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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
(Mark One)
☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2026
OR
☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                     
Commission File Number 1-11277 
 Valley National Bancorp
(Exact name of registrant as specified in its charter)
New Jersey22-2477875
(State or other jurisdiction of
Incorporation or Organization)		(I.R.S. Employer
Identification Number)
One Penn Plaza
New York,NY10119
(Address of principal executive office)(Zip code)
973-305-8800
(Registrant’s telephone number, including area code) 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of exchange on which registered
Common Stock, no par valueVLYThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par valueVLYPPThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par valueVLYPOThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series C, no par valueVLYPNThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer☒Accelerated filer
☐
Smaller reporting company
☐
Non-accelerated filer
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock (no par value), of which 554,131,478 shares were outstanding as of May 6, 2026.


TABLE OF CONTENTS
 
  Page
Number
PART I
Item 1.
Consolidated Statements of Financial Condition as of March 31, 2026 and December 31, 2025
Consolidated Statements of Income for the Three Months Ended March 31, 2026 and 2025
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025
Item 2.
Item 3.
Item 4.
PART II
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.

1


Glossary of Defined Terms

The following terms may be used throughout this Report, including the consolidated financial statements and related notes.

TermDefinition
ACLAllowance for credit losses
AFSAvailable for sale
ASCAccounting Standards Codification
ASUAccounting Standards Update
BankValley National Bank (Valley’s principal subsidiary)
Basel III
Capital rules under a global regulatory framework developed by the Basel Committee on Banking Supervision
BoardBoard of Directors of Valley National Bancorp
CDCertificate of deposit
CECLCurrent expected credit loss model
CET1Common Equity Tier 1
CFPBConsumer Financial Protection Bureau
CRACommunity Reinvestment Act
CRE loan concentration ratioTotal commercial real estate loans held for investment and held for sale, excluding owner occupied loans, as a percentage of total risk-based capital
Exchange ActSecurities Exchange Act of 1934, as amended
Fannie MaeFederal National Mortgage Association
FDICFederal Deposit Insurance Corporation
Federal ReserveBoard of Governors of the Federal Reserve System
FRBFederal Reserve Bank
FHLBFederal Home Loan Bank
FOMCFederal Open Market Committee
Freddie MacFederal Home Loan Mortgage Corporation
GAAPU. S. Generally Accepted Accounting Principles
GDPGross domestic product
Ginnie MaeGovernment National Mortgage Association
HTMHeld to Maturity
Moody’sMoody’s Investor Service, Inc.
NAVNet asset value
NPANon-performing asset
OCCOffice of the Comptroller of the Currency
OREOOther real estate owned
OTCOver-the-counter
ROATCEReturn on average tangible common shareholders’ equity
RSURestricted stock unit
SECU.S. Securities and Exchange Commission
SOFRSecured Overnight Financing Rate
U.S. TreasuryUnited States Department of the Treasury
Valley
May refer to Valley National Bancorp individually, Valley National Bancorp and its consolidated subsidiaries, or certain of Valley National Bancorp’s subsidiaries, as the context requires (interchangeable with the “Company,” “we,” “our” and “us”).
Valley's Annual Report
Valley's Annual Report on Form 10-K for the year ended December 31, 2025
2


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except for share data)March 31,
2026		December 31,
2025
Assets(Unaudited)
Cash and due from banks$362,073 $315,166 
Interest bearing deposits with banks797,357 1,268,399 
Investment securities:
Equity securities83,866 82,774 
Available for sale debt securities4,157,034 4,202,218 
Held to maturity debt securities (net of allowance for credit losses of $746 at March 31, 2026 and $734 at December 31, 2025)
3,619,808 3,495,837 
Total investment securities7,860,708 7,780,829 
Loans held for sale (includes fair value of $2,477 at March 31, 2026 and $8,212 at December 31, 2025 for loans originated for sale)
11,227 26,236 
Loans50,828,820 50,136,728 
Less: Allowance for loan losses(584,500)(583,400)
Net loans50,244,320 49,553,328 
Premises and equipment, net321,739 330,757 
Lease right of use assets306,271 313,891 
Bank owned life insurance740,411 738,090 
Accrued interest receivable244,275 243,897 
Goodwill1,868,936 1,868,936 
Other intangible assets, net94,770 100,875 
Other assets1,614,498 1,592,321 
Total Assets$64,466,585 $64,132,725 
Liabilities
Deposits:
Non-interest bearing$12,250,974 $12,155,500 
Interest bearing:
Savings, NOW and money market29,172,499 28,603,470 
Time11,436,148 11,424,123 
Total deposits52,859,621 52,183,093 
Short-term borrowings63,877 91,475 
Long-term borrowings2,560,887 2,908,579 
Junior subordinated debentures issued to capital trusts57,890 57,803 
Lease liabilities363,990 372,448 
Accrued expenses and other liabilities731,877 711,629 
Total Liabilities56,638,142 56,325,027 
Shareholders’ Equity
Preferred stock, no par value; 50,000,000 authorized shares:
Series A (4,600,000 shares issued at March 31, 2026 and December 31, 2025)
111,590 111,590 
Series B (4,000,000 shares issued at March 31, 2026 and December 31, 2025)
98,101 98,101 
Series C (6,000,000 shares issued at March 31, 2026 and December 31, 2025)
144,654 144,654 
Common stock (no par value, authorized 650,000,000 shares; issued 560,878,750 shares at March 31, 2026 and December 31, 2025)
196,730 196,730 
Surplus5,451,735 5,464,845 
Retained earnings2,003,048 1,912,933 
Accumulated other comprehensive loss(97,603)(74,379)
Treasury stock, at cost (6,561,874 common shares at March 31, 2026 and 4,260,729 common shares at December 31, 2025)
(79,812)(46,776)
Total Shareholders’ Equity7,828,443 7,807,698 
Total Liabilities and Shareholders’ Equity$64,466,585 $64,132,725 
See accompanying notes to consolidated financial statements.
3


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except for per share data)
 Three Months Ended
March 31,
 20262025
Interest Income
Interest and fees on loans$708,640 $703,609 
Interest and dividends on investment securities:
Taxable73,808 63,898 
Tax-exempt4,718 4,702 
Dividends4,800 5,664 
Interest on federal funds sold and other short-term investments10,758 6,879 
Total interest income802,724 784,752 
Interest Expense
Interest on deposits:
Savings, NOW and money market190,785 200,221 
Time106,678 125,069 
Interest on short-term borrowings236 2,946 
Interest on long-term borrowings and junior subordinated debentures33,500 36,411 
Total interest expense331,199 364,647 
Net Interest Income471,525 420,105 
Provision (credit) for credit losses for available for sale and held to maturity securities12 (14)
Provision for credit losses for loans21,244 62,675 
Net Interest Income After Provision for Credit Losses450,269 357,444 
Non-Interest Income
Wealth management and trust fees16,006 15,031 
Insurance commissions2,867 3,402 
Capital markets10,381 6,940 
Service charges on deposit accounts18,204 12,726 
Gains on securities transactions, net21 46 
Fees from loan servicing3,218 3,215 
Gains on sales of loans, net3,090 2,197 
Bank owned life insurance5,835 4,777 
Other9,214 9,960 
Total non-interest income68,836 58,294 
Non-Interest Expense
Salary and employee benefits expense155,715 142,618 
Net occupancy expense27,182 25,888 
Technology, furniture and equipment expense31,878 29,896 
FDIC insurance assessment10,476 12,867 
Amortization of other intangible assets6,919 8,019 
Professional and legal fees25,142 15,670 
Amortization of tax credit investments16,014 9,320 
Other36,600 32,340 
Total non-interest expense309,926 276,618 
Income Before Income Taxes209,179 139,120 
Income tax expense45,266 33,062 
Net Income163,913 106,058 
Dividends on preferred stock 7,217 6,955 
Net Income Available to Common Shareholders$156,696 $99,103 
Earnings Per Common Share:
Basic$0.28 $0.18 
Diluted0.28 0.18 
See accompanying notes to consolidated financial statements.
4


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands)
 
 Three Months Ended
March 31,
 20262025
Net income$163,913 $106,058 
Other comprehensive (loss) income, net of tax:
Unrealized gains and losses on available for sale securities
Net (losses) gains arising during the period(23,105)27,212 
Amounts reclassified to earnings(7)— 
Total(23,112)27,212 
Unrealized gains on derivatives (cash flow hedges)
Amounts reclassified to earnings(123)(218)
Total(123)(218)
Defined benefit pension and postretirement benefit plans
Amortization of actuarial net loss11 88 
Total other comprehensive (loss) income (23,224)27,082 
Total comprehensive income$140,689 $133,140 
See accompanying notes to consolidated financial statements.

5


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

For the Three Months Ended March 31, 2026
Common StockAccumulated
Preferred StockSharesAmountSurplusRetained
Earnings		Other
Comprehensive
Loss		Treasury
Stock		Total
Shareholders’
Equity
 (in thousands, except for per share data)
Balance - December 31, 2025$354,345 556,618 $196,730 $5,464,845 $1,912,933 $(74,379)$(46,776)$7,807,698 
Net income— — — — 163,913 — — 163,913 
Other comprehensive loss, net of tax— — — — — (23,224)— (23,224)
Cash dividends declared:
Preferred stock, Series A, $0.49 per share
— — — — (2,242)— — (2,242)
Preferred stock, Series B, $0.47 per share
— — — — (1,881)— — (1,881)
Preferred stock, Series C, $0.52 per share
—— —— (3,094)— — (3,094)
Common stock, $0.11 per share
— — — — (61,829)— — (61,829)
Effect of stock incentive plan, net
— 1,699 — (13,110)(4,752)— 19,066 1,204 
Common stock repurchased— (4,000)— — — — (52,102)(52,102)
Balance - March 31, 2026$354,345 554,317 $196,730 $5,451,735 $2,003,048 $(97,603)$(79,812)$7,828,443 

For the Three Months Ended March 31, 2025
Common StockAccumulated
Preferred StockSharesAmountSurplusRetained
Earnings		Other
Comprehensive
Loss		Treasury
Stock		Total
Shareholders’
Equity
 (in thousands, except for per share data)
Balance - December 31, 2024$354,345 558,786 $195,998 $5,442,070 $1,598,048 $(155,334)$— $7,435,127 
Net income— — — — 106,058 — — 106,058 
Other comprehensive income, net of tax— — — — — 27,082 — 27,082 
Cash dividends declared:
Preferred stock, Series A, $0.39 per share
— — — — (1,797)— — (1,797)
Preferred stock, Series B, $0.52 per share
— — — — (2,065)— — (2,065)
Preferred stock, Series C, $0.52 per share
— — — — (3,094)— — (3,094)
Common stock, $0.11 per share
— — — — (62,460)— — (62,460)
Effect of stock incentive plan, net
— 1,492 522 2,686 — — — 3,208 
Common stock repurchased— (250)— — — — (2,162)(2,162)
Balance - March 31, 2025
$354,345 560,028 $196,520 $5,444,756 $1,634,690 $(128,252)$(2,162)$7,499,897 

See accompanying notes to consolidated financial statements.
6



VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)

 Three Months Ended
March 31,
 20262025
Cash flows from operating activities:
Net income$163,913 $106,058 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization9,071 9,892 
Stock-based compensation7,667 6,840 
Provision for credit losses21,256 62,661 
Net accretion of discounts and amortization of premium on securities and borrowings(2,645)(1,827)
Amortization of other intangible assets6,919 8,019 
Losses on available for sale and held to maturity debt securities, net10 11 
Proceeds from sales of loans held for sale at fair value40,981 47,094 
Gains on sales of loans, net(3,090)(2,197)
Originations of loans held for sale(34,023)(37,437)
Gains on sales of assets, net(7)(43)
Net change in:
Fair value of financial instruments hedged by derivative transactions188 4,693 
Lease right of use assets7,573 (5,710)
Cash surrender value of bank owned life insurance(5,534)(4,777)
Accrued interest receivable(378)1,615 
Other assets(21,250)85,015 
Accrued expenses and other liabilities18,983 (297,029)
Net cash provided by (used in) operating activities209,634 (17,122)
Cash flows from investing activities:
Loans originated and purchased, net of principal collected(713,114)88,203 
Equity securities:
Purchases(1,539)(3,045)
Sales and capital returns231 427 
Held to maturity debt securities:
Purchases(207,009)(89,352)
Maturities, calls and principal repayments84,042 75,678 
Available for sale debt securities:
Purchases(166,544)(341,315)
Maturities, calls and principal repayments184,794 91,660 
Death benefit proceeds from bank owned life insurance3,213 3,226 
Proceeds from sales of real estate property and equipment1,212 2,255 
Proceeds from sales of loans not originated for sale10,644 — 
Purchases of real estate property and equipment(1,399)(3,047)
Net cash used in investing activities$(805,469)$(175,310)
7


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)
(in thousands)
 Three Months Ended
March 31,
 20262025
Cash flows from financing activities:
Net change in deposits$678,322 $(111,529)
Net change in short-term borrowings(27,598)(13,692)
Repayments of long-term borrowings(350,000)(273,000)
Cash dividends paid to preferred shareholders(7,217)(6,956)
Cash dividends paid to common shareholders(62,943)(62,930)
Purchase of common shares related to stock compensation plan activity(9,801)(7,037)
Purchase of common shares to treasury(51,802)(2,162)
Common stock issued, net3,040 3,405 
Other, net(301)(95)
Net cash provided by (used in) financing activities171,700 (473,996)
Net change in cash and cash equivalents(424,135)(666,428)
Cash and cash equivalents at beginning of year1,583,565 1,890,125 
Cash and cash equivalents at end of period$1,159,430 $1,223,697 
Supplemental disclosures of cash flow information:
Cash payments for:
Interest on deposits and borrowings$335,918 $403,276 
Federal and state income taxes20,260 13,044 
Supplemental schedule of non-cash investing activities:
Transfer of loans to other real estate owned, net$2,439 $694 
Transfer of loans to loans held for sale, net— 10,200 
Lease right of use assets obtained in exchange for operating lease liabilities10,059 14,886 

See accompanying notes to consolidated financial statements.
8


VALLEY NATIONAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The unaudited consolidated financial statements of Valley include the accounts of the Bank and all other entities in which Valley has a controlling financial interest. All intercompany transactions and balances have been eliminated. The accounting and reporting policies of Valley conform to GAAP and general practices within the financial services industry. In accordance with GAAP, Valley does not consolidate statutory trusts established for the sole purpose of issuing trust preferred securities and related trust common securities.
In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly present Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at March 31, 2026 and for all periods presented have been made. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP and industry practice have been condensed or omitted pursuant to rules and regulations of the SEC. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Valley’s Annual Report.
Significant Estimates. In preparing the unaudited consolidated financial statements in conformity with GAAP, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated. Material estimates that require application of management’s most difficult, subjective or complex judgment and are particularly susceptible to change include: the allowance for credit losses, the evaluation of goodwill and other intangible assets for impairment, and income taxes. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual amounts or results could differ significantly from those estimates. Current economic conditions increase uncertainty in these estimates, and actual results could differ materially. Also, future amounts and values may differ materially from those estimates due to changes in values and circumstances after the balance sheet date.
Note 2. Earnings Per Common Share
The following table shows the calculation of both basic and diluted earnings per common share for the three months ended March 31, 2026 and 2025:
 Three Months Ended
March 31,
 20262025
 (in thousands, except for share and per share data)
Net income available to common shareholders$156,696 $99,103 
Basic weighted average number of common shares outstanding
555,777,748 559,613,272 
Plus: Common stock equivalents3,477,224 3,692,253 
Diluted weighted average number of common shares outstanding
559,254,972 563,305,525 
Earnings per common share:
Basic$0.28 $0.18 
Diluted0.28 0.18 
Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, if applicable, of RSUs and stock options to purchase Valley’s common shares. Stock options
9


and RSUs with exercise and vesting prices that exceed the average market price of Valley’s common stock during the periods presented may have an anti-dilutive effect on the diluted earnings per common share calculation and therefore are excluded from the diluted earnings per share calculation. Potential anti-dilutive weighted common shares totaled approximately 1.3 million and 638 thousand for the three months ended March 31, 2026 and 2025, respectively.
Note 3. Accumulated Other Comprehensive Loss
The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2026 and 2025:
 Components of Accumulated Other Comprehensive LossTotal
Accumulated
Other
Comprehensive
Loss
 Unrealized Gains
and Losses on
AFS Securities		Unrealized Gains
and Losses on
Derivatives		Defined Benefit
Pension and Postretirement Benefit Plans
 (in thousands)
December 31, 2025$(64,553)$420 $(10,246)$(74,379)
Other comprehensive loss before reclassification (23,105)— — (23,105)
Amounts reclassified to earnings(7)(123)11 (119)
Other comprehensive (loss) income, net(23,112)(123)11 (23,224)
March 31, 2026$(87,665)$297 $(10,235)$(97,603)
December 31, 2024$(133,898)$1,245 $(22,681)$(155,334)
Other comprehensive income before reclassification27,212 — — 27,212 
Amounts reclassified to earnings— (218)88 (130)
Other comprehensive income (loss), net27,212 (218)88 27,082 
March 31, 2025$(106,686)$1,027 $(22,593)$(128,252)
The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three months ended March 31, 2026 and 2025:
Amounts Reclassified from
Accumulated Other Comprehensive Loss
Three Months Ended
March 31,
Components of Accumulated Other Comprehensive Loss20262025Income Statement Line Item
 (in thousands) 
Unrealized gains on AFS securities before tax$10 $— Gains on securities transactions, net
Tax effect(3)— 
Total net of tax7 — 
Unrealized gains on derivatives (cash flow hedges) before tax171 301 Interest and fees on loans
Tax effect(48)(83)
Total net of tax123 218 
Defined benefit pension and postretirement benefit plans:
Amortization of actuarial net loss(15)(121)Other non-interest expense
Tax effect4 33 
Total net of tax(11)(88)
Total reclassifications, net of tax$119 $130 
10


