thousand of transaction costs and $ 1.1 million of premium expense in other expense during the second quarter 2024 related to the credit default swap.

The premium amortization expense and other transaction costs associated with the credit protection totaled $ 3.2 million and $ 4.7 million for the three and nine months ended September 30, 2024 and were recorded in other expense reported in non-interest expense.

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Fair Value Fair Value

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

The accumulated after-tax gains related to effective cash flow hedges included in accumulated other comprehensive loss were $ 1.7 million and $ 2.1 million at June 30, 2024 and December 31, 2023, respectively.

The accumulated after-tax gains related to effective cash flow hedges included in accumulated other comprehensive loss were $ 1.5 million and $ 2.1 million at September 30, 2024 and December 31, 2023, respectively.

Amounts reported in accumulated other comprehensive loss related to cash flow interest rate derivatives are reclassified to interest income.

The reclassification amoun t for the three and six months ended June 30, 2024 represents amortization of a gain recognized from the termination of six interest rate swaps during the second quarter 2023.

The reclassification amoun t for the three and nine months ended September 30, 2024 and the three months ended September 30, 2023 represents amortization of a gain recognized from the termination of six interest rate swaps during the second quarter 2023.

Valley estimates that $ 1.2 million (before tax) will be reclassified as an increase to interest income over the next 12 months.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

The following table presents the hedged item related to interest rate derivatives designated as fair value hedges and the cumulative basis fair value adjustment included in the net carrying amount of the hedged item at June 30, 2024 and December 31, 2023, respectively.

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

(in thousands)

June 30, 2024

Loans $ 498,251 $ ( 1,749 )

September 30, 2024

Time deposits $ 489,401 $ 9,097

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Long-term borrowings * 276,572 ( 21,445 )

* Net carrying amount includes unamortized debt issuance costs of $ 1.6 million and $ 2.0 million at June 30, 2024 and December 31, 2023, respectively.

* Net carrying amount includes unamortized debt issuance costs of $ 1.4 million and $ 2.0 million at September 30, 2024 and December 31, 2023, respectively.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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Other non-interest expense $ ( 2,802 ) $ 455 $ ( 3,528 ) $ 615

designated as hedging instruments) with a combined total of $ 6.8 million and $ 14.1 million for the three months ended June 30, 2024 and 2023, respectively, and $ 11.3 million and $ 24.0 million for the six months ended June 30, 2024 and 2023, respectively.

Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commer cial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $ 5.7 million for both the three months ended September 30, 2024 and 2023 and $ 17.0 million and $ 29.7 million for the nine months ended September 30, 2024 and 2023, respectively.

Collateral Requirements and Credit Risk Related Contingent Features .

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

As of June 30, 2024, Valley was in compliance with all of the provisions of its derivative counterparty agreements.

The aggregate fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at June 30, 2024.

As of September 30, 2024, Valley was in compliance with all of the provisions of its derivative counterparty agreements.

The aggregate fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at September 30, 2024.

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

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

The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of June 30, 2024 and December 31, 2023.

The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of September 30, 2024 and December 31, 2023.

Gross Amounts Not Offset

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(in thousands)

June 30, 2024

September 30, 2024

Interest rate swaps and other contracts $ 298,010 $ — $ 298,010 $ 51,815 $ ( 172,500 ) $ 177,325

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

The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments, and related unfunded commitments at June 30, 2024 and December 31, 2023:

The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments, and related unfunded commitments at September 30, 2024 and December 31, 2023:

September 30,

2024 December 31,

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Total tax credit investments, net $ 283,070 $ 139,817

$ 227,102 $ 139,817

Other Liabilities:

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Total unfunded tax credit commitments $ — $ 1,305

The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three and six months ended June 30, 2024 and 2023:

The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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Total reduction in income tax expense $ 10,706 $ 4,661 $ 26,394 $ 14,231

$ 7,947 $ 4,890 $ 15,688 $ 9,570

Amortization of Tax Credit Investments:

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Affordable housing tax credit investment impairment losses 246 954 737 1,850

10 448 491 896

Other tax credit investment losses 1,422 374 3,702 1,099

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Each operating segment is reviewed routinely for its asset growth, contribution to income before income taxes and 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 Valley's operating segments were determined necessary d uring the three and six months ended June 30, 2024 .

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

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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.

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.

Consumer Banking also includes the Wealth Management and Insurance Services Division, comprised of trust, asset management, brokerage, insurance and tax credit advisory services, as well as Valley's international and domestic private banking businesses.

The Commercial Banking segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as adjustable and fixed rate owner occupied and commercial real estate loans.

Due to the portfolio’s interest rate characteristics, Commercial Banking is Valley’s operating segment that is most sensitive to movements in market interest rates.

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

The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, 2024

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

The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, 2024

Banking Commercial

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0.54 % 1.33 % ( 1.08 ) % 0.88 %

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Banking Commercial

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Net interest income 40,397 372,881 ( 860 ) 412,418

Provision (credit) for credit losses 3,492 2,840 ( 282 ) 6,050

(Credit) provision for credit losses ( 4,568 ) 13,715 ( 30 ) 9,117

Net interest income after provision for credit losses 44,965 359,166 ( 830 ) 403,301

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Internal transfer expense (income) 30,104 121,878 ( 151,982 ) —

Income (loss) before income taxes $ 12,282 $ 230,942 $ ( 52,405 ) $ 190,819

Income before income taxes $ 15,100 $ 210,055 $ ( 30,323 ) $ 194,832

Return on average interest earning assets (pre-tax)

0.62 % 2.08 % ( 1.79 ) % 1.37 %

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Banking Commercial

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0.50 % 1.35 % ( 1.86 ) % 0.82 %

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Banking Commercial

15 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements