8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) April 30, 2020

Valley National Bancorp

(Exact Name of Registrant as Specified in Charter)

New Jersey	1-11277	22-2477875
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Penn Plaza,	New York,	New York	10119
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code (973) 305-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of exchange on which registered
Common Stock, no par value	VLY	The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par value	VLYPP	The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par value	VLYPO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 30, 2020 Valley National Bancorp (“Valley”) issued a press release reporting 2020 first quarter results of operations.

A copy of the press release is attached to this Current Report Form 8-K as Exhibit 99.1.

The information disclosed in this Item 2.02 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Valley’s 2020 first quarter press release contains certain supplemental financial information, described in the Notes to Selected Financial Data included in Exhibit 99, which has been determined by methods other than U.S. Generally Accepted Accounting Principles (“GAAP”). Management internally reviews each of these non-GAAP financial measures to evaluate performance on a comparative period to period basis. Management believes these non-GAAP financial measures provide information useful to investors in understanding Valley’s financial results, the impact of such non-GAAP financial measures on Valley’s operating results and financial condition.

Item 7.01 Regulation FD Disclosure.

Valley is furnishing presentation materials included as Exhibit 99.2 to this report pursuant to Item 7.01 of Form 8-K. Valley is not undertaking to update this presentation. The information in this report (including Exhibit 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.2).

Item 9.01	Financial Statements and Exhibits.
Exhibit No.	Description
(d)	Exhibits.
99.1	Press Release dated April 30, 2020.
	The Press Release disclosed in this Item 9.01 as Exhibit 99 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.
99.2	Valley National Bancorp Presentation materials used in connection with first quarter 2020 conference call.
	The presentation materials  disclosed in this Item 9.01 as Exhibit 99.2 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 30, 2020	VALLEY NATIONAL BANCORP
	By:	/s/ Michael D. Hagedorn
		Michael D. Hagedorn
		Senior Executive Vice President and
		Chief Financial Officer (Principal Financial Officer)

EX-99.1

EXHIBIT 99.1

News Release

FOR IMMEDIATE RELEASE	Contact:	Michael D. Hagedorn
		Senior Executive Vice President and
		Chief Financial Officer
		973-872-4885

VALLEY NATIONAL BANCORP REPORTS FIRST QUARTER 2020

NET INCOME, STRONG LOAN GROWTH AND NET INTEREST MARGIN

NEW YORK, NY – April 30, 2020 -- Valley National Bancorp (NASDAQ:VLY), the holding company for Valley National Bank, today reported net income for the first quarter2020 of $87.3 million, or $0.21 per diluted common share, as compared to the first quarter2019 earnings of $113.3 million, or $0.33 per diluted common share, and net income of $38.1 million, or $0.10 per diluted common share, for the fourth quarter 2019. Excluding all non-core charges, our adjusted net income was $88.2 million, or $0.21 per diluted common share, for the first quarter 2020, $74.9 million, or $0.22 per diluted common share, for the first quarter 2019, and $90.7 million, or $0.24 per diluted common share, for the fourth quarter 2019. See further details below, including a reconciliation of our adjusted net income (a non-GAAP measure) in the "Consolidated Financial Highlights" tables.

Valley adopted the Current Expected Credit Loss (“CECL”) accounting standard effective January 1, 2020 and recorded in first quarter 2020 a provision for credit losses of $34.7 million pre-tax, or $0.06 per share after-tax, including a reserve build under CECL of $29.9 million, or $0.05 per share after-tax, largely tied to COVID-19 impacts and loan growth.

Ira Robbins, CEO and President commented, "During these uncertain and challenging times, I am pleased to say that Valley remains one of the strongest and most reliable banks in the country, and we are more focused than ever before on serving the needs of our customers, associates and communities." Robbins continued, "In response to the COVID-19 pandemic, we have spent many tireless weeks supporting the implementation of the CARES Act and providing special assistance for customers. We are also actively providing additional support for our associates, including a special cash bonus to all hourly associates. I’m extremely proud of the commitment, flexibility and drive that our team has demonstrated to make a difference for our customers and communities. We are deeply committed to being a trusted partner and solution provider for our customers."

Valley is offering special financial assistance to support customers who are experiencing financial hardships related to the COVID-19 pandemic. Through April 26, 2020, Valley has processed approximately 3,600 consumer payment deferral requests, including approximately 750 related to residential mortgage loans. In addition, Valley has processed requests for approximately 1,100 mortgage loans serviced for others. From a commercial customer perspective, Valley has processed approximately 2,600 payment deferral requests. Valley is also a certified SBA lender and has dedicated significant additional staff and other resources to help our customers complete and submit their applications and supporting documentation for loans offered under the new Paycheck Protection Program, obtain SBA approval and receive funding as quickly as possible. Through the initial loan submission period ending on April 16, 2020, Valley facilitated $1.6 billion in assistance to its customers through this program.

1

Valley National Bancorp (NASDAQ: VLY)

2020 First Quarter Earnings

April 30, 2020

Key financial highlights for the first quarter:

• Loan Portfolio: Loans increased$728.9 million, or 9.8 percent on an annualized basis, to approximately $30.4 billion at March 31, 2020 from December 31, 2019. The increase was largely due to strong organic loan growth within the commercial real estate, commercial and industrial and residential loan categories. Additionally, we sold approximately $196 million of residential mortgage loans, including $30 million of pre-existing loans sold from our residential mortgage loan portfolio resulting in total pre-tax gains of $4.6 million in the first quarter 2020.

• Net Interest Income and Margin: Net interest income on a tax equivalent basis of $266.4 million for the first quarter 2020increased$26.8 million as compared to the fourth quarter 2019 largely due to a decline in our funding costs, a full quarter of margin results including our acquisition of Oritani Financial Corp. on December 1, 2019 and higher loan discount accretion partially caused by increased repayments. Our net interest margin on a tax equivalent basis of 3.07 percent for the first quarter 2020increased by 11 basis points from 2.96 percent for the fourth quarter 2019. See the "Net Interest Income and Margin" section below for more details.

• Provision for Credit Losses: During the first quarter 2020, the provision for credit losses for loans was $33.9 million. Approximately 50 percent of the provision reflects the adverse economic conditions impacting Valley's economic forecast, including uncertainty regarding the benefits of government stimulus enacted, since the initial CECL adoption. The remainder of the first quarter 2020 provision for credit losses for loans was primarily driven by loan growth and higher specific reserves associated with our taxi medallion loan portfolio. Additionally, Valley recorded a $759 thousand provision for credit losses for held to maturity debt securities during the first quarter 2020.

• Credit Quality: Net loan charge-offs totaled $4.8 million for the first quarter 2020 as compared to $5.6 million for the fourth quarter 2019. Non-accrual loans represented 0.68 percent and 0.31 percent of total loans at March 31, 2020 and December 31, 2019, respectively. The increase in non-accrual loans reported at March 31, 2020 was largely related to non-performing purchased credit-impaired (PCI) loans which are now required to be reported as delinquent loans under the CECL accounting guidance effective January 1, 2020. See the "Credit Quality" Section below for more details.

• Non-interest Income: Non-interest income increased$3.3 million to $41.4 million for the first quarter 2020 as compared to the fourth quarter 2019 mainly due to an increase of $4.2 million in swap fee income from commercial loan customer transactions. Swap fee income totaled $14.2 million and $10.0 million within other income for the first quarter 2020 and fourth quarter 2019, respectively.

• Non-interest Expense: Non-interest expense decreased$40.5 million to $155.7 million for the first quarter 2020 as compared to the fourth quarter 2019 mainly due to the $32.0 million loss on extinguishment of debt recognized during the fourth quarter 2019 and a decline in Oritani merger related expenses. Merger related expenses totaled $1.3 million and $15.1 million for the first quarter 2020 and fourth quarter 2019, respectively. The first quarter 2020 also included approximately $2.1 million of COVID-19 related expenses that largely consisted of the cash bonus accrual for hourly employees.

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Valley National Bancorp (NASDAQ: VLY)

2020 First Quarter Earnings

April 30, 2020

• Efficiency Ratio: Our efficiency ratio was 50.75 percent for the first quarter 2020 as compared to 70.90 percent and 45.29 percentfor the fourth quarter 2019 and first quarter 2019, respectively. Our adjusted efficiency ratio was 49.26 percent for the first quarter 2020 as compared to 52.43 percent and 54.79 percentfor the fourth quarter 2019 and first quarter 2019, respectively. See the "Consolidated Financial Highlights" tables below for additional information regarding our non-GAAP measures.

• Income Tax Expense: The effective tax rate was 25.0 percent for the first quarter 2020 as compared to 49.2 percent for the fourth quarter 2019. The decrease was mainly due to an $18.7 million provision for income taxes related to uncertain tax liability positions during the fourth quarter 2019.

• Performance Ratios: Annualized return on average assets (ROA), average shareholders’ equity (ROE) and average tangible shareholders' equity (ROTE) were 0.92 percent, 7.92 percent, and 11.84 percent for the first quarter 2020, respectively. Annualized ROA, ROE and ROTE, adjusted for non-core charges, was 0.93 percent, 8.01 percent, and 11.97 percent for the first quarter 2020, respectively. See the "Consolidated Financial Highlights" tables below for additional information regarding our non-GAAP measures.

Net Interest Income and Margin

Net interest income on a tax equivalent basis totaling $266.4 million for the first quarter 2020increased$46.5 million as compared to the first quarter 2019 and increased$26.8 million as compared to the fourth quarter 2019. The increase as compared to the fourth quarter 2019 was largely due to higher average loan balances and lower costs of interest-bearing liabilities, partly offset by lower yielding loans. Interest income on a tax equivalent basis increased$20.0 million to $364.8 million for the first quarter 2020 as compared to the fourth quarter 2019 mainly due to a $2.0 billionincrease in average loans and higher loan discount accretion partially caused by repayments. Interest expense of $98.5 million for the first quarter 2020decreased$6.8 million as compared to the fourth quarter 2019 largely due to the overall lower cost of funds, partially offset by the interest cost associated with higher average balances of interest-bearing deposits and long-term borrowings. In December 2019, we prepaid $635.0 million of long-term FHLB advances with a combined weighted average interest rate of 3.93 percent.

Our net interest margin on a tax equivalent basis of 3.07 percent for the first quarter 2020increased by 9 basis points and 11 basis points from 2.98 percent and 2.96 percent for the first quarter 2019 and fourth quarter 2019, respectively. The yield on average interest earning assets decreased by 6 basis points on a linked quarter basis mostly due to a decrease in the yield on loans. The yield on average loans decreased by 7 basis points to 4.44 percent for the first quarter 2020 as compared to the fourth quarter 2019 largely due to the repayment of higher yielding loans, partly offset by a $7.7 million increase in loan discount accretion in the first quarter 2020. The overall cost of average interest bearing liabilities decreased24 basis points to 1.50 percent for the first quarter 2020 as compared to the linked fourth quarter 2019 due to both deposits and borrowings continuing to reprice at lower interest rates and the prepayment of the $635 million high cost FHLB advances in December 2019. Our cost of total average deposits was 1.07 percent for the first quarter 2020 as compared to 1.20 percent for the fourth quarter 2019.

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Valley National Bancorp (NASDAQ: VLY)

2020 First Quarter Earnings

April 30, 2020

Loans, Deposits and Other Borrowings

Loans. Loans increased$728.9 million to approximately $30.4 billion at March 31, 2020 from December 31, 2019. The increase was mainly due to continued strong quarter over quarter organic growth in commercial real estate and commercial and industrial loans, as well as stronger residential loan volumes during the first quarter 2020. During the first quarter 2020, we originated $148 million of residential mortgage loans for sale rather than held for investment and sold approximately $196 million, including $30 million pre-existing loans, from our residential mortgage loan portfolio. Residential mortgage loans held for sale totaled $58.9 million and $76.1 million at March 31, 2020 and December 31, 2019, respectively.

Deposits. Total deposits decreased$168.8 million to approximately $29.0 billion at March 31, 2020 from December 31, 2019 largely due to a $1.2 billion net decrease in time deposits. The decline in time deposits was mostly driven by an $825 million decrease in brokered CDs due to maturities during the first quarter and lower use of such deposits in our liquidity and loan funding management at March 31, 2020. Savings, NOW and money market deposits and non-interest bearing deposits increased by $741.3 million and $240.7 million at March 31, 2020 from December 31, 2019, respectively. These increases were due to higher depositor balances most likely driven by the uncertainty in the financial markets, as well as a partial shift to more liquid funds for maturing retail CD customers. Total brokered deposits (consisting of both time and money market deposit accounts) were $3.4 billion at March 31, 2020 as compared to $4.1 billion at December 31, 2019. Non-interest bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 24 percent, 47 percentand 29 percent of total deposits as of March 31, 2020, respectively.

Other Borrowings. Short-term borrowings and long-term borrowings increased by $1.0 billion and $683.2 million, to $2.1 billion and $2.8 billion, respectively at March 31, 2020 as compared to December 31, 2019. The increase in both short- and long-term borrowings was primarily driven by our plan to increase our liquidity levels as an abundance of caution in the face of the escalating economic crisis created by the COVID-19 pandemic. As of March 31, 2020, the short-term borrowings mainly consisted of FHLB advances totaling $1.5 billion with weighted interest rates well below 1.0 percent and federal funds purchased totaling $457 million with a weighted average rate of 0.17 percent. Of the $1.5 billion in FHLB advances, $600 million were hedged with cash flow interest rate swaps as part of our interest rate risk management strategies during the first quarter 2020. In addition, during the first quarter 2020 Valley obtained $723 million of new long-term FHLB advances with maturities between three and five years at a combined weighted average rate of approximately 1.89 percent.

Credit Quality

Non-Performing Assets. Prior to our adoption of the CECL standard on January 1, 2020, our past due loans and non-accrual loans discussed further below excluded purchased credit-impaired (PCI) loans. Under previous U.S. GAAP, the PCI loans (acquired at a discount that is due, in part, to credit quality) were accounted for on a pool basis and not subject to delinquency classification in the same manner as loans originated by Valley. Under the new CECL standard, Valley's PCI loan pools are accounted for as purchased credit deteriorated (PCD) loans on a loan level basis and, if applicable, reported in our past due and non-accrual loans at March 31, 2020.

Total non-performing assets (NPAs), consisting of non-accrual loans, other real estate owned (OREO), other repossessed assets and non-accrual debt securities increased$116.1 million to $220.5 million at

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Valley National Bancorp (NASDAQ: VLY)

2020 First Quarter Earnings

April 30, 2020

March 31, 2020 as compared to December 31, 2019 largely due to an increase in non-accrual loans. Non-accrual loans increased $112.9 million to $205.9 million at March 31, 2020 as compared to December 31, 2019 largely due to non-accrual PCD loans totaling approximately $74.4 million being added to this category. The remaining increase was largely due to additional taxi medallion loans within the commercial and industrial category. Non-accrual loans represented 0.68 percent of total loans at March 31, 2020.

Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) increased $91.2 million to $159.4 million, or 0.52 percent of total loans, at March 31, 2020 as compared to $68.2 million, or 0.23 percent of total loans, at December 31, 2019 largely due to an increase in early stage delinquencies in most loan categories. The increase was partly due to a few large commercial real estate loans, an uptick in residential mortgage delinquencies and PCD loans past due totaling approximately $18.2 million at March 31, 2020 being added to this category. Valley has worked with borrowers impacted by COVID-19 on forbearance, and as of April 26, 2020 had approximately 6,200 consumers and commercial borrowers in forbearance. Valley will continue to work with customers seeking flexibility on loan terms and conditions due to the pandemic in accordance with prudent banking principles and bank regulatory guidance. In addition, Valley was proactive in securing financing through the SBA Paycheck Protection Program for its small business customers.

During the first quarter 2020, we continued to closely monitor our New York City and Chicago taxi medallion loans totaling $102.8 million and $7.0 million, respectively, within the commercial and industrial loan portfolio at March 31, 2020. Due to continued negative trends in market valuations of the underlying taxi medallion collateral, a weak operating environment and uncertain borrower performance, the remainder of our previously accruing taxi medallion loans were placed on non-accrual status during the first quarter 2020. At March 31, 2020, the non-accrual taxi medallion loans totaling $109.8 million had related reserves of $56.8 million within the allowance for loan losses.

CECL Adoption. Valley adopted the CECL accounting standard effective January 1, 2020 and recorded an $100.4 million increase to its allowance for credit losses, including reserves of $61.6 million related to PCD loans. For PCD loans, the allowance for credit losses recorded is recognized through a gross-up that increases the amortized cost basis of loans with a corresponding increase to the allowance for credit losses, and therefore results in no impact to shareholders' equity. The remaining increase to the allowance for credit losses of $38.8 million is offset in shareholders' equity and deferred tax assets.

For regulatory capital purposes, in connection with the Federal Reserve Board’s final interim rule as of April 3, 2020, 100 percent of the CECL Day 1 impact to shareholders' equity equaling $28.2 million after-tax will be deferred over a two-year period ending January 1, 2022, at which time it will be phased in on a pro-rata basis over a three-year period ending January 1, 2025. Additionally, 25 percent of the first quarter 2020 reserve build (i.e., provision for credit losses less net charge-offs) will be phased in over the same time frame. See the "Capital Adequacy" section below for more information regarding our capital ratios.

5

Valley National Bancorp (NASDAQ: VLY)

2020 First Quarter Earnings

April 30, 2020

Allowance for Credit Losses for Loans and Unfunded Commitments. The following table summarizes the allocation of the allowance for credit losses to loan categories and the allocation as a percentage of each loan category at March 31, 2020, December 31, 2019, and March 31, 2019:

		March 31, 2020				December 31, 2019				March 31, 2019
				Allocation				Allocation				Allocation
				as a % of				as a % of				as a % of
		Allowance		Loan		Allowance		Loan		Allowance		Loan
		Allocation*		Category		Allocation*		Category		Allocation*		Category
		($ in thousands)
Loan Category:
Commercial and industrial loans		$	127,437	2.55	%	$	104,059	2.22	%	$	94,630	2.20	%
Commercial real estate loans:
	Commercial real estate	97,876		0.60	%	20,019		0.13	%	24,261		0.19	%
	Construction	13,709		0.79	%	25,654		1.56	%	23,501		1.62	%
Total commercial real estate loans		111,585		0.62	%	45,673		0.26	%	47,762		0.34	%
Residential mortgage loans		29,456		0.66	%	5,060		0.12	%	5,139		0.13	%
Consumer loans:
	Home equity	4,463		0.93	%	459		0.09	%	523		0.10	%
	Auto and other consumer	10,401		0.44	%	6,508		0.28	%	6,327		0.29	%
Total consumer loans		14,864		0.52	%	6,967		0.24	%	6,850		0.25	%
Allowance for loan losses		283,342		0.93	%	161,759		0.55	%	154,381		0.63	%
Allowance for unfunded credit commitments		10,019				2,845				4,580
Total allowance for credit losses for loans		$	293,361			$	164,604			$	158,961
Allowance for credit losses for
loans as a % loans				0.96	%			0.55	%			0.63	%
*	CECL was adopted January 1, 2020. Prior periods reflect the allowance for credit losses for loans under the incurred loss model.

Our loan portfolio, totaling $30.4 billion at March 31, 2020, had net loan charge-offs totaling $4.8 millionfor the first quarter 2020 as compared to $5.6 million and $5.3 million for the fourth quarter 2019 and first quarter 2019, respectively. Gross loan charge-offs related to taxi medallion loans totaled $1.3 million, $2.9 million and $1.3 million for the first quarter 2020, fourth quarter 2019 and first quarter 2019, respectively.

During the first quarter 2020, we recorded a $33.9 million provision for credit losses for loans as compared to $5.4 million and $8.0 million for the fourth quarter 2019 and the first quarter 2019, respectively. The increase in the first quarter 2020 provision as compared to the fourth quarter 2019 was mainly due to higher reserves recorded under CECL due to forecasted credit deterioration due to the impact of the COVID-19 pandemic and loan growth, as well as higher specific reserves for non-accrual taxi medallion loans.

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 0.96 percent, 0.55 percent and 0.63 percent at March 31, 2020, December 31, 2019 and March 31, 2019, respectively. The increase at March 31, 2020 was largely due to the reserves related to PCD loans included in the Day 1 CECL adoption adjustment to the allowance

6

Valley National Bancorp (NASDAQ: VLY)

2020 First Quarter Earnings

April 30, 2020

for credit losses for loans and the reserve build under CECL during the first quarter 2020 related to the impact of COVID-19.

Capital Adequacy

Valley's regulatory capital ratios continue to reflect its well capitalized position. Valley's total risk-based capital, Tier 1 capital, Tier 1 leverage capital, and common equity Tier 1 capital ratios were 11.53 percent, 9.95 percent, 8.24 percent and 9.24 percent, respectively, at March 31, 2020. Valley's capital ratios at March 31, 2020 reflect the five-year transition provision to delay recognition of the full impact of the CECL Day 1 shareholders' equity adjustment and 25 percent of the first quarter reserve build under CECL for two years, followed by a three-year transition period.

Investor Conference Call

Valley will host a conference call with investors and the financial community at 11:00 AM Eastern Daylight Time, today to discuss the first quarter 2020 earnings. Those wishing to participate in the call may dial toll-free (866) 354-0432 Conference ID: 7135108. The teleconference will also be webcast live:https://edge.media-server.com/mmc/p/qajw8rkk [edge.media-server.com]and archived on Valley's website through Friday, May 29, 2020. Investor presentation materials will be made available prior to the conference call at www.valley.com.

About Valley

As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with approximately $39 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates many convenient branch locations across New Jersey, New York, Florida and Alabama, and is committed to providing the most convenient service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley’s corporate citizenship philosophy. To learn more about Valley, go to www.valley.com or call our Customer Service Center at 800-522-4100.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations, including the potential effects of the COVID-19 pandemic on our businesses and financial results and conditions. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to:

• the impact of COVID-19 on the U.S. and the global economies, including business disruptions, reductions in employment and an increase in business failures, specifically among our clients;

• the impact of COVID-19 on our employees and our ability to provide services to our clients and respond to their needs;

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Valley National Bancorp (NASDAQ: VLY)

2020 First Quarter Earnings

April 30, 2020

• potential judgments, claims, damages, penalties, fines and reputational damage resulting from pending or future litigation and regulatory and government actions, including as a result of our participation in and execution of government programs related to the COVID-19 pandemic or as a result of our action, or failure to implement or effectively implement, federal, state and local laws, rules or executive orders requiring that we grant forbearances or not act to collect our loans;

• the impact of forbearances or deferrals we are required or agree to as a result of customer requests and/or government actions, including, but not limited to our potential inability to recover fully deferred payments from the borrower or the collateral;

• damage verdicts or settlements or restrictions related to existing or potential class action litigation or individual litigation arising from claims of violations of laws or regulations, contractual claims, breach of fiduciary responsibility, negligence, fraud, environmental laws, patent or trademark infringement, employment related claims, and other matters;

• a prolonged downturn in the economy, mainly in New Jersey, New York, Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas;

• the inability to realize expected cost savings and synergies from the Oritani merger in amounts or in the timeframe anticipated;

• the inability to retain Oritani customers;

• higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations and case law;

• the inability to grow customer deposits to keep pace with loan growth;

• a material change in our allowance for credit losses under CECL due to forecasted economic conditions and/or unexpected credit deterioration in our loan and investment portfolios;

• the need to supplement debt or equity capital to maintain or exceed internal capital thresholds;

• 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;

• the loss of or decrease in lower-cost funding sources within our deposit base, including our inability to achieve deposit retention targets under Valley's branch transformation strategy;

• cyber-attacks, computer viruses or other malware that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems;

• 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;

• 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, the COVID-19 pandemic or other external events;

• unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors; and

• the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationships.

8

Valley National Bancorp (NASDAQ: VLY)

2020 First Quarter Earnings

April 30, 2020

A detailed discussion of factors that could affect our results is included in our SEC filings, including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019.

We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations.Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

# # #

-Tables to Follow-

9

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

SELECTED FINANCIAL DATA

	Three Months Ended
	March 31,			December 31,			March 31,
($ in thousands, except for share data)	2020			2019			2019
FINANCIAL DATA:
Net interest income	$	265,339		$	238,541		$	218,648
Net interest income - FTE (1)	266,383			239,615			219,925
Non-interest income	41,397			38,094			107,673
Non-interest expense	155,656			196,146			147,795
Income tax expense	29,129			36,967			57,196
Net income	87,268			38,104			113,330
Dividends on preferred stock	3,172			3,172			3,172
Net income available to common shareholders	$	84,096		$	34,932		$	110,158
Weighted average number of common shares outstanding:
Basic	403,519,088			355,821,005			331,601,260
Diluted	405,424,123			358,864,876			332,834,466
Per common share data:
Basic earnings	$	0.21		$	0.10		$	0.33
Diluted earnings	0.21			0.10			0.33
Cash dividends declared	0.11			0.11			0.11
Closing stock price - high	11.46			12.07			10.73
Closing stock price - low	6.37			10.60			9.00
CORE ADJUSTED FINANCIAL DATA:(2)
Net income available to common shareholders, as adjusted	$	85,061		$	87,478		$	71,764
Basic earnings per share, as adjusted	0.21			0.25			0.22
Diluted earnings per share, as adjusted	0.21			0.24			0.22
FINANCIAL RATIOS:
Net interest margin	3.06		%	2.95		%	2.96		%
Net interest margin - FTE (1)	3.07			2.96			2.98
Annualized return on average assets	0.92			0.43			1.40
Annualized return on avg. shareholders' equity	7.92			4.01			13.35
Annualized return on avg. tangible shareholders' equity (2)	11.84			5.98			20.29
Efficiency ratio (3)	50.75			70.90			45.29
CORE ADJUSTED FINANCIAL RATIOS:(2)
Annualized return on average assets, as adjusted	0.93		%	1.03		%	0.93		%
Annualized return on average shareholders' equity, as adjusted	8.01			9.53			8.83
Annualized return on average tangible shareholders' equity, as adjusted	11.97			14.23			13.42
Efficiency ratio, as adjusted	49.26			52.43			54.79
AVERAGE BALANCE SHEET ITEMS:
Assets	$	38,097,364		$	35,315,682		$	32,296,070
Interest earning assets	34,674,075			32,337,660			29,562,907
Loans	29,999,428			27,968,383			25,254,733
Interest bearing liabilities	26,215,578			24,244,902			22,344,028
Deposits	28,811,932			26,833,714			24,782,759
Shareholders' equity	4,408,585			3,804,902			3,394,688

10

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

	As Of
BALANCE SHEET ITEMS:	March 31,			December 31,			September 30,			June 30,			March 31,
(In thousands)	2020			2019			2019			2019			2019
Assets	$	39,120,629		$	37,436,020		$	33,765,539		$	33,027,741		$	32,476,991
Total loans	30,428,067			29,699,208			26,567,159			25,802,162			25,423,118
Deposits	29,016,988			29,185,837			25,546,122			24,773,929			24,907,496
Shareholders' equity	4,420,998			4,384,188			3,558,075			3,504,118			3,444,879
LOANS:
(In thousands)
Commercial and industrial	$	4,998,731		$	4,825,997		$	4,695,608		$	4,615,765		$	4,504,927
Commercial real estate:
Commercial real estate	16,390,236			15,996,741			13,365,454			12,798,017			12,665,425
Construction	1,727,046			1,647,018			1,537,590			1,528,968			1,454,199
Total commercial real estate	18,117,282			17,643,759			14,903,044			14,326,985			14,119,624
Residential mortgage	4,478,982			4,377,111			4,133,331			4,072,450			4,071,237
Consumer:
Home equity	481,751			487,272			489,808			501,646			513,066
Automobile	1,436,734			1,451,623			1,436,608			1,362,466			1,347,759
Other consumer	914,587			913,446			908,760			922,850			866,505
Total consumer loans	2,833,072			2,852,341			2,835,176			2,786,962			2,727,330
Total loans	$	30,428,067		$	29,699,208		$	26,567,159		$	25,802,162		$	25,423,118
CAPITAL RATIOS:
Book value per common share	$	10.43		$	10.35		$	10.09		$	9.93		$	9.75
Tangible book value per common share (2)	6.82			6.73			6.62			6.45			6.26
Tangible common equity to tangible assets (2)	7.31		%	7.54		%	6.73		%	6.71		%	6.63		%
Tier 1 leverage capital	8.24			8.76			7.61			7.62			7.58
Common equity tier 1 capital	9.24			9.42			8.49			8.59			8.53
Tier 1 risk-based capital	9.95			10.15			9.30			9.43			9.38
Total risk-based capital	11.53			11.72			11.03			11.39			11.37