Note 4. New Authoritative Accounting Guidance
ASU No. 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements,” amends the existing requirement that cash flow hedges of groups of individual forecasted transactions that use a single derivative as the hedging instrument share the same risk exposure. Instead, the new guidance requires such groups to have a similar risk exposure. Additionally, ASU No. 2025-09 clarifies that the quantitative threshold for determining similar risk exposure aligns with the highly effective threshold used in assessing hedge effectiveness. ASU No. 2025-09 is effective for interim and annual reporting periods beginning after December 15, 2026 with early adoption permitted. The amendments should be applied prospectively to all hedging relationships beginning on or after the date of adoption. ASU No. 2025-09 is currently not expected to have a significant impact on Valley’s consolidated financial statements.
ASU No. 2025-08, “Financial Instruments - Credit Losses (Topic 326): Purchased Loans,” amends the guidance in ASC 326 on the accounting for certain purchased loans. Under ASU No. 2025-8, entities must account for acquired loans that meet certain criteria of “purchased seasoned loans” at acquisition by recognizing them at their purchase price plus an allowance for expected credit losses (gross-up approach). The intent of amendments is to align the accounting for purchased seasoned loans with the current accounting guidance under ASC 326 for purchased financial assets with credit deterioration (PCD assets). ASU No. 2025-08 is effective for interim and annual reporting periods beginning after December 15, 2026 with early adoption permitted. The amendments must be applied prospectively. ASU No. 2025-08 is currently not expected to have a significant impact on Valley's consolidated financial statements.
ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” clarifies and modernizes the accounting for costs related to internal-use software. The new guidance clarifies the threshold entities apply to begin capitalizing costs and removes all references to project stages in ASC Subtopic 350-40. ASU No. 2025-06 is effective for all entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. The new guidance may be applied using a prospective, retrospective or modified transition approach with early adoption permitted. ASU No. 2025-06 is currently not expected to have a significant impact on Valley's consolidated financial statements.
ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU No. 2024-03 does not change the expense captions an entity presents on the face of the income statement. Subsequently issued ASU No. 2025-01 amended the effective date of ASU No. 2024-03 to require all public business entities to adopt the new guidance for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective application are permitted. The adoption of ASU No. 2024-03 is currently not expected to have a significant impact on Valley's consolidated financial statements and disclosures.
Note 5. Fair Value Measurement of Assets and Liabilities
ASC Topic 820, “Fair Value Measurement,” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

•Level 1    - Unadjusted exchange quoted prices in active markets for identical assets or liabilities, or identical liabilities traded as assets that the reporting entity has the ability to access at the measurement date.
•Level 2 - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly (i.e., quoted prices on similar assets) for substantially the full term of the asset or liability.
11

•Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis
The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at March 31, 2026 and December 31, 2025. The assets presented under “non-recurring fair value measurements” in the tables below are not measured at fair value on an ongoing basis but are subject to fair value adjustments under certain circumstances (e.g., when an impairment loss is recognized). 
 Fair Value Measurements at Reporting Date Using:
 March 31,
2026		Quoted Prices
in Active Markets
for Identical
Assets (Level 1)		Significant
Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
 (in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Equity securities$23,240 $23,240 $— $— 
Equity securities at net asset value (NAV)
9,371 — — — 
Available for sale debt securities:
U.S. Treasury securities227,333 227,333 — — 
U.S. government agency securities38,862 — 38,862 — 
Obligations of states and political subdivisions189,851 — 189,851 — 
Residential mortgage-backed securities3,471,873 — 3,471,873 — 
Corporate and other debt securities229,115 — 229,115 — 
Total available for sale debt securities4,157,034 227,333 3,929,701 — 
Loans held for sale (1)
2,477 — 2,477 — 
Other assets (2)
210,774 — 210,774 — 
Total assets$4,402,896 $250,573 $4,142,952 $— 
Liabilities
Other liabilities (2)
$211,748 $— $211,748 $— 
Total liabilities$211,748 $— $211,748 $— 
Non-recurring fair value measurements:
Collateral dependent loans (3)
$105,559 $— $— $105,559 
Foreclosed assets 3,356 — — 3,356 
Total$108,915 $— $— $108,915 
12

  Fair Value Measurements at Reporting Date Using:
 December 31,
2025		Quoted Prices
in Active Markets
for Identical
Assets (Level 1)		Significant
Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
 (in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Equity securities $23,293 $23,293 $— $— 
Equity securities at net asset value (NAV)
10,110 — — — 
Available for sale debt securities:
U.S. Treasury securities228,487 228,487 — — 
U.S. government agency securities39,944 — 39,944 — 
Obligations of states and political subdivisions193,380 — 193,380 — 
Residential mortgage-backed securities3,514,078 — 3,514,078 — 
Corporate and other debt securities226,329 — 226,329 — 
Total available for sale debt securities4,202,218 228,487 3,973,731 — 
Loans held for sale (1)
8,212 — 8,212 — 
Other assets (2)
182,673 — 182,673 — 
Total assets$4,426,506 $251,780 $4,164,616 $— 
Liabilities
Other liabilities (2)
$184,162 $— $184,162 $— 
Total liabilities$184,162 $— $184,162 $— 
Non-recurring fair value measurements:
Collateral dependent loans (3)
$105,107 $— $— $105,107 
Foreclosed assets 5,680 — — 5,680 
Total$110,787 $— $— $110,787 
(1)Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $2.5 million and $8.1 million at March 31, 2026 and December 31, 2025, respectively.
(2)Derivative financial instruments are included in this category.
(3)Net of specific reserve allocations reported within the allowance for loan losses totaling $78.5 million and $82.0 million at March 31, 2026 and December 31, 2025, respectively.

Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following valuation techniques were used for financial instruments measured at fair value on a recurring basis. All of the valuation techniques described below apply to the unpaid principal balance, excluding any accrued interest or dividends at the measurement date. Interest income and expense are recorded within the consolidated statements of income depending on the nature of the instrument using the effective interest method based on acquired discount or premium.
Equity securities. The equity securities consisted of two publicly traded mutual funds and CRA investments. These investments are reported at fair value utilizing Level 1 inputs.
Equity securities at NAV. Valley also has privately held CRA funds and investments in entities that develop new financial technologies, including limited liability companies and partnerships. These investments are at fair value measured at NAV using the most recently available financial information from the investee. Certain equity investments without readily determinable fair values are measured at NAV per share (or its equivalent) as a practical expedient and are excluded from fair value hierarchy levels in the tables above.
13

Available for sale debt securities. U.S. Treasury securities are reported at fair value utilizing Level 1 inputs. The majority of other investment securities are reported at fair value utilizing Level 2 inputs. The prices for these instruments are obtained through an independent pricing service or dealer market participants with whom Valley has historically transacted both purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the data and assumptions used in pricing the securities by its third party provider to ensure the highest level of significant inputs are derived from market observable data. In addition, Valley reviews the volume and level of activity for all AFS debt securities and attempts to identify transactions which may not be orderly or reflective of a significant level of activity and volume.
Loans held for sale. Residential mortgage loans originated for sale are reported at fair value using Level 2 inputs. The fair values were calculated utilizing quoted prices for similar assets in active markets. The market prices represent a delivery price, which reflects the underlying price each institution would pay Valley for an immediate sale of an aggregate pool of mortgages. Non-performance risk did not materially impact the fair value of mortgage loans held for sale at March 31, 2026 and December 31, 2025 based on the short duration these assets were held and their credit quality.
Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The fair values of Valley’s derivatives are determined using third party prices that are based on discounted cash flow analysis using observed market inputs, such as the SOFR curve at March 31, 2026 and December 31, 2025. The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at March 31, 2026 and December 31, 2025), is determined based on the current market prices for similar instruments. The fair value of a credit default swap related to a portion of Valley's automobile loan portfolio is based on estimated discounted cash flows that incorporate market data for auto credit loss forecasts and anticipated cash outflows for the instrument's premium payments. The fair value of most of the derivatives incorporate credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, to account for potential nonperformance risk of Valley and its counterparties. The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at March 31, 2026 and December 31, 2025. See Note 12 for additional details on Valley's derivatives.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
The following valuation techniques were used for certain non-financial assets measured at fair value on a non-recurring basis, including collateral dependent loans reported at the fair value of the underlying collateral and foreclosed assets, which are reported at fair value upon initial recognition or subsequent impairment as described below.
Collateral dependent loans. Collateral dependent loans are loans where foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and substantially all the repayment is expected from the sale of collateral. Collateral dependent loans are reported at the fair value of the underlying collateral when the fair value is lower than the recorded investment in the loan. Collateral values are estimated using Level 3 inputs, consisting of individual third party appraisals that may be adjusted based on certain discounting criteria. Certain real estate appraisals may be discounted based on specific market data by location and property type. At March 31, 2026, collateral dependent loans were individually re-measured and reported at fair value (net carrying amount) through direct loan charge-offs to the allowance for loan losses based on the fair value of the underlying collateral. Collateral dependent loans with a total amortized cost of $184.0 million (including taxi medallion loans totaling $46.6 million), were reduced by specific allowance for loan loss allocations totaling $78.5 million to a reported total net carrying amount of $105.6 million at March 31, 2026.
Foreclosed assets. Certain foreclosed assets (consisting of other real estate owned and other repossessed assets included in other assets), upon initial recognition and transfer from loans, are re-measured and reported at fair value
14

using Level 3 inputs, consisting of a third party appraisal less estimated cost to sell. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If further declines in the estimated fair value of an asset occur, the asset is re-measured and reported at fair value through a write-down recorded in non-interest expense. There were no write-downs of foreclosed assets during the three months ended March 31, 2026 and 2025. There were no adjustments to the appraisals of foreclosed assets at March 31, 2026 and December 31, 2025.
Other Fair Value Disclosures
ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.
The fair value estimates presented in the following table were based on pertinent market data and relevant information on the financial instruments available as of the valuation date. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire portfolio of financial instruments. Because no market exists for a portion of the financial instruments, fair value estimates may be based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For instance, Valley has certain fee-generating business lines (e.g., its mortgage servicing operations or Wealth Management reporting unit) that were not considered in these estimates since these activities are not financial instruments. In addition, the tax implications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.
15

The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at March 31, 2026 and December 31, 2025 were as follows: 
 Fair Value
Hierarchy		March 31, 2026December 31, 2025
 Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
 (in thousands)
Financial assets
Cash and due from banksLevel 1$362,073 $362,073 $315,166 $315,166 
Interest bearing deposits with banksLevel 1797,357 797,357 1,268,399 1,268,399 
Equity securities (1)
Level 351,255 51,255 49,371 49,371 
Held to maturity debt securities:
U.S. government agency securitiesLevel 2291,085 249,519 292,269 253,062 
Obligations of states and political subdivisionsLevel 2356,992 327,967 353,875 333,834 
Residential mortgage-backed securitiesLevel 22,862,831 2,548,404 2,732,752 2,431,987 
Trust preferred securitiesLevel 236,109 30,953 36,103 30,689 
Corporate and other debt securitiesLevel 273,537 71,897 81,572 80,031 
Total held to maturity debt securities (2)
3,620,554 3,228,740 3,496,571 3,129,603 
Net loans (3)
Level 350,253,070 48,379,622 49,571,352 47,868,967 
Accrued interest receivableLevel 1244,275 244,275 243,897 243,897 
FRB and FHLB stock (4)
Level 2324,709 324,709 339,484 339,484 
Financial liabilities
Deposits without stated maturitiesLevel 141,423,473 41,423,473 40,758,970 40,758,970 
Deposits with stated maturitiesLevel 211,436,148 11,451,071 11,424,123 11,465,247 
Short-term borrowingsLevel 263,877 61,125 91,475 88,468 
Long-term borrowingsLevel 22,560,887 2,554,952 2,908,579 2,916,674 
Junior subordinated debentures issued to capital trusts
Level 257,890 51,163 57,803 53,050 
Accrued interest payable (5)
Level 184,964 84,964 89,683 89,683 
(1)Represents equity securities without a readily determinable fair value, which are measured based on the price at which the investment was acquired plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments. Total changes in the valuation of equity securities were immaterial for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.
(2)The carrying amount is presented gross without the allowance for credit losses.
(3)Includes non-performing loans held for sale carried at lower of cost (or market) of $8.8 million at March 31, 2026 and $18.0 million at December 31, 2025, respectively.
(4)Included in other assets.
(5)Included in accrued expenses and other liabilities.
Note 6. Investment Securities
Equity Securities
Equity securities totaled $83.9 million and $82.8 million at March 31, 2026 and December 31, 2025, respectively. See Note 5 for further details on equity securities.
16

Available for Sale Debt Securities
The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities at March 31, 2026 and December 31, 2025 were as follows: 
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair Value
 (in thousands)
March 31, 2026
U.S. Treasury securities$251,052 $— $(23,719)$227,333 
U.S. government agency securities40,223 25 (1,386)38,862 
Obligations of states and political subdivisions:
Obligations of states and state agencies43,701 — (738)42,963 
Municipal bonds183,723 — (36,835)146,888 
Total obligations of states and political subdivisions227,424 — (37,573)189,851 
Residential mortgage-backed securities3,522,295 20,570 (70,992)3,471,873 
Corporate and other debt securities235,970 1,676 (8,531)229,115 
Total $4,276,964 $22,271 $(142,201)$4,157,034 
December 31, 2025
U.S. Treasury securities$250,494 $226 $(22,233)$228,487 
U.S. government agency securities41,026 35 (1,117)39,944 
Obligations of states and political subdivisions:
Obligations of states and state agencies44,079 — (646)43,433 
Municipal bonds181,883 1 (31,937)149,947 
Total obligations of states and political subdivisions225,962 1 (32,583)193,380 
Residential mortgage-backed securities3,541,284 36,238 (63,444)3,514,078 
Corporate and other debt securities231,876 1,781 (7,328)226,329 
Total$4,290,642 $38,281 $(126,705)$4,202,218 

Accrued interest on investments, which is excluded from the amortized cost of AFS debt securities, totaled $18.3 million and $18.2 million at March 31, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
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The age of unrealized losses and fair value of the related AFS debt securities at March 31, 2026 and December 31, 2025 were as follows: 
 Less than 12 MonthsMore than 12 MonthsTotal
 Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses
 (in thousands)
March 31, 2026
U.S. Treasury securities$99,405 $(625)$127,928 $(23,094)$227,333 $(23,719)
U.S. government agency securities17,877 (104)19,828 (1,282)37,705 (1,386)
Obligations of states and political subdivisions:
Obligations of states and state agencies
— — 5,238 (738)5,238 (738)
Municipal bonds2,322 (101)136,980 (36,734)139,302 (36,835)
Total obligations of states and political subdivisions
2,322 (101)142,218 (37,472)144,540 (37,573)
Residential mortgage-backed securities903,487 (8,103)481,145 (62,889)1,384,632 (70,992)
Corporate and other debt securities39,276 (464)121,413 (8,067)160,689 (8,531)
Total$1,062,367 $(9,397)$892,532 $(132,804)$1,954,899 $(142,201)
December 31, 2025
U.S. Treasury securities$— $— $128,232 $(22,233)$128,232 $(22,233)
U.S. government agency securities— — 20,754 (1,117)20,754 (1,117)
Obligations of states and political subdivisions:
Obligations of states and state agencies
— — 5,453 (646)5,453 (646)
Municipal bonds— — 141,083 (31,937)141,083 (31,937)
Total obligations of states and political subdivisions
— — 146,536 (32,583)146,536 (32,583)
Residential mortgage-backed securities118,263 (234)650,985 (63,210)769,248 (63,444)
Corporate and other debt securities12,741 (9)132,307 (7,319)145,048 (7,328)
Total$131,004 $(243)$1,078,814 $(126,462)$1,209,818 $(126,705)
Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 650 and 602 at March 31, 2026 and December 31, 2025, respectively.    
As of March 31, 2026, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $1.1 billion.

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Contractual Maturities
The contractual maturities of AFS debt securities at March 31, 2026 are set forth in the following table. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Residential mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties.
 March 31, 2026
 Amortized
Cost		Fair
Value
 (in thousands)
Due in one year$5,955 $5,915 
Due after one year through five years232,017 228,079 
Due after five years through ten years244,630 236,171 
Due after ten years272,067 214,996 
Residential mortgage-backed securities3,522,295 3,471,873 
Total $4,276,964 $4,157,034 
The weighted average remaining expected life for AFS residential mortgage-backed securities was 6.80 years at March 31, 2026.
Impairment Analysis of Available For Sale Debt Securities
Valley's AFS debt securities portfolio includes corporate bonds and revenue bonds, among other securities. These securities may pose a higher risk of future impairment due to economic uncertainty and potential adverse effects on issuers’ performance.
AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. Valley also evaluated AFS debt securities that were in an unrealized loss position as of March 31, 2026 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors. Based on a comparison of the present value of expected cash flows to the amortized cost, there was no impairment recognized during the three months ended March 31, 2026 and 2025.
Valley does not intend to sell any of its AFS debt securities in an unrealized loss position prior to recovery of their amortized cost basis, and it is more likely than not that Valley will not be required to sell any of these securities prior to recovery of their amortized cost basis. None of the AFS debt securities were past due as of March 31, 2026. As a result, there was no allowance for credit losses for AFS debt securities at March 31, 2026 and December 31, 2025.

19

Held to Maturity Debt Securities
The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at March 31, 2026 and December 31, 2025 were as follows: 
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair ValueAllowance for Credit LossesNet Carrying Value
 (in thousands)
March 31, 2026
U.S. government agency securities$291,085 $37 $(41,603)$249,519 $— $291,085 
Obligations of states and political subdivisions:
Obligations of states and state agencies58,929 346 (4,102)55,173 1 58,928 
Municipal bonds298,063 24 (25,293)272,794 172 297,891 
Total obligations of states and political subdivisions356,992 370 (29,395)327,967 173 356,819 
Residential mortgage-backed securities2,862,831 6,313 (320,740)2,548,404 — 2,862,831 
Trust preferred securities36,109 — (5,156)30,953 417 35,692 
Corporate and other debt securities73,537 1 (1,641)71,897 156 73,381 
Total $3,620,554 $6,721 $(398,535)$3,228,740 $746 $3,619,808 
December 31, 2025
U.S. government agency securities$292,269 $19 $(39,226)$253,062 $— $292,269 
Obligations of states and political subdivisions:
Obligations of states and state agencies
60,801 504 (3,293)58,012 2 60,799 
Municipal bonds293,074 43 (17,295)275,822 134 292,940 
Total obligations of states and political subdivisions353,875 547 (20,588)333,834 136 353,739 
Residential mortgage-backed securities2,732,752 11,050 (311,815)2,431,987 — 2,732,752 
Trust preferred securities36,103 — (5,414)30,689 425 35,678 
Corporate and other debt securities81,572 — (1,541)80,031 173 81,399 
Total $3,496,571 $11,616 $(378,584)$3,129,603 $734 $3,495,837 
Accrued interest on investments, which is excluded from the amortized cost of HTM debt securities, totaled $12.0 million and $12.3 million at March 31, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. HTM debt securities are carried net of an allowance for credit losses (as shown in the table above).
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The age of unrealized losses and fair value of related HTM debt securities at March 31, 2026 and December 31, 2025 were as follows: 
 Less than 12 MonthsMore than 12 MonthsTotal
 Fair ValueUnrealized
Losses		Fair ValueUnrealized
Losses		Fair ValueUnrealized
Losses
 (in thousands)
March 31, 2026
U.S. government agency securities$78 $— $232,776 $(41,603)$232,854 $(41,603)
Obligations of states and political subdivisions:
Obligations of states and state agencies11,440 (234)30,622 (3,868)42,062 (4,102)
Municipal bonds70,014 (7,199)145,096 (18,094)215,110 (25,293)
Total obligations of states and political subdivisions
81,454 (7,433)175,718 (21,962)257,172 (29,395)
Residential mortgage-backed securities
345,140 (4,530)1,770,474 (316,210)2,115,614 (320,740)
Trust preferred securities— — 30,953 (5,156)30,953 (5,156)
Corporate and other debt securities— — 59,395 (1,641)59,395 (1,641)
Total$426,672 $(11,963)$2,269,316 $(386,572)$2,695,988 $(398,535)
December 31, 2025
U.S. government agency securities$— $— $235,027 $(39,226)$235,027 $(39,226)
Obligations of states and political subdivisions:
Obligations of states and state agencies8,974 (161)32,537 (3,132)41,511 (3,293)
Municipal bonds18,237 (1,777)176,687 (15,518)194,924 (17,295)
Total obligations of states and political subdivisions
27,211 (1,938)209,224 (18,650)236,435 (20,588)
Residential mortgage-backed securities
23,866 (152)1,837,989 (311,663)1,861,855 (311,815)
Trust preferred securities— — 30,689 (5,414)30,689 (5,414)
Corporate and other debt securities
10,471 (29)64,560 (1,512)75,031 (1,541)
Total$61,548 $(2,119)$2,377,489 $(376,465)$2,439,037 $(378,584)
Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 706 and 667 at March 31, 2026 and December 31, 2025, respectively.
As of March 31, 2026, the fair value of HTM debt securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $1.1 billion.
Contractual Maturities
The contractual maturities of investments in HTM debt securities at March 31, 2026 is set forth in the table below. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Residential mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties.
21

 March 31, 2026
 Amortized
Cost		Fair
Value
 (in thousands)
Due in one year$47,797 $47,682 
Due after one year through five years50,493 49,767 
Due after five years through ten years177,188 167,436 
Due after ten years482,245 415,451 
Residential mortgage-backed securities2,862,831 2,548,404 
Total$3,620,554 $3,228,740 
The weighted-average remaining expected life for HTM residential mortgage-backed securities was 9.34 years at March 31, 2026.
Credit Quality Indicators
Valley monitors the credit quality of the HTM debt securities utilizing the most current credit ratings from external rating agencies. The following table summarizes the amortized cost of HTM debt securities by external credit rating at March 31, 2026 and December 31, 2025.
AAA/AA/A RatedBBB ratedNon-ratedTotal
 (in thousands)
March 31, 2026
U.S. government agency securities$291,085 $— $— $291,085 
Obligations of states and political subdivisions:
Obligations of states and state agencies45,807 — 13,122 58,929 
Municipal bonds237,021 — 61,042 298,063 
Total obligations of states and political subdivisions282,828 — 74,164 356,992 
Residential mortgage-backed securities2,862,831 — — 2,862,831 
Trust preferred securities— — 36,109 36,109 
Corporate and other debt securities— — 73,537 73,537 
Total $3,436,744 $— $183,810 $3,620,554 
December 31, 2025
U.S. government agency securities$292,269 $— $— $292,269 
Obligations of states and political subdivisions:
Obligations of states and state agencies47,458 — 13,343 60,801 
Municipal bonds239,905 — 53,169 293,074 
Total obligations of states and political subdivisions287,363 — 66,512 353,875 
Residential mortgage-backed securities2,732,752 — — 2,732,752 
Trust preferred securities— — 36,103 36,103 
Corporate and other debt securities— 3,000 78,572 81,572 
Total$3,312,384 $3,000 $181,187 $3,496,571 
Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations. At March 31, 2026, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the “non-rated” category included municipal bonds secured by Ginnie Mae securities. Trust preferred securities consist of non-rated single-issuer securities issued by bank holding companies. Corporate bonds consist of debt primarily issued by banks.
22

Allowance for Credit Losses for Held to Maturity Debt Securities
Valley has a zero loss expectation for certain securities within the HTM portfolio, and therefore it is not required to estimate an allowance for credit losses related to these securities under the CECL standard. After an evaluation of qualitative factors, Valley identified the following security types which it believes qualify for this exclusion: U.S. Treasury securities, U.S. government agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds. To measure the expected credit losses on HTM debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third party.
The following table details the activity in the allowance for credit losses for HTM securities for the three months ended March 31, 2026 and 2025: 
Three Months Ended
March 31,
20262025
(in thousands)
Beginning balance$734 $647 
Provision (credit) for credit losses12 (14)
Ending balance$746 $633 
There were no net charge-offs of HTM debt securities in the respective periods presented in the table above.
Note 7. Loans and Allowance for Credit Losses for Loans
The details of the loan portfolio as of March 31, 2026 and December 31, 2025 were as follows: 
 March 31, 2026December 31, 2025
 (in thousands)
Loans:
Commercial and industrial$11,104,079 $10,961,519 
Commercial real estate:
Commercial real estate27,224,590 26,772,749 
Construction2,485,387 2,471,233 
Total commercial real estate loans29,709,977 29,243,982 
Residential mortgage5,869,070 5,826,192 
Consumer:
Home equity701,136 687,680 
Automobile2,198,102 2,184,600 
Other consumer1,246,456 1,232,755 
Total consumer loans4,145,694 4,105,035 
Total loans$50,828,820 $50,136,728 
Total loans include net unearned discounts and deferred loan fees of $15.9 million and $17.4 million at March 31, 2026 and December 31, 2025, respectively.
Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $208.6 million and $209.5 million at March 31, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
23

Loan Portfolio Sales and Transfers to Loans Held for Sale
There were no transfers of loans from the held for investment loan portfolio to loans held for sale during the three months ended March 31, 2026. During the first quarter of 2026, Valley sold a non-performing commercial real estate loan relationship totaling $9.1 million that was transferred from the held for investment loan portfolio to loans held for sale during the fourth quarter of 2025. The sale resulted in the recognition of a $767 thousand net gain during the three months ended March 31, 2026. See Valley’s Annual Report for details regarding transfers and sales of loans for the year ended December 31, 2025.
Credit Risk Management
Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk appetite. Management reviews and approves these policies and procedures on a regular basis with subsequent approval by the Board annually. Credit authority relating to a significant dollar percentage of the overall portfolio is centralized and controlled by the Credit Risk Management Division and by the Credit Committee. Loan portfolio diversification is an important factor utilized by Valley to manage its risk across business sectors and through cyclical economic circumstances. Additionally, Valley does not accept crypto assets as loan collateral for any of its loan portfolio classes. See Valley’s Annual Report for further details.
Credit Quality
The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at March 31, 2026 and December 31, 2025:
Past Due and Non-Accrual Loans
 30-59  Days 
Past Due Loans		60-89  Days 
Past Due Loans		90 Days or More
Past Due Loans		Non-Accrual Loans
Total Past Due Loans
Current Loans
Total Loans		Non-Accrual Loans Without Allowance for Loan Losses
 (in thousands)
March 31, 2026
Commercial and industrial
$5,285 $1,015 $3,499 $145,804 $155,603 $10,948,476 $11,104,079 $21,659 
Commercial real estate:
Commercial real estate
69,494 — — 225,417 294,911 26,929,679 27,224,590 188,456 
Construction— — — 9,148 9,148 2,476,239 2,485,387 — 
Total commercial real estate loans69,494 — — 234,565 304,059 29,405,918 29,709,977 188,456 
Residential mortgage20,534 4,285 5,894 45,988 76,701 5,792,369 5,869,070 33,573 
Consumer loans:
Home equity1,409 303 — 6,032 7,744 693,392 701,136 2,293 
Automobile9,219 1,560 781 238 11,798 2,186,304 2,198,102 — 
Other consumer2,484 1,643 528 19 4,674 1,241,782 1,246,456 — 
Total consumer loans13,112 3,506 1,309 6,289 24,216 4,121,478 4,145,694 2,293 
Total$108,425 $8,806 $10,702 $432,646 $560,579 $50,268,241 $50,828,820 $245,981 

24

 Past Due and Non-Accrual Loans  
 
30-59
Days
Past Due Loans		60-89 
Days
Past Due Loans		90 Days or More
Past Due Loans		Non-Accrual Loans
Total Past Due Loans
Current Loans		Total LoansNon-Accrual Loans Without Allowance for Loan Losses
(in thousands)
December 31, 2025
Commercial and industrial$11,177 $1,274 $— $138,321 $150,772 $10,810,747 $10,961,519 $21,132 
Commercial real estate:
Commercial real estate72,810 — 212 236,221 309,243 26,463,506 26,772,749 177,372 
Construction— — — 9,140 9,140 2,462,093 2,471,233 — 
Total commercial real estate loans72,810 — 212 245,361 318,383 28,925,599 29,243,982 177,372 
Residential mortgage21,615 10,181 3,300 44,424 79,520 5,746,672 5,826,192 28,320 
Consumer loans:
Home equity1,813 620 — 5,530 7,963 679,717 687,680 2,008 
Automobile10,827 1,328 611 279 13,045 2,171,555 2,184,600 — 
Other consumer1,780 3,321 459 23 5,583 1,227,172 1,232,755 — 
Total consumer loans14,420 5,269 1,070 5,832 26,591 4,078,444 4,105,035 2,008 
Total$120,022 $16,724 $4,582 $433,938 $575,266 $49,561,462 $50,136,728 $228,832 
Credit quality indicators. Valley utilizes an internal loan classification system as a means of reporting problem loans within commercial and industrial, commercial real estate, and construction loan portfolio classes. Under Valley’s internal risk rating system, loan relationships could be classified as “Pass,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss.” Substandard loans include loans that exhibit well-defined weakness and are characterized by the distinct possibility that Valley will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. Loans classified as Loss are those considered uncollectible with insignificant value and are charged-off immediately to the allowance for loan losses and, therefore, not presented in the table below. Loans that do not currently pose a sufficient risk to warrant classification in one of the aforementioned categories but pose weaknesses that deserve management’s close attention are deemed Special Mention. Pass rated loans do not currently pose any identified risk and can range from the highest to average quality, depending on the degree of potential risk. Risk ratings are updated any time the situation warrants.
25

The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at March 31, 2026 and December 31, 2025, as well as the gross loan charge- offs by year of origination for the three months ended March 31, 2026 and for the year ended December 31, 2025:
 Term Loans  
Amortized Cost Basis by Origination Year
March 31, 202620262025202420232022
Prior to 2022
Revolving Loans Amortized Cost BasisRevolving Loans Converted to Term LoansTotal
 (in thousands)
Commercial and industrial
Risk Rating:
Pass$470,476 $1,372,709 $1,208,406 $646,328 $478,454 $849,008 $5,356,444 $9,284 $10,391,109 
Special Mention— 7,010 8,251 15,690 18,455 24,320 144,627 7,701 226,054 
Substandard— 3,346 23,829 28,587 58,309 80,969 212,989 27,436 435,465 
Doubtful— — — 4,105 — 46,092 1,232 22 51,451 
Total commercial and industrial$470,476 $1,383,065 $1,240,486 $694,710 $555,218 $1,000,389 $5,715,292 $44,443 $11,104,079 
Commercial real estate
Risk Rating:
Pass$1,276,774 $3,134,021 $1,620,741 $2,408,811 $4,832,794 $10,421,125 $464,896 $9,676 $24,168,838 
Special Mention1,918 35,509 128,801 199,859 198,013 432,307 189,534 30,776 1,216,717 
Substandard— — 76,919 148,530 319,509 1,144,849 101,577 — 1,791,384 
Doubtful— — — 3,060 — 44,591 — — 47,651 
Total commercial real estate$1,278,692 $3,169,530 $1,826,461 $2,760,260 $5,350,316 $12,042,872 $756,007 $40,452 $27,224,590 
Construction
Risk Rating:
Pass$212,442 $766,262 $422,279 $208,405 $169,950 $106,455 $343,295 $— $2,229,088 
Special Mention— 4,403 15,704 5,961 1,171 22,380 65,041 6,934 121,594 
Substandard— — 398 — 39,530 10,177 51,622 32,978 134,705 
Total construction$212,442 $770,665 $438,381 $214,366 $210,651 $139,012 $459,958 $39,912 $2,485,387 
Gross loan charge-offs $— $144 $969 $395 $485 $13,763 $98 $684 $16,538 


26

 Term Loans  
Amortized Cost Basis by Origination Year
December 31, 202520252024202320222021
Prior to 2021
Revolving Loans Amortized Cost BasisRevolving Loans Converted to Term LoansTotal
 (in thousands)
Commercial and industrial
Risk Rating:
Pass$1,501,570 $1,333,581 $676,608 $511,649 $343,565 $500,972 $5,438,418 $8,600 $10,314,963 
Special Mention1,475 13,426 4,767 18,941 10,050 13,064 151,511 6,964 220,198 
Substandard3,071 4,735 26,196 60,885 3,327 78,607 172,627 23,988 373,436 
Doubtful— — 4,717 — — 46,631 1,574 — 52,922 
Total commercial and industrial$1,506,116 $1,351,742 $712,288 $591,475 $356,942 $639,274 $5,764,130 $39,552 $10,961,519 
Commercial real estate
Risk Rating:
Pass$3,179,469 $1,802,585 $2,501,008 $4,926,062 $3,406,631 $7,387,804 $576,394 $20,952 $23,800,905 
Special Mention4,617 90,876 218,532 154,578 112,038 305,609 116,595 30,943 1,033,788 
Substandard— 98,560 175,780 312,117 365,371 818,034 125,261 — 1,895,123 
Doubtful— — 3,060 — 29,133 10,740 — — 42,933 
Total commercial real estate$3,184,086 $1,992,021 $2,898,380 $5,392,757 $3,913,173 $8,522,187 $818,250 $51,895 $26,772,749 
Construction
Risk Rating:
Pass$712,797 $494,598 $215,960 $266,072 $50,397 $50,442 $368,005 $17,474 $2,175,745 
Special Mention4,261 31,142 9,329 2,859 28,205 — 78,494 6,973 161,263 
Substandard— 390 — 39,077 1,638 8,535 51,620 32,965 134,225 
Total construction$717,058 $526,130 $225,289 $308,008 $80,240 $58,977 $498,119 $57,412 $2,471,233 
Gross loan charge-offs$1,979 $7,048 $4,031 $21,122 $15,471 $29,715 $23,458 $15,921 $118,745 
27

For residential mortgage, home equity, automobile and other consumer loan portfolio classes, Valley evaluates credit quality based on the aging status of the loan and by payment activity. The following table presents the amortized cost in those loan classes based on payment activity by origination year as of March 31, 2026 and December 31, 2025, as well as the gross loan charge-offs by year of origination for the three months ended March 31, 2026 and for the year ended December 31, 2025:
 Term Loans  
Amortized Cost Basis by Origination Year
March 31, 202620262025202420232022
Prior to 2022
Revolving Loans Amortized Cost BasisRevolving Loans Converted to Term LoansTotal
 (in thousands)
Residential mortgage
Performing$152,353 $603,052 $359,245 $364,269 $1,205,951 $3,076,054 $86,394 $— $5,847,318 
90 days or more past due— — 3,677 1,447 1,619 14,328 — 681 21,752 
Total residential mortgage $152,353 $603,052 $362,922 $365,716 $1,207,570 $3,090,382 $86,394 $681 $5,869,070 
Consumer loans
Home equity
Performing$4,923 $23,607 $16,957 $22,151 $32,438 $59,578 $531,649 $7,008 $698,311 
90 days or more past due— — 244 493 1,383 478 — 227 2,825 
Total home equity4,923 23,607 17,201 22,644 33,821 60,056 531,649 7,235 701,136 
Automobile
Performing$247,015 $952,845 $533,185 $193,850 $178,196 $92,270 $— $— $2,197,361 
90 days or more past due— 106 181 238 86 130 — — 741 
Total automobile247,015 952,951 533,366 194,088 178,282 92,400 — — 2,198,102 
Other consumer
Performing$1,371 $3,904 $9,530 $16,418 $11,765 $72,620 $1,110,261 $19,760 $1,245,629 
90 days or more past due— 32 47 44 1 84 336 283 827 
Total other consumer1,371 3,936 9,577 16,462 11,766 72,704 1,110,597 20,043 1,246,456 
Total consumer$253,309 $980,494 $560,144 $233,194 $223,869 $225,160 $1,642,246 $27,278 $4,145,694 
Gross loan charge-offs $— $323 $334 $156 $222 $2,199 $— $29 $3,263 

28

 Term Loans  
Amortized Cost Basis by Origination Year
December 31, 202520252024202320222021
Prior to 2021
Revolving Loans Amortized Cost BasisRevolving Loans Converted to Term LoansTotal
 (in thousands)
Residential mortgage
Performing$604,433 $373,656 $384,909 $1,222,224 $1,339,378 $1,792,530 $83,562 $— $5,800,692 
90 days or more past due— 3,829 1,053 1,956 4,435 13,546 — 681 25,500 
Total residential mortgage $604,433 $377,485 $385,962 $1,224,180 $1,343,813 $1,806,076 $83,562 $681 $5,826,192 
Consumer loans
Home equity
Performing$23,659 $18,041 $23,970 $33,368 $9,142 $51,005 $518,208 $7,566 $684,959 
90 days or more past due— 98 498 1,004 — 558 — 563 2,721 
Total home equity23,659 18,139 24,468 34,372 9,142 51,563 518,208 8,129 687,680 
Automobile
Performing$1,036,932 $594,866 $219,316 $209,781 $98,805 $24,078 $— $— $2,183,778 
90 days or more past due170 184 137 85 79 167 — — 822 
Total automobile1,037,102 595,050 219,453 209,866 98,884 24,245 — — 2,184,600 
Other consumer
Performing$5,327 $10,098 $17,242 $12,441 $4,563 $62,516 $1,100,473 $19,962 $1,232,622 
90 days or more past due— — 5 2 — 17 — 109 133 
Total other consumer5,327 10,098 17,247 12,443 4,563 62,533 1,100,473 20,071 1,232,755 
Total consumer$1,066,088 $623,287 $261,168 $256,681 $112,589 $138,341 $1,618,681 $28,200 $4,105,035 
Gross loan charge-offs$760 $2,181 $1,163 $1,041 $466 $2,727 $— $625 $8,963 

29

Loan modifications to borrowers experiencing financial difficulty. From time to time, Valley may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers who may be experiencing financial difficulties.
The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at March 31, 2026 that were modified during the three months ended March 31, 2026 and 2025, disaggregated by class of financing receivable and type of modification.
Term ExtensionTerm Extension and Principal ForgivenessOther than Insignificant Payment DelayTotal% of Total Loan Class
 ($ in thousands)
Three Months Ended
March 31, 2026
Commercial and industrial$53,117 $— $29,436 $82,553 0.74 %
Commercial real estate10,517 — 460 10,977 0.04 
Residential mortgage1,062 — 428 1,490 0.03 
Home equity— — 27 27 — 
Total$64,696 $— $30,351 $95,047 0.19 %
Three Months Ended
March 31, 2025
Commercial and industrial$2,145 $— $5,660 $7,805 0.08 %
Commercial real estate7,398 20,823 396 28,617 0.11 
Total$9,543 $20,823 $6,056 $36,422 0.07 %
The following table describes the types of modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2026 and 2025:
Weighted Average Term Extension (in months)Principal Forgiveness (in thousands)Weighted Average Payment Deferral (in months)
Three Months Ended
March 31, 2026
Commercial and industrial60$— 26
Commercial real estate3— 6
Residential mortgage61— 8
Home equity—— 6
Three Months Ended
March 31, 2025
Commercial and industrial11$— 6
Commercial real estate3117,500 *6
*    Relates to one loan that was partially charged off during the fourth quarter 2024 with the subsequent execution of the corresponding principal forgiveness completed in the first quarter 2025.
30

Valley closely monitors the performance of modified loans to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the aging analysis of loans that have been modified within the previous 12 months at March 31, 2026 and 2025.
Current30-89 Days Past Due90 Days or More Past Due Total
March 31, 2026(in thousands)
Commercial and industrial$139,117 *$— $— $139,117 
Commercial real estate137,687 5,454 — 143,141 
Residential mortgage2,201 *1,121 *— 3,322 
Home equity— 27 — 27 
Total$279,005 $6,602 $— $285,607 
March 31, 2025
Commercial and industrial$113,632 *$— $— $113,632 
Commercial real estate243,689 — 46 243,735 
Residential mortgage2,051 — 95 2,146 
Home equity41 — — 41 
Total$359,413 $— $141 $359,554 
*    Includes non-accrual loans.
The following table provides the amortized cost basis of loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2025 and were modified in the 12 months before the default. There were no payment defaults of such loans during the three months ended March 31, 2026.
Term ExtensionOther than Insignificant Payment Delay
Three Months Ended March 31, 2025(in thousands)
Commercial real estate$46 $— 
Residential mortgage— 95 
Total$46 $95 
Loans in process of foreclosure. OREO balance totaled $5.2 million and $4.5 million at March 31, 2026 and December 31, 2025, respectively. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $3.7 million and $3.4 million at March 31, 2026 and December 31, 2025, respectively.
Collateral dependent loans. Loans are collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. When Valley determines that repayment or satisfaction of the loan depends on the sale of the collateral, the collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process.
31

The following table presents collateral dependent loans by class as of March 31, 2026 and December 31, 2025:
 March 31,
2026		December 31,
2025
 (in thousands)
Collateral dependent loans:
Commercial and industrial *$168,934 $159,594 
Commercial real estate225,189 225,982 
Residential mortgage33,820 28,569 
Home equity2,293 2,008 
Total $430,236 $416,153 
*    Includes non-accrual loans collateralized by taxi medallions totaling $46.6 million and $47.1 million at March 31, 2026 and December 31, 2025, respectively.
Allowance for Credit Losses for Loans
The allowance for credit losses for loans consists of the allowance for loan losses and the allowance for unfunded credit commitments.
The following table summarizes the ACL for loans at March 31, 2026 and December 31, 2025: 
March 31,
2026		December 31,
2025
 (in thousands)
Components of allowance for credit losses for loans:
Allowance for loan losses$584,500 $583,400 
Allowance for unfunded credit commitments15,300 12,700 
Total allowance for credit losses for loans$599,800 $596,100 
The following table summarizes the provision for credit losses for loans for the periods indicated:
 Three Months Ended
March 31,
 20262025
 (in thousands)
Components of provision for credit losses for loans:
Provision for loan losses$18,644 $61,299 
Provision for unfunded credit commitments2,600 1,376 
Total provision for credit losses for loans$21,244 $62,675 
32

The following table details the activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2026 and 2025: 
Commercial
and Industrial		Commercial
Real Estate		Residential
Mortgage		ConsumerTotal
 (in thousands)
Three Months Ended
March 31, 2026
Allowance for loan losses:
Beginning balance$180,865 $327,426 $53,529 $21,580 $583,400 
Loans charged-off(2,782)(13,756)— (3,263)(19,801)
Charged-off loans recovered 1,398 347 83 429 2,257 
Net (charge-offs) recoveries(1,384)(13,409)83 (2,834)(17,544)
Provision (credit) for loan losses6,662 10,776 (1,912)3,118 18,644 
Ending balance$186,143 $324,793 $51,700 $21,864 $584,500 
Three Months Ended
March 31, 2025
Allowance for loan losses:
Beginning balance$173,002 $304,148 $58,895 $22,805 $558,850 
Loans charged-off (28,456)(13,423)— (2,140)(44,019)
Charged-off loans recovered 810 249 168 843 2,070 
Net (charge-offs) recoveries(27,646)(13,174)168 (1,297)(41,949)
Provision (credit) for loan losses39,344 30,688 (10,157)1,424 61,299 
Ending balance$184,700 $321,662 $48,906 $22,932 $578,200 
The following table represents the allocation of the allowance for loan losses and the related loans by loan portfolio segment disaggregated based on the allowance measurement methodology at March 31, 2026 and December 31, 2025.
Commercial and IndustrialCommercial
Real Estate		Residential
Mortgage		ConsumerTotal
 (in thousands)
March 31, 2026
Allowance for loan losses:
Individually evaluated for credit losses$70,388 $8,061 $21 $— $78,470 
Collectively evaluated for credit losses115,755 316,732 51,679 21,864 506,030 
Total$186,143 $324,793 $51,700 $21,864 $584,500 
Loans:
Individually evaluated for credit losses$168,934 $225,189 $33,820 $2,293 $430,236 
Collectively evaluated for credit losses10,935,145 29,484,788 5,835,250 4,143,401 50,398,584 
Total$11,104,079 $29,709,977 $5,869,070 $4,145,694 $50,828,820 
December 31, 2025
Allowance for loan losses:
Individually evaluated for credit losses$71,188 $10,777 $22 $— $81,987 
Collectively evaluated for credit losses109,677 316,649 53,507 21,580 501,413 
Total$180,865 $327,426 $53,529 $21,580 $583,400 
Loans:
Individually evaluated for credit losses$159,594 $225,982 $28,569 $2,008 $416,153 
Collectively evaluated for credit losses10,801,925 29,018,000 5,797,623 4,103,027 49,720,575 
Total$10,961,519 $29,243,982 $5,826,192 $4,105,035 $50,136,728 
33

Note 8. Goodwill and Other Intangible Assets
The carrying amounts of goodwill allocated to Valley's reporting units at both March 31, 2026 and December 31, 2025, were as follows:
Reporting Unit *
Wealth
Management		Consumer
Banking		Commercial
Banking		Total
(in thousands)
$78,142 $349,646 $1,441,148 $1,868,936 
*    The Wealth Management and Consumer Banking reporting units are both components of the overall Consumer Banking operating segment, which is further described in Note 15.
During the three months ended March 31, 2026, there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount. There was no impairment of goodwill recognized during the three months ended March 31, 2026 and 2025.
The following table summarizes other intangible assets as of March 31, 2026 and December 31, 2025: 
Gross
Intangible
Assets		Accumulated
Amortization		Net
Intangible
Assets
 (in thousands)
March 31, 2026
Loan servicing rights$129,417 $(109,744)$19,673 
Core deposits205,870 (154,102)51,768 
Other50,393 (27,064)23,329 
Total other intangible assets$385,680 $(290,910)$94,770 
December 31, 2025
Loan servicing rights$128,603 $(108,833)$19,770 
Core deposits215,620 (159,128)56,492 
Other50,393 (25,780)24,613 
Total other intangible assets$394,616 $(293,741)$100,875 
Loan servicing rights are accounted for using the amortization method. Under this method, Valley amortizes the loan servicing assets over the period of the economic life of the assets arising from estimated net servicing revenues. On a quarterly basis, Valley stratifies its loan servicing assets into groupings based on risk characteristics and assesses each group for impairment based on fair value. Impairment charges on loan servicing rights are recognized in earnings when the book value of a stratified group of loan servicing rights exceeds its estimated fair value. There was no impairment of loan servicing rights recognized during the three months ended March 31, 2026 and 2025.
Core deposits are amortized using an accelerated method over a period of 10.0 years.
The line item labeled “Other” included in the table above primarily consists of customer lists, certain financial asset servicing contracts and covenants not to compete, which are amortized over their expected lives generally using a straight-line method and have a weighted average amortization period of approximately 13.6 years.
Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists. There was no impairment of core deposits and other intangibles recognized during the three months ended March 31, 2026 and 2025.
34

The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2026 through 2030: 
YearLoan Servicing
Rights		Core
Deposits		Other
 (in thousands)
2026$1,938 $12,499 $3,521 
20272,329 13,544 4,205 
20282,055 10,117 3,633 
20291,810 7,500 3,081 
20301,594 4,914 2,584 
Valley recognized amortization expense on other intangible assets totaling approximately $6.9 million and $8.0 million for the three months ended March 31, 2026 and 2025.
Note 9. Deposits
The scheduled maturities of time deposits as of March 31, 2026 were as follows: 
YearAmount
 (in thousands)
2026$7,301,188 
20273,236,725 
2028796,609 
202970,645 
203012,154 
Thereafter18,827 
Total time deposits$11,436,148 
Note 10. Borrowed Funds
Short-Term Borrowings
Short-term borrowings at March 31, 2026 and December 31, 2025 consisted of the following:
March 31, 2026December 31, 2025
 (in thousands)
Securities sold under agreements to repurchase$63,877 $91,475 
Long-Term Borrowings
Long-term borrowings at March 31, 2026 and December 31, 2025 consisted of the following:    
March 31, 2026December 31, 2025
 (in thousands)
FHLB advances$2,113,603 $2,463,604 
Subordinated debt, net *
447,284 444,975 
Total long-term borrowings$2,560,887 $2,908,579 
*
Subordinated debt is reported net of debt issuance costs and fair value hedging adjustments at both March 31, 2026 and December 31, 2025.
35

FHLB advances. Long-term FHLB advances had a weighted average interest rate of 4.38 percent and 4.42 percent at March 31, 2026 and December 31, 2025, respectively. FHLB advances are secured by pledges of certain eligible collateral, including, but not limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans.

The long-term FHLB advances at March 31, 2026 are scheduled for contractual balance repayments as follows:
YearAmount
 (in thousands)
2026$251,803 
20271,066,800 
2028545,000 
2029250,000 
Total long-term FHLB advances$2,113,603 
The FHLB advances reported in the table above are not callable for early redemption.
There were no new issuances or maturities, calls or principal repayments of subordinated debt during the three months ended March 31, 2026. See Note 9 in Valley’s Annual Report for additional information on the outstanding subordinated debt at March 31, 2026.
Note 11. Stock–Based Compensation
Valley maintains an incentive compensation plan to provide long-term incentives to officers, employees and non-employee directors whose contributions are essential to the continued growth and success of Valley. Under the plan, Valley may issue awards in amounts up to 14.5 million shares, subject to certain adjustments. As of March 31, 2026, 4.8 million shares of common stock were available for issuance under the plan.
RSUs are awarded as performance-based RSUs and time-based RSUs. Performance-based RSUs vest based on (i) growth in tangible book value per share plus dividends and (ii) total shareholder return as compared to our peer group. The performance-based RSUs “cliff” vest after three years based on the cumulative performance of Valley during that time period. Generally, time-based RSUs vest ratably in one-third increments each year over a three-year vesting period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common shares) over the applicable performance or service period. Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date or forfeited if the applicable performance or service conditions are not met.
The table below summarizes RSU awards granted and average grant date fair values for the three months ended March 31, 2026 and 2025:
Three Months Ended
March 31,
20262025
Award shares granted:
Performance-based RSUs 649,187 648,608 
Time-based RSUs2,540,549 2,505,937 
Average grant date fair value per share:
Performance-based RSUs $14.46 $11.06 
Time-based RSUs$13.33 $9.96 
Stock award fair values are expensed over the shorter of the vesting or required service period. Valley recorded total stock-based compensation expense of approximately $7.7 million and $6.8 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the unrecognized amortization expense for all stock-
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based employee compensation totaled approximately $69.5 million. This expense will be recognized over an average remaining vesting period of approximately 2.2 years. See Note 11 in Valley’s Annual Report for additional information on the stock-based compensation awards.
Note 12. Derivative Instruments and Hedging Activities
Valley enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest and currency rates.
Cash Flow Hedges of Interest Rate Risk. Valley’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, Valley has used interest rate swaps, from time to time, as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed-rate amounts from a counterparty, respectively.
Fair Value Hedges of Fixed Rate Assets and Liabilities. Valley is exposed to changes in the fair value of certain fixed-rate assets and liabilities due to changes in interest rates and uses interest rate swaps to manage the exposure to changes in fair value. For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. See Note 14 to Valley's Annual Report for additional information regarding Valley's fair value hedges.
Non-designated Hedges. Derivatives not designated as hedges may be used to manage Valley’s exposure to interest rate movements or to provide a service to customers but do not meet the requirements for hedge accounting under GAAP. Derivatives not designated as hedges are not entered into for speculative purposes. Valley executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Valley executes with a third party, such that Valley minimizes its net risk exposure resulting from such transactions. As these interest rate swaps do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.
Valley sometimes enters into risk participation agreements with external lenders where the banks are sharing their risk of default on the interest rate swaps on participated loans. Valley either pays or receives a fee depending on the type of participation. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value of credit derivatives are recognized directly in earnings. At March 31, 2026, Valley had 61 credit swaps with an aggregate notional amount of $928.3 million related to risk participation agreements.
At March 31, 2026, Valley had two “steepener” swaps, each with a current notional amount of $10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the Constant Maturity Swap rate curve. Although these types of instruments do not meet the hedge accounting requirements, the change in fair value of both the bifurcated derivative and the stand-alone swap tends to move in opposite directions with changes in the three-month Term SOFR rate and, therefore, provide an effective economic hedge.
Valley regularly enters into mortgage banking derivatives which are not designated as hedges. These derivatives include interest rate lock commitments provided to customers to fund certain residential mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. Valley enters into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on Valley's commitments to fund the loans as well as on its portfolio of mortgage loans held for sale.
Valley enters into foreign currency forward and option contracts, primarily to accommodate our customers that are not designated as hedging instruments. Upon the origination of certain foreign currency denominated transactions (including foreign currency holdings and non-U.S. dollar denominated loans) with a client, we enter into a
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respective hedging contract with a third party financial institution to mitigate the economic impact of foreign currency exchange rate fluctuation.
During 2024, Valley entered into a credit default swap related to approximately $1.5 billion in automobile loans primarily to enhance the risk profile of these assets for regulatory capital purposes. The covered loans have a total remaining balance of $558.4 million within Valley's $2.2 billion automobile loan portfolio at March 31, 2026. The credit default swap is a free-standing contract measured at fair value with resulting gains or losses recognized in non-interest expense. The premium amortization expense associated with the credit protection totaling $703 thousand and $2.0 million for the three months ended March 31, 2026 and 2025, respectively, and was recorded within other expense reported in non-interest expense.
Amounts included in the consolidated statements of financial condition related to the fair value of Valley’s derivative financial instruments were as follows: 
 March 31, 2026December 31, 2025
 Fair ValueFair Value
Other AssetsOther LiabilitiesNotional AmountOther AssetsOther LiabilitiesNotional Amount
 (in thousands)
Derivatives designated as hedging instruments:
Fair value hedge interest rate swaps $391 $4,245 $780,322 $1,319 $4,088 $780,322 
Total derivatives designated as hedging instruments$391 $4,245 $780,322 $1,319 $4,088 $780,322 
Derivatives not designated as hedging instruments:
Interest rate swaps and other contracts*
$186,374 $186,151 $18,673,709 $162,191 $161,911 $18,685,777 
Foreign currency derivatives23,866 21,077 2,622,876 19,140 18,031 2,343,733 
Mortgage banking derivatives143 221 39,859 23 78 25,718 
Credit default swap— 54 558,448 — 54 653,459 
Total derivatives not designated as hedging instruments$210,383 $207,503 $21,894,892 $181,354 $180,074 $21,708,687 
Total derivative financial instruments$210,774 $211,748 $22,675,214 $182,673 $184,162 $22,489,009 
* Other derivative contracts include risk participation agreements.
Gains included in the consolidated statements of income and other comprehensive loss, on a pre-tax basis, related to previously terminated interest rate derivatives designated as hedges of cash flows were as follows: 
 Three Months Ended
March 31,
 20262025
 (in thousands)
Amount of gain reclassified from accumulated other comprehensive loss to interest income$171 $301 
The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $297 thousand and $420 thousand at March 31, 2026 and December 31, 2025, respectively. The entire after-tax gain of $297 thousand will be reclassified from accumulated other comprehensive loss to interest income during the remainder of 2026.
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Gains (losses) included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value were as follows: 
Three Months Ended
March 31,
20262025
 (in thousands)
Derivative - interest rate swaps:
Interest expense$223 $4,569 
Hedged items - loans, time deposits and subordinated debt:
Interest income$— $(161)
Interest expense(188)(4,532)
The changes in the fair value of the hedged item designated as a qualifying hedge are captured as an adjustment to the carrying amount of the hedged item (basis adjustment). The following table presents the hedged item related to interest rate derivatives designated as fair value hedges and the cumulative basis fair value adjustment included in the net carrying amount of the hedged item at March 31, 2026 and December 31, 2025.
Line Item in the Statement of Financial Condition in Which the Hedged Item is IncludedNet Carrying Amount of the Hedged Asset/ LiabilityCumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset/Liability
(in thousands)
March 31, 2026
Time deposits$481,553 $1,249 
Long-term borrowings *298,026 (1,808)
December 31, 2025
Time deposits$483,348 $3,044 
Long-term borrowings *295,842 (3,790)
*    Net carrying amount includes unamortized debt issuance costs of $166 thousand and $368 thousand at March 31, 2026 and December 31, 2025, respectively.
The net gains (losses) included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows: 
 Three Months Ended
March 31,
 20262025
 (in thousands)
Non-designated hedge interest rate swaps and credit derivatives
Other non-interest expense$897 $(3,059)
Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commercial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $9.6 million and $5.8 million for the three months ended March 31, 2026 and 2025, respectively.
Collateral Requirements and Credit Risk Related Contingent Features. By using derivatives, Valley is exposed to credit risk if counterparties to the derivative contracts do not perform as expected. Management attempts to minimize counterparty credit risk through credit approvals, limits, monitoring procedures and obtaining collateral where appropriate. Credit risk exposure associated with derivative contracts is managed at Valley in conjunction with Valley’s consolidated counterparty risk management process. Valley’s counterparties and the risk limits monitored by management are periodically reviewed and approved by the Board.
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Valley has agreements with its derivative counterparties providing that if Valley defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Valley could also be declared in default on its derivative counterparty agreements. Additionally, Valley has an agreement with several of its derivative counterparties that contains provisions that require Valley’s debt to maintain an investment grade credit rating from each of the major credit rating agencies from which it receives a credit rating. If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparties could terminate the derivative positions, and Valley would be required to settle its obligations under the agreements. As of March 31, 2026, Valley was in compliance with all of the provisions of its derivative counterparty agreements. The total combined fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at March 31, 2026. Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties.
Note 13. Balance Sheet Offsetting
Some financial instruments, including certain OTC derivatives (mostly interest rate swaps), may be eligible for offset in the consolidated statements of financial condition and/or subject to master netting arrangements or similar agreements. OTC derivatives include interest rate swaps executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house (presented in the table below). The credit risk associated with bilateral OTC derivatives is managed through obtaining collateral and enforceable master netting agreements.
Valley is party to master netting arrangements with its financial institution counterparties; however, Valley does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable investment securities, is posted by or received from the counterparty with net liability or asset positions, respectively, in accordance with contract thresholds. Master repurchase agreements, which include “right of set-off” provisions, generally have a legally enforceable right to offset recognized amounts. In such cases, the collateral would be used to settle the fair value of the swap or repurchase agreement should Valley be in default. The total amount of collateral held or pledged cannot exceed the net fair values of derivatives with the counterparty.
The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of March 31, 2026 and December 31, 2025.
    Gross Amounts Not Offset 
 Gross Amounts
Recognized		Gross Amounts
Offset		Net Amounts
Presented		Financial
Instruments		Cash
Collateral *		Net
Amount
 (in thousands)
March 31, 2026
Assets
Interest rate swaps and other contracts$186,765 $— $186,765 $— $(171,420)$15,345 
Liabilities
Interest rate swaps and other contracts$190,396 $— $190,396 $— $(25,104)$165,292 
December 31, 2025
Assets
Interest rate swaps and other contracts$163,510 $— $163,510 $— $(152,030)$11,480 
Liabilities
Interest rate swaps and other contracts$165,999 $— $165,999 $— $(44,844)$121,155 
*    Cash collateral received from or pledged to our counterparties in relation to market value exposures of OTC derivative contracts in an asset/liability position.
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Note 14. Tax Credit Investments

Valley’s tax credit investments are related to investments promoting qualified affordable housing projects and other investments related to community development, largely consisting of new market tax credit investments. Some of these tax-advantaged investments support Valley’s regulatory compliance with the CRA. Valley’s investments in these entities generate a return primarily through the realization of federal income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction of income tax expense.

Valley’s tax credit investments are carried in other assets on the consolidated statements of financial condition. Certain liabilities related to the tax credit investments are carried in accrued expenses and other liabilities on the consolidated statements of financial condition. Valley recognizes amortization of tax credit investments, including impairment losses, within non-interest expense in the consolidated statements of income using the equity method of accounting. After initial measurement, the carrying amounts of tax credit investments with non-readily determinable fair values are increased to reflect Valley's share of income of the investee and are reduced to reflect its share of losses of the investee, dividends received and impairments, if applicable.

The following table presents the balances of Valley’s affordable housing tax credit investments and other tax credit investments at March 31, 2026 and December 31, 2025:
March 31,
2026		December 31,
2025
(in thousands)
Other assets:
Affordable housing tax credit investments, net$27,695 $28,665 
Other tax credit investments, net486,690 471,961 
Total tax credit investments, net$514,385 $500,626 
The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three months ended March 31, 2026 and 2025: 
Three Months Ended
March 31,
20262025
(in thousands)
Components of income tax expense:
Affordable housing tax credits and other tax benefits$1,716 $1,225 
Other tax credit investment credits and tax benefits17,584 10,889 
Total reduction in income tax expense$19,300 $12,114 
Amortization of tax credit investments:
Affordable housing tax credit investment losses$1,259 $700 
Affordable housing tax credit investment impairment losses168 365 
Other tax credit investment losses2,214 772 
Other tax credit investment impairment losses12,373 7,483 
Total amortization of tax credit investments recorded in non-interest expense$16,014 $9,320 
Note 15. Operating Segments
Valley manages its business operations under operating segments consisting of Consumer Banking and Commercial Banking. Activities not assigned to the operating segments are included in Treasury and Corporate Other.
The CEO of Valley is the Chief Operating Decision Maker who assesses performance of each operating segment to better understand their cost, opportunity value and impact to Valley's consolidated earnings. Each operating
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segment is reviewed routinely for its asset growth, contribution to our income before income taxes, return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount). Valley regularly assesses its strategic plans, operations, and reporting structures to identify its reportable segments. No changes to the operating segments were determined necessary during the three months ended March 31, 2026.
The Consumer Banking segment is mainly comprised of residential mortgages and automobile loans, and to a lesser extent, business purpose loans to wealth management clients, secured personal lines of credit, home equity loans and other consumer loans. The duration of the residential mortgage loan portfolio is subject to movements in the market level of interest rates and forecasted prepayment speeds. The average weighted life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles. Consumer Banking also includes the Wealth Management and Insurance Services Division, comprised of asset management advisory, brokerage, trust, personal and title insurance, tax credit advisory services, and international and domestic private banking businesses.
The Commercial Banking segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as adjustable and fixed rate owner occupied and commercial real estate loans. Due to the portfolio’s interest rate characteristics, Commercial Banking is Valley’s operating segment that is most sensitive to movements in market interest rates.
Treasury and Corporate Other largely consists of the Treasury managed HTM debt securities and AFS debt securities portfolios mainly utilized in the liquidity management needs of our lending segments and income and expense items resulting from support functions not directly attributable to a specific segment. Interest income is generated through investments in various types of securities (mainly comprised of fixed rate securities) and interest-bearing deposits with other banks (primarily the Federal Reserve Bank of New York). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are allocated from Treasury and Corporate Other to operating segments. Other non-interest income items and general expenses are allocated from Treasury and Corporate Other to each operating segment utilizing a methodology that involves an allocation of operating and funding costs based on each segment's respective mix of average interest earning assets outstanding for the period, number of deposits, or direct allocation to the segments based on the nature of income and expense. Unallocated items included in Treasury and Corporate Other consist of net gains and losses on AFS and HTM securities transactions, amortization of tax credit investments, as well as other non-core items, such as corporate restructuring charges.
The accounting for each operating segment and Treasury and Corporate Other includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under GAAP. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to any other financial institution. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.

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The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three months ended March 31, 2026 and 2025:
 Three Months Ended March 31, 2026
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets
$11,266,938 $38,998,445 $9,453,504$59,718,887 
Interest income$135,563 $571,823 $95,338$802,724 
Interest expense62,486 216,285 52,428331,199 
Net interest income73,077 355,538 42,910471,525 
Provision for credit losses1,206 20,039 1121,256 
Net interest income after provision for credit losses71,871 335,499 42,899450,269 
Non-interest income31,193 31,223 6,42068,836 
Non-interest expense
Salary and employee benefits expense32,708 102,830 20,177155,715 
Net occupancy expense5,194 17,709 4,27927,182 
Technology, furniture, and equipment expense6,793 20,736 4,34931,878 
FDIC insurance assessment2,348 8,128 —10,476 
Professional and legal fees4,582 16,097 4,46325,142 
Other segment items *13,987 22,294 23,25259,533
Total non-interest expense$65,612 $187,794 $56,520 $309,926 
Income (loss) before income taxes$37,452 $178,928 $(7,201)$209,179 
Return on average interest earning assets (pre-tax)
1.33 %1.84 %(0.30)%1.40 %
Net interest margin2.59 %3.65 %1.81 %3.16 %
 Three Months Ended March 31, 2025
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets
$10,210,226 $38,444,695 $8,236,770$56,891,691 
Interest income$122,463 $579,896 $82,393$784,752 
Interest expense65,442 246,411 52,794364,647 
Net interest income57,021 333,485 29,599420,105 
Provision (credit) for credit losses(8,733)71,408 (14)62,661 
Net interest income after provision for credit losses65,754 262,077 29,613357,444 
Non-interest income34,354 19,002 4,93858,294 
Non-interest expense
Salary and employee benefits expense31,974 102,990 7,654142,618 
Net occupancy expense4,705 17,457 3,72625,888 
Technology, furniture, and equipment expense6,237 19,853 3,80629,896 
FDIC insurance assessment2,700 10,167 —12,867 
Professional and legal fees2,899 10,943 1,82815,670 
Other segment items *14,286 15,443 19,95049,679 
Total non-interest expense$62,801 $176,853 $36,964 $276,618 
Income (loss) before income taxes$37,307 $104,226 $(2,413)$139,120 
Return on average interest earning assets (pre-tax)
1.46 %1.08 %(0.12)%0.98 %
Net interest margin2.24 %3.47 %1.44 %2.95 %
*Other segment items include amortization of intangible assets, amortization of tax credit investments and other general operating expenses.
 
