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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-07 · 334 added, 535 removed, 701 unchanged (55% of the section changed)

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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.

These statements may be identified by forward-looking terminology such as “intend,” “should,” “expect,” “believe,” "position", “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:

Factors that may cause actual results to differ materially from those contemplated in these forward-looking statements include, but are not limited to:

• the impact of market interest rates and monetary and fiscal policies of the U.S.

federal government and its agencies in connection with prolonged inflationary pressures, which could have a material adverse effect on our clients, our business, our employees, and our ability to provide services to our customers;

• the impact of unfavorable macroeconomic conditions or downturns, including instability or volatility in financial markets resulting from the impact of tariffs and other trade policies and practices, any retaliatory actions, related market uncertainty, or other factors;

• the impact of unfavorable macroeconomic conditions or downturns, including instability or volatility in financial markets resulting from the impact of tariffs/import fees and other trade policies and practices, any retaliatory actions, related market uncertainty, or other factors;

government debt default or rating downgrade;

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and other potential negative effects on our business, employees or clients caused by factors outside of our control, such as new legislation and policy changes under the current U.S.

presidential administration, the recent prolonged shutdown of the U.S federal government, geopolitical instabilities or events, natural and other disasters, including severe weather events, health emergencies, acts of terrorism, or other external events;

presidential administration, any shutdown of the U.S federal government, geopolitical instabilities or events, including ongoing conflicts in the Middle East, natural and other disasters, including severe weather events and other climate-related risks, health emergencies, acts of terrorism, or other external events;

• the impact of any potential instability within the U.S.

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• 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, policies, or enforcement priorities of the federal bank regulatory agencies;

• changes in the statutes, regulations, policies, enforcement priorities, or composition of the federal bank regulatory agencies;

• the loss of or decrease in lower-cost funding sources within our deposit base;

• damage verdicts, 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;

• investigations, damage verdicts, 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 any 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;

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• increased competitive challenges and competitive pressure on pricing of our products and services;

• our ability to stay current with rapid technological changes in the financial services industry;

including the use of artificial intelligence, blockchain and digital currencies and related regulatory developments, as well as our ability to assess and monitor the effects of, and risks associated with, the implementation and use of such technology;

• 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, and the increasing sophistication of such attacks and use of targeted tactics against the financial services industry;

• our ability to stay current with rapid technological changes and evolving legal and regulatory requirements in the financial services industry, including developments relating to the use of artificial intelligence, blockchain, and related regulatory developments, as well as our ability to effectively assess and monitor the effects of, and risks associated with, the implementation and use of such technology;

• cyberattacks, ransomware attacks, computer viruses, malware or other cybersecurity incidents that may breach the security of our or our third-party service providers’ 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, and the increasing sophistication of such attacks and use of targeted tactics against the financial services industry;

• any disruption of our systems and network, or those of our third-party service providers, resulting from events that are wholly or partially beyond our control, including, for example, electrical, telecommunications, or other major service outages, or actions by employees, which may give rise to financial loss or liability;

• 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;

• application of 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;

• unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather and other climate-related risks, pandemics or other public health crises, acts of terrorism or other external events;

• our ability to successfully execute our business plan and strategic initiatives;

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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, 2024.

"Risk Factors" of Valley's Annual Report.

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.

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

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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 September 30, 2025, 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.

At March 31, 2026, 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.

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Company Overview.

At September 30, 2025, Valley had consolidated total assets of approximately $63.0 billion, total net loans of $48.7 billion, total deposits of $51.2 billion and total shareholders’ equity of $7.7 billion.

At March 31, 2026, Valley had consolidated total assets of approximately $64.5 billion, total net loans of $50.2 billion, total deposits of $52.9 billion and total shareholders’ equity of $7.8 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 229 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.

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.

During the third quarter 2025, we continued to strengthen our balance sheet to best perform in the current uncertain economic environment, while also prudently managing the overall risk of our loan portfolio.

The following items, including key balance sheet initiatives, are highlights at September 30, 2025.

• Commercial Real Estate Loan Concentration:

Total commercial real estate loans (including construction loans) totaled $28.7 billion, or 58.2 percent of total loans at September 30, 2025, as compared to $28.8 billion, or 58.4 percent of total loans at June 30, 2025.

The decrease of $142.5 million was mostly due to the targeted runoff of transactional commercial real estate loans.

As a result, our CRE loan concentration ratio declined to approximately 337 percent at September 30, 2025 from 349 percent at June 30, 2025.

Our current balance sheet goal is a continued gradual reduction of the CRE loan concentration ratio and to maintain the ratio below 350 percent through December 31, 2025.

During the first quarter 2026, we continued to expand our business and grow the balance sheet in a responsible manner to best perform in the current uncertain economic environment, while also prudently managing the overall risk of our loan portfolio.

The following items are highlights at March 31, 2026.

Total deposit balances increased $676.5 million to $52.9 billion at March 31, 2026 as compared to $52.2 billion at December 31, 2025.

During the quarter, our direct customer deposits increased $955.0 million, which enabled the net reduction of $278.5 million of indirect (brokered) customer deposits.

Direct customer deposit growth was driven by strength in the savings, NOW and money market deposit category primarily as a result of new commercial and online customer deposits.

Non-Interest bearing deposits also increased $95.5 million reflecting inflows from both commercial and retail customers during the first quarter 2026.

See the "Deposits and Other Borrowings" section for more details.

Total loans increased $692.1 million, or 5.5 percent on an annualized basis, to $50.8 billion at March 31, 2026 from December 31, 2025 mostly due to increases of $466.0 million and $142.6 million in total commercial real estate loans and commercial and industrial loans, respectively.

New owner occupied loans continued to drive a disproportionate amount of growth within the commercial real estate loan portfolio during the first quarter 2026 while loan originations from a range of relationship-driven small to midsize clients contributed to the increase in commercial and industrial loans at March 31, 2026.

Our CRE loan concentration ratio (defined as total commercial real estate loans held for investment and held for sale, excluding owner occupied loans, as a percentage of total risk-based capital) modestly declined to 329 percent at March 31, 2026 from 333 percent at December 31, 2025.

Based on our current loan growth

targets, we expect a continued gradual reduction of the CRE loan concentration ratio over the remainder of 2026.

See further details of our loan activities under the “Loan Portfolio” section below.

• Allowance for Credit Losses for Loans :

The ACL for loans totaled $598.6 million and $594.0 million at September 30, 2025 and June 30, 2025, respectively, representing 1.21 percent and 1.20 percent of total loans at each respective date.

The increase reflects, among other factors, moderate increases in both the economic forecast and non-economic qualitative reserve components of the ACL for loans and higher specific reserves associated with collateral dependent loans, partially offset by a decline in quantitative reserves in certain loan categories at September 30, 2025.

Given our current projections and credit trends within our loan portfolio, we anticipate the ACL will range between 1.20 percent and 1.25 percent of total loans through December 31, 2025.

The ACL for loans totaled $599.8 million and $596.1 million at March 31, 2026 and December 31, 2025, respectively, representing 1.18 percent and 1.19 percent of total loans at each respective date.

Given our current projections for loan growth and credit trends within our loan portfolio, we do not anticipate a material change in the ACL for loans as a percentage of total loans during the remainder of 2026.

However, we can provide no assurance that our actual future ACL for loans required under our CECL methodology will not increase as a percent of total loans due to the uncertain nature of our assumptions or other factors.

See the “Allowance for Credit Losses for Loans" section for additional information.

• Credit Quality:

Net loan charge-offs totaled $14.6 million for the third quarter 2025 as compared to $37.8 million and $42.9 million for the second quarter 2025 and third quarter 2024, respectively.

Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) decreased $114.4 million to $84.8 million, or 0.17 percent of total loans, at September 30, 2025 as compared to $199.2 million, or 0.40 percent of total loans, at June 30, 2025.

Non-accrual loans totaled $421.5 million, or 0.86 percent of total loans, at September 30, 2025 as compared to $354.4 million, or 0.72 percent of total loans, at June 30, 2025.

The increase in non-accrual loans was mostly due to three new non-performing CRE and construction loans totaling $67.0 million.

These loans are largely well-collateralized and have total allocated reserves of $8.8 million within the ACL for loans at September 30, 2025.

Net loan charge-offs totaled $17.5 million for the first quarter 2026 as compared to $22.6 million and $41.9 million for the fourth quarter 2025 and first quarter 2025, respectively.

Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) decreased $13.4 million to $127.9 million, or 0.25 percent of total loans, at March 31, 2026 as compared to $141.3 million, or 0.28 percent of total loans, at December 31, 2025.

Non-accrual loans totaled $432.6 million, or 0.85 percent of total loans, at March 31, 2026 as compared to $433.9 million, or 0.87 percent of total loans, at December 31, 2025.

See the “Non-Performing Assets” section for additional information.

• Liquid Assets:

Our liquid assets totaled $5.7 billion at September 30, 2025, representing 9.9 percent of interest earning assets, as compared with $5.4 billion, or 9.3 percent of interest earning assets at June 30, 2025.

Our liquid assets totaled $5.6 billion at March 31, 2026, representing 9.4 percent of interest earning assets, as compared with $6.1 billion, or 10.3 percent of interest earning assets at December 31, 2025.

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 deposit balances increased $450.5 million to $51.2 billion at September 30, 2025 as compared to $50.7 billion at June 30, 2025 mainly due to deposit inflows from commercial customer and government deposits in the savings, NOW and money market deposit category during the third quarter 2025, partially offset by a $629.9 million decline in indirect customer deposits.

Non-interest bearing deposits were $11.7 billion at both September 30, 2025 and June 30, 2025.

See the "Deposits and Other Borrowings" section below for more details.

• Investment Securities:

Total investment securities increased $231.7 million to $7.7 billion, or 12.3 percent of total assets, at September 30, 2025 as compared to June 30, 2025 mainly due to targeted purchases of residential mortgage backed securities and, to a lesser extent, corporate debt and U.S.

Treasury securities that were classified as AFS during the third quarter 2025.

See the “Investment Securities Portfolio” section for more details.

• Regulatory Capital and Shareholders' Equity:

Total shareholders' equity increased $120.0 million to $7.7 billion at September 30, 2025 as compared to June 30, 2025.

Valley's total risk-based capital, common equity Tier 1 capital, Tier 1 capital and Tier 1 leverage capital ratios were 13.83 percent, 11.00 percent, 11.72 percent, and 9.52 percent, respectively, at September 30, 2025 as compared to 13.67 percent, 10.85 percent, 11.57 percent and 9.49 percent, respectively, at June 30, 2025.

During the third quarter 2025, we repurchased 1.3 million shares of our common stock at an average price of $9.39 under our current stock repurchase plan.

During the nine months ended September 30, 2025, we repurchased a total of 1.8 million shares of our common stock at an average price of $9.18 under this plan.

We expect Valley's common equity Tier 1 capital to remain at approximately 11 percent through December 31, 2025.

Total shareholders' equity increased $20.7 million to $7.8 billion at March 31, 2026 as compared to December 31, 2025.

Valley's total risk-based capital, CET1 (common equity Tier 1) capital, Tier 1 capital and Tier 1 leverage capital ratios were 13.66 percent, 10.91 percent, 11.60 percent, and 9.56 percent, respectively, at March 31, 2026 as compared to 13.77 percent, 10.99 percent, 11.69 percent and 9.63 percent, respectively, at December 31, 2025.

During the first quarter 2026, we repurchased a total of 4.0 million shares of our common stock at an average price of $12.95 under our current stock repurchase plan.

Currently, we expect that Valley's CET1 capital ratio will remain at the mid to high end of the 10.50 to 11.00 percent range previously disclosed in Valley's Annual Report through December 31, 2026.

See the "Capital Adequacy" section below for more information.

Quarterly Results.

Net income for the third quarter 2025 was $163.4 million, or $0.28 per diluted common share, as compared to $97.9 million, or $0.18 per diluted common share, for the third quarter 2024.

Net income for the first quarter 2026 was $163.9 million, or $0.28 per diluted common share, as compared to $106.1 million, or $0.18 per diluted common share, for the first quarter 2025.

The $57.8 million increase in quarterly net income as compared to the same quarter one year ago was mainly due to the following changes:

• a $35.7 million increase in net interest income mainly driven by lower interest rates on most interest bearing deposit products in the third quarter 2025 and additional interest income from investment security purchases, partially offset by lower yields on adjustable-rate loans and a decline in average loans;

• a $55.9 million decrease in our provision for credit losses partly due to a decline in the impact of specific reserves for collateral dependent commercial loans and the comparative change in quantitative reserves on a linked quarter basis;

• a $4.2 million increase in non-interest income that was driven by increases in several categories, including net gains on sales of loans, service charges on deposit accounts and capital markets income, partially offset by a decline in income from litigation settlements.

• a $51.4 million increase in net interest income mainly driven by lower interest rates on most interest bearing deposit products and higher average loan and investment securities balances for the first quarter 2026, partially offset by lower yields largely on adjustable-rate loans;

• a $41.4 million decrease in our provision for credit losses mostly due to improved actual and expected performance within the loan portfolio as compared to one year ago;

• a $10.5 million increase in non-interest income that was mainly driven by increases in capital markets income and service charges on deposit accounts.

Which were partially offset by:

• a $12.5 million increase in non-interest expense primarily due to increases in salary and employee benefits expense, professional and legal fees and amortization of tax credit investments, partially offset by lower FDIC insurance assessment and net occupancy expenses;

• a $17.8 million increase in income taxes mainly due to higher pre-tax income, partially offset by our increased investment in tax credits.

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 third quarter 2025 results.

• a $33.3 million increase in non-interest expense primarily due to increased investments in talent (largely focused in the commercial and consumer banking and technology areas) and transformation of our business operations and technology, as well as higher tax credit amortization;

• a $12.2 million increase in income taxes mainly due to higher pre-tax income, partially offset by increased investments in tax credits.

Economic Conditions.

During the third quarter 2025, real GDP increased at an estimated annual rate of 3.8 percent as compared to an increase of 3.0 percent during the second quarter 2025.

The third quarter increase from the second quarter 2025 was driven by several factors, including but not limited to consumer spending, decreased imports, and technology related business investment.

While core inflation moderately increased during the third quarter 2025, it still came in slightly below most forecasts.

Overall, the rate of inflation has increased to 3.0 percent in the third quarter 2025 as compared to 2.7 percent for the second quarter 2025.

Over the last four months of 2024 at its FOMC meetings, the Federal Reserve lowered the target range for the federal funds rate from 5.25 – 5.50 percent to 4.25 – 4.50 percent.

This range held steady until the FOMC lowered the target range to 4.00 – 4.25 percent in September 2025 and again to a range of 3.75 - 4.00 percent in October 2025 mainly due to a combination of an increase in downside risks to employment in recent months and moderating inflation as compared to forecasts.

Based on the Federal Reserve Chairman's recent comments, the market expectation for another rate cut at the December 2025 meeting has declined from prior forecasts.

The FOMC also indicated that the Federal Reserve will halt the reduction in its asset holdings starting December 1, 2025.

primary concerns of (1) supporting maximum employment and (2) returning inflation to its 2 percent target remain a central focus of any future FOMC interest rate cut and other monetary policy decisions.

During the first quarter 2026, real GDP increased at an estimated annual rate of 1.2 percent as compared to an increase of 0.5 percent during the fourth quarter 2025.

The first quarter 2026 increase from the fourth quarter 2025 was driven by several factors, including but not limited to consumer spending, decreased imports, and technology related business investment.

Overall, the rate of inflation has decreased to 2.7 percent in the first quarter 2026 as compared to 2.8 percent for the fourth quarter 2025.

While core inflation moderately increased during the first quarter 2026, it still came in slightly below most forecasts.

In March 2026, the FOMC maintained the target range for the federal funds rate at 3.50 - 3.75 percent, unchanged from December 2025, citing elevated inflation and an uncertain economic outlook related to the conflict in the Middle East.

The Committee did not indicate that additional rate cuts are expected in 2026.

The 10-year U.S.

Treasury note yield ended the third quarter 2025 at 4.16 percent, or 8 basis points lower as compared to the second quarter 2025, and the 2-year U.S.

Treasury note yield ended the third quarter 2025 at 3.60 percent, or 12 basis points lower as compared to the second quarter 2025.

The third quarter 2025 economic outlook remained pressured by the ongoing instability of U.S.

tariff policies and trade discussions, continued geopolitical strains, tighter immigration measures, slowing labor markets, and the prolonged U.S.

federal government shutdown combined with persistent concerns about the federal deficit.

Additionally, inflation and fiscal uncertainty have kept recession risks elevated in analysts’ forecasts, and banks continue to face a difficult operating climate.

As a result of these factors, many market analysts have increased the likelihood of a recession in their forecast for the coming year, and foresee an overall challenging bank operating environment.

If these trends continue or worsen, they could negatively impact our banking clients and financial performance, as noted elsewhere in this MD&A.

Treasury note yield ended the first quarter 2026 at 4.30 percent, or 12 basis points higher as compared to the fourth quarter 2025, and the 2-year U.S.

Treasury note yield ended the first quarter 2026 at 3.79 percent, or 32 basis points higher as compared to the fourth quarter 2025.

Total loans and leases for U.S.

commercial banks increased 2.2 percent in the first quarter 2026 compared to 1.6 percent in the fourth quarter 2025.

Commercial and industrial loans increased by 3.0 percent, while commercial real estate loans increased 0.7 percent from the fourth quarter 2025 to first quarter 2026.

Overall, most banks reported easing of underwriting standards on commercial real estate loans and a tightening of standards on commercial and industrial loans.

The economic outlook during the first quarter of 2026 continued to be affected by uncertainty related to U.S.

trade and tariff policies, ongoing geopolitical developments, elevated federal deficits, and a moderating labor market.

Although certain measures of inflation showed signs of easing, volatility in energy prices and policy‑driven cost pressures contributed to continued uncertainty regarding the economic and interest rate environment.

These conditions have contributed to a cautious outlook among market participants and analysts and remain a source of pressure on the operating environment for banking institutions.

Should these conditions persist or deteriorate, they could adversely affect our customers, market conditions, and financial results, as discussed elsewhere in this MD&A.

Deposits and Other Borrowings

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Our cumulative deposit beta in the interest rate increase cycle (between December 31, 2021 and June 30, 2024) was approximately 58 percent.

Our cumulative deposit beta in this current interest rate decrease cycle (between June 30, 2024 and September 30, 2025) was 47 percent as compared to 51 percent (between June 30, 2024 and June 30, 2025) one quarter ago.

The decline of our cumulative deposit beta in the third quarter 2025 as compared to the second quarter 2025 was mainly driven by one additional day in the third quarter and a modest increase in the cost of newly originated customer deposits.

These factors were partly mitigated by our ongoing efforts to reduce interest rates on existing customer deposits.

See the "Net Interest Income" section for additional details on the changes in our cost of deposits during the third quarter 2025.

Total average deposits increased by $1.3 billion to $51.2 billion for the third quarter 2025 as compared to the second quarter 2025.

Average savings, NOW and money market deposits increased $554.4 million to $27.0 billion for the third quarter 2025 as compared to the second quarter 2025 mainly due to deposit inflows from commercial customer and government deposit accounts.

Average time deposit balances increased $501.7 million from the second quarter 2025 largely due to new direct retail customer CDs from promotional offerings over the last six month period.

Average non-interest bearing deposits increased $204.0 million to $11.5 billion for the third quarter 2025 as compared to the second quarter 2025 mostly due to normal fluctuations in commercial customer deposit balances.

The Federal Reserve started an interest rate decrease cycle during the third quarter 2024.

Our cumulative deposit beta in this current interest rate decrease cycle (between June 30, 2024 and March 31, 2026) was 52 percent.

Our cumulative deposit beta for the first quarter 2026 was 67 percent.

The beta in the first quarter 2026 was mainly driven by a full quarter’s impact of the Federal Reserve's rate cuts in October and November 2025 and our ability to broadly reduce costs of interest bearing deposit products coupled with the changes in the mix of deposit balances discussed further below.

See the "Net Interest Income" section for additional details on the changes in our cost of deposits during the first quarter 2026.

Total average deposits increased by $1.0 billion to $52.4 billion for the first quarter 2026 as compared to the fourth quarter 2025.

Average savings, NOW and money market deposits increased $1.3 billion to $29.2 billion for the first

quarter 2026 as compared to the fourth quarter 2025 largely due to additional deposits generated from commercial, online and governmental deposit accounts.

Average non-interest bearing deposits also modestly increased $25.2 million to $11.9 billion for the first quarter 2026 as compared to the fourth quarter 2025.

Average time deposit balances decreased $326.5 million from the fourth quarter 2025 mainly due to repayment of higher cost maturing brokered CDs mainly throughout the fourth quarter 2025 and increased funding produced by the other core deposit categories over the last six month period.

Average non-interest-bearing deposits;

savings, NOW and money market deposits;

and time deposits represented approximately 22 percent, 53 percent, and 25 percent of total deposits for the third quarter 2025, respectively, as compared to 23 percent, 53 percent, and 24 percent of total deposits for the second quarter 2025, respectively .

Actual ending balances for deposits increased $450.5 million to $51.2 billion at September 30, 2025 from June 30, 2025 mainly due to a $1.2 billion increase in savings, NOW and money market deposit balances due to the aforementioned deposit inflows during the third quarter 2025, partially offset by a $616.8 million decrease in time deposits.

The decrease in time deposit balances was mainly driven by the repayment of maturing indirect customer CDs during the third quarter 2025.

Total indirect customer deposits (consisting of brokered time and money market deposits) totaled $5.8 billion and $6.5 billion at September 30, 2025 and June 30, 2025, respectively.

Non-interest bearing deposits were approximately $11.7 billion at both September 30, 2025 and June 30, 2025 and remained relatively stable across our customer base during the third quarter 2025.

and time deposits represented approximately 23 percent, 56 percent, and 21 percent of total deposits for the first quarter 2026, respectively, as compared to 23 percent, 54 percent, and 23 percent of total deposits for the fourth quarter 2025, respectively.

Actual ending balances for deposits increased $676.5 million to $52.9 billion at March 31, 2026 from December 31, 2025 mainly due to additional commercial and online customer deposit balances within the savings, NOW and money market deposit category.

Non-interest bearing deposits increased $95.5 million to $12.3 billion at March 31, 2026 as compared to December 31, 2025 largely driven by deposit inflows from a blend of commercial and retail customers during the first quarter 2026.

Total indirect customer deposits (consisting of brokered time and money market deposits) totaled $5.1 billion and $5.4 billion at March 31, 2026 and December 31, 2025, respectively.

The decrease in indirect customer deposits from December 31, 2025 was mainly related to lower brokered money market deposit balances at March 31, 2026 and increased inflows from direct customer deposits.

Non-interest bearing deposits;

savings, NOW and money market deposits;

and time deposits represented approximately 23 percent, 53 percent and 24

percent of total deposits as of September 30, 2025, respectively, as compared to 23 percent, 52 percent and 25 percent of total deposits as of June 30, 2025, respectively.

The following table summarizes CDs included in time deposits in excess of the FDIC insurance limit by maturity at September 30, 2025:

September 30, 2025

and time deposits represented approximately 23 percent, 55 percent and 22 percent of total deposits at both March 31, 2026 and December 31, 2025.

The following table summarizes CDs included in time deposits in excess of the FDIC insurance limit by maturity at March 31, 2026:

March 31, 2026

(in thousands)

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Total $ 2,714,730

Total estimated uninsured deposits, excluding collateralized government deposits and intercompany deposits (i.e., deposits eliminated in consolidation), totaled approximately $13.7 billion, or 27 percent of total deposits, at September 30, 2025 as compared to $13.1 billion, or 26 percent of total deposits, at June 30, 2025.

We gathered approximately $1 billion of core deposits during the third quarter 2025 mostly through commercial channels reflecting our proactive business development efforts and the continued success of our treasury management sales efforts.

While we maintained a diversified commercial and consumer deposit base at September 30, 2025, deposit gathering initiatives and our current direct customer deposit base could be challenged due to market competition, attractive non-deposit investment alternatives in the financial markets and other factors.

As a result, we cannot guarantee that we will be able to maintain deposit levels at or near those reported at September 30, 2025.

Total estimated uninsured deposits, excluding collateralized government deposits and intercompany deposits (i.e., deposits eliminated in consolidation), totaled approximately $15.0 billion, or 28 percent of total deposits, at March 31, 2026 as compared to $14.6 billion, or 28 percent of total deposits, at December 31, 2025.

We currently expect our total deposits to grow for the full year of 2026 to be near the high end of the 5 to 7 percent range previously disclosed in Valley's Annual Report.

While we maintained a diversified commercial and consumer deposit base at March 31, 2026, deposit gathering initiatives and our current deposit base could be unexpectedly challenged due to increased market competition, changes in customer behavior, including attractive non-deposit investment alternatives, and other factors.

As a result, we cannot guarantee that we will be able to increase or maintain deposit levels at or near those reported at March 31, 2026.

Management continuously monitors liquidity and all available funding sources, including non-deposit borrowings discussed below.

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The following table presents average short-term and long-term borrowings for the periods indicated :

Three Months Ended Nine Months Ended

September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

(in thousands)

9 unchanged sentences

Total $ 2,849,479 $ 2,964,587 $ 3,006,331

Average short-term borrowings for the third quarter 2025 decreased $107.3 million from the second quarter 2025 and increased $7.9 million from the third quarter 2024.

The decrease from the second quarter 2025 was mainly due to the maturity and repayment of FHLB advances.

Average long-term borrowings (including junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition) decreased $184.9 million and $363.5 million as compared to t he second quarter 2025 and third quarter

2024, respectively.

The decrease as compared to the second quarter 2025 was mainly due to the redemption of $215.0 million of subordinated notes during June 2025.

The decrease compared to the third quarter 2024 was mostly due to maturity and repayment of $273.0 million of FHLB advances in January 2025 and the aforementioned subordinated notes redeemed in June 2025.

Actual ending balances of short-term borrowings decreased $111.2 million to $51.1 million at September 30, 2025 from June 30, 2025 largely due to the repayment of $100 million of maturing short-term FHLB advances.

Long-term borrowings totaled $2.9 billion at September 30, 2025 and remained relatively unchanged compared to June 30, 2025.

Average short-term borrowings for the first quarter 2026 decreased $22.5 million from the fourth quarter 2025 and decreased $235.8 million from the first quarter 2025.

The decreases from the fourth quarter 2025 and first quarter 2025 were mainly driven by the maturity and repayment of FHLB advances and a decline in average federal funds purchased balances during the first quarter 2026.

Average long-term borrowings (including junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition) decreased $115.1 million and $156.9 million as compared to the fourth quarter 2025 and first quarter 2025, respectively.

The decrease from the fourth quarter 2025 was mainly due to the maturity and repayment of FHLB advances.

The decrease as compared to the first quarter 2025 was primarily driven by a full redemption of $215.0 million of our subordinated notes in June 2025.

Actual ending balances of short-term borrowings decreased $27.6 million to $63.9 million at March 31, 2026 from December 31, 2025 mainly due to a moderate decrease in securities sold under repurchase agreements.

Long-term borrowings decreased $347.7 million to $2.6 billion at March 31, 2026 as compared to $2.9 billion at December 31, 2025 due to the maturity and repayment of FHLB advances.

Non-GAAP Financial Measures

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Selected Performance Indicators ($ in thousands)

7 unchanged sentences

Return on average shareholders' equity, as adjusted 8.60 5.69

Return on average tangible shareholders' equity (ROATE) 11.59 8.06 9.68 7.40

ROATE, as adjusted 11.64 7.97 9.73 7.50

Return on average tangible common shareholders’ equity (ROATCE) 11.56 8.11

ROATCE, as adjusted 11.92 8.11

Efficiency ratio, as adjusted 53.10 55.87

September 30,

2026 December 31,

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

1 unchanged sentence

Non-GAAP adjustments:

Loss on extinguishment of debt — — 922 —

FDIC special assessment (1)

(3,817) — (3,817) 8,757

Net losses on the sale of commercial real estate loans (2)

— 5,794 — 5,794

Restructuring charge (1)

3,854 — 4,654 954

Litigation reserve (2)

1,012 — 1,012 —

(Gains) losses on available for sale and held to maturity debt securities, net (5)

(28) 1 (17) 12

Litigation settlements (6)

— (7,334) — (7,334)

Gain on sale of commercial premium finance lending division (7)

— — — (3,629)

Losses on available for sale and held to maturity debt securities, net (3)

Total non-GAAP adjustments to net income $ 6,961 $ 11

Income tax adjustments related to non-GAAP adjustments (4)

(288) 437 (765) (1,269)

Net income, as adjusted (non-GAAP) $ 168,890 $ 106,066

Represents the change in estimated special assessment losses included in the FDIC insurance assessment expense.

Represents actual and mark to market losses on bulk performing commercial real estate loan sales included in gains (losses) on sales of loans, net.

Represents severance expense related to workforce reductions within salary and employee benefits expense.

Represents legal reserves and settlement charges included in professional and legal fees.

Represents the change in legal reserves and settlement charges included in professional and legal fees.

Included in gains on securities transactions, net.

Represents recoveries from legal settlements included in other income.

Included in other income within non-interest income.

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 overall level of net gains on sales of loans, wealth management and trust fees, and capital markets income.

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.

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 overall level of capital markets fees, wealth management and trust fees, and net gains on sales of loans.

These amounts can vary widely from period to period due to, among other factors, commercial loan customer demand for certain interest rate swap products, brokerage and tax credit investment advisory activities and the amount and timing of residential mortgage loans originated for sale.

See the “Non-Interest Income” section below for more details.

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

2 unchanged sentences

Annualized return on average shareholders' equity, as adjusted (non-GAAP) 8.60 % 5.69 %

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:

ROATCE and adjusted ROATCE are computed by dividing net income and adjusted net income (excluding intangible amortization, net of tax), respectively, by average tangible common shareholders’ equity calculated, as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

Net income, as reported (GAAP) $ 163,355 $ 97,856 $ 402,580 $ 264,560

Net income, as adjusted (non-GAAP) $ 164,088 $ 96,754 $ 404,569 $ 267,845

Net income available to common shareholders, as reported (GAAP) $ 156,696 $ 99,103

Amortization of other intangible assets (net of tax), other than loan servicing rights 4,746 5,619

Net income available to common shareholders excluding intangible amortization (GAAP) 161,442 104,722

Average shareholders’ equity (GAAP) $ 7,855,550 $ 7,458,177

Average goodwill and other intangible assets (GAAP) 1,980,434 2,008,692 1,987,242 2,016,790

Average tangible shareholders’ equity (non-GAAP) $ 5,636,376 $ 4,853,863 $ 5,546,418 $ 4,764,232

Annualized ROATE (non-GAAP) 11.59 % 8.06 % 9.68 % 7.40 %

Annualized ROATE, as adjusted (non-GAAP) 11.64 % 7.97 % 9.73 % 7.50 %

Average preferred shareholders equity 354,345 354,345

Average goodwill and other intangible assets 1,858,851 1,859,614

Average intangible assets (net of deferred tax liability), other than loan servicing rights 57,080 76,167

Average tangible common shareholders' equity (non-GAAP) $ 5,585,274 $ 5,168,051

ROATCE (non-GAAP) 11.56 % 8.11 %

Net income available to common shareholders, as adjusted (non-GAAP) $ 161,673 $ 99,111

Amortization of other intangible assets (net of tax), other than loan servicing rights 4,746 5,619

Net income available to common shareholders excluding intangible amortization (non-GAAP) 166,419 104,730

Average tangible common shareholders' equity (non-GAAP) $ 5,585,274 $ 5,168,051

ROATCE, as adjusted (non-GAAP) 11.92 % 8.11 %

The efficiency ratio is computed as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

Total non-interest expense, as reported (GAAP) $ 309,926 $ 276,618

Loss on extinguishment of debt (pre-tax) — — 922 —

FDIC special assessment (pre-tax) (1)

(3,817) — (3,817) 8,757

Restructuring charge (pre-tax) (1)

3,854 — 4,654 954

Amortization of tax credit investments (pre-tax) 16,014 9,320

Litigation reserve (pre-tax) (2)

1,012 — 1,012 —

Total non-interest expense, as adjusted (non-GAAP) $ 286,961 $ 267,298

1 unchanged sentence

Total non-interest income, as reported (GAAP) 68,836 58,294

Net losses on the sale of commercial real estate loans (pre-tax) (4)

— 5,794 — 5,794

(Gains) losses on available for sale and held to maturity debt securities, net (pre-tax) (5)

(28) 1 (17) 12

Litigation settlements (pre-tax) (6)

— (7,334) — (7,334)

Gain on sale of commercial premium finance lending division (pre-tax) (7)

— — — (3,629)

Losses on available for sale and held to maturity debt securities, net (pre-tax) (3)

Gross operating income, as adjusted (non-GAAP) $ 540,371 $ 478,410

Efficiency ratio (non-GAAP) 53.10 % 55.87 %

Represents the change in estimated special assessment losses included in the FDIC insurance assessment expense.

Represents severance expense related to workforce reductions within salary and employee benefits expense.

Represents legal reserves and settlement charges included in professional and legal fees.

Represents actual and mark to market losses on bulk performing commercial real estate loan sales included in gains (losses) on sales of loans, net.

Represents the change in legal reserves and settlement charges included in professional and legal fees.

Included in gains on securities transactions, net.

Represents recoveries from legal settlements included in other income.

Included in other income within non-interest income.

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:

September 30,

2026 December 31,

8 unchanged sentences

Net Interest Income

Net interest income on a tax equivalent basis of $447.5 million for the third quarter 2025 increased $13.8 million compared to the second quarter 2025 and increased $35.7 million as compared to the third quarter 2024.

Interest income on a tax equivalent basis increased $21.9 million to $828.2 million for the third quarter 2025 as compared to the second quarter 2025.

The increase was mostly driven by (i) higher yields on most new loan originations, (ii) increases in average loans and taxable investments and (iii) one additional day in the third quarter 2025.

Total interest expense increased $8.1 million to $380.7 million for the third quarter 2025 as compared to the second quarter 2025.

The increase was largely due to a $1.1 billion increase in average interest bearing deposit balances, partially offset by the positive impact of the early redemption of $115 million of subordinated notes on June 15, 2025, lower utilization of short-term FHLB borrowings and the repayment of higher-cost indirect customer deposits throughout the third quarter 2025.

Average interest earning assets increased $971.5 million to $58.6 billion for the third quarter 2025 as compared to the third quarter 2024 mainly due to a $1.5 billion increase in average taxable investments largely resulting from purchases of residential mortgage-backed securities classified as available for sale over the past 12 months and, to a lesser extent, higher excess liquidity held in overnight interest-bearing deposits with banks.

These items were partially offset by a $856.1 million decrease in average loan balances mostly caused by our strategic efforts to reduce the level of transactional commercial real estate loans in our portfolio.

Compared to the second quarter 2025, average interest earning assets increased by $1.1 billion during the third quarter 2025.

The increase was primarily driven by increases of $663.6 million, $238.2 million, and $171.5 million in average overnight interest bearing cash, loans and taxable investment balances, respectively.

Average interest bearing liabilities increased $20.7 million to $42.7 billion for the third quarter 2025 as compared to the third quarter 2024 primarily due to an increase of $376.3 million in average interest bearing deposits, partially offset by a decrease of $363.5 million in long-term borrowings.

As compared to the second quarter 2025, average interest bearing liabilities increased by $763.9 million for the third quarter 2025 largely due to an increases in both average savings, NOW and money market and time deposit balances, partially offset by lower long and short-term average FHLB advances and the redemption of certain subordinated notes in June 2025.

Net interest income on a tax equivalent basis of $472.8 million for the first quarter 2026 increased $6.7 million and $51.4 million compared to the fourth quarter 2025 and the first quarter 2025, respectively, largely resulting from a decline in the cost of average deposits and, to a lesser extent, lower average long-term borrowings and additional interest income from higher average overnight interest bearing cash balances.

Interest income on a tax equivalent basis decreased $13.0 million to $804.0 million for the first quarter 2026 as compared to the fourth quarter 2025.

The decrease was mostly the result of two fewer days in the first quarter 2026 and downward repricing of adjustable rate loans, partially offset by the additional interest income from interest bearing cash balances in the first quarter 2026.

Total interest expense decreased $19.7 million to $331.2 million for the first quarter 2026 as compared to the fourth quarter 2025.

The decrease was mainly the result of lower costs on most interest bearing deposit products and the maturity and repayment of higher-cost time deposits as well as certain long-term borrowings during the first quarter 2026.

Average interest earning assets increased $2.8 billion to $59.7 billion for the first quarter 2026 as compared to the first quarter 2025 largely due to growth in our loan and investment securities portfolios over the last 12 month period.

Compared to the fourth quarter 2025, average interest earning assets increased by $1.0 billion during the

first quarter 2026.

The increase was primarily driven by the commercial loan growth and higher levels of excess overnight interest bearing cash balances during the first quarter 2026 supported by funding from solid growth in direct customer deposits.

Average interest bearing liabilities increased $2.1 billion and $848.6 million to $43.4 billion for the first quarter 2026 as compared to the first and fourth quarters 2025, respectively.

These increases were primarily due to higher average savings, NOW and money market deposits driven by strong deposit inflows from commercial customers, partially offset lower time deposit balances and average FHLB advances within both long- and 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 3.05 percent for the third quarter 2025 increased by 4 basis points from 3.01 percent for the second quarter 2025 and increased 19 basis points from 2.86 percent for the third quarter 2024.

The increase as compared to the second quarter 2025 was mostly due to the 5 basis point increase in the yield on average interest earning assets largely caused by higher interest rates on most new loan originations in the third quarter 2025 and higher yielding investment purchases during the last six months, which were both partially offset by our elevated cash position.

The overall cost of average interest bearing liabilities increased 1 basis points to 3.57 percent for the third quarter 2025 as compared to the second quarter 2025 mostly due to a 4 basis point increase in the cost of non-maturity interest bearing deposits, partially offset by a lower overall cost of time deposits mostly driven by the repayment of indirect customer CD maturities.

Our cost of total average deposits was 2.69 percent for the third quarter 2025 as compared to 2.67 percent and 3.25 percent for the second quarter 2025 and the third quarter 2024, respectively.

In Valley's Annual Report, we provided guidance that we anticipated net interest income growth of approximately 9 to 12 percent for the full year of 2025 as compared to $1.6 billion reported for 2024.

Based upon our current projections, we now expect 8 percent growth in our net interest income for 2025 largely due to lower anticipated loan growth of approximately 2 percent for same period.

Our forecasts include additional assumptions and, therefore, we cannot provide any assurances that our future net interest income or margin will meet our current estimates or remain near the levels reported for the third quarter 2025.

Net interest margin on a tax equivalent basis of 3.17 percent for the first quarter 2026 remained unchanged as compared to the fourth quarter 2025 and increased 21 basis points from 2.96 percent for the first quarter 2025.

The yield on average interest earning assets decreased by 17 basis points to 5.39 percent on a linked quarter basis largely due to downward repricing of our adjustable rate loans and the lower yield on overnight interest bearing cash balances, partially offset by the higher level of yields on new loans and investment securities during the first quarter 2026.

The overall cost of average interest bearing liabilities decreased by 24 basis points to 3.06 percent for the first quarter 2026 as compared to the fourth quarter 2025 largely due to disciplined management of our deposit pricing in the current market environment and rotation towards lower-cost core customer deposits.

Our cost of total average deposits was 2.27 percent for the first quarter 2026 as compared to 2.45 percent and 2.65 percent for the fourth quarter 2025 and first quarter 2025, respectively.

We currently anticipate net interest income growth for the full year of 2026 to be at the high end of the 11 to 13 percent range previously disclosed in Valley's Annual Report.

The net interest margin is expected to exceed 3.30 percent by the end of 2026 as we continue to benefit from loan growth and repricing.

While we are optimistic about the projected net interest income for the remainder of 2026, our forecasts include several uncertain assumptions, including projected loan growth and our ability to decrease funding costs over the next nine months.

Therefore, we cannot provide any assurances that our future net interest income or margin will meet our current estimates or remain near the levels reported for the first quarter 2026.

For a detailed discussion on the risks related to interest rates please refer to Part I, Item 1A.

“Risk Factors” in Valley's Annual Report.

The following table reflects the components of net interest income for the three months ended September 30, 2025, June 30, 2025 and September 30, 2024:

The following table reflects the components of net interest income for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025:

Quarterly Analysis of Average Assets, Liabilities and Shareholders’ Equity and

1 unchanged sentence

Three Months Ended

September 30, 2025 June 30, 2025 September 30, 2024

March 31, 2026 December 31, 2025 March 31, 2025

Balance Interest Average

37 unchanged sentences

3.17 % 3.17 % 2.96 %

The following table reflects the components of net interest income for the nine months ended September 30, 2025 and 2024:

Nine Months Ended

September 30, 2025 September 30, 2024

Average Balance Interest Average Rate Average Balance Interest Average Rate

($ in thousands)

Interest earning assets:

_____________

Taxable investments (3)

7,326,223 217,356 3.96 5,485,564 145,055 3.53

Tax-exempt investments (1)(3)

545,651 17,714 4.33 576,047 18,291 4.23

Interest bearing deposits with banks 835,564 28,255 4.51 823,711 33,969 5.50

Total interest earning assets 57,695,831 2,420,475 5.59 57,016,790 2,526,583 5.91

Allowance for credit losses (588,541) (485,760)

Cash and due from banks 391,109 429,510

Other assets 4,878,016 4,881,831

Unrealized losses on securities available for sale, net (152,033) (167,783)

Total assets $ 62,224,382 $ 61,674,588

Liabilities and shareholders’ equity

Interest bearing liabilities:

Savings, NOW and money market deposits $ 26,605,137 $ 614,532 3.08 % $ 24,886,886 $ 699,474 3.75 %

Time deposits 12,107,648 387,501 4.27 13,384,437 486,248 4.84

Total interest bearing deposits 38,712,785 1,002,033 3.45 38,271,323 1,185,722 4.13

Short-term borrowings 196,958 5,237 3.55 570,419 21,754 5.08

Long-term borrowings (4)

3,037,927 110,680 4.86 3,090,874 109,464 4.72

Total interest bearing liabilities 41,947,670 1,117,950 3.55 41,932,616 1,316,940 4.19

Non-interest bearing deposits 11,367,573 11,188,294

Other liabilities 1,375,479 1,772,656

Shareholders’ equity 7,533,660 6,781,022

Total liabilities and shareholders’ equity $ 62,224,382 $ 61,674,588

Net interest income/interest rate spread (5)

$ 1,302,525 2.04 % $ 1,209,643 1.72 %

Tax equivalent adjustment (3,788) (3,912)

Net interest income, as reported $ 1,298,737 $ 1,205,731

Net interest margin (6)

3.00 % 2.82 %

Tax equivalent effect 0.01 0.01

Net interest margin on a fully tax equivalent basis (6)

3.01 % 2.83 %

_____________

(1) Interest income is presented on a tax equivalent basis using a 21 percent federal tax rate.

8 unchanged sentences

Change in Net Interest Income on a Tax Equivalent Basis

Three Months Ended September 30, 2025

Compared to September 30, 2024 Nine Months Ended September 30, 2025

Compared to September 30, 2024

Volume Change

Change Change

Three Months Ended March 31, 2026

Compared to March 31, 2025

Volume Change

11 unchanged sentences

Long-term borrowings and junior subordinated debentures (1,864) (1,047) (2,911)

Total decrease in interest expense (5,218) (64,134) (69,352) (11,228) (187,762) (198,990)

Total increase (decrease) in interest expense 13,440 (46,888) (33,448)

Total increase in net interest income $ 21,477 $ 29,946 $ 51,423

1 unchanged sentence

Non-Interest Income

Non-interest income represented 12.7 percent and 12.9 percent of total net interest income plus non-interest income for the three months ended September 30, 2025 and 2024, respectively, and 12.5 percent and 12.6 percent for the nine months ended September 30, 2025 and 2024, respectively.

For the three and nine months ended September 30, 2025, non-interest income increased $4.2 million and $12.5 million, respectively, as compared to the same periods in 2024 mainly driven by increases in service charges on deposit accounts, capital markets income and net gains on sales of loans.

Non-interest income represented 12.7 percent and 12.2 percent of total net interest income plus non-interest income for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026, non-interest income increased $10.5 million as compared to the first quarter 2025.

See further details below.

The following table presents the components of non-interest income for the three and nine months ended September 30, 2025 and 2024:

The following table presents the components of non-interest income for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

5 unchanged sentences

Fees from loan servicing 3,218 3,215

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

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

Bank owned life insurance 5,835 4,777

1 unchanged sentence

Total non-interest income $ 68,836 $ 58,294

Capital markets income increased $3.5 million and $6.7 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024.

The increases for both periods were mostly due to fee income growth from higher volumes of (i) interest rate swap transactions related to commercial lending activities and (ii) loan syndication transactions.

Service charges on deposit accounts increased $3.9 million and $8.9 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024 mainly due to additional treasury management service related fees generated from commercial deposit accounts.

Net gains on sales of loans increased $4.4 million and $6.1 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024 mainly due to a $5.8 million mark-to- market loss recognized during the third quarter of 2024 on the transfer of performing commercial real estate loans to loans held for sale.

The net gains in both periods of 2025 were partially offset by a $1.3 million loss realized on the sale of one non-performing commercial real estate loan classified as held for sale during the third quarter 2025.

Bank owned life insurance income increased $2.3 million for the nine months ended September 30, 2025 as compared to the same period in 2024 largely driven by higher returns on the underlying investment securities during most of the 2025 period.

Other non-interest income decreased $7.8 million and $12.2 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024.

The decrease as compared to the third quarter 2024 was mainly due to income from litigation settlements totaling $7.3 million recorded during the third quarter 2024.

The decrease for the nine months ended September 30, 2025 was largely as a result of the aforementioned income from litigation settlements combined with a $3.6 million net gain realized on the sale of our commercial premium finance lending business during the first quarter 2024.

Capital markets income increased $3.4 million for the three months ended March 31, 2026 as compared to the first quarter 2025.

The increase was mostly due to fee income growth from higher volumes of interest rate swap transactions related to commercial lending activities.

Swap fee income totaled $6.4 million and $3.0 million for the three months ended March 31, 2026 as compared to the first quarter 2025.

Service charges on deposit accounts increased $5.5 million for the three months ended March 31, 2026 as compared to the first quarter 2025 mainly due to additional treasury management service related fees generated from commercial deposit accounts.

Bank owned life insurance income increased $1.1 million for the three months ended March 31, 2026 as compared to the first quarter 2025 largely driven by higher death benefits and, to a lesser extent, returns on the underlying investment securities during the first quarter 2026.

For the remainder of 2026, we plan to further leverage the investments that we have made in our treasury solutions, foreign exchange and syndication platforms, and continue to focus on growing revenues from service charges on deposits accounts, interest rate swap transactions and our broker dealer subsidiary.

Non-Interest Expense

Non-interest expense increased $12.5 million and $15.4 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024 mainly due to increases in professional and legal fees, salary and employee benefits expense, and amortization of tax credit investments, partially offset by a decrease in the FDIC insurance assessment expense.

Non-interest expense increased $33.3 million for the three months ended March 31, 2026 as compared to the first quarter of 2025 mainly due to increases in salary and employee benefits expense, professional and legal fees, amortization of tax credit investments and net occupancy expense.

See further details below.

The following table presents the components of non-interest expense for the three and nine months ended September 30, 2025 and 2024:

The following table presents the components of non-interest expense for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

5 unchanged sentences

Professional and legal fees 25,142 15,670

Loss on extinguishment of debt — — 922 —

Amortization of tax credit investments 16,014 9,320

1 unchanged sentence

Total non-interest expense $ 309,926 $ 276,618

Salary and employee benefits expense increased $8.0 million and $13.4 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024.

The increases in both periods were mainly due to salary increases, including the impact of targeted investment in new talent, higher severance and medical insurance related expenses, partially offset by lower stock-based compensation expense.

Severance expense related to workforce reductions totaled $3.9 million and $4.7 million three and nine months ended September 30, 2025, respectively, and $954 thousand for the nine months ended September 30, 2024.

There were no severance charges related to workforce reductions for the three months ended September 30, 2024.

Net occupancy expense decreased $2.1 million for the three months ended September 30, 2025 as compared to the same period in 2024.

The decrease was mainly due to lower rent related expenses and depreciation expense combined with higher rental income.

Technology, furniture and equipment expense decreased $8.4 million for the nine months ended September 30, 2025 as compared to the same period in 2024 mostly driven by a $5.1 million reduction in data processing expenses.

FDIC insurance assessment expense decreased $6.4 million and $14.1 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024.

The decreases mostly reflect the impact of changes in the total estimated expense related to the FDIC special assessment.

Professional and legal fees increased $10.1 million and $11.4 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024.

The increases for both periods were largely due to higher consulting fees related to enhancing our business operating model and other transformation efforts.

Legal fees also increased $3.1 million and $1.5 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024.

Overall, we expect the higher level of professional and legal fees incurred during the third quarter 2025 to continue into the fourth quarter 2025 and, at least, the first half of 2026.

Amortization of tax credit investments increased $2.3 million and $9.4 million for the three and nine months ended September 30, 2025 , respectively, as compared to the same periods in 2024 mainly due to large purchases of tax-advantaged investments over the last twelve months.

Salary and employee benefits expense increased $13.1 million for the three months ended March 31, 2026 as compared to the first quarter 2025 largely due to strategic investments in experienced commercial bankers and specialized technology resources and increased severance, cash incentive compensation and medical insurance related expenses.

Severance expense related to workforce reductions totaled $5.7 million three months ended March 31, 2026.

There was no severance expense related to workforce reductions for the three months ended March 31, 2025.

Net occupancy expense increased $1.3 million for the three months ended March 31, 2026 as compared to the same period in 2025 mainly due to incrementally higher cleaning and maintenance, building repairs and utilities expense.

Technology, furniture and equipment expense increased $2.0 million for the three months ended March 31, 2026 as compared to the first quarter 2025 mostly driven by increases in data processing fees and software licensing costs.

FDIC insurance assessment expense decreased $2.4 million for the three months ended March 31, 2026 as compared to the first quarter 2025.

The decrease was mostly due to a lower assessment rate resulting from a lower level of internally criticized and classified assets and higher cumulative net income since the first quarter 2025.

Professional and legal fees increased $9.5 million for the three months ended March 31, 2026 as compared to the first quarter 2025.

The increase was largely due to higher consulting fees related to enhancing our business operating model and other transformation efforts, as well as $1.2 million of expense related to litigation reserves and settlement charges during the first quarter 2026.

Overall, we expect the level of professional and legal fees to remain elevated during the second quarter 2026 due to ongoing business transformation activities.

Amortization of other intangibles decreased $1.1 million for the three months ended March 31, 2026 as compared to the same period of 2025 mainly due to a normal decline in amortization expense related to core deposits.

Amortization of tax credit investments increased $6.7 million for the three months ended March 31, 2026 as compared to the first quarter 2025 mainly due to additional purchases of tax-advantaged investments over the last 12 month period.

See Note 14 for more details regarding our tax credit investments.

Other non-interest expense increased $5.8 million for the nine months ended September 30, 2025 as compared to the same period in 2024.

The increase was largely due to the fair valuation write-down totaling $2.9 million related to one commercial real estate OREO property and a $2.9 million loss on sale of commercial OREO property.

Income tax expense totaled $46.6 million for the third quarter 2025 as compared to $39.9 million for the second quarter 2025 and $28.8 million for the third quarter 2024.

Our effective tax rate was 22.2 percent, 23.1 percent and 22.7 percent for the third quarter 2025, second quarter 2025 and third quarter 2024, respectively.

The moderate decrease in the effective tax rate for the third quarter 2025 was primarily due to larger investment in tax credits.

Other non-interest expense increased $4.3 million for the three months ended March 31, 2026 as compared to the first quarter 2025 due, in part, to a $3.2 million increase in advertising expense related to Valley's new brand campaign.

Income tax expense totaled $45.3 million for the first quarter 2026 as compared to $26.3 million for the fourth quarter 2025 and $33.1 million for the first quarter 2025.

Our effective tax rate was 21.6 percent, 11.9 percent and 23.8 percent for the first quarter 2026, fourth quarter 2025 and first quarter 2025, respectively.

Our effective tax rate largely normalized during the first quarter 2026 as compared to the linked quarter due to an $11.4 million tax refund benefit realized in the fourth quarter 2025 related to the closure of a federal audit.

The moderate decrease in the effective tax rate for the first quarter 2026 as compared to first quarter 2025 was primarily due to larger investment 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.

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Factors that could impact management’s judgment include changes in income, tax laws and regulations, and tax planning strategies.

On July 4, 2025, the OBBBA was signed into law.

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

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

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

Based on the current information available (exclusive of any discrete events), we anticipate that our effective tax rate will be approximately within the 23 to 24 percent range for the fourth quarter 2025.

Based on the current information available, we anticipate that our effective tax rate will be at the low end of the 23 to 24 percent range previously disclosed in Valley's Annual report for the remainder of 2026.

Operating Segments

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

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

See Note 1 5 to the consolidated financial statements for additional details.

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

Three Months Ended September 30, 2025

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

Three Months Ended March 31, 2026

Banking Commercial

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Net interest margin 2.59 % 3.65 % 1.81 % 3.16 %

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Banking Commercial

23 unchanged sentences

Consumer Banking Segment

The Consumer Banking segment represented 20.0 percent of our loan portfolio at September 30, 2025, 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 11.8 percent of our loan portfolio at September 30, 2025) 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 4.4 percent of total loans at September 30, 2025) is relatively unaffected by movements in the market level of interest rates.

The Consumer Banking segment represented 19.8 percent of our loan portfolio at March 31, 2026, and was mainly comprised of residential mortgage loans and automobile loans, and to a lesser extent, business purpose loans to wealth management clients, 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 11.5 percent of our loan portfolio at March 31, 2026) 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 4.3 percent of total loans at March 31, 2026) is relatively unaffected by movements in the market level of interest rates.

However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles.

Consumer Banking also includes the Wealth Management and Insurance Services Division, comprised of asset management advisory, brokerage, trust, personal and title insurance, tax credit advisory services, and our international and domestic private banking businesses.

Consumer Banking’s average interest earning assets increased $910.3 million to $10.8 billion for the third quarter 2025 as compared to the same period of 2024.

The increase was mostly due to strong growth in our automobile loan portfolio over the last 12-month period and, to a lesser extent, residential mortgage loan growth and an increase in average other consumer loans mainly driven by higher secured personal lines of credit balances.

Consumer Banking’s average interest earning assets increased $1.1 billion to $11.3 billion for the first quarter 2026 as compared to the same period of 2025.

The increase was mostly due to the steady growth in both the residential mortgage and automobile loan portfolios and targeted growth in lending to private banking clients over the last 12-month period.

See additional details in the "Loan Portfolio" section of this MD&A.

Income before income taxes generated by the Consumer Banking segment increased $15.4 million to $30.9 million for the third quarter 2025 as compared to the third quarter 2024.

The increase was mainly driven by an increase in net interest income and, to a lesser extent, a lower provision for credit losses, partially offset by an increase in non-interest expense.

Net interest income for this segment increased $17.9 million mainly due to the aforementioned

growth in average loans coupled with lower funding costs.

The provision for credit losses decreased $2.7 million for the third quarter 2025 as compared to the third quarter 2024 mainly due to the impact of $8.0 million of qualitative reserves related to the estimated impact of Hurricane Helene recorded during the third quarter 2024, and an improvement in the linked quarter change in quantitative reserves of our allowance for credit losses for loans at September 30, 2025 as compared to one year ago.

Non-interest expense increased $7.1 million for the third quarter 2025 largely due to (i) increased salary and employee benefits expense, including higher severance and medical insurance related expenses, and (ii) increased professional and legal fees.

Income before income taxes generated by the Consumer Banking segment increased $145 thousand to $37.5 million for the first quarter 2026 as compared to the first quarter 2025.

Net interest income for this segment increased $16.1 million mainly due to the increase in average loans coupled with a decline in our funding costs.

The provision for credit losses increased $9.9 million to $1.2 million for the first quarter 2026 as compared to negative (credit) provision totaling $8.7 million the first quarter 2025.

The continued low level of the provision during the first quarter 2026 continues to reflect the actual and expected strong credit performance in the residential and consumer loan portfolios.

Non-interest income decreased $3.2 million as compared to the first quarter 2025 largely due to lower trust and investment service fees and insurance commissions.

Non-interest expense increased $2.8 million for the first quarter 2026 largely due to higher professional and legal fees related to business transformation efforts and increased salary and employee benefits expense and medical insurance related expenses.

See further details in the “Non-Interest Income” section of this MD&A.

Net interest margin on the Consumer Banking portfolio increased 50 basis points to 2.35 percent for the third quarter 2025 as compared to the third quarter 2024 mainly due to a 52 basis point decrease in the costs associated with our funding sou rces combined with a 2 basis point decrease in the yield on average loa ns.

The decrease in our funding costs was mainly driven by lower interest rates on most deposit products during the third quarter 2025 as compared to one year ago and the repayment of maturing higher cost time deposits over the last 12-month period.

Net interest margin on the Consumer Banking portfolio increased 35 basis points to 2.59 percent for the first quarter 2026 as compared to the first quarter 2025 mainly due to a 34 basis point decrease in the costs associated with our funding sou rces combined with a 1 basis point increase in the yield on average loans.

The decrease in our funding costs was mainly the result of lower interest rates on most deposit products during the first quarter 2026 as compared to one year ago, as well as the repayment of maturing higher cost time deposits over the last 12-month period.

See the “Net Interest Income” section above for more details on our net interest margin and funding sources.

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.

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.

Commercial and industrial loans totaled approximately $10.8 billion and represented 21.8 percent of the total loan portfolio at September 30, 2025.

Commercial real estate and construction loans totaled $28.7 billion and represented 58.2 percent of the total loan portfolio at September 30, 2025.

Average interest earning assets in the Commercial Banking segment decreased $1.8 billion to $38.4 billion for the third quarter 2025 as compared to the third quarter 2024.

The decrease was mostly due to the bulk sales of certain performing commercial real estate loans during the fourth quarter 2024 and continued runoff of transactional commercial real estate loans, partially offset by strong growth in commercial and industrial loans over the last 12-month period.

Commercial and industrial loans totaled approximately $11.1 billion and represented 21.8 percent of the total loan portfolio at March 31, 2026.

Commercial real estate and construction loans totaled $29.7 billion and represented 58.4 percent of the total loan portfolio at March 31, 2026.

Average interest earning assets in the Commercial Banking segment increased $553.8 million to $39.0 billion for the first quarter 2026 as compared to the first quarter 2025.

The increase was mostly due to solid growth in commercial and industrial loans and, to a lesser extent, owner occupied commercial real estate loans, partially offset by our strategic runoff of certain non-relationship/transactional loans within the commercial real estate portfolio over the last 12-month period.

See additional details in the "Loan Portfolio" section of this MD&A.

Income before income taxes for Commercial Banking increased $58.3 million to $184.7 million for the third quarter 2025 as compared to the same period of 2024 mainly due to a decrease in the provision for credit losses and higher non-interest income.

The provision for credit losses decreased $53.2 million to $15.8 million as compared to the same period in 2024 mainly due to a decline in the impact of net loan charge-offs and the change in quantitative reserves within our allowance for credit losses for loans as compared to one year ago.

Income before income taxes for Commercial Banking increased $74.7 million to $178.9 million for the first quarter 2026 as compared to the same quarter in 2025 mainly due to a decrease in the provision for credit losses combined with higher net interest income and non-interest income.

The provision for credit losses decreased $51.4 million to $20.0 million as compared to the same period in 2025 mostly due to improved actual and expected performance within the loan portfolio as compared to one year ago.

See more information in the “Allowance for Credit Losses for Loans” section of this MD&A.

Non-interest income increased $5.5 million during the third quarter 2025 mainly due to higher service charges on deposit accounts related to treasury management services for commercial deposit customers and an increase in capital markets income.

See further details in the “Non-Interest Income” section of this MD&A.

The net interest margin for this segment increased 18 basis poin ts to 3.62 percent for the third quarter 2025 as compared to the third quarter 2024 due to a 52 basis point decrease in the cost of our funding sources, partially offset by a 34 basis point decrease in the yield on average loans.

Non-interest income increased $12.2 million during the first quarter 2026 mainly due to higher service charges on deposit accounts related to treasury management services and an increase in capital markets income due to higher loan swap fee transaction volumes.

The positive impact of these items was partially offset by $10.9 million increase in non-interest expense, mainly driven by higher professional and legal expenses and incremental increases in other segment items.

See further details in the “Non-Interest Income” and “Non-Interest Expense” sections of this MD&A.

The net interest margin for this segment increased 18 basis poin ts to 3.65 percent for the first quarter 2026 as compared to the first quarter 2025 due to a 34 basis point decrease in the cost of our funding sources, partially offset by a 16 basis point decrease in the yield on average loans caused, in part, by the lower repricing of adjustable interest rate loans.

Treasury and Corporate Other

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Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are allocated from Treasury and Corporate Other to operating segments.

Other non-interest income items and general

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

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

Treasury and Corporate Other's average interest earning assets increased $1.8 billion to $9.4 billion for the third quarter 2025 compared to the third quarter 2024 mostly resulting from additional purchases of residential mortgage-backed securities classified as AFS over the last 12-month period and, to a lesser extent, a $315.1 million increase in average interest bearing cash held in overnight accounts.

For the third quarter 2025 , loss before income taxes totaled $5.6 million compared to $15.2 million of income before taxes for the same period in 2024.

The $9.5 million improvement in the pre-tax loss from the third quarter 2024 was mainly driven by a $15.2 million increase in net interest income primarily resulting from the increase in average taxable investments, partially offset by lower non-interest income.

Non-interest income decreased $3.2 million for the third quarter 2025 as compared to the same period in 2024 mainly due to income from litigation settlements totaling $7.3 million recorded during the third quarter 2024, partially offset by net incremental increases in other non-interest income categories.

Non-interest expense increased $2.4 million to $44.2 million for the third quarter 2025 as compared to the same period in 2024 mainly due to increases in salary and employee benefits expense and the amortization of tax credit investments, partially offset by lower FDIC insurance assessment expense.

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 increased 45 basis points to 1.46 percent for the third quarter 2025 as compared to the third quarter 2024 due to a 52 basis point decrease in the cost of our funding sources, partially offset by a 7 basis point decrease in the yield on average interest earning assets.

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

Nine Months Ended September 30, 2025

Banking Commercial

Banking Treasury and Corporate Other Total

($ in thousands)

Average interest earning assets $ 10,565,249 $ 38,423,144 $ 8,707,438 $ 57,695,831

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

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

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

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

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

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

Non-interest expense

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

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

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

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

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

Loss on extinguishment of debt — — 922 922

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

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

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

Return on average interest earning assets (pre-tax) 1.26 % 1.52 % (0.26) % 1.21 %

Net interest margin 2.31 % 3.55 % 1.45 % 3.00 %

Nine Months Ended September 30, 2024

Banking Commercial

Banking Treasury and Corporate Other Total

($ in thousands)

Average interest earning assets $ 9,848,502 $ 40,282,966 $ 6,885,322 $ 57,016,790

Interest income $ 355,551 $ 1,969,805 $ 197,315 $ 2,522,671

Interest expense 227,475 930,432 159,033 1,316,940

Net interest income 128,076 1,039,373 38,282 1,205,731

Provision (credit) for credit losses 13,899 188,524 (129) 202,294

Net interest income after provision for credit losses 114,177 850,849 38,411 1,003,437

Non-interest income 100,673 56,822 15,804 173,299

Non-interest expense

Salary and employee benefits expense 89,231 296,176 36,071 421,478

Net occupancy expense 13,245 53,314 8,989 75,548

Technology, furniture, and equipment expense 19,024 69,603 11,000 99,627

FDIC insurance assessment 7,606 31,111 8,757 47,474

Professional and legal fees 7,585 36,734 4,202 48,521

Other segment items * 39,159 36,675 58,796 134,630

Total non-interest expense $ 175,850 $ 523,613 $ 127,815 $ 827,278

Income (loss) before income taxes $ 39,000 $ 384,058 $ (73,600) $ 349,458

Return on average interest earning assets (pre-tax) 0.53 % 1.27 % (1.43) % 0.82 %

Net interest margin 1.73 % 3.44 % 0.74 % 2.82 %

Consumer Banking Segment

The Consumer Banking segment's average interest earning assets increased $716.7 million to $10.6 billion for the nine months ended September 30, 2025 as compared to the same period in 2024.

The increase was mostly due to strong growth in our automobile loan portfolio over the last 12-month period and, to a lesser extent, higher average residential mortgage and home equity loan balances.

These increases were partially offset by a moderate decline in average other consumer loans mainly driven by lower secured personal lines of credit balances.

Income before income taxes generated by Consumer Banking increased $61.0 million to $100.0 million for the nine months ended September 30, 2025 as compared to the same period in 2024 and was mainly attributable to an increase in net interest income combined with a lower provision for credit losses, partially offset by an increase in non-interest expense.

Net interest income for this segment increased $54.4 million largely due to the aforementioned growth in average loans coupled with lower funding costs.

The provision for credit losses decreased $18.6 million for the nine months ended September 30, 2025 as compared to the same period in 2024 part ly due to the impact of $8.0 million of qualitative reserves related to the estimated impact of Hurricane Helene recorded during the third quarter 2024 and an a reduction in the impact of our economic forecast component of the allowance for credit losses for loans, amongst other factors.

Non-interest expense increased $15.7 million for the nine months ended September 30, 2025 as compared to the same period in 2024 mostly due to increases in salary and employee benefits expense and professional and legal fees.

See further details in the “Non-Interest Expense” section of this MD&A.

Net interest margin on the Consumer Banking portfolio increased 58 basis points to 2.31 percent for the nine months ended September 30, 2025 as compared to the same period in 2024 mainly due to a 50 basis point decrease in the costs associated with our funding sources coupled with an 8 basis point increase in the yield on average loans .

The decrease in our funding costs was mainly caused by lower interest rates on most deposit products during the nine months ended September 30, 2025, as well as the maturity and repayment of higher cost time deposits.

The 8 basis points increase in loan yield was largely due to higher yielding new loan originations and adjustable rate loans in our portfolio.

See details in the “Net Interest Income” section above for more details on our net interest margin.

The return on average interest earning assets before income taxes for the Consumer Banking segment was 1.26 percent for the nine months ended September 30, 2025 compared to 0.53 percent for the same period in 2024.

Commercial Banking Segment

Average interest earning assets in the Commercial Banking segment decreased $1.9 billion to $38.4 billion for the nine months ended September 30, 2025 as compared to the same period in 2024.

This decrease was mostly due to the bulk sales of certain performing commercial real estate loans during the fourth quarter 2024, as well as continued loan repayment activity within the commercial real estate loan category, partially offset by higher average commercial and industrial loan balances.

For the nine months ended September 30, 2025, income before income taxes for Commercial Banking increased $55.1 million to $439.1 million as compared to the same period in 2024 mainly driven by a decrease in provision for credit losses and higher non-interest income, partially offset by a decrease in net interest income.

The provision for credit losses decreased $64.2 million to $124.3 million during the nine months ended September 30, 2025 as compared to the same period in 2024 mainly due to a decline in the impact of net loan charge-offs in the 2025 period, and improvement in our economic outlook and lower quantitative reserves in certain commercial loan categories at September 30, 2025 as compared to one year ago.

Non-interest income increased $9.8 million as compared to the same period in 2024 mostly due to growth in treasury management service fees on commercial deposit accounts.

Net interest income for this segment decreased $17.7 million to $1.0 billion for the nine months ended September 30, 2025 as compared to the same period in 2024 mainly due to lower average loan balances in this segment, partially offset by lower cost of funding.

See det ails in the “Allowance for Credit Losses for Loans” and “Non-Interest Income” sections of this MD&A.

The net interest margin for this segment increased 11 basis points to 3.55 percent for the nine months ended September 30, 2025 as compared to the same period in 2024, mainly due to a 50 basis point decrease in the cost of our funding sources that was partially offset by a 39 basis point decrease in the yield on average loans.

The return on average interest earning assets before income taxes for the commercial banking segment was 1.52 percent for the nine months ended September 30, 2025 compared to 1.27 percent for the same period in 2024.

Treasury and Corporate Other

Treasury and Corporate Other's average interest earning assets increased $1.8 billion during the nine months ended September 30, 2025 mainly due to an increase of approximately $1.8 billion in average investments mostly due to additional purchases of residential mortgage-backed securities classified as AFS over the last 12-month period.

The loss before income taxes totaled $16.9 million for the nine months ended September 30, 2025 as compared to $73.6 million for the same period in 2024.

The $56.7 million decrease in pre-tax loss was mainly driven by an increase in net interest income.

Net interest income increased $56.3 million as compared to the same period a year ago, which was largely due to the additional interest income generated by higher average taxable investments.

Non-interest expense moderately decreased $1.6 million to $126.3 million for the nine months ended September 30, 2025 as compared to the same period in 2024.

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

U nallocated items included in Treasury and Corporate Other mainly consist of net gains and losses on AFS and HTM securities transactions, amortization of tax credit investments, as well as non-core item, such as corporate restructuring charges.

Treasury and Corporate Other's average interest earning assets increased $1.2 billion to $9.5 billion for the first quarter 2026 compared to the same quarter in 2025 mostly resulting from additional purchases of residential mortgage-backed securities classified as AFS over the last 12-month period combined with a $595.5 million increase in average interest bearing cash held in overnight accounts.

For the first quarter 2026 , loss before income taxes totaled $7.2 million compared to $2.4 million for the same quarter in 2025.

The $4.8 million increase in the pre-tax loss from the first quarter 2025 was mainly driven by an increase in non-interest expense, partially offset by higher net interest income.

Non-interest expense increased $19.6 million to $56.5 million for the first quarter 2026 as compared to the same quarter in 2025 mainly due to increases in salary, including higher severance expenses and medical insurance expense, and the amortization of tax credit investments, and professional and legal fees.

See further details in the “Non-Interest Expense” section of this MD&A.

Treasury and Corporate Other's net interest margin increased 71 basis points to 1.45 percent for the nine months ended September 30, 2025 as compared to the same period in 2024 due to a 50 basis point decrease in cost of our funding sources coupled with a 21 basis point increase in the yield on average investments.

The increase in the yield on average investments as compared to the same period in 2024 was largely driven by the purchases of new higher yielding investments over the last 12-month period.

Net interest income increased $13.3 million for the first quarter 2026 as compared to the same period of 2025 primarily due to additional interest on higher average taxable investments, and, to a lesser extent, average interest bearing cash balances.

Treasury and Corporate Other's net interest margin increased 37 basis points to 1.81 percent for the first quarter 2026 as compared to the first quarter 2025 due to a 34 basis point decrease in the cost of our funding sources and a 3 basis point increase in the yield on average interest earning assets.

ASSET/LIABILITY MANAGEMENT

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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, non-maturity deposit betas, and the prepayment assumptions of certain assets and liabilities as of September 30, 2025.

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 September 30, 2025.

In the model, the forecasted shape of the yield curve remains static as of March 31, 2026.

The impact of interest rate derivatives, such as interest rate swaps, is also included in the model.

Our simulation model is based on market interest rates and prepayment speeds prevalent in the market as of September 30, 2025.

Although the size of Valley’s balance sheet is forecast to remain static as of September 30, 2025, 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 third quarter 2025.

The model utilizes an immediate parallel shift in market interest rates at September 30, 2025.

Our simulation model is based on market interest rates and prepayment speeds prevalent in the market as of March 31, 2026.

Although the size of Valley’s balance sheet is forecast to remain static as of March 31, 2026, 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 first quarter 2026.

The model utilizes an immediate parallel shift in market interest rates at March 31, 2026.

The assumptions used in the net interest income simulation are inherently uncertain.

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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 1.50 percent.

Management believes the interest rate sensitivity of our balance sheet remains within a n expected t olerance range at September 30, 2025.

Management believes the interest rate sensitivity of our balance sheet remains within a n expected t olerance range at March 31, 2026.

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.

7 unchanged sentences

Management maintains flexibility to temporarily exceed these internal limits in certain operating environments, but also strives to outperform these limits when possible.

The Bank was in compliance with the foregoing policies at September 30, 2025 and December 31, 2024, as summarized in the table below .

The following table presents Valley's loans to deposits and wholesale funding to total funding ratios at September 30, 2025 and December 31, 2024:

September 30,

The Bank was in compliance with the foregoing policies at March 31, 2026 and December 31, 2025, as summarized in the table below .

The following table presents Valley's loans to deposits and wholesale funding to total funding ratios at March 31, 2026 and December 31, 2025:

2026 December 31,

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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:

September 30,

The following table summarizes Valley's liquid assets:

2026 December 31,

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(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 $1.0 billion and $1.8 billion of various investment securities that were pledged to counterparties to support our earning asset funding strategies at September 30, 2025 and December 31, 2024, respectively.

Total liquid assets represented 9.9 percent and 9.6 percent of interest earning assets at September 30, 2025 and December 31, 2024, respectively.

T he level of cash liquidity on the balance sheet (as shown in the table above) increased from December 31, 2024 to a more normalized, but slightly elevated level at September 30, 2025 as part of our overall liquidity management efforts.

(2) Includes a pproximately $1.1 billion and $1.3 billion of various investment securities that were pledged to counterparties to support our earning asset funding strategies at March 31, 2026 and December 31, 2025, respectively.

Total liquid assets represented 9.4 percent and 10.3 percent of interest earning assets at March 31, 2026 and December 31, 2025, respectively.

T he level of cash liquidity on the balance sheet (as shown in the table above) decreased from December 31, 2025 to a more normalized level at March 31, 2026 partially due to our management of expected period end funding activities in the first quarter 2026 .

Other sources of funds on the asset side are derived from scheduled loan payments of principal and interest, as well as prepayments received.

At September 30, 2025, estimated cash inflows from total loans are projected to be approximatel y $13.1 billion over the next 12-month period.

At March 31, 2026, estimated cash inflows from total loans are projected to be approximatel y $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 curtailment of lending activities.

We anticipate the receipt of approximately $2.3 billion in principal payments from securities in the total investment portfolio at September 30, 2025 over the next 12-month period due to normally scheduled principal repayments and expected prepayments of certain securities, primarily residential mortgage-backed securities.

We anticipate the receipt of approximately $996.2 million in principal payments from securities in the total investment portfolio at March 31, 2026 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 commercial and consumer 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 $42.0 billion and $39.1 billion for the nine months ended September 30, 2025 and for the year ended December 31, 2024, respectively, representing 72.3 percent and 68.3 percent of average interest earning assets for the respective periods.

Average core deposits totaled approximately $46.1 billion and $42.4 billion for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively, representing 77.2 percent and 73.1 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, consisting of securities sold under agreements to repurchase, outstanding at September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

The following table presents short-term borrowings, consisting of securities sold under agreements to repurchase, outstanding at March 31, 2026 and December 31, 2025:

2026 December 31, 2025

(in thousands)

Securities sold under agreements to repurchase $ 63,877 $ 91,475

The following table summarizes the Bank's estimated unused available non-deposit borrowing capacities at September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

The following table summarizes the Bank's estimated unused available non-deposit borrowing capacities at March 31, 2026 and December 31, 2025:

2026 December 31, 2025

(in thousands)

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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 (similar to its redemption of $215 million of subordinated notes in June 2025).

Valley's cash needs are routinely satisfied by dividends collected from the Bank.

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Investment Securities Portfolio

As of September 30, 2025, we had $78.3 million, $4.1 billion and $3.5 billion in equity, AFS debt and HTM debt securities, respectively.

As of March 31, 2026, we had $83.9 million, $4.2 billion and $3.6 billion in equity, AFS debt and HTM debt securities, respectively.

The AFS and HTM debt securities portfolios, which comprise the majority of the securities we own, include:

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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.

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

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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 September 30, 2025 and December 31, 2024 and determined that the declines in fair value were mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors.

There was no impairment recognized within the AFS debt securities portfolio during the three and nine months ended September 30, 2025 and September 30, 2024.

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 we believe 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 bas is.

None of the AFS debt securities w ere past due as of September 30, 2025 and there was no allowance for credit losses for AFS debt securities at September 30, 2025 and December 31, 2024 .

We have evaluated all AFS debt securities that are in an unrealized loss position as of March 31, 2026 and December 31, 2025 and determined that the declines in fair value were mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, but not credit quality or other factors.

There was no impairment recognized within the AFS debt securities portfolio during the three months ended March 31, 2026 and 2025.

We do not intend to sell any of the AFS debt securities in an unrealized loss position prior to recovery of our amortized cost basis, and we believe 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 bas is.

None of the AFS debt securities w ere past due as of March 31, 2026 and there was no allowance for credit losses for AFS debt securities at March 31, 2026 and December 31, 2025 .

Held to maturity debt securities.

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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 $637 thousand and $647 thousand at September 30, 2025 and December 31, 2024, respectively.

There were no net charge-offs of HTM debt securities during the three and nine months ended September 30, 2025 and September 30, 2024.

HTM debt securities were carried net of an allowance for credit losses totaling $746 thousand and $734 thousand at March 31, 2026 and December 31, 2025, respectively.

There were no net charge-offs of HTM debt securities during the three months ended March 31, 2026 and 2025.

Investment grades.

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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 September 30, 2025:

September 30, 2025

The following table presents the available for sale and held to maturity debt investment securities portfolios by investment grades at March 31, 2026:

March 31, 2026

Losses Fair Value

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AAA/AA/A Rated $ 3,436,744 $ 6,720 $ (383,433) $ 3,060,031

BBB Rated 3,000 — (58) 2,942

Not rated 183,810 1 (15,102) 168,709

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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 level of market interest rates.

The investment securities AFS and HTM portfolios included investments with carrying values of $137.0 million and $178.5 million, respectively, at September 30, 2025 not rated by the rating agencies with aggregate unrealized losses of $6.3 million and $10.4 million, respectively.

The investment securities AFS and HTM portfolios included investments with carrying values of $129.3 million and $183.8 million, respectively, at March 31, 2026 not rated by the rating agencies with aggregate unrealized losses of $4.7 million and $15.1 million, respectively.

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 included four single-issuer bank trust preferred issuances with a combined amortized cost of $36.1 million with $5.5 million gross unrealized losses and several corporate debt securities that were negatively impacted by a higher level of market interest rates, and not changes in their underlying credit.

The unrealized losses within non-rated HTM debt securities included three municipal bonds with a combined amortized cost of $32.8 million with $6.4 million o f gross unrealized losses and four single-issuer bank trust preferred issuances with amortized cost totaling $36.1 million with $5.2 million gross unrealized losses.

These HTM debt securities were negatively impacted by a higher level of market 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.

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The following table reflects the composition of the loan portfolio as of the dates presented:

September 30,

2025 June 30,

2026 December 31,

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Total 100.0 % 100.0 %

Includes loans collateralized by properties that are greater than 50 percent rent regulated totaling approximately $651 million, $606 million and $553 million at September 30, 2025, June 30, 2025 and December 31, 2024, respectively.

Includes net unearned discount and deferred loan fees of $15.1 million, $21.5 million and $45.3 million at September 30, 2025, June 30, 2025 and December 31, 2024, respectively.

Total loans decreased $118.6 million, or 1.0 percent on an annualized basis, to $49.3 billion at September 30, 2025 from June 30, 2025 mostly due to decreases of $142.5 million and $112.2 million in total commercial real estate loans and commercial and industrial loans, respectively, partially offset by increases in residential mortgage and total consumer loans.

Loans held for sale are presented separately from total loans on the consolidated statements of financial condition and totaled $18.1 million and $28.1 million at September 30, 2025 and June 30, 2025, respectively.

The decrease from June 30, 2025 was primarily due to the sale of a $10.2 million non-performing construction loan to an unrelated party.

The non-performing loan sale resulted in a $1.3 million loss recognized within net gains on sales of loans for the third quarter 2025.

Commercial and industrial loans decreased by $112.2 million, or 4.1 percent on an annualized basis, to $10.8 billion at September 30, 2025 from June 30, 2025 mostly due to repayment activity in a small portfolio of loans made to the commodities industry during the third quarter 2025.

We continue to focus on new loan origination from a diverse range of relationship-driven small business and middle market opportunities in our primary markets

combined with certain specialty nationwide business lines.

As part of this focus, we have specifically targeted growth in healthcare and capital-call facilities in the fund finance market due to their attractive credit risk-adjusted profiles.

Commercial real estate loans (excluding construction loans) increased $195.1 million to $26.2 billion at September 30, 2025 from June 30, 2025.

The increase was largely driven by an increase of $307.9 million, or 21.3 percent on an annualized basis, in owner occupied loans resulting from the migration of completed construction project to permanent financing, as well as new loan origination volumes.

Non-owner occupied and multifamily loans decreased $73.4 million and $39.5 million, respectively, at September 30, 2025 from June 30, 2025 due to the targeted runoff of transactional loans outpacing our selective loan originations within these categories.

The CRE loan concentration ratio declined to approximately 337 percent at September 30, 2025 from 349 percent at June 30, 2025.

Our current balance sheet goal is a continued gradual reduction of the CRE concentration ratio and to maintain the ratio below 350 percent through December 31, 2025.

Overall, commercial real estate loans are well-diversified across our footprint areas in Florida, Alabama, New Jersey, New York, including Manhattan, with a combined weighted average loan to value ratio of 58 percent and debt service coverage ratio of 1.67 at September 30, 2025.

Commercial real estate collateralized by office buildings totaled approximately $3.0 billion at September 30, 2025 and was relatively unchanged from June 30, 2025.

Our loans collateralized by office buildings had a combined weighted average loan to value rate of 63 percent and debt service coverage ratio of 1.95 at September 30, 2025.

Construction loans decreased $337.6 million to $2.5 billion at September 30, 2025 from June 30, 2025 mainly due to the completion of existing projects that were moved to permanent financing within both the non-owner and owner occupied loan categories of the commercial real estate loan portfolio or repaid during the third quarter 2025.

Residential mortgage loans increased $85.4 million to $5.8 billion at September 30, 2025 from June 30, 2025 as new loan originations continued to outpace repayment activity.

New and refinanced residential mortgage loan originations totaled $208.7 million for the third quarter 2025 as compared to $204.1 million and $179.3 million for the second quarter 2025 and third quarter 2024, respectively.

In addition, during the third quarter we purchased $15.1 million of loans from unrelated third party lenders for qualifying CRA purposes.

We retained approximately 79 percent of the total residential mortgage originations in our held for investment loan portfolio during both the third quarter 2025 and second quarter 2025.

Consumer loans increased $50.7 million, or 5.1 percent on an annualized basis, to $4.0 billion at September 30, 2025 as compared to June 30, 2025.

Within this portfolio, home equity loans increased $21.3 million , or 13.4 percent on an annualized basis, largely driven by increased line usage and new originations.

Automobile loans increased by $13.1 million, or 2.4 percent on an annualized basis, to $2.2 billion at September 30, 2025 as compared to June 30, 2025 mainly due to continued efforts to expand our indirect auto dealer network within our market area, partially offset by higher prepayment activity within the portfolio during the third quarter 2025.

Auto loan originations totaled $269.5 million for the third quarter 2025 as compared to $384.9 million for the second quarter 2025.

Other consumer loans increased $16.3 million to $1.2 billion at September 30, 2025 as compared to June 30, 2025 primarily due to a moderate increase in new originations and usage of secured personal lines of credit during the third quarter 2025.

Includes loans collateralized by properties that are greater than 50 percent rent regulated totaling approximately $583 million and $601 million at March 31, 2026 and December 31, 2025, respectively.

Includes net unearned discount and deferred loan fees of $15.9 million and $17.4 million at March 31, 2026 and December 31, 2025, respectively.

Total loans increased $692.1 million, or 5.5 percent on an annualized basis, to $50.8 billion at March 31, 2026 from December 31, 2025 mostly due to increases in owner occupied commercial real estate loans and commercial and industrial loans.

Loans held for sale decreased $15.0 million to $11.2 million at March 31, 2026 from December 31, 2025 due, in part, to the sale of a non-performing CRE loan relationship totaling $9.1 million to an unrelated party during the first quarter 2026.

The non-performing loan sale resulted in a net gain of $767 thousand recognized within net gains on sales of loans for the first quarter 2026.

Commercial and industrial loans.

Commercial and industrial loans increased by $142.6 million, or 5.2 percent on an annualized basis, to $11.1 billion at March 31, 2026 from December 31, 2025 largely driven by new originations from a wide range of relationship-driven small to midsize clients from our expanded lending team, as a result of our continued focus on certain specialty business lines, including healthcare lending.

Commercial real estate loans.

Commercial real estate loans (excluding construction loans) increased $451.8 million to $27.2 billion at March 31, 2026 from December 31, 2025 .

Owner occupied loans increased $502.3 million, or 30.3 percent on an annualized basis as compared to December 31, 2025 and continued to drive a disproportionate amount of growth within the commercial real estate loan portfolio during the first quarter 2026 as a result of our strategic focus on this category.

Non-owner occupied decreased $67.3 million at March 31, 2026 from December 31, 2025 largely driven by the continued targeted runoff of transactional loans that has outpaced our selective loan originations in this category.

Overall, commercial real estate loans are well-diversified mainly across our footprint areas in New York (including Manhattan), Florida, and New Jersey with a combined weighted average loan to value ratio of 59 percent and debt service coverage ratio of 1.66 at March 31, 2026.

Commercial real estate collateralized by office buildings totaled approximately $3.0 billion at March 31, 2026 and was relatively unchanged from December 31, 2025.

Our loans collateralized by office buildings had a combined weighted average loan to value ratio of 64 percent and debt service coverage ratio of 1.95 at March 31, 2026.

Construction loans.

Construction loans increased only $14.2 million to $2.5 billion at March 31, 2026 from December 31, 2025 as we remained highly selective with new loan originations in this category.

Residential mortgage loans.

Residential mortgage loans increased $42.9 million to $5.9 billion at March 31, 2026 from December 31, 2025 as new loan originations held for investment continued to outpace repayment activity.

New and refinanced residential mortgage loan originations totaled $194.8 million for the first quarter 2026 as compared to $222.6 million and $132.8 million for the fourth quarter 2025 and first quarter 2025, respectively.

We retained approximately 83 percent of the total residential mortgage originations in our held for investment loan portfolio during the first quarter 2026 compared to 78 percent in the fourth quarter 2025.

In addition, we purchased $11.9 million of loans from unrelated third party lenders for qualifying CRA purposes during the three months ended March 31, 2026.

Consumer loans .

Consumer loans increased $40.7 million, or 4.0 percent on an annualized basis, to $4.1 billion at March 31, 2026 as compared to December 31, 2025 due to growth across all consumer loan categories.

Within this portfolio, home equity loans increased $13.5 million, or 7.8 percent on an annualized basis, largely driven by new originations and, to a lesser extent, increased line usage.

Automobile loans increased by $13.5 million, or 2.5 percent on an annualized basis, to $2.2 billion at March 31, 2026 as compared to December 31, 2025 as indirect auto loan volumes from our dealership network outpaced repayment activity.

Auto loan originations totaled $275.0 million for the first quarter 2026 as compared to $248.2 million for the fourth quarter 2025.

Other consumer loans increased $13.7 million to $1.2 billion at March 31, 2026 as compared to December 31, 2025 primarily due to increased originations and usage of collateralized personal lines of credit.

A significant part of our lending is in northern and central Ne w Jersey, New York City, Long Island and Florida.

To mitigate our geographic risks , we maintain a diversified portfolio across borrower types and loans to protect against potential downturns in any single sector.

We continue to proactively diversify our loan portfolio by reducing new originations of certain types of commercial real estate lending, such as non-owner occupied and multifamily loans through highly selective new loan origination.

We also remain significantly focused on attracting a high quality customer relationships within the commercial and industrial loan portfolio.

Based upon our current projections, we expect total loan growth for 2025 to be approximately 2 percent as compared to total loans of $48.8 billion at December 31, 2024, and expanding by a range of 4 to 6 percent in 2026 from 2025 due to current customer demand, targeted investment in our commercial lending team, and other factors.

However, there can be no assurance that we will achieve such growth levels given

the potential for unforeseen changes in the market and other conditions detailed in our risk factors set forth under Item 1A.

Based on our current projections, we expect the total loan growth for the full year of 2026 to be between the midpoint and high-end of the 4 to 6 percent range previously disclosed in Valley's Annual Report.

However, there can be no assurance that we will achieve such growth levels given the potential for unforeseen changes in the market and other conditions detailed in our risk factors set forth under Item 1A.

Risk Factors of Valley's Annual Report.

Non-performing Assets

NPAs include non-accrual loans, OREO, and other repossessed assets (which consist of automobiles and taxi medallions) at September 30, 2025.

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 and/or the full and timely collection of principal and interest becomes uncertain.

Exceptions to the non-accrual policy may be permitted if the loan is sufficiently collateralized and in the process of collection.

NPAs include non-accrual loans, OREO, and other repossessed assets (which consist of automobiles and taxi medallions) at March 31, 2026.

Loans are generally placed on non-accrual status when they become past due more than 90 days as to payment of principal or interest and/or the full and timely collection of principal and interest becomes uncertain.

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 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 $66.6 million, or 18.4 percent, to $427.3 million at September 30, 2025 as compared to June 30, 2025 mainly due to increases in non-accrual commercial real estate and construction loans at September 30, 2025.

NPAs as a percentage of total loans and NPAs totaled 0.86 percent and 0.73 percent at September 30, 2025 and June 30, 2025, respectively (as shown in the table below).

Despite the increase in NPAs since June 30, 2025, we believe our total NPAs at September 30, 2025 are within our credit expectations for the loan portfolio and are reflective of our consistent approach to the loan underwriting criteria for both Valley originated loans and loans purchased from third parties.

Our NPAs modestly decreased $190 thousand to $439.6 million at March 31, 2026 as compared to December 31, 2025.

NPAs as a percentage of total loans and NPAs totaled 0.86 percent and 0.87 percent at March 31, 2026 and December 31, 2025, respectively (as shown in the table below).

Management believes that total NPAs at March 31, 2026 remain within credit quality expectations for the loan portfolio and continue to reflect Valley's consistent application of underwriting standards to both 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 nine months ended September 30, 2025, the majority of our borrowers continued to demonstrate resilience despite the impact of elevated borrowing costs, inflation, labor costs and other factors.

We continue to proactively monitor our commercial loans for potential negative trends and borrower weakness due to the current operating environment, including the potential negative impact of current and future tariff actions, and internally risk rate them accordingly.

Based on our most recent portfolio review, we believe that we have relatively modest direct exposure to customer businesses most influenced by changing tariff policies.

However, management cannot provide assurance that the NPAs will not increase from the levels reported at September 30, 2025 due to the aforementioned or other factors potentially impacting our lending customers.

The following table sets forth by loan category accruing past due and NPAs at the dates indicated in conjunction with our asset quality ratios:

September 30,

2025 June 30,

During the three months ended March 31, 2026, the majority of our borrowers continued to demonstrate resilience despite the impact of elevated borrowing costs, inflation, labor costs and other factors.

We continue to proactively monitor our commercial loans for potential negative trends and borrower weakness due to the current operating environment, including the potential negative impact of volatile energy prices and tariffs/import fees, and internally risk rate them accordingly.

Based on our most recent portfolio review, we believe that we have relatively modest direct exposure to customer businesses most influenced by changing tariff/import fee policies and moderate periods of elevated energy prices.

However, management cannot provide assurance that the NPAs will not increase from the levels reported at March 31, 2026 due to the aforementioned or other factors potentially impacting our lending customers.