11

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

	Three Months Ended
ALLOWANCE FOR CREDIT LOSSES	March 31,			December 31,			March 31,
($ in thousands)	2020			2019			2019
Allowance for credit losses for loans
Beginning balance	$	164,604		$	164,770		$	156,295
Impact of the adoption of ASU 2016-13 (4)	37,989			—			—
Allowance for purchased credit deteriorated (PCD) loans	61,643			—			—
Beginning balance, adjusted	264,236			164,770			156,295
Loans charged-off (5):
Commercial and industrial	(3,360		)	(5,378		)	(4,282		)
Commercial real estate	(44		)	—			—
Residential mortgage	(336		)	—			(15		)
Total Consumer	(2,565		)	(2,700		)	(2,028		)
Total loans charged-off	(6,305		)	(8,078		)	(6,325		)
Charged-off loans recovered(5):
Commercial and industrial	569			389			483
Commercial real estate	73			1,166			21
Construction	20			—			—
Residential mortgage	50			53			1
Total Consumer	794			886			486
Total loans recovered	1,506			2,494			991
Net charge-offs	(4,799		)	(5,584		)	(5,334		)
Provision for credit losses for loans	33,924			5,418			8,000
Ending balance	$	293,361		$	164,604		$	158,961
Components of allowance for credit losses for loans:
Allowance for loan losses	283,342			161,759			154,381
Allowance for unfunded credit commitments	10,019			2,845			4,580
Allowance for credit losses for loans	$	293,361		$	164,604		$	158,961
Components of provision for credit losses for loans:
Provision for credit losses for loans	$	33,851		$	5,490		$	7,856
Provision for unfunded credit commitments (6)	73			(72		)	144
Total provision for credit losses for loans	$	33,924		$	5,418		$	8,000
Annualized ratio of total net charge-offs to average loans	0.06		%	0.08		%	0.08		%
Allowance for credit losses for loans as a % of total loans	0.96			0.55			0.63

12

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

	As of
ASSET QUALITY:(7)	March 31,			December 31,			September 30,			June 30,			March 31,
($ in thousands)	2020			2019			2019			2019			2019
Accruing past due loans:
30 to 59 days past due:
Commercial and industrial	$	9,780		$	11,700		$	5,702		$	14,119		$	5,120
Commercial real estate	41,664			2,560			20,851			6,202			39,362
Construction	7,119			1,486			11,523			—			1,911
Residential mortgage	38,965			17,143			12,945			19,131			15,856
Total Consumer	19,508			13,704			13,079			11,932			6,647
Total 30 to 59 days past due	117,036			46,593			64,100			51,384			68,896
60 to 89 days past due:
Commercial and industrial	7,624			2,227			3,158			4,135			1,756
Commercial real estate	15,963			4,026			735			354			2,156
Construction	49			1,343			7,129			1,342			—
Residential mortgage	9,307			4,192			4,417			3,635			3,635
Total Consumer	2,309			2,527			1,577			1,484			990
Total 60 to 89 days past due	35,252			14,315			17,016			10,950			8,537
90 or more days past due:
Commercial and industrial	4,049			3,986			4,133			3,298			2,670
Commercial real estate	161			579			1,125			—			—
Residential mortgage	1,798			2,042			1,347			1,054			1,402
Total Consumer	1,092			711			756			359			523
Total 90 or more days past due	7,100			7,318			7,361			4,711			4,595
Total accruing past due loans	$	159,388		$	68,226		$	88,477		$	67,045		$	82,028
Non-accrual loans:
Commercial and industrial	$	132,622		$	68,636		$	75,311		$	76,216		$	76,270
Commercial real estate	41,616			9,004			9,560			6,231			2,663
Construction	2,972			356			356			—			378
Residential mortgage	24,625			12,858			13,772			12,069			11,921
Total Consumer	4,095			2,204			2,050			1,999			2,178
Total non-accrual loans	205,930			93,058			101,049			96,515			93,410
Other real estate owned (OREO)	10,198			9,414			6,415			7,161			7,317
Other repossessed assets	3,842			1,276			2,568			2,358			2,628
Non-accrual debt securities (8)	531			680			680			680			—
Total non-performing assets	$	220,501		$	104,428		$	110,712		$	106,714		$	103,355
Performing troubled debt restructured loans	$	48,024		$	73,012		$	79,364		$	74,385		$	73,081
Total non-accrual loans as a % of loans	0.68		%	0.31		%	0.38		%	0.37		%	0.37		%
Total accruing past due and non-accrual loans as a % of loans	1.20		%	0.54		%	0.71		%	0.63		%	0.69		%
Allowance for losses on loans as a % of non-accrual loans	137.59		%	173.83		%	160.17		%	160.71		%	165.27		%

13

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

NOTES TO SELECTED FINANCIAL DATA

(1)

Net interest income and net interest margin are presented on a tax equivalent basis using a 21 percent federal tax rate. Valley believes that this presentation provides comparability of net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice and SEC rules.

(2)

This press release contains certain supplemental financial information, described in the Notes below, which has been determined by methods other than U.S. Generally Accepted Accounting Principles ("GAAP") that management uses in its analysis of Valley's performance. Management believes these non-GAAP financial measures provide information useful to investors in understanding Valley's financial results. Specifically, Valley provides measures based on what it believes are its operating earnings on a consistent basis and excludes material non-core operating items which affect the GAAP reporting of results of operations. Management utilizes these measures for internal planning and forecasting purposes. Management believes that Valley's presentation and discussion, together with the accompanying reconciliations, provides a complete understanding of factors and trends affecting Valley's business and allows investors to view performance in a manner similar to management. These non-GAAP measures should not be considered a substitute for GAAP basis measures and results and Valley strongly encourages investors to review its consolidated financial statements in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.

	Three Months Ended
	March 31,			December 31,			March 31,
($ in thousands, except for share data)	2020			2019			2019
Adjusted net income available to common shareholders:
Net income, as reported	$	87,268		$	38,104		$	113,330
Less: Gain on sale leaseback transactions (net of tax)(a)	—			—			(55,707		)
Add: Loss on extinguishment of debt (net of tax)	—			22,992			—
Add: Losses on securities transaction (net of tax)	29			26			23
Add: Severance expense (net of tax)(b)	—			—			3,433
Add: Tax credit investment impairment (net of tax)(c)	—			—			1,757
Add: Merger related expenses (net of tax)(d)	936			10,861			—
Add: Income tax expense (e)	—			18,667			12,100
Net income, as adjusted	$	88,233		$	90,650		$	74,936
Dividends on preferred stock	3,172			3,172			3,172
Net income available to common shareholders, as adjusted	$	85,061		$	87,478		$	71,764
__________
(a) The gain on sale leaseback transactions is included in gains on the sales of assets within other non-interest income.
(b) Severance expense is included in salary and employee benefits expense.
(c) Impairment is included in the amortization of tax credit investments.
(d) Merger related expenses are primarily within salary and employee benefits expense, professional and legal fees, and other expense.
(e) Income tax expense related to reserves for uncertain tax positions.
Adjusted per common share data:
Net income available to common shareholders, as adjusted	$	85,061		$	87,478		$	71,764
Average number of shares outstanding	403,519,088			355,821,005			331,601,260
Basic earnings, as adjusted	$	0.21		$	0.25		$	0.22
Average number of diluted shares outstanding	405,424,123			358,864,876			332,834,466
Diluted earnings, as adjusted	$	0.21		$	0.24		$	0.22
Adjusted annualized return on average tangible shareholders' equity:
Net income, as adjusted	$	88,233		$	90,650		$	74,936
Average shareholders' equity	4,408,585			3,804,902			3,394,688
Less: Average goodwill and other intangible assets	1,460,988			1,256,137			1,160,510
Average tangible shareholders' equity	$	2,947,597		$	2,548,765		$	2,234,178
Annualized return on average tangible shareholders' equity, as adjusted	11.97		%	14.23		%	13.42		%
Adjusted annualized return on average assets:
Net income, as adjusted	$	88,233		$	90,650		$	74,936
Average assets	$	38,097,364		$	35,315,682		$	32,296,070
Annualized return on average assets, as adjusted	0.93		%	1.03		%	0.93		%