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Item 2. Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations
The following MD&A should be read in conjunction with the consolidated financial statements and notes thereto appearing in Part I, Item 1 of this report. The MD&A contains supplemental financial information, described in the sections that follow, which has been determined by methods other than GAAP that management uses in its analysis of our performance. Management believes these non-GAAP financial measures provide information useful to investors in understanding our underlying operational performance, our business and performance trends and facilitate comparisons with the performance of others in the financial services industry. These non-GAAP financial measures should not be considered in isolation, as a substitute for or superior to financial measures calculated in accordance with GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies.
Cautionary Statement Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q, both in the MD&A and elsewhere, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about our business, new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by 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 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/import fees and other trade policies and practices, any retaliatory actions, related market uncertainty, or other factors; U.S. government debt default or rating downgrade; unanticipated loan delinquencies; loss of collateral; decreased service revenues; increased business disruptions or failures; reductions in employment; and other potential negative effects on our business, employees or clients caused by factors outside of our control, such as new legislation and policy changes under the current U.S. 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. financial sector or future bank failures, including the possibility of a run on deposits by a coordinated deposit base, and the impact of any actual or perceived concerns regarding the soundness, or creditworthiness, of other financial institutions, including any resulting disruption within the financial markets, increased expenses, including FDIC insurance assessments, or adverse impact on our stock price, deposits or our ability to borrow or raise capital;
•the impact of negative public opinion regarding Valley or banks in general that damages our reputation and adversely impacts business and revenues;
•changes in the statutes, regulations, 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;
•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;
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•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;
•the inability to grow customer deposits to keep pace with the level of loan growth;
•a material change in our allowance for credit losses due to forecasted economic conditions and/or unexpected credit deterioration in our loan and investment portfolios;
•the need to supplement debt or equity capital to maintain or exceed internal capital thresholds;
•changes in our business, strategy, market conditions or other factors that may negatively impact the estimated fair value of our goodwill and other intangible assets and result in future impairment charges;
•greater than expected technology-related costs due to, among other factors, prolonged or failed implementations, additional project staffing and obsolescence caused by continuous and rapid market innovations;
•increased competitive challenges and competitive pressure on pricing of our products and services;
•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 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 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; and
•unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, risk mitigation strategies, changes in regulatory lending guidance or other factors.
A detailed discussion of factors that could affect our results is included in our SEC filings, including Item 1A. "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
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forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Critical Accounting Estimates
Valley’s accounting policies are fundamental to understanding management’s discussion and analysis of its financial condition and results of operations. In preparing the consolidated financial statements, management has made estimates, judgments and assumptions in accordance with these policies that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated. At 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. Our critical accounting policies and estimates are described in detail in Part II, Item 7 in Valley’s Annual Report, and there have been no material changes in such policies and estimates since the date of Valley’s Annual Report.
New Authoritative Accounting Guidance
See Note 4 to the consolidated financial statements for a description of new authoritative accounting guidance, including the dates of adoption and effects on results of operations and financial condition.
Executive Summary
Company Overview. At 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 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 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.
•Deposits: 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.
•Loans: 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
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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 $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 $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 $5.6 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.
•Regulatory Capital and Shareholders' Equity: 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 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 $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; and
•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 $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; and
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•a $12.2 million increase in income taxes mainly due to higher pre-tax income, partially offset by increased investments 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 first quarter 2026 results.
U.S. Economic Conditions. 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 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
We define cumulative deposit beta as the change in our cost of total deposits relative to the change in the average Fed Funds (upper bound) rate. We differentiate between the cumulative deposit beta during the "rate increase cycle," which began in the first quarter of 2022 and ended in the second quarter of 2024, and the cumulative deposit beta during the "rate decrease cycle," which started in the third quarter of 2024. Our cumulative deposit beta in the interest rate increase cycle (between December 31, 2021 and June 30, 2024) was approximately 58 percent. 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
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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 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, 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)
Less than three months$1,082,860 
Three to six months633,827 
Six to twelve months830,929 
More than twelve months167,114 
Total$2,714,730 
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 $14.6 billion, or 28 percent of total deposits, at December 31, 2025.
We currently expect our total deposits to grow for the full year of 2026 to be near the high end of the 5 to 7 percent range previously disclosed in Valley's Annual Report. While we maintained a diversified commercial and consumer deposit base at March 31, 2026, deposit gathering initiatives and our current deposit base could be unexpectedly challenged due to increased market competition, changes in customer behavior, including attractive non-deposit investment alternatives, and other factors. As a result, we cannot guarantee that we will be able to increase or maintain deposit levels at or near those reported at March 31, 2026. Management continuously monitors liquidity and all available funding sources, including non-deposit borrowings discussed below. See the “Liquidity and Cash Requirements” section of this MD&A for additional information.
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The following table presents average short-term and long-term borrowings for the periods indicated:
Three Months Ended
March 31, 2026December 31, 2025March 31, 2025
(in thousands)
Average short-term borrowings:
FHLB advances$— $12,173 $241,944 
Securities sold under repurchase agreements70,698 70,495 60,693 
Federal funds purchased1,111 11,685 5,000 
Total $71,809 $94,353 $307,637 
Average long-term borrowings:
FHLB advances$2,345,826 $2,463,604 $2,300,093 
Subordinated debt445,806 443,222 648,738 
Junior subordinated debentures issued to capital trusts57,847 57,761 57,500 
Total$2,849,479 $2,964,587 $3,006,331 
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 $2.9 billion at December 31, 2025 due to the maturity and repayment of FHLB advances.
Non-GAAP Financial Measures
The table below presents selected performance indicators, their comparative non-GAAP measures and the (non-GAAP) efficiency ratio for the periods indicated. Valley believes that the non-GAAP financial measures provide useful supplemental information to both management and investors in understanding Valley's underlying operational performance, business, and performance trends, and may facilitate comparisons of our current and prior performance with the performance of others in the financial services industry. Management utilizes these measures for internal planning, forecasting, and analysis purposes. Management believes that Valley’s presentation and discussion of this supplemental information, together with the accompanying reconciliations to the GAAP financial measures, also allows investors to view performance in a manner similar to management. These non-GAAP financial measures should not be considered in isolation, as a substitute for or superior to financial measures calculated in accordance with GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies.
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The following table presents our annualized performance ratios:
 Three Months Ended
March 31,
 20262025
Selected Performance Indicators($ in thousands)
GAAP measures:
Net income, as reported$163,913 $106,058 
Return on average assets1.02 %0.69 %
Return on average shareholders’ equity8.35 5.69 
Non-GAAP measures:
Net income, as adjusted$168,890 $106,066 
Return on average assets, as adjusted 1.05 %0.69 %
Return on average shareholders' equity, as adjusted 8.60 5.69 
Return on average tangible common shareholders’ equity (ROATCE)11.56 8.11 
ROATCE, as adjusted11.92 8.11 
Efficiency ratio, as adjusted53.10 55.87 
March 31,
2026		December 31,
2025
Common Equity Per Share Data:
Book value per common share (GAAP)$13.48 $13.39 
Tangible book value per common share (non-GAAP)9.94 9.85 
Non-GAAP Reconciliations to GAAP Financial Measures
Adjusted net income is computed as follows:
Three Months Ended
March 31,
20262025
(in thousands)
Net income, as reported (GAAP)$163,913 $106,058 
Non-GAAP adjustments:
Add: Restructuring charge (1)
5,689 — 
Add: Litigation reserve (2)
1,262 — 
Add: Losses on available for sale and held to maturity debt securities, net (3)
10 11 
Total non-GAAP adjustments to net income$6,961 $11 
Income tax adjustments related to non-GAAP adjustments (4)
(1,984)(3)
Net income, as adjusted (non-GAAP)$168,890 $106,066 
(1)
Represents severance expense related to workforce reductions within salary and employee benefits expense.
(2)
Represents the change in legal reserves and settlement charges included in professional and legal fees.
(3)
Included in gains on securities transactions, net.
(4)
Calculated using the appropriate blended statutory tax rate for the applicable period.
In addition to the items used to calculate net income, as adjusted, in the table above, our net income is, from time to time, impacted by fluctuations in the overall level of capital markets fees, wealth management and trust fees, and net gains on sales of loans. These amounts can vary widely from period to period due to, among other factors, commercial loan customer demand for certain interest rate swap products, brokerage and tax credit investment advisory activities and the amount and timing of residential mortgage loans originated for sale. See the “Non-Interest Income” section below for more details.
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Adjusted annualized return on average assets is computed by dividing adjusted net income by average assets, as follows:
Three Months Ended
March 31,
20262025
($ in thousands)
Net income, as adjusted (non-GAAP)$168,890$106,066
Average assets (GAAP)$64,190,084$61,502,768
Annualized return on average assets, as adjusted (non-GAAP)1.05 %0.69 %
Adjusted annualized return on average shareholders' equity is computed by dividing adjusted net income by average shareholders' equity, as follows:
Three Months Ended
March 31,
20262025
($ in thousands)
Net income, as adjusted (non-GAAP)$168,890$106,066
Average shareholders' equity (GAAP)$7,855,550$7,458,177
Annualized return on average shareholders' equity, as adjusted (non-GAAP)8.60 %5.69 %
ROATCE and adjusted ROATCE are computed by dividing net income and adjusted net income (excluding intangible amortization, net of tax), respectively, by average tangible common shareholders’ equity calculated, as follows:
 Three Months Ended
March 31,
 20262025
 ($ in thousands)
Net income available to common shareholders, as reported (GAAP)$156,696$99,103
Add: Amortization of other intangible assets (net of tax), other than loan servicing rights4,7465,619
Net income available to common shareholders excluding intangible amortization (GAAP)161,442104,722
Average shareholders’ equity (GAAP)$7,855,550$7,458,177
Less: Average preferred shareholders equity354,345354,345
Less: Average goodwill and other intangible assets1,858,8511,859,614
Less: Average intangible assets (net of deferred tax liability), other than loan servicing rights57,08076,167
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
Add: Amortization of other intangible assets (net of tax), other than loan servicing rights4,7465,619
Net income available to common shareholders excluding intangible amortization (non-GAAP)166,419104,730
Average tangible common shareholders' equity (non-GAAP)$5,585,274$5,168,051
ROATCE, as adjusted (non-GAAP)11.92 %8.11 %
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The efficiency ratio is computed as follows:
 Three Months Ended
March 31,
 20262025
 ($ in thousands)
Total non-interest expense, as reported (GAAP)$309,926 $276,618 
Less: Restructuring charge (pre-tax)(1)
5,689 — 
Less: Amortization of tax credit investments (pre-tax)16,014 9,320 
 Less: Litigation reserve (pre-tax) (2)
1,262 — 
Total non-interest expense, as adjusted (non-GAAP)$286,961 $267,298 
Net interest income, as reported (GAAP)471,525 420,105 
Total non-interest income, as reported (GAAP)68,836 58,294 
Add: Losses on available for sale and held to maturity debt securities, net (pre-tax) (3)
10 11 
Gross operating income, as adjusted (non-GAAP)$540,371 $478,410 
Efficiency ratio (non-GAAP)53.10 %55.87 %
(1)
Represents severance expense related to workforce reductions within salary and employee benefits expense.
(2)
Represents the change in legal reserves and settlement charges included in professional and legal fees.
(3)
Included in gains on securities transactions, net.
Tangible book value per common share is computed by dividing shareholders’ equity less preferred stock, goodwill and other intangible assets by common shares outstanding, as follows: 
March 31,
2026		December 31,
2025
 ($ in thousands, except for share data)
Common shares outstanding554,316,876 556,618,021 
Shareholders’ equity (GAAP)$7,828,443 $7,807,698 
Less: Preferred stock354,345 354,345 
Less: Goodwill and other intangible assets1,963,706 1,969,811 
Tangible common shareholders’ equity (non-GAAP)$5,510,392 $5,483,542 
Book value per common share (GAAP)$13.48 $13.39 
Tangible book value per common share (non-GAAP)$9.94 $9.85 
Net Interest Income
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
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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 3.17 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.

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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
Net Interest Income on a Tax Equivalent Basis
 Three Months Ended
 March 31, 2026December 31, 2025March 31, 2025
 Average
Balance		InterestAverage
Rate		Average
Balance		InterestAverage
Rate		Average
Balance		InterestAverage
Rate
 ($ in thousands)
Assets
Interest earning assets:
Loans (1)(2)
$50,265,383 $708,662 5.64 %$49,614,838 $724,231 5.84 %$48,654,921 $703,632 5.78 %
Taxable investments (3)
7,732,330 78,608 4.07 7,737,669 78,433 4.05 7,100,958 69,562 3.92 
Tax-exempt investments (1)(3)
542,177 5,972 4.41 533,578 5,777 4.33 552,291 5,952 4.31 
Interest bearing deposits with banks1,178,997 10,758 3.65 869,310 8,592 3.95 583,521 6,879 4.72 
Total interest earning assets59,718,887 804,000 5.39 58,755,395 817,033 5.56 56,891,691 786,025 5.53 
Allowance for credit losses(595,508)(590,780)(577,551)
Cash and due from banks347,912 354,629 418,806 
Other assets4,803,608 4,838,490 4,950,547 
Unrealized losses on securities available for sale, net(84,815)(102,180)(180,725)
Total assets$64,190,084 $63,255,554 $61,502,768 
Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Savings, NOW and money market deposits$29,203,978 $190,785 2.61 %$27,891,256 $197,892 2.84 %$26,345,983 $200,221 3.04 %
Time deposits11,226,874 106,678 3.80 11,553,390 116,657 4.04 11,570,758 125,069 4.32 
Total interest bearing deposits40,430,852 297,463 2.94 39,444,646 314,549 3.19 37,916,741 325,290 3.43 
Short-term borrowings71,809 236 1.31 94,353 502 2.13 307,637 2,946 3.83 
Long-term borrowings (4)
2,849,479 33,500 4.70 2,964,587 35,839 4.84 3,006,331 36,411 4.84 
Total interest bearing liabilities43,352,140 331,199 3.06 42,503,586 350,890 3.30 41,230,709 364,647 3.54 
Non-interest bearing deposits11,942,322 11,917,134 11,222,562 
Other liabilities1,040,072 1,111,872 1,591,320 
Shareholders’ equity7,855,550 7,722,962 7,458,177 
Total liabilities and shareholders’ equity$64,190,084 $63,255,554 $61,502,768 
Net interest income/interest rate spread (5)
$472,801 2.33 %$466,143 2.26 %$421,378 1.99 %
Tax equivalent adjustment(1,276)(1,236)(1,273)
Net interest income, as reported$471,525 $464,907 $420,105 
Net interest margin (6)
3.16 %3.17 %2.95 %
Tax equivalent effect0.01 0.00 0.01 
Net interest margin on a fully tax equivalent basis (6)
3.17 %3.17 %2.96 %
_____________

(1)Interest income is presented on a tax equivalent basis using a 21 percent federal tax rate.
(2)Loans are stated net of unearned income and include non-accrual loans.
(3)The yield for securities that are classified as AFS is based on the average historical amortized cost.
(4)Includes junior subordinated debentures issued to capital trusts which are presented separately on the consolidated
statements of financial condition.
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(5)Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis.
(6)Net interest income as a percentage of total average interest earning assets.
The following table demonstrates the relative impact on net interest income of changes in the volume of interest earning assets and interest bearing liabilities and changes in rates earned and paid by Valley on such assets and liabilities. Variances resulting from a combination of changes in volume and rates are allocated to the categories in proportion to the absolute dollar amounts of the change in each category.
Change in Net Interest Income on a Tax Equivalent Basis
 Three Months Ended March 31, 2026
Compared to March 31, 2025
 Change
Due to
Volume		Change
Due to
Rate		Total
Change
 (in thousands)
Interest Income:
Loans*$22,957 $(17,927)$5,030 
Taxable investments6,349 2,697 9,046 
Tax-exempt investments*(110)130 20 
Federal funds sold and other interest bearing deposits5,721 (1,842)3,879 
Total increase (decrease) in interest income34,917 (16,942)17,975 
Interest Expense:
Savings, NOW and money market deposits20,391 (29,827)(9,436)
Time deposits(3,628)(14,763)(18,391)
Short-term borrowings(1,459)(1,251)(2,710)
Long-term borrowings and junior subordinated debentures(1,864)(1,047)(2,911)
Total increase (decrease) in interest expense13,440 (46,888)(33,448)
Total increase in net interest income$21,477 $29,946 $51,423 
*Interest income is presented on a tax equivalent basis using 21 percent as the federal tax rate.
Non-Interest Income
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.
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The following table presents the components of non-interest income for the three months ended March 31, 2026 and 2025:
 Three Months Ended
March 31,
 20262025
 (in thousands)
Wealth management and trust fees$16,006 $15,031 
Insurance commissions2,867 3,402 
Capital markets10,381 6,940 
Service charges on deposit accounts18,204 12,726 
Gains on securities transactions, net21 46 
Fees from loan servicing3,218 3,215 
Gains on sales of loans, net3,090 2,197 
Bank owned life insurance5,835 4,777 
Other9,214 9,960 
Total non-interest income$68,836 $58,294 
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 $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.