The following table sets forth by loan category accruing past due and NPAs on the dates indicated in conjunction with our asset quality ratios:

2026 December 31,

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Commercial real estate 69,494 72,810

Construction — 35,000 —

Residential mortgage 20,534 21,615

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Commercial and industrial 1,015 1,274

Commercial real estate 6,033 60,601 24,903

Residential mortgage 4,285 10,181

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Commercial and industrial 3,499 —

Commercial real estate — 212

Residential mortgage 5,894 3,300

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Total accruing past due and non-accrual loans as a % of loans

1.03 1.12 0.94

Allowance for loan losses as a % of non-accrual loans

135.10 134.44

Loans 30 to 59 days past due decreased $59.4 million to $63.6 million at September 30, 2025 as compared to June 30, 2025 largely due to a $39.2 million commercial real estate loan included in this early stage delinquency category at June 30, 2025 that was subsequently paid in full during July 2025 and a $35.0 million construction loan reported in this past due category at June 30, 2025 that migrated to non-accrual loans during the third quarter 2025.

Loans 60 to 89 days past due decreased $57.2 million to $16.2 million at September 30, 2025 as compared to June 30, 2025 mainly due to a $60.6 million commercial real estate past due loan included in this delinquency category at June 30, 2025 that was subsequently modified and was brought current to its restructured terms during the third quarter 2025.

Loans 90 days or more past due and still accruing interest increased $2.1 million to $5.0 million at September 30, 2025 as compared to June 30, 2025 mainly due to slightly higher residential mortgage loan delinquencies.

Loans 30 to 59 days past due decreased $11.6 million to $108.4 million at March 31, 2026 as compared to December 31, 2025 largely due to lower delinquencies across all loan categories and a C&I loan relationship totaling $3.5 million that migrated from this past due category at December 31, 2025 to loans 90 days or more past due and still accruing at March 31, 2026.

Loans 60 to 89 days past due decreased $7.9 million to $8.8 million at March 31, 2026 as compared to December 31, 2025 primarily due to lower residential mortgage and consumer loan delinquencies caused, in part, by some modest migration of past due loans to loans 90 days or more past due and still accruing at March 31, 2026.

Loans 90 days or more past due and still accruing interest increased $6.1 million to $10.7 million at March 31, 2026 as compared to December 31, 2025 largely due to higher residential mortgage loans delinquencies and the migration

of the aforementioned C&I loan relationship from the 30 to 59 days past due delinquency category during the first quarter of 2026.

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 $67.1 million to $421.5 million, or 0.86 percent of total loans at September 30, 2025 as compared to $354.4 million, or 0.72 percent of total loans, at June 30, 2025.

The increase was mainly driven by one $35.0 million construction loan that migrated from the 30 to 59 days past due delinquency category at June 30, 2025 and two smaller non-performing commercial real estate loans, partially offset by the sale of a $10.2 million non-performing construction loan classified as held for sale during the third quarter 2025.

Non-performing taxi medallion loans included in non-accrual commercial and industrial loans totaled $48.2 million at September 30, 2025 and had related reserves of $25.2 million, or 52.2 percent of such loans, within the allowance for loan losses as compared to $48.6 million of loans with related reserves of $25.4 million at June 30, 2025 .

Further potential declines in the market valuation of taxi medallions and the current operating environment mainly within New York City may negatively impact the performance of this portfolio.

Although the timing of collection is uncertain, management believes that the majority of the non-accrual loans at September 30, 2025 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.

Non-accrual loans decreased $1.3 million to $432.6 million, or 0.85 percent of total loans at March 31, 2026 as compared to $433.9 million, or 0.87 percent of total loans, at December 31, 2025.

The decrease was primarily driven by a decline in non-accrual CRE loans, partially offset by higher non-accrual C&I and, to a lesser extent, residential mortgage loans.

Non-accrual CRE loans decreased $10.8 million at March 31, 2026 from December 31, 2025 mainly due to the sale of the $9.1 million non-performing loan relationship that was classified as held for sale at December 31, 2025.

Although the timing of collection is uncertain, management believes that the majority of the non-accrual loans at March 31, 2026 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.

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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 economic variables under each scenario 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.

(i) the impact of the reasonable and supportable economic forecast, relative probability weightings and economic variables under each scenario and reversion period, (ii) other weighted 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 transition matrix but are likely to impact the measurement of estimated credit losses.

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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 on a straight-line basis for the remaining life of the loan.

The forecast consists of multi-scenario economic forecasts to estimate future credit losses and are governed by a cross-

functional committee.

The forecast consists of multi-scenario economic forecasts 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.

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.

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 June 30, 2025.

At September 30, 2025, the standalone Moody's Baseline scenario reflected a moderately weaker outlook as compared to June 30, 2025 in terms of most metrics highlighted below.

At September 30, 2025, Moody's Baseline forecast included the following specific assumptions:

At March 31, 2026, Valley continued to maintain the majority of its probability weighting used in the economic forecast to the Moody’s Baseline scenario with slightly more emphasis on the S-3 downside scenario and a smaller percentage weighting on the S-1 upside scenarios as compared to December 31, 2025.

At March 31, 2026, the standalone Moody's Baseline scenario reflected more optimistic outlook as compared to December 31, 2025 for several metrics, including a few highlighted below.

At March 31, 2026, Moody's Baseline forecast included the following specific assumptions:

• GDP growth:

GDP expansion of 0.8 percent in the fourth quarter 2025 increasing to 2.0 percent in late 2027.

GDP will slowly increase to 2.8 percent throughout 2026 before trending down to 1.8 percent in late 2027.

• Unemployment Rate:

Unemployment rate of 4.4 percent for the fourth quarter 2025 with a range of 4.4 - 4.8 percent over the remainder of the forecast period ending in the third quarter 2027.

An unemployment rate around 4.5 percent combined with slow job growth throughout the remainder of 2026 will remain relatively unchanged by the end of 2027.

• Federal funds:

The target federal funds rate range of 4.00 - 4.25 percent at September 30, 2025 with additional rate cuts of 25 basis points in both October and December 2025.

The inflation rate is projected to grow to 3.1 percent during the fourth quarter 2025 and start to decrease to 2.6 percent in 2026 and continue to trend down to near 2.0 percent by early 2027.

The target federal funds rate range of 3.5 - 3.75 percent at March 31, 2026 is assumed to remain unchanged until June 2026;

and then fall to an upper target rate below 3.14 percent by the end of 2027.

The inflation rate was 3.3 percent in March 2026 and is expected to decrease to 2.71 percent in 2027 and trend downward in the years to follow.

See more details regarding our allowance for credit losses for loans in Note 7 to the consolidated financial statements.

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 Nine Months Ended

September 30,

2025 June 30,

2025 September 30,

2024 September 30,

2025 September 30,

Three Months Ended

2026 December 31,

2025 March 31,

($ in thousands)

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Construction — — (1,163)

Residential mortgage (26) (46) — (72) —

Total consumer (3,263) (3,060) (2,140)

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$ 18,644 $ 20,950 $ 61,299

(Credit) provision for unfunded credit commitments

Provision (credit) for unfunded credit commitments

2,600 (904) 1,376

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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 Nine Months Ended

September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

($ in thousands)

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Total annualized net loan charge-offs to total average loans outstanding 0.14 0.18 0.34

Gross loan charge-offs totaled $16.6 million for the third quarter 2025 and were largely driven by partial charge-offs within the commercial real estate loan category related to the current estimated fair valuations of the collateral for four non-performing loan relationships.

Net loan charge-offs and total annualized net loan charge-offs to total average loans outstanding (as presented in the above table) declined from the second quarter 2025 and third quarter 2024 and continued to trend within management's expectations for the credit quality of the loan portfolio at September 30, 2025.

While we currently expect to sustain a similar level of total net loan charge-offs in the fourth quarter 2025, we can make no assurances that net loan charge-offs will remain at the level reported for the third quarter 2025.

Net loan charge-offs totaling $17.5 million for the first quarter 2026 as compared to $22.6 million and $41.9 million for the fourth quarter 2025 and the first quarter 2025, respectively.

Gross loan charge-offs totaled $19.8 million for the first quarter 2026 and were mostly driven by the partial charge-offs of non-performing loan relationships within the CRE loan category.

Net loan charge-offs (as presented in the above table) declined from the fourth quarter 2025 and continued to trend within management's expectations for the credit quality of the loan portfolio at March 31, 2026.

While we currently expect the level of total net loan charge-offs to average loans outstanding to range from 0.15 to 0.20 percent for the full year of 2026, we can make no assurances that actual net loan charge-offs will not be higher than anticipated for 2026.

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:

September 30, 2025 June 30, 2025 September 30, 2024

March 31, 2026 December 31, 2025 March 31, 2025

Allocation Allocation

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Allowance for credit losses for loans as a % of total loans 1.18 % 1.19 % 1.22 %

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 1.21 percent at September 30, 2025, 1.20 percent at June 30, 2025, and 1.14 percent at September 30, 2024.

For the third quarter 2025, the provision for credit losses for loans totaled $19.2 million as compared to $37.8 million and $75.0 million for the second quarter 2025 and third quarter 2024, respectively.

The third quarter 2025 provision reflects, among other factors, moderate increases in both the economic forecast and non-economic qualitative reserve components of the allowance for credit losses and higher specific reserves associated with collateral dependent loans, partially offset by a decline in quantitative reserves in certain loan categories, including commercial and industrial and construction loans, at September 30, 2025.

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 1.18 percent at March 31, 2026, 1.19 percent at December 31, 2025, and 1.22 percent at March 31, 2025.

For the first quarter 2026, the provision for credit losses for loans totaled $21.2 million as compared to $20.0 million and $62.7 million for the fourth quarter 2025 and first quarter 2025, respectively.

The first quarter 2026 provision was mainly impacted by (i) increases in the economic forecast and non-economic qualitative components of our reserve and (ii) commercial loan growth, partially offset by (iii) lower quantitative reserves in certain loan categories at March 31, 2026.

Capital Adequacy

A significant measure of the strength of a financial institution is its shareholders’ equity.

At September 30, 2025 and December 31, 2024, shareholders' equity totaled approximately $7.7 billion and $7.4 billion, respectively, which represented 12.2 percent and 11.9 percent of total assets, respectively.

During the nine months ended September 30, 2025, total shareholders’ equity increased by approximately $260.2 million primarily due to the following:

• net income of $402.6 million,

• other comprehensive income of $56.5 million,

Shareholders' equity of approximately $7.8 billion at both March 31, 2026 and December 31, 2025 represented 12.1 percent and 12.2 percent of total assets at each respective period end.

During the three months ended March 31, 2026, total shareholders’ equity increased by approximately $20.7 million primarily due to the following:

• net income of $163.9 million and

• a $1.2 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 $208.9 million and

• repurchases of $16.4 million shares of our common stock held in treasury stock.

• cash dividends declared on common and preferred stock totaling a combined $69.1 million,

• repurchases of $52.1 million shares of our common stock held in treasury stock, and

• other comprehensive loss of $23.2 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 September 30, 2025 and December 31, 2024, Valley and Valley National Bank exceeded all capital adequacy requirements (see table below).

The following table presents Valley’s and Valley National Bank’s actual capital positions and ratios under Basel III risk-based capital guidelines at September 30, 2025 and December 31, 2024:

Quantitative measures established by regulation to ensure capital adequacy require Valley and the Bank to maintain

minimum amounts and ratios of CET1, total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets, as defined in the regulations.

Valley and the Bank are required to maintain minimum ratios, including a 2.5 percent capital conservation buffer, of (i) CET1 to risk-weighted assets of 7.0 percent or greater, (ii) Tier 1 capital to risk-weighted assets of 8.5 percent or greater, and (iii) total capital to risk-weighted assets of 10.5 percent or greater, as well as a minimum leverage ratio of 4.0 percent for capital adequacy purposes.

As of March 31, 2026 and December 31, 2025, Valley and Valley National Bank exceeded all capital adequacy requirements (see table below).

The following table presents Valley’s and Valley National Bank’s actual capital positions and ratios under Basel III risk-based capital guidelines at March 31, 2026 and December 31, 2025:

Actual Minimum Capital

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($ in thousands)

As of September 30, 2025

As of March 31, 2026

Total Risk-based Capital

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Valley National Bank 6,297,558 10.27 2,453,670 4.00 3,067,088 5.00

Valley's total risk-based capital ratio decreased to 13.83 percent at September 30, 2025 as compared to 13.87 percent at December 31, 2024 which reflects, but is not limited to, the early redemption of our $115 million of 5.25 percent fixed-to-floating subordinated notes in June 2025, which were previously eligible for full regulatory capital treatment.

Valley's total risk-based capital ratio decreased to 13.66 percent at March 31, 2026 as compared to 13.77 percent at December 31, 2025 mainly as a result of our loan growth and common stock buyback activity during the first quarter 2026.

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 51.5 percent for the nine months ended September 30, 2025 as compared to 36.2 percent for the full year ended December 31, 2024.

The increase in our retention ratio was largely due to the increase in our net income available to common shareholders for the nine months ended September 30, 2025 as compared to the same period one year ago.

Cash dividends declared amounted to $0.33 per common share for each of the nine months ended September 30, 2025 and 2024.

Our rate of earnings retention is calculated by dividing undistributed earnings per common share by earnings (or net income available to common

shareholders) per common share.

Our retention ratio was 60.7 percent for the three months ended March 31, 2026 as compared to 56.4 percent for the full year ended December 31, 2025.

Cash dividends declared amounted to $0.11 per common share for each of the three months ended March 31, 2026 and 2025.

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.

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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 2. Management’s Discussion and Analysis