14

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

	Three Months Ended
	March 31,			December 31,			March 31,
($ in thousands)	2020			2019			2019
Adjusted annualized return on average shareholders' equity:
Net income, as adjusted	$	88,233		$	90,650		$	74,936
Average shareholders' equity	$	4,408,585		$	3,804,902		$	3,394,688
Annualized return on average shareholders' equity, as adjusted	8.01		%	9.53		%	8.83		%
Annualized return on average tangible shareholders' equity:
Net income, as reported	$	87,268		$	38,104		$	113,330
Average shareholders' equity	4,408,585			3,804,902			3,394,688
Less: Average goodwill and other intangible assets	1,460,988			1,256,137			1,160,510
Average tangible shareholders' equity	$	2,947,597		$	2,548,765		$	2,234,178
Annualized return on average tangible shareholders' equity	11.84		%	5.98		%	20.29		%
Adjusted efficiency ratio:
Non-interest expense, as reported	$	155,656		$	196,146		$	147,795
Less: Loss on extinguishment of debt (pre-tax)	—			31,995			—
Less: Severance expense (pre-tax)	—			—			4,838
Less: Merger-related expenses (pre-tax)	1,302			15,110			—
Less: Amortization of tax credit investments (pre-tax)	3,228			3,971			7,173
Non-interest expense, as adjusted	$	151,126		$	145,070		$	135,784
Net interest income	265,339			238,541			218,648
Non-interest income, as reported	41,397			38,094			107,673
Add: Losses on securities transactions, net (pre-tax)	40			36			32
Less: Gain on sale leaseback transaction (pre-tax)	—			—			78,505
Non-interest income, as adjusted	$	41,437		$	38,130		$	29,200
Gross operating income, as adjusted	$	306,776		$	276,671		$	247,848
Efficiency ratio, as adjusted	49.26		%	52.43		%	54.79		%

	As of
	March 31,			December 31,			September 30,			June 30,			March 31,
($ in thousands, except for share data)	2020			2019			2019			2019			2019
Tangible book value per common share:
Common shares outstanding	403,744,148			403,278,390			331,805,564			331,788,149			331,732,636
Shareholders' equity	$	4,420,998		$	4,384,188		$	3,558,075		$	3,504,118		$	3,444,879
Less: Preferred stock	209,691			209,691			209,691			209,691			209,691
Less: Goodwill and other intangible assets	1,458,095			1,460,397			1,152,815			1,155,250			1,158,245
Tangible common shareholders' equity	$	2,753,212		$	2,714,100		$	2,195,569		$	2,139,177		$	2,076,943
Tangible book value per common share	$	6.82		$	6.73		$	6.62		$	6.45		$	6.26
Tangible common equity to tangible assets:
Tangible common shareholders' equity	$	2,753,212		$	2,714,100		$	2,195,569		$	2,139,177		$	2,076,943
Total assets	39,120,629			37,436,020			33,765,539			33,027,741			32,476,991
Less: Goodwill and other intangible assets	1,458,095			1,460,397			1,152,815			1,155,250			1,158,245
Tangible assets	$	37,662,534		$	35,975,623		$	32,612,724		$	31,872,491		$	31,318,746
Tangible common equity to tangible assets	7.31		%	7.54		%	6.73		%	6.71		%	6.63		%

15

VALLEY NATIONAL BANCORP

CONSOLIDATED FINANCIAL HIGHLIGHTS

(3)	The efficiency ratio measures Valley's total non-interest expense as a percentage of net interest income plus total non-interest income.
(4)	The adjustment represents an increase in the allowance for credit losses for loans as a result of the adoption of ASU 2016-13 effective January 1, 2020.
(5)	Charge-offs and recoveries presented for periods prior to March 31, 2020 exclude loans formerly known as Purchased Credit-Impaired (PCI) loans.
(6)	Periods prior to March 31, 2020, represent allowance and provision for letters of credit only.
(7)	Past due loans and non-accrual loans presented in periods prior to March 31, 2020 exclude PCI loans. PCI loans were accounted for on a pool basis and are were not subject to delinquency classification.
(8)	Represents impaired municipal bond security classified as available for sale presented at its carrying value.
SHAREHOLDERS RELATIONS Requests for copies of reports and/or other inquiries should be directed to Tina Zarkadas, Assistant Vice President, Shareholder Relations Specialist, Valley National Bancorp, 1455 Valley Road, Wayne, New Jersey, 07470, by telephone at (973) 305-3380, by fax at (973) 305-1364 or by e-mail at tzarkadas@valley.com.

16

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except for share data)

	March 31,			December 31,
	2020			2019
	(Unaudited)
Assets
Cash and due from banks	$	286,755		$	256,264
Interest bearing deposits with banks	718,260			178,423
Investment securities:
Equity securities	49,701			41,410
Available for sale debt securities	1,749,842			1,566,801
Held to maturity debt securities (net of allowance for credit losses of $1,552 at March 31, 2020)	2,315,481			2,336,095
Total investment securities	4,115,024			3,944,306
Loans held for sale, at fair value	58,868			76,113
Loans	30,428,067			29,699,208
Less: Allowance for loan losses	(283,342		)	(161,759		)
Net loans	30,144,725			29,537,449
Premises and equipment, net	332,503			334,533
Lease right of use assets	278,080			285,129
Bank owned life insurance	542,127			540,169
Accrued interest receivable	107,353			105,637
Goodwill	1,375,409			1,373,625
Other intangible assets, net	82,686			86,772
Other assets	1,078,839			717,600
Total Assets	$	39,120,629		$	37,436,020
Liabilities
Deposits:
Non-interest bearing	$	6,951,073		$	6,710,408
Interest bearing:
Savings, NOW and money market	13,498,830			12,757,484
Time	8,567,085			9,717,945
Total deposits	29,016,988			29,185,837
Short-term borrowings	2,095,655			1,093,280
Long-term borrowings	2,805,639			2,122,426
Junior subordinated debentures issued to capital trusts	55,805			55,718
Lease liabilities	303,096			309,849
Accrued expenses and other liabilities	422,448			284,722
Total Liabilities	34,699,631			33,051,832
Shareholders’ Equity
Preferred stock, no par value; 50,000,000 authorized shares:
Series A (4,600,000 shares issued at March 31, 2020 and December 31, 2019)	111,590			111,590
Series B (4,000,000 shares issued at March 31, 2020 and December 31, 2019)	98,101			98,101
Common stock (no par value, authorized 450,000,000 shares; issued 403,765,978 shares at March 31, 2020 and 403,322,773 shares at December 31, 2019)	141,613			141,423
Surplus	3,624,036			3,622,208
Retained earnings	452,424			443,559
Accumulated other comprehensive loss	(6,566		)	(32,214		)
Treasury stock, at cost (21,830 common shares at March 31, 2020 and 44,383 common shares at December 31, 2019)	(200		)	(479		)
Total Shareholders’ Equity	4,420,998			4,384,188
Total Liabilities and Shareholders’ Equity	$	39,120,629		$	37,436,020

17

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except for share data)

	Three Months Ended
	March 31,			December 31,			March 31,
	2020			2019			2019
Interest Income
Interest and fees on loans	$	333,068		$	315,313		$	288,277
Interest and dividends on investment securities:
Taxable	21,933			19,760			22,876
Tax-exempt	3,926			4,041			4,804
Dividends	3,401			2,883			3,174
Interest on federal funds sold and other short-term investments	1,465			1,776			1,093
Total interest income	363,793			343,773			320,224
Interest Expense
Interest on deposits:
Savings, NOW and money market	34,513			34,930			36,283
Time	42,814			45,343			38,171
Interest on short-term borrowings	4,707			7,500			12,549
Interest on long-term borrowings and junior subordinated debentures	16,420			17,459			14,573
Total interest expense	98,454			105,232			101,576
Net Interest Income	265,339			238,541			218,648
Provision for credit losses for held to maturity securities	759			—			—
Provision for credit losses for loans	33,924			5,418			8,000
Net Interest Income After Provision for Credit Losses	230,656			233,123			210,648
Non-Interest Income
Trust and investment services	3,413			3,350			2,904
Insurance commissions	1,951			2,487			2,525
Service charges on deposit accounts	5,680			6,002			5,903
Losses on securities transactions, net	(40		)	(36		)	(32		)
Fees from loan servicing	2,748			2,534			2,430
Gains on sales of loans, net	4,550			5,214			4,576
Gains on sales of assets, net	121			1,336			77,720
Bank owned life insurance	3,142			1,453			1,887
Other	19,832			15,754			9,760
Total non-interest income	41,397			38,094			107,673
Non-Interest Expense
Salary and employee benefits expense	85,728			90,872			83,105
Net occupancy and equipment expense	32,441			31,402			27,886
FDIC insurance assessment	3,876			5,560			6,121
Amortization of other intangible assets	5,470			4,905			4,311
Professional and legal fees	6,087			5,524			5,271
Loss on extinguishment of debt	—			31,995			—
Amortization of tax credit investments	3,228			3,971			7,173
Telecommunication expense	2,287			2,566			2,268
Other	16,539			19,351			11,660
Total non-interest expense	155,656			196,146			147,795
Income Before Income Taxes	116,397			75,071			170,526
Income tax expense	29,129			36,967			57,196
Net Income	87,268			38,104			113,330
Dividends on preferred stock	3,172			3,172			3,172
Net Income Available to Common Shareholders	$	84,096		$	34,932		$	110,158

18

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except for share data)

	Three Months Ended
	March 31,		December 31,		March 31,
	2020		2019		2019
Earnings Per Common Share:
Basic	$	0.21	$	0.10	$	0.33
Diluted	0.21		0.10		0.33
Cash Dividends Declared per Common Share	0.11		0.11		0.11
Weighted Average Number of Common Shares Outstanding:
Basic	403,519,088		355,821,005		331,601,260
Diluted	405,424,123		358,864,876		332,834,466