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The following table presents the components of non-interest expense for the three months ended March 31, 2026 and 2025:
 Three Months Ended
March 31,
 20262025
 (in thousands)
Salary and employee benefits expense$155,715 $142,618 
Net occupancy expense27,182 25,888 
Technology, furniture and equipment expense31,878 29,896 
FDIC insurance assessment10,476 12,867 
Amortization of other intangible assets6,919 8,019 
Professional and legal fees25,142 15,670 
Amortization of tax credit investments16,014 9,320 
Other36,600 32,340 
Total non-interest expense$309,926 $276,618 
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 $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.


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Income Taxes
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. Our adherence to these tax guidelines may result in volatile effective income tax rates in future quarterly and annual periods. Factors that could impact management’s judgment include changes in income, tax laws and regulations, and tax planning strategies. Based on the current information available, we anticipate that our effective tax rate will be 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
Valley manages its business operations under operating segments consisting of Consumer Banking and Commercial Banking. Activities not assigned to the operating segments are included in Treasury and Corporate Other. The accounting for each operating segment and Treasury and Corporate Other includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under GAAP. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to those of any other financial institution. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data. See Note 15 to the consolidated financial statements for additional details.


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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
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets
$11,266,938 $38,998,445 $9,453,504$59,718,887 
Interest income$135,563 $571,823 $95,338$802,724 
Interest expense62,486 216,285 52,428331,199 
Net interest income73,077 355,538 42,910471,525 
Provision for credit losses1,206 20,039 1121,256 
Net interest income after provision for credit losses71,871 335,499 42,899450,269 
Non-interest income31,193 31,223 6,42068,836 
Non-interest expense
Salary and employee benefits expense32,708 102,830 20,177155,715 
Net occupancy expense5,194 17,709 4,27927,182 
Technology, furniture, and equipment expense6,793 20,736 4,34931,878 
FDIC insurance assessment2,348 8,128 —10,476 
Professional and legal fees4,582 16,097 4,46325,142 
Other segment items *13,987 22,294 23,25259,533 
Total non-interest expense$65,612 $187,794 $56,520 $309,926 
Income (loss) before income taxes$37,452 $178,928 $(7,201)$209,179 
Return on average interest earning assets (pre-tax)
1.33 %1.84 %(0.30)%1.40 %
Net interest margin2.59 %3.65 %1.81 %3.16 %
 Three Months Ended March 31, 2025
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets
$10,210,226 $38,444,695 $8,236,770$56,891,691 
Interest income$122,463 $579,896 $82,393$784,752 
Interest expense65,442 246,411 52,794364,647 
Net interest income57,021 333,485 29,599420,105 
Provision (credit) for credit losses(8,733)71,408 (14)62,661 
Net interest income after provision for credit losses65,754 262,077 29,613357,444 
Non-interest income34,354 19,002 4,93858,294 
Non-interest expense
Salary and employee benefits expense31,974 102,990 7,654142,618 
Net occupancy expense4,705 17,457 3,72625,888 
Technology, furniture, and equipment expense6,237 19,853 3,80629,896 
FDIC insurance assessment2,700 10,167 —12,867 
Professional and legal fees2,899 10,943 1,82815,670 
Other segment items *14,286 15,443 19,95049,679 
Total non-interest expense$62,801 $176,853 $36,964 $276,618 
Income (loss) before income taxes$37,307 $104,226 $(2,413)$139,120 
Return on average interest earning assets (pre-tax)
1.46 %1.08 %(0.12)%0.98 %
Net interest margin2.24 %3.47 %1.44 %2.95 %
*Other segment items include amortization of intangible assets, amortization of tax credit investments and other general operating expenses.
 
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Consumer Banking Segment
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 $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 $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 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 sources 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 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 $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.
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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 $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 points 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
Treasury and Corporate Other largely consists of the Treasury managed HTM debt securities and AFS debt securities portfolios mainly utilized for the liquidity management needs of our lending segments and income and expense items resulting from support functions not directly attributable to a specific segment. Interest income is generated through investments in various types of securities (mainly comprised of fixed rate securities) and interest-bearing deposits with other banks (primarily the Federal Reserve Bank of New York). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are allocated from Treasury and Corporate Other to operating segments. Other non-interest income items and general expenses are allocated from Treasury and Corporate Other to each operating segment utilizing a methodology that involves an allocation of operating and funding costs based on each segment's respective mix of average interest earning assets outstanding for the period, number of deposits, or direct allocations to the segments based on the nature of income and expense. Unallocated 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. 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.
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ASSET/LIABILITY MANAGEMENT
Interest Rate Risk
Our success is largely dependent upon our ability to manage interest rate risk. Interest rate risk can be defined as the exposure of our interest rate sensitive assets and liabilities to the movement in interest rates. Our Asset/Liability Management Committee is responsible for managing such risks and establishing policies that monitor and coordinate our sources and uses of funds. Asset/Liability management is a continuous process due to the constant change in interest rate risk factors. In assessing the appropriate interest rate risk levels for us, management weighs the potential benefit of each risk management activity within the desired parameters of liquidity, capital levels and management’s tolerance for exposure to income fluctuations. Many of the actions undertaken by management utilize fair value analysis and attempt to achieve consistent accounting and economic benefits for financial assets and their related funding sources. We have predominantly focused on managing our interest rate risk by attempting to match the inherent risk and cash flows of financial assets and liabilities. Specifically, management employs multiple risk management activities, such as optimizing the level of new residential mortgage originations retained in our mortgage portfolio through increasing or decreasing loan sales in the secondary market, product pricing levels, the desired maturity levels for new originations, the composition levels of both our interest earning assets and interest bearing liabilities, as well as several other risk management activities.
We use a simulation model to analyze net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on various interest rate scenarios over a 12-month period. The model is based on the actual maturity and re-pricing characteristics of rate sensitive assets and liabilities. The model incorporates certain assumptions which management believes to be reasonable regarding the impact of changing interest rates, non-maturity deposit betas, and the prepayment assumptions of certain assets and liabilities as of March 31, 2026. 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 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 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. Actual results may differ significantly from those presented in the table below, due to the frequency and timing of changes in interest rates and changes in spreads between maturity and re-pricing categories. Overall, our net interest income is affected by changes in interest rates and cash flows from our loan and investment portfolios. We actively manage these cash flows in conjunction with our liability mix, duration, and interest rates to optimize the net interest income, while structuring the balance sheet in response to actual or potential changes in interest rates. Additionally, our net interest income is impacted by the level of competition within our marketplace. Competition can negatively impact the level of interest rates attainable on loans and increase the cost of deposits, which may result in downward pressure on our net interest margin in future periods. Other factors, including, but not limited to, the slope of the yield curve and projected cash flows will impact our net interest income results and may increase or decrease the level of asset sensitivity of our balance sheet.
Convexity is a measure of how the duration of a financial instrument changes as market interest rates change. Potential movements in the convexity of bonds held in our investment portfolio, as well as the duration of the loan portfolio may have a positive or negative impact on our net interest income in varying interest rate environments. As a result, the increase or decrease in forecast net interest income may not have a linear relationship to the results reflected in the table below. Management cannot provide any assurance about the actual effect of changes in interest rates on our net interest income.
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The following table reflects management’s expectations of the change in our net interest income over the next 12- month period considering the aforementioned assumptions. While an instantaneous and severe shift in interest rates was used in this simulation model, we believe that any actual shift in interest rates would likely be more gradual and would therefore have a more modest impact than shown in the table below.
 Estimated Change in
Future Net Interest Income
Changes in Interest RatesDollar
Change		Percentage
Change
(in basis points)($ in thousands)
+300$81,287 4.07 %
+20058,650 2.94 
+10026,789 1.34 
–100(29,895)(1.50)
–200(55,405)(2.77)
–300(54,588)(2.73)
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 an expected tolerance 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.
Liquidity and Cash Requirements
Bank Liquidity
Liquidity measures Valley's ability to satisfy its current and future cash flow needs. Our objective is to have liquidity available to fulfill loan demands, repay deposits and other liabilities, and execute balance sheet strategies in all market conditions while adhering to internal controls and income targets. Valley's liquidity program is managed by the Treasury Department and routinely monitored by the Asset and Liability Management Committee and Board Risk Committee. Among other actions, the Treasury Department actively monitors Valley's current liquidity profile, sources and stability of funding, availability of assets for pledging or sale, opportunities to gather additional funds, and anticipated future funding needs, including the level of unfunded commitments.
The Bank adheres to certain internal liquidity measures including ratios of loans to deposits below 105.0 percent and wholesale funding to total funding below 22.5 percent. 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 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:
March 31,
2026		December 31,
2025
Loans to deposits96.2 %96.1 %
Wholesale funding to total funding14.3 15.3 
Valley's short- and long-term cash requirements include contractual obligations under borrowings, deposits, payments related to leases, capital expenditures and other purchase commitments. In the ordinary course of operations, the Bank also enters into various financial obligations, including contractual obligations that may require future cash payments. Management believes the Bank has the ability to generate and obtain adequate amounts of
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cash to meet its short-term and long-term obligations as they come due by utilizing various cash resources described below.
On the asset side of the balance sheet, the Bank has numerous sources of liquid funds in the form of cash and due from banks, interest bearing deposits with banks (including the FRB of New York) and other sources. The following table summarizes Valley's liquid assets:
March 31,
2026		December 31,
2025
(in thousands)
Cash and due from banks$362,073 $315,166 
Interest bearing deposits with banks797,357 1,268,399 
Held to maturity debt securities (1)
261,839 260,743 
Available for sale debt securities (2)
4,157,034 4,202,218 
Loans held for sale11,227 26,236 
Total liquid assets$5,589,530 $6,072,762 
(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 approximately $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. The 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 March 31, 2026, estimated cash inflows from total loans are projected to be approximately $14.1 billion over the next 12-month period. As a contingency plan for any liquidity constraints, liquidity could also be derived from the sale of conforming residential mortgages from our loan portfolio or alleviated from the temporary curtailment of lending activities. 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 sources. 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 March 31, 2026 and December 31, 2025:
March 31,
2026		December 31, 2025
 (in thousands)
Securities sold under agreements to repurchase$63,877 $91,475 
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The following table summarizes the Bank's estimated unused available non-deposit borrowing capacities at March 31, 2026 and December 31, 2025:
March 31,
2026		December 31, 2025
(in thousands)
FHLB borrowing capacity*$5,789,820 $6,020,343 
Unused FRB discount window*10,316,000 10,145,000 
Unused federal funds lines available from commercial banks1,610,000 1,610,000 
Unencumbered investment securities5,230,655 4,694,183 
Total$22,946,475 $22,469,526 
*     Used and unused FHLB and FRB borrowings are collateralized by certain pledged securities, including but not limited to U.S. government and agency mortgage-backed securities and blanket qualifying first lien on certain real estate and residential mortgage secured loans.
Corporation Liquidity
Valley’s recurring cash requirements primarily consist of dividends to preferred and common shareholders and interest expense on subordinated notes and junior subordinated debentures issued to capital trusts. As part of our ongoing asset/liability management strategies, Valley could also use cash to repurchase shares of its outstanding common stock under its share repurchase program or redeem its callable junior subordinated debentures and subordinated notes. Valley's cash needs are routinely satisfied by dividends collected from the Bank. Projected cash flows from the Bank are expected to be adequate to pay preferred and common dividends, if declared, and interest expense payable to subordinated note holders and capital trusts, given the current capital levels and current profitable operations of the Bank. In addition to dividends received from the Bank, Valley can satisfy its cash requirements by utilizing its own cash and potential new funds borrowed from outside sources or capital issuances. Valley also has the right to defer interest payments on the junior subordinated debentures, and therefore distributions on its trust preferred securities for consecutive quarterly periods of up to five years, but not beyond the stated maturity dates, and subject to other conditions.
Investment Securities Portfolio
As of 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: U.S. Treasury securities, U.S. government agency securities, tax-exempt and taxable issuances of states and political subdivisions, residential mortgage-backed securities, single-issuer trust preferred securities principally issued by bank holding companies and high quality corporate bonds. Among other securities, our AFS debt securities include securities such as bank issued and other corporate bonds, as well as municipal special revenue bonds, which may pose a higher risk of future impairment charges to us as a result of the uncertain economic environment and its potential negative effect on the future performance of the security issuers. The equity securities consist of two publicly traded mutual funds, CRA investments and several other equity investments that we have made in companies that develop new financial technologies and in partnerships that invest in such companies. Our CRA and other equity investments are a mix of both publicly traded entities and privately held entities.
The primary purpose of our AFS and HTM investment portfolios is to provide a source of earnings and liquidity, as well as serve as a tool for managing interest rate risk. The decision to purchase or sell securities is based upon the current assessment of long- and short-term economic and financial conditions, including the interest rate environment and other components of statement of financial condition. See additional information under “Interest Rate Risk,” “Liquidity and Cash Requirements” and “Capital Adequacy” sections elsewhere in this MD&A.
We continually evaluate our investment securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, and the level of interest rate risk to which we are exposed. These evaluations may cause us to change the level of funds we deploy into investment securities,
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change the composition of our investment securities portfolio, and change the proportion of investments primarily made into the AFS and HTM debt securities portfolios.
Allowance for Credit Losses and Impairment Analysis
Available for sale debt securities. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. In assessing whether a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value is less than the amortized cost basis. Declines in fair value that have not been recorded through an allowance for credit losses, such as declines due to changes in market interest rates, are recorded through other comprehensive income, net of applicable taxes.
We have evaluated all AFS debt securities that are in an unrealized loss position as of 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 basis. None of the AFS debt securities were 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. Valley estimates the expected credit losses on HTM debt securities that have loss expectations using a discounted cash flow model developed by a third party. Valley has a zero-loss expectation for certain securities within the HTM portfolio, including U.S. Treasury securities, U.S. agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds. To measure the expected credit losses on HTM debt securities that have loss expectations, we utilize a third-party discounted cash flow model. The assumptions used in the model for pools of securities with common risk characteristics include the historical lifetime probability of default and severity of loss in the event of default, with the model incorporating several economic cycles of loss history data to calculate expected credit losses given default at the individual security level. HTM debt securities were carried net of an allowance for credit losses totaling $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. The investment grades in the table below reflect the most current independent analysis performed by third parties of each security as of the date presented and not necessarily the investment grades at the date of our purchase of the securities. For many securities, the rating agencies may not have performed an independent analysis of the tranches owned by us, but rather an analysis of the entire investment pool. For this and other reasons, we believe the assigned investment grades may not accurately reflect the actual credit quality of each security and should not be viewed in isolation as a measure of the quality of our investment portfolio.
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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
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair Value
(in thousands)
Available for sale investment grades: *
AAA/AA/A Rated$4,025,108 $20,596 $(135,523)$3,910,181 
BBB Rated116,566 574 (1,566)115,574 
Non-investment grade2,371 — (383)1,988 
Not rated132,919 1,101 (4,729)129,291 
Total$4,276,964 $22,271 $(142,201)$4,157,034 
Held to maturity investment grades: *
AAA/AA/A Rated$3,436,744 $6,720 $(383,433)$3,060,031 
Not rated183,810 1 (15,102)168,709 
Total$3,620,554 $6,721 $(398,535)$3,228,740 
Allowance for credit losses746 — — 746 
Total, net of allowance for credit losses$3,619,808 $6,721 $(398,535)$3,227,994 
*    Rated using external rating agencies. Ratings categories include entire range. For example, “A Rated” includes A+, A, and A-. Split rated securities with two ratings are categorized at the higher of the rating levels.
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 $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 three municipal bonds with a combined amortized cost of $32.8 million with $6.4 million of gross unrealized losses and four single-issuer bank trust preferred issuances with amortized cost totaling $36.1 million with $5.2 million gross unrealized losses. These HTM debt securities were negatively impacted by a higher level of market interest rates, and not changes in their underlying credit.
See Note 6 to the consolidated financial statements for additional information regarding our investment securities portfolio.
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Loan Portfolio
The following table reflects the composition of the loan portfolio as of the dates presented:
March 31,
2026		December 31,
2025
 ($ in thousands)
Loans
Commercial and industrial$11,104,079$10,961,519
Commercial real estate:
Non-owner occupied 11,503,87411,571,127
Multifamily (1)
8,588,4628,571,713
Owner occupied 7,132,2546,629,909
Total27,224,59026,772,749
Construction2,485,3872,471,233
Total commercial real estate29,709,97729,243,982
Residential mortgage5,869,0705,826,192
Consumer:
Home equity701,136687,680
Automobile2,198,1022,184,600
Other consumer1,246,4561,232,755
Total consumer loans4,145,6944,105,035
Total loans (2)
$50,828,820$50,136,728
As a percentage of total loans:
Commercial and industrial21.8 %21.9 %
Commercial real estate:
Non-owner occupied22.6 23.1 
Multifamily16.9 17.1 
Owner occupied14.0 13.2 
Construction4.9 4.9 
Total commercial real estate58.4 58.3 
Residential mortgage11.5 11.6 
Consumer loans8.3 8.2 
Total100.0 %100.0 %
(1)
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.
(2)
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.
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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 New 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.
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 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
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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 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 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.