19

VALLEY NATIONAL BANCORP
Quarterly Analysis of Average Assets, Liabilities and Shareholders' Equity and
Net Interest Income on a Tax Equivalent Basis
	Three Months Ended
	March 31, 2020							December 31, 2019							March 31, 2019
	Average					Avg.		Average					Avg.		Average					Avg.
($ in thousands)	Balance		Interest			Rate		Balance		Interest			Rate		Balance		Interest			Rate
Assets
Interest earning assets:
Loans (1)(2)	$	29,999,428	$	333,068		4.44	%	$	27,968,383	$	315,313		4.51	%	$	25,254,733	$	288,277		4.57	%
Taxable investments (3)	3,557,913		25,334			2.85	%	3,322,536		22,643			2.73	%	3,390,609		26,050			3.07	%
Tax-exempt investments (1)(3)	585,987		4,970			3.39	%	608,651		5,115			3.36	%	689,675		6,081			3.53	%
Interest bearing deposits with banks	530,747		1,465			1.10	%	438,090		1,776			1.62	%	227,890		1,093			1.92	%
Total interest earning assets	34,674,075		364,837			4.21	%	32,337,660		344,847			4.27	%	29,562,907		321,501			4.35	%
Other assets	3,423,289							2,978,022							2,733,163
Total assets	$	38,097,364						$	35,315,682						$	32,296,070
Liabilities and shareholders' equity
Interest bearing liabilities:
Savings, NOW and money market deposits	$	13,219,896	$	34,513		1.04	%	$	11,813,261	$	34,930		1.18	%	$	11,450,943	$	36,283		1.27	%
Time deposits	8,897,934		42,814			1.92	%	8,428,153		45,343			2.15	%	7,214,863		38,171			2.12	%
Short-term borrowings	1,322,699		4,707			1.42	%	1,625,873		7,500			1.85	%	2,011,428		12,549			2.50	%
Long-term borrowings (4)	2,775,049		16,420			2.37	%	2,377,615		17,459			2.94	%	1,666,794		14,573			3.50	%
Total interest bearing liabilities	26,215,578		98,454			1.50	%	24,244,902		105,232			1.74	%	22,344,028		101,576			1.82	%
Non-interest bearing deposits	6,694,102							6,592,300							6,116,953
Other liabilities	779,099							673,578							440,401
Shareholders' equity	4,408,585							3,804,902							3,394,688
Total liabilities and shareholders' equity	$	38,097,364						$	35,315,682						$	32,296,070
Net interest income/interest rate spread (5)			$	266,383		2.71	%			$	239,615		2.53	%			$	219,925		2.53	%
Tax equivalent adjustment			(1,044		)					(1,074		)					(1,277		)
Net interest income, as reported			$	265,339						$	238,541						$	218,648
Net interest margin (6)						3.06	%						2.95	%						2.96	%
Tax equivalent effect						0.01	%						0.01	%						0.02	%
Net interest margin on a fully tax equivalent basis (6)						3.07	%						2.96	%						2.98	%

(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 available for sale 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 condition.

(5) Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis.

(6) Net interest income as a percentage of total average interest earning assets.

20

EX-99.2

Exhibit 99.2 1Q20 Earnings Presentation April 30, 2020

Forward Looking Statements The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations, including the potential effects of the COVID-19 pandemic on our businesses and financial results and conditions. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to: the impact of COVID-19 on the U.S. and the global economies, including business disruptions, reductions in employment and an increase in business failures, specifically among our clients; the impact of COVID-19 on our employees and our ability to provide services to our clients and respond to their needs; potential judgments, claims, damages, penalties, fines and reputational damage resulting from pending or future litigation and regulatory and government actions, including as a result of our participation in and execution of government programs related to the COVID-19 pandemic or as a result of our action, or failure to implement or effectively implement, federal, state and local laws, rules or executive orders requiring that we grant forbearances or not act to collect our loans; the impact of forbearances or deferrals we are required or agree to as a result of customer requests and/or government actions, including, but not limited to our potential inability to recover fully deferred payments from the borrower or the collateral; damage verdicts or settlements or restrictions related to existing or potential class action litigation or individual litigation arising from claims of violations of laws or regulations, contractual claims, breach of fiduciary responsibility, negligence, fraud, environmental laws, patent or trademark infringement, employment related claims, and other matters; a prolonged downturn in the economy, mainly in New Jersey, New York, Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas; the inability to realize expected cost savings and synergies from the Oritani merger in amounts or in the timeframe anticipated; the inability to retain Oritani customers; higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations and case law; the inability to grow customer deposits to keep pace with loan growth; a material change in our allowance for credit losses under CECL due to forecasted economic conditions and/or unexpected credit deterioration in our loan and investment portfolios; the need to supplement debt or equity capital to maintain or exceed internal capital thresholds; 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; the loss of or decrease in lower-cost funding sources within our deposit base, including our inability to achieve deposit retention targets under Valley's branch transformation strategy; cyber-attacks, computer viruses or other malware that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems; 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; 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, the COVID-19 pandemic or other external events; unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors; and the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationships. A detailed discussion of factors that could affect our results is included in our SEC filings, including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Comprehensive COVID-19 Response 3 • Business Continuity Plan, daily Pandemic Planning Team meetings, weekly company-wide Town Hall meetings • Employees mandated to work from home if possible; ~93% of our non-branch employees are working remotely • 36% (85) of our branches are closed, all other branches offer restricted drive-up service or lobby service by Employees & appointment; Rotating staff “one week in, one week on call” in key areas Operations • Paid $1.8 million in bonuses to our hourly ($1,000 each) and part-time ($500 each) associates • Valley to incur 100% of COVID-related medical costs (testing and treatment) for covered employees and their families • 80 hours of additional paid time for quarantine and sick time; as well as 24 additional hours for childcare arrangements • Early communications with customers to understand their concerns and potential needs • A team of 500+ Valley employees dedicated to assisting our clients with the Paycheck Protection Program (“PPP”) • In the first phase of PPP, Valley originated $1.6 billion SBA-approved loans Customers • Continue to work with clients on payment deferral solutions where appropriate • Increased daily debit card limits, waived both overdraft fees and CD withdrawal penalties • Proactively built liquidity to ensure we have ample balance sheet resources to meet our customers’ needs • Community Recovery CD program: Online only 1.15% 12-month CD; Valley will donate $5 of every $1,000 in deposits raised under this campaign to our local communities impacted by COVID • Targeting up to $2.5mm of COVID-related community investments under the Community Recovery program Community • $2 million commitment to New Jersey Community Capital’s Garden State Relief Fund further supporting lending to small borrowers who have been negatively impacted by COVID-19 in our New Jersey market • Valley has donated $200,000 to 14 food banks across our footprint providing 2 million meals to those in need

Paycheck Protection Program – Phase 1 4 500+ Valley employees dedicated to assisting our customers $1.6bn SBA-approved volume take advantage of Paycheck Protection Program ~87% of SBA-approved borrowers had an existing Valley relationship; however this is an opportunity to prove Valley’s strength to new clients providing future growth opportunities 5,175 SBA-approved loans Corresponding increase in deposits upon loan funding, expected to drawdown over time Loans funded by existing low-cost liquidity, however ability to pledge originated loans as collateral to PPP Liquidity Facility to access funding at 0.35% $312k Average loan size Volume by Loan Amount 72% <$250k $98k Median loan size 18% 25% $250k - $2mm 53% 3% >$2mm 2.9% Average processing fee 29% Loan Count (#) Loan Balance ($) Information as of 4/22/2020

Forbearance Information (as of April 26, 2020) 5 Forbearance Summary Commercial Insight: % Pass-Rated (ex. Taxi) Deferrals approved on ~10% of 3/31 loan balances Loans (#) Balance ($) Deferred Payments ($) Outstanding Loans Balance 97% 98% 96% 96% (#) ($mm) 94% 95% Total Requests 7,542 $4,000 Approvals to Date 6,141 $3,052 Approved % to Date 81% 76% Segment Detail Outstanding Loans Balance (#) ($mm) Approved Requested Commercial 1 Total Requests 3,856 $3,510 Approvals to Date 2,559 $2,605 Approved % to Date 66% 74% Commercial deferral requests and approvals include 124 loans and $87mm for non-accrual taxi loans Residential & Home Equity 2 Requests 974 $424 1, 3 Approvals to Date 874 $382 Estimated $54mm deferred commercial P&I payments Approved % to Date 90% 90% Wtd. Avg. LTV on approved commercial deferrals: ~70% Auto Requests 2,712 $66 Approvals to Date 2,708 $65 Approved % to Date 100% 100% 1 Includes Highland Capital subsidiary. 2 Reflects residential mortgage loans held in portfolio. 3 Expected deferral period not to exceed 6 months.

1Q 2020 Highlights 6 Reported Adjusted 1 1Q20 4Q19 1Q19 1Q20 4Q19 1Q19 Return on Average Assets 0.92% 0.43% 1.40% 0.93% 1.03% 0.93% Efficiency Ratio 50.7% 70.9% 45.3% 49.3% 52.4% 54.8% Pre-Provision Net Revenue ($mm) $151.1 $80.5 $178.5 $155.7 $131.6 $112.1 PPNR / Avg. Assets 1.59% 0.91% 2.21% 1.63% 1.49% 1.39% Diluted Earnings Per Share $0.21 $0.10 $0.33 $0.21 $0.24 $0.22 Year-over-year quarterly adjusted pre-provision net revenue growth of +39% Year-over-year quarterly adjusted net income to common growth of +19% despite higher provision Annualized linked quarter organic loan growth of 10% Net interest margin (FTE) increased 11bps linked-quarter (9bps due to higher loan discount accretion) Linked-quarter adjusted efficiency ratio improvement of 317bps 1 Please refer to the Non-GAAP Disclosure Reconciliation on pages 16 - 18

Revenue 7 Net Interest Income and Margin Adjusted Non-Interest Income ($mm) 1 Year-over-year NII growth of 21% (FTE) $41.4 $38.1 Swap Fees $266.4 14.2 Gain-on-Sale of 10.0 $239.6 $29.2 Loans, net 4.1 Service Charges $219.9 5.2 4.6 3.07% 4.6 Loan Servicing 6.0 2.98% 5.7 Fees 2.96% 5.9 2.5 2.7 Trust, Investment 2.4 5.8 5.4 & Insurance 5.4 1Q19 4Q19 1Q20 1.5 3.1 BOLI 1.9 7.1 NII ($mil) NIM 4.8 5.7 Other All metrics are represented on full tax equivalent basis 1Q19 4Q19 1Q20 Linked quarter net interest margin positively impacted by deposit 9% linked-quarter Adjusted non-interest income driven by strong cost reductions and higher acquired loan discount accretion swap fee generation Linked quarter net interest income (FTE) growth of 11% driven in Adjusted non-interest income as a percentage of Adjusted Gross part by a full quarter’s impact from Oritani acquisition which Operating Income down approximately 27bps sequentially, due closed on December 1, 2019 in part to strong net interest income growth 1 Refer to Non-GAAP reconciliation on pages 16 - 18. 2 Other Income includes income from swap fees, credit card fees, net gains and losses from sales of assets as adjusted, and other additional sources

8 Interest Rate Positioning 12-Month Forward Cumulative Cash Flow Gap ($bn) 1 12-Month Forward Maturity Schedule ($bn) 2Q20 3Q20 4Q20 1Q21 Maturing CD Rates 2.10% 1.92% 1.87% 1.49% $7.0 $(1.0) $(1.7) $(1.7) Maturing Borrowing Rates 0.60% 0.80% 0.85% 1.11% $(1.6) $(1.5) $6.0 Maturing BCD Rates 1.71% -- 0.43% -- $(2.5) $(2.0) $3.0 $5.0 $(2.5) $2.5 Cumulative Cash Flow Gap $2.5 $(3.0) $2.1 $4.0 $2.0 $(3.5) $2.0 $3.0 $(4.0) $1.5 $2.0 $(4.5) $1.0 $1.0 $0.8 $(5.0) $1.0 $(5.5) $0.5 $0.3 $0.3 $0.1 $0.1 $0.2 $- $(6.0) $- $- 2Q20 3Q20 4Q20 1Q21 $- 2Q20 3Q20 4Q20 1Q21 Assets Liabilities Cumulative Cash Flow Gap (RH) CDs Borrowings BCDs 2 (Quarters are not cumulative) Aggressively reduced non-maturity deposit costs in the quarter Remaining opportunity to reprice CDs lower and mitigate any adverse pressures on asset yields Will take advantage of lower-cost wholesale funding to ladder maturities of liabilities 1Represents the estimated cumulative cash flows from dollar value of earning assets that are repricing within one year and the estimate cumulative cash flows from dollar value of interest-bearing liabilities that will reprice within one year based on the balance sheet at March 31, 2020. 2 BCD refers to Brokered Time Deposits.

Non-Interest Expense 9 5 Quarter Operating Expense Trends ($ in millions) Efficiency Ratio (%) 1 196.1 Includes merger related charges and debt extinguishment 70.9 2020 Goal: 51.0% 155.7 147.8 145.9 2 141.7 54.8 52.4 151.1 50.7 145.1 49.3 135.8 136.8 140.1 45.3 1Q19 2Q19 3Q19 4Q19 1Q20 1Q19 4Q19 1Q20 1Q19 4Q19 1Q20 Reported Expenses Adjusted 1 Reported Reported Reported Adjusted Adjusted Adjusted 1Q20 Adjusted Operating Expenses ($, in millions) 1 1Q20 Expense Commentary Other notable items in 1Q20 Linked-quarter adjusted expenses reflect full quarter of Oritani and $2mm of irregular costs $1.3 COVID-19 associated with COVID-19 $2.1 Expenses $3.3 $151.1 Adjusted efficiency of 49.3% is better than our Mortgage 51.0% target $1.2 Commissions Adjusted Expenses Amortization of tax credits Merger-related 1Refer to the appendix on pages 16 - 18 regarding non-GAAP financial measures. Sums may be inconsistent due to rounding.

Loans & Loan Growth 10 1Q20 Loan Composition 1 Year-to-Date Loan Growth (Ann.) 1 Residential R.E. Multifamily Construction +$80mm 19.4% 15% 17% Non-Owner Occupied CRE +$301mm 15.9% Owner- C&I +$173mm 14.3% Occupied CRE Res. Mortgage +$102mm 9.3% 11% Non Owner- $30.4bn Owner-Occupied CRE +$62mm 7.8% Occupied CRE 26% Multi-family +$31mm 2.3% C&I Other Consumer +$1mm 0.5% 16% Auto (4.1%) ($15mm) Construction Consumer Home Equity (4.5%) 6% 9% ($6mm) New Loan Originations ($bn) / Yields(%) vs Portfolio Yields (%) Annualized loan growth of 10% 4.65% 4.57% 4.92% 4.51% 4.44% 4.57% 4.67% 4.10% Commercial line utilization (including construction) 4.30% 3.93% increased to 46% from 44%, but has remained stable in April While new origination yields continue to be below portfolio yields, new origination spreads continue $1.2 $1.3 $1.6 $1.6 $1.4 to expand 1Q19 2Q19 3Q19 4Q19 1Q20 Origination Volume (Gross) New Origination Rate Avg. Portfolio Rate 1Loan classifications according to call report schedule which may not correspond to classification outlined in earnings release.

COVID-19 Exposed Loan Segments 11 Outstandings Pass-Rated Approved Deferrals as of 4/26/20 Borrower Industry ($mm) % of Loans ($mm) % of Industry ($mm) % of Industry Primary Exposure Doctor & Surgery $566 1.9% $510 90.1% $147 26.0% Retail Trade 531 1.7% 517 97.4% 151 28.4% Hotels & Hospitality 475 1.6% 463 97.3% 212 44.5% Restaurants & Foodservice 392 1.3% 378 96.4% 83 21.1% Entertainment & Recreation 212 0.7% 204 96.1% 18 8.4% Primary Exposure Sub-Total $2,176 7.2% $2,071 95.2% $610 28.0% Secondary Exposure Nursing & Residential Care $926 3.0% $881 95.2% $39 4.2% Wholesale Trade 828 2.7% 792 95.6% 35 4.3% Manufacturing 705 2.3% 644 91.4% 61 8.7% Child Care & Education 132 0.4% 131 98.9% 6 4.2% Primary Exposure Sub-Total $2,591 8.5% $2,448 94.5% $141 5.5% Exposed Loan Segments $4,767 15.7% $4,519 94.8% $751 15.8% Approximately 70% of at-risk balances are secured by real estate, with a weighted average debt service coverage ratio of 2.0x and LTV at origination of 65%

Deposits, Funding & Liquidity 12 Quarterly Deposit Trends ($bn) Total Liabilities 3/31/2020 Non-interest $29.2 $29.1 bearing Brokered ($897mm) $7.0 Savings, NOW 9.7 8.6 Retail ($254mm) & MMA Other $13.5 $0.6 $34.7bn 7.0 Noninterest Bearing 6.7 +$241mm Long-term borrowings $2.9 1 Savings, Now & 13.5 Short-term 12.8 MMA +$741mm borrowings Time $2.1 $8.6 4Q19 1Q20 Avg. Deposit Balance ($mm) and Rate (%) Trends Liquidity Position & Sources (as of 3/31/2020) $14,000 Source $bn $13,000 $12,000 Cash & Equivalents $1.0 2.27% 2.15% $11,000 2.06% 2.04% 1.85% 1.88% FHLB Borrowing Capacity $3.1 $10,000 $9,000 FRB Discount Window Availability $1.6 $8,000 Unencumbered Securities $1.7 $7,000 1.28% 1.19% Uncommitted Fed Funds Lines $0.7 $6,000 1.15% 1.14% 1.05% 0.89% $5,000 Total $8.1 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Savings, NOW & MMA Time Deposits Additional access to brokered deposit market and W.Avg Savings, NOW & MMA Rate W.Avg Time Deposits Rate PPP Liquidity Facility 1 Includes junior subordinated debt. Totals may not sum due to rounding.

CECL Implementation 13 Total Allowance for Credit Losses for Loans ($mm) Valley implemented CECL on January 1, 2020. $350 Day 1 Adjustments Day 2 Adjustments Valley utilizes a multi-scenario model based on Moody’s economic forecasts to estimate future $300 $34 $293 credit losses. $62 $264 ( $5 ) $250 Our Economic Forecast Committee meets $38 regularly to determine which economic scenarios $200 $165 will be incorporated in our model, as well as the relative weightings of these selected scenarios. $150 $100 Moody’s projects economic variables under each scenario; based on detailed statistical analysis, we $50 have isolated the variables most closely correlated to our historic credit performance, which include: $- 12/31/19 Non-PCI Loans, PCI Loans 1/1/20 CECL 1Q20 Provision 1Q20 NCOs 3/31/20 CECL ─ GDP Allowance Unfunded & Allowance for Loans Allowance ─ Unemployment (local & national) Other 0.55% 0.89% 0.96% ─ Case-Shiller Home Price Index 0.68% ex PCI Day 1 CECL adjustments were within the expected Day 1 equity reduction of $28mm reflecting CECL allowance for non-PCI loans and range outlined in our 2019 10-K. unfunded commitments / other (net of $11mm deferred tax asset). $62mm re-classification of fair value mark on acquired PCI loans, no impact on equity. Under regulatory capital rules, we have elected to delay the estimated impact of CECL on regulatory 1Q20 provision reflects Moody’s forecasts inclusive of COVID-19 and a shift towards capital over a five-year transition period ending more conservative recession scenarios. 12/31/24. Adoption of CECL did not have a material impact on regulatory capital ratios at 3/31/20. Shaded boxes indicate allowance for credit losses for loans as a percentage of gross loans. Totals may not sum due to rounding.

Asset Quality 14 Net Charge-offs & Provision ($mm) Non-Accrual Loans / Loans 40 0.08% 35 0.08% PCD Loan 0.68% 30 $34 Re-Classification 25 0.05% 0.06% 0.25% 20 15 0.03% 10 $5 $6 $5 0.37% 0.37% 0.38% 0.43% 5 $8 $3 $2 $9 0.31% $2 $5 0 1Q19 2Q19 3Q19 4Q19 1Q20 1Q19 2Q19 3Q19 4Q19 1Q20 Net Charge-offs Provision for Loans NCOs / Avg. Loans Taxi Medallion Overview $113 million non-accrual loan increase driven by: All medallion loans are now on non-accrual status PCD re-classification ($74 million) and taxi medallions ($37 million) Taxi Medallion 12/31/19 3/31/20 0.06% net charge-offs to average loans Related Reserves as a % of Total 30.9% 51.7% Exposure $34 million provision for loans reflects loan growth, specific taxi medallion reserves and Total Exposure $115 mil $110 mil adverse economic forecast inclusive of COVID-19 Allowance for credit losses for loans of 0.96% Taxi medallions as a % of Total 0.39% 0.36% versus 0.55% at 12/31/19 (pre-CECL) Loans

Equity 15 Tangible Book Value per Share 1 Tangible Common Equity / Tangible Assets 1 9% year-over-year growth +68bp year-over-year $6.82 7.54% $6.73 7.31% $6.62 $6.45 6.73% $6.26 6.63% 6.71% 1Q19 2Q19 3Q19 4Q19 1Q20 1Q19 2Q19 3Q19 4Q19 1Q20 Year-over-Year 1Q19 4Q19 1Q20 Change Tier 1 Leverage 7.58% 8.76% 8.24% +66bp Common Equity Tier 1 8.53% 9.42% 9.24% +71bp Tier 1 Risk-Based 9.38% 10.15% 9.95% +57bp Total Risk-Based 11.37% 11.72% 11.53% +16bp 1 Refer to the appendix on pages 16 - 18 regarding non-GAAP financial measures.

Non-GAAP Disclosure Reconciliation 16 Three Months Ended March 31, December 31, March 31, ($ in thousands, except for share data) 2020 2019 2019 Adjusted net income available to common shareholders: Net income, as reported $87,268 $38,104 $113,330 Less: Gain on sale leaseback transactions (net of tax)(a) — — (55,707) Add: Losses on extinguishment of debt (net of tax) — 22,992 — Add: Losses on securities transactions (net of tax) 29 26 23 Add: Severance expense (net of tax)(b) — — 3,433 Add: Tax credit investment impairment (net of tax)(c) — — 1,757 Add: Merger related expenses (net of tax)(d) 936 10,861 — Add: Income tax expense (benefit)(e) — 18,667 12,100 Net income, as adjusted $88,233 $90,650 $74,936 Dividends on preferred stock 3,172 3,172 3,172 Net income available to common shareholders, as adjusted $85,061 $87,478 $71,764 (a) The gain on sale leaseback transactions is included in gains on the sales of assets within other non-interest income. (b) Severance expenses are included in salary and employee benefits expense. (c) Impairment is included in the amortization of tax credit investments. (d) Merger related expenses are primarily within salary and employee benefits expense, professional and legal fees, and other expense. (e) Income tax expense related to reserves for uncertain tax positions in 2019. Adjusted per common share data: Net income available to common shareholders, as adjusted $85,061 $87,478 $71,764 Average number of shares outstanding 403,519,088 355,821,005 331,601,260 Basic earnings, as adjusted $0.21 $0.25 $0.22 Average number of diluted shares outstanding 405,424,123 358,864,876 332,834,466 Diluted earnings, as adjusted $0.21 $0.24 $0.22 Adjusted annualized return on average tangible shareholders' equity: Net income, as adjusted $88,233 $90,650 $74,936 Average shareholders' equity 4,408,585 3,804,902 3,394,688 Less: Average goodwill and other intangible assets 1,460,988 1,256,137 1,160,510 Average tangible shareholders' equity $2,947,597 $2,548,765 $2,234,178 Annualized return on average tangible shareholders' equity, as adjusted 11.97% 14.23% 13.42% Adjusted annualized return on average assets: Net income, as adjusted $88,233 $90,650 $74,936 Average assets $38,097,364 $35,315,682 $32,296,070 Annualized return on average assets, as adjusted 0.93% 1.03% 0.93% Adjusted annualized return on average shareholders' equity: Net income, as adjusted $88,233 $90,650 $74,936 Average shareholders' equity $4,408,585 $3,804,902 $3,394,688 Annualized return on average shareholders' equity, as adjusted 8.01% 9.53% 8.83%

Non-GAAP Disclosure Reconciliation 17 Three Months Ended March 31, December 31, March 31, ($ in thousands) 2020 2019 2019 Annualized return on average tangible shareholders' equity: Net income, as reported $87,268 $38,104 $113,330 Average shareholders' equity 4,408,585 3,804,902 3,394,688 Less: Average goodwill and other intangible assets 1,460,988 1,256,137 1,160,510 Average tangible shareholders' equity $2,947,597 $2,548,765 $2,234,178 Annualized return on average tangible shareholders' equity 11.84% 5.98% 20.29% Adjusted efficiency ratio: Non-interest expense, as reported $155,656 $196,146 $147,795 Less: Loss on extinguishment of debt (pre-tax) — 31,995 — Less: Severance expense (pre-tax) — — 4,838 Less: Merger-related expenses (pre-tax) 1,302 15,110 — Less: Amortization of tax credit investments (pre-tax) 3,228 3,971 7,173 Non-interest expense, as adjusted $151,126 $145,070 $135,784 Net interest income 265,339 238,541 218,648 Non-interest income, as reported 41,397 38,094 107,673 Add: Losses on securities transactions, net (pre-tax) 40 36 32 Less: Gain on sale leaseback transaction (pre-tax) — — 78,505 Non-interest income, as adjusted $41,437 $38,130 $29,200 Gross operating income, as adjusted $306,776 $276,671 $247,848 Efficiency ratio, as adjusted 49.26% 52.43% 54.79% Annualized pre-provision net revenue / average assets Net interest income $265,339 $238,541 $218,648 Non-interest income, as reported 41,397 38,094 107,673 Less: Non-interest expense, as reported 155,656 196,146 147,795 Pre-provision net revenue $151,080 $80,489 $178,526 Average assets $38,097,364 $35,315,682 $32,296,070 Annualized pre-provision net revenue / average assets 1.59% 0.91% 2.21% Annualized pre-provision net revenue / average assets, as adjusted Net interest income $265,339 $238,541 $218,648 Non-interest income, as adjusted 41,437 38,130 29,200 Less: Non-interest expense, as adjusted 151,126 145,070 135,784 Pre-provision net revenue, as adjusted $155,650 $131,601 $112,064 Average assets $38,097,364 $35,315,682 $32,296,070 Annualized pre-provision net revenue / average assets, as adjusted 1.63% 1.49% 1.39%

Non-GAAP Disclosure Reconciliation 18 As of March 31, December 31, September 30, June 30, March 31, ($ in thousands, except for share data) 2020 2019 2019 2019 2019 Tangible book value per common share: Common shares outstanding 403,744,148 403,278,390 331,805,564 331,788,149 331,732,636 Shareholders' equity $4,420,998 $4,384,188 $3,558,075 $3,504,118 $3,444,879 Less: Preferred Stock 209,691 209,691 209,691 209,691 209,691 Less: Goodwill and other intangible assets 1,458,095 1,460,397 1,152,815 1,155,250 1,158,245 Tangible common shareholders' equity $2,753,212 $2,714,100 $2,195,569 $2,139,177 $2,076,943 Tangible book value per common share $6.82 $6.73 $6.62 $6.45 $6.26 Tangible common equity to tangible assets: Tangible common shareholders' equity $2,753,212 $2,714,100 $2,195,569 $2,139,177 $2,076,943 Total assets 39,120,629 37,436,020 33,765,539 33,027,741 32,476,991 Less: Goodwill and other intangible assets 1,458,095 1,460,397 1,152,815 1,155,250 1,158,245 Tangible assets $37,662,534 $35,975,623 $32,612,724 $31,872,491 $31,318,746 Tangible common equity to tangible assets 7.31% 7.54% 6.73% 6.71% 6.63%

For More Information 19 ▪ Log onto our website: www.valley.com ▪ Email requests to: tlan@valley.com ▪ Call Travis Lan in Investor Relations, at: (973) 686-5007 ▪ Write to: Valley National Bank 1455 Valley Road Wayne, New Jersey 07470 Attn: Travis Lan, SVP – Director, Corporate Finance & Business Development ▪ Log onto our website above or www.sec.gov to obtain free copies of documents filed by Valley with the SEC

XML

Cover	