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The following table sets forth by loan category accruing past due and NPAs on the dates indicated in conjunction with our asset quality ratios: 
March 31,
2026		December 31,
2025
 ($ in thousands)
Accruing past due loans:
30 to 59 days past due:
Commercial and industrial$5,285 $11,177 
Commercial real estate69,494 72,810 
Residential mortgage20,534 21,615 
Total consumer13,112 14,420 
Total 30 to 59 days past due108,425 120,022 
60 to 89 days past due:
Commercial and industrial1,015 1,274 
Residential mortgage4,285 10,181 
Total consumer3,506 5,269 
Total 60 to 89 days past due8,806 16,724 
90 or more days past due:
Commercial and industrial3,499 — 
Commercial real estate— 212 
Residential mortgage5,894 3,300 
Total consumer1,309 1,070 
Total 90 or more days past due10,702 4,582 
Total accruing past due loans$127,933 $141,328 
Non-accrual loans:
Commercial and industrial$145,804 $138,321 
Commercial real estate225,417 236,221 
Construction9,148 9,140 
Residential mortgage45,988 44,424 
Total consumer6,289 5,832 
Total non-accrual loans432,646 433,938 
Other real estate owned (OREO)5,161 4,531 
Other repossessed assets1,758 1,286 
Total non-performing assets (NPAs)$439,565 $439,755 
Total non-accrual loans as a % of loans0.85 %0.87 %
Total NPAs as a % of loans and NPAs0.86 0.87 
Total accruing past due and non-accrual loans as a % of loans
1.10 1.15 
Allowance for loan losses as a % of non-accrual loans
135.10 134.44 
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
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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 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. For performing non-accrual loans, the collateral valuation shortfall may result in an allocation of specific reserves within our allowance for credit losses for loans.
Allowance for Credit Losses for Loans
The ACL for loans includes the allowance for loan losses and the reserve for unfunded credit commitments. Under CECL, our methodology to establish the allowance for loan losses has two basic components: (i) a collective reserve component for estimated expected credit losses for pools of loans that share common risk characteristics and (ii) an individually evaluated reserve component for loans that do not share risk characteristics, consisting of collateral dependent loans. Valley also maintains a separate allowance for unfunded credit commitments mainly consisting of undisbursed non-cancellable lines of credit, new loan commitments and commercial standby letters of credit.
Valley estimates the collective ACL using a current expected credit losses methodology which is based on relevant information about historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the loan balances. In estimating the component of the allowance on a collective basis, we use a transition matrix model which calculates an expected life of loan loss percentage for each loan pool by using probability of default and loss given default metrics. The probability of default and loss given default metrics are adjusted using a scaling factor to incorporate a full economic cycle.
The expected life of loan loss percentages are determined by analyzing the migration of loans within the commercial and industrial loan categories from performing to loss by credit quality rating or delinquency categories using historical life-of-loan data for each loan portfolio pool, and by assessing the severity of loss based on the aggregate net lifetime losses incurred. The expected credit losses based on loss history are adjusted for qualitative factors. Among other things, these adjustments include and account for differences in: (i) the impact of the reasonable and supportable economic forecast, relative probability weightings and 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. The expected lifetime loss rate is the life of loan loss percentage from the transition matrix model plus the impact of the adjustments for qualitative factors. The expected credit losses are the product of multiplying the model’s expected lifetime loss rate by the exposure at default at period end on an undiscounted basis.
Valley utilizes a two-year reasonable and supportable forecast period followed by a one-year period over which estimated losses revert to historical loss experience 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 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
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detailed statistical analyses. We have identified and selected key variables that most closely correlated to our historical credit performance, which include GDP, unemployment and the Case-Shiller Home Price Index.
At 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 will slowly increase to 2.8 percent throughout 2026 before trending down to 1.8 percent in late 2027.
•Unemployment Rate: 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 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.
•Inflation: 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.




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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
March 31,
2026		December 31,
2025		March 31,
2025
 ($ in thousands)
Allowance for credit losses for loans
Beginning balance$596,100$598,604$573,328
Loans charged-off:
Commercial and industrial(2,782)(5,958)(28,456)
Commercial real estate(13,756)(16,034)(12,260)
Construction——(1,163)
Total consumer(3,263)(3,060)(2,140)
Total loans charged-off(19,801)(25,052)(44,019)
Charged-off loans recovered:
Commercial and industrial1,398636810
Commercial real estate3471,096249
Construction—193—
Residential mortgage83180168
Total consumer429397843
Total loans recovered2,2572,5022,070
Total net loan charge-offs(17,544)(22,550)(41,949)
Provision charged for credit losses21,24420,04662,675
Ending balance$599,800$596,100$594,054
Components of allowance for credit losses for loans:
Allowance for loan losses$584,500$583,400$578,200
Allowance for unfunded credit commitments15,30012,70015,854
Allowance for credit losses for loans$599,800$596,100$594,054
Components of provision for credit losses for loans:
Provision for credit losses for loans
$18,644$20,950$61,299
Provision (credit) for unfunded credit commitments
2,600(904)1,376
Total provision for credit losses for loans$21,244$20,046$62,675
Allowance for credit losses for loans as a % of total loans1.18 %1.19 %1.22 %



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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
 March 31, 2026December 31, 2025March 31, 2025
 ($ in thousands)
Net loan (charge-offs) recoveries
Commercial and industrial$(1,384)$(5,322)$(27,646)
Commercial real estate(13,409)(14,938)(12,011)
Construction—193(1,163)
Residential mortgage83180168
Total consumer(2,834)(2,663)(1,297)
Total $(17,544)$(22,550)$(41,949)
Average loans outstanding
Commercial and industrial$11,015,736$10,906,341$9,996,024
Commercial real estate26,898,52226,338,95526,328,971
Construction2,470,2252,507,5133,054,230
Residential mortgage5,850,2955,833,1055,639,313
Total consumer4,030,6054,028,9243,636,383
Total$50,265,383$49,614,838$48,654,921
Annualized net loan charge-offs (recoveries) to average loans outstanding
Commercial and industrial0.05%0.20%1.11%
Commercial real estate0.200.230.18
Construction0.00(0.03)0.15
Residential mortgage(0.01)(0.01)(0.01)
Total consumer0.280.260.14
Total annualized net loan charge-offs to total average loans outstanding0.140.180.34
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 $19.8 million for the first quarter 2026 and were mostly driven by the partial charge-offs of non-performing loan relationships within the CRE loan category.
Net loan charge-offs (as presented in the above table) declined from the fourth quarter 2025 and continued to trend within management's expectations for the credit quality of the loan portfolio at March 31, 2026. While we currently expect the level of total net loan charge-offs to average loans outstanding to range from 0.15 to 0.20 percent for the full year of 2026, we can make no assurances that actual net loan charge-offs will not be higher than anticipated for 2026.
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The following table summarizes the allocation of the allowance for credit losses for loans to loan portfolio categories and the allocations as a percentage of each loan category:
 March 31, 2026December 31, 2025March 31, 2025
 Allowance
Allocation		Allocation
as a % of
Loan
Category		Allowance
Allocation		Allocation
as a % of
Loan
Category		Allowance
Allocation		Allocation
as a % of
Loan
Category
 ($ in thousands)
Loan Category:
Commercial and industrial loans$186,143 1.68 %$180,865 1.65 %$184,700 1.82 %
Commercial real estate loans:
Commercial real estate269,847 0.99 271,890 1.02 266,938 1.02 
Construction54,946 2.21 55,536 2.25 54,724 1.81 
Total commercial real estate loans324,793 1.09 327,426 1.12 321,662 1.10 
Residential mortgage loans51,700 0.88 53,529 0.92 48,906 0.87 
Consumer loans:
Home equity4,120 0.59 3,878 0.56 3,401 0.56 
Auto and other consumer17,744 0.52 17,702 0.52 19,531 0.62 
Total consumer loans21,864 0.53 21,580 0.53 22,932 0.61 
Allowance for loan losses584,500 1.15 583,400 1.16 578,200 1.19 
Allowance for unfunded credit commitments
15,300 12,700 15,854 
Total allowance for credit losses for loans
$599,800 $596,100 $594,054 
Allowance for credit losses for loans as a % of total loans1.18 %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 1.18 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. 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 $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
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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:
 ActualMinimum Capital
Requirements		To Be Well Capitalized
Under Prompt Corrective
Action Provision
 AmountRatioAmountRatioAmountRatio
 
 ($ in thousands)
As of March 31, 2026
Total Risk-based Capital
Valley$7,018,614 13.66 %$5,393,104 10.50 %N/AN/A
Valley National Bank6,920,020 13.49 5,387,251 10.50 $5,130,715 10.00 %
Common Equity Tier 1 Capital
Valley5,605,258 10.91 3,595,402 7.00 N/AN/A
Valley National Bank6,370,185 12.42 3,591,500 7.00 3,334,965 6.50 
Tier 1 Risk-based Capital
Valley5,959,500 11.60 4,365,846 8.50 N/AN/A
Valley National Bank6,370,185 12.42 4,361,108 8.50 4,104,572 8.00 
Tier 1 Leverage Capital
Valley5,959,500 9.56 2,492,902 4.00 N/AN/A
Valley National Bank6,370,185 10.23 2,490,224 4.00 3,112,780 5.00 
As of December 31, 2025
Total Risk-based Capital
Valley$6,965,724 13.77 %$5,311,534 10.50 %N/AN/A
Valley National Bank6,841,494 13.54 5,306,493 10.50 $5,053,803 10.00 %
Common Equity Tier 1 Capital
Valley5,558,508 10.99 3,541,023 7.00 N/AN/A
Valley National Bank6,297,558 12.46 3,537,662 7.00 3,284,972 6.50 
Tier 1 Risk-based Capital
Valley5,912,750 11.69 4,299,813 8.50 N/AN/A
Valley National Bank6,297,558 12.46 4,295,733 8.50 4,043,042 8.00 
Tier 1 Leverage Capital
Valley5,912,750 9.63 2,455,946 4.00 N/AN/A
Valley National Bank6,297,558 10.27 2,453,670 4.00 3,067,088 5.00 
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 calculated by dividing undistributed earnings per common share by earnings (or net income available to common
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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. The Federal Reserve has cautioned all bank holding companies about distributing dividends which may reduce the level of capital or not allow capital to grow considering the increased capital levels required under the Basel III rules. Prior to the date of this filing, Valley has received no objection or adverse guidance from the Federal Reserve or the OCC regarding the current level of its quarterly common stock dividend. However, the Federal Reserve has reiterated its long-standing guidance in recent years that banking organizations should consult them before declaring dividends in excess of earnings for the corresponding quarter. See Item 1A. Risk Factors of Valley's Annual Report for additional information.
Off-Balance Sheet Arrangements, Contractual Obligations and Other Matters
For a discussion of Valley’s off-balance sheet arrangements and contractual obligations see information included in Valley’s Annual Report in the MD&A section “Liquidity and Cash Requirements” and Notes 12 and 13 to the consolidated financial statements included in this report.

Item 3.Quantitative and Qualitative Disclosures About Market Risk
Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices, and commodity prices. Valley’s market risk is composed primarily of interest rate risk. See page 63 for a discussion of interest rate risk.

Item 4.Controls and Procedures
(a) Disclosure control and procedures. Valley maintains disclosure controls and procedures which, consistent with Rule 13a-15(e) under the Exchange Act, are defined to mean controls and other procedures that are designed to ensure that information required to be disclosed in the reports that Valley files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to Valley’s management, including Valley’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.
Valley’s CEO and CFO, with the assistance of other members of Valley’s management, have evaluated the effectiveness of Valley’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, Valley’s CEO and CFO have concluded that Valley’s disclosure controls and procedures were effective as of the end of the period covered by this report.
(b) Changes in internal control over financial reporting. Valley’s CEO and CFO have also concluded that there have not been any changes in Valley’s internal control over financial reporting in the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.
Valley’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A system of internal control, no matter how well conceived and operated, provides reasonable, not absolute, assurance that the objectives of the system of internal control are met. The design of a system of internal control reflects resource constraints and the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if
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any, within Valley have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur because of a simple error or mistake. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all future conditions; over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION 
Item 1.Legal Proceedings
We are a party to various claims and legal actions in the ordinary course of our business. In the opinion of management, the ultimate resolution of such claims and legal actions, either individually or in the aggregate, will not have a material adverse effect on Valley’s financial condition, results of operations, or liquidity.
Item 1A.Risk Factors
There have been no material changes in the risk factors previously disclosed in the section titled “Risk Factors” in Part I, Item 1A of Valley’s Annual Report.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter, we did not sell any equity securities not registered under the Securities Act of 1933, as amended. Purchases of equity securities by the issuer and affiliated purchasers during the three months ended March 31, 2026 were as follows:

ISSUER PURCHASES OF EQUITY SECURITIES 
PeriodTotal Number of
Shares Purchased (1)		Average
Price Paid
Per Share (2)		Total Number of Shares
Purchased as Part of
Publicly Announced
Plans (3)		Maximum Number of
Shares that May Yet Be
Purchased Under the  Plans (3)
January 1, 2026 to January 31, 202610,401 $11.68 — 18,948,817 
February 1, 2026 to February 28, 20263,949,816 13.04 3,181,310 15,767,507 
March 1, 2026 to March 31, 2026820,756 12.13 818,690 14,948,817 
Total4,780,973 $12.89 4,000,000   
(1)Includes repurchases of 780,973 shares made in connection with the vesting of employee restricted stock awards.
(2)Average price paid does not reflect the one percent excise tax charged on net stock repurchases.
(3)On February 21, 2024, Valley publicly announced a new stock repurchase program for up to 25 million shares of Valley common stock. The authorization to repurchase the remaining shares available under this program expired on April 26, 2026.
On February 24, 2026, Valley publicly announced a new stock repurchase program for up to 25 million shares of Valley common stock. The authorization to repurchase under the new repurchase program became effective on April 27, 2026 and will expire on April 27, 2028.

Item 5. Other Information
a.None.
b.None.
c.During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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Item 6.Exhibits
(3)Articles of Incorporation and By-laws:
(3.1)
(3.2)
(3.3)
(31.1)
(31.2)
(32)
(101)Interactive Data File (XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) **
(104)Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
**Furnished herewith.


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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  VALLEY NATIONAL BANCORP
  (Registrant)
Date:  /s/ Ira Robbins
May 7, 2026  Ira Robbins
  Chairman of the Board, President and
  Chief Executive Officer
(Principal Executive Officer)
Date:   /s/ Travis Lan
May 7, 2026  Travis Lan
  Senior Executive Vice President and
  Chief Financial Officer
(Principal Financial Officer)
82

EXHIBIT 31.1

CERTIFICATION
I, Ira Robbins, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Valley National Bancorp;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 Date: May 7, 2026
 
/s/ Ira Robbins
Ira Robbins
Chairman of the Board
and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2


I, Travis Lan, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Valley National Bancorp;
2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


 Date: May 7, 2026
/s/ Travis Lan
Travis Lan
Senior Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

EXHIBIT 32


CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Valley National Bancorp (the “Company”) for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ira Robbins, as Chief Executive Officer of the Company, and Travis Lan, as Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Ira Robbins
Ira Robbins
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
May 7, 2026
/s/ Travis Lan
Travis Lan
Senior Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
May 7, 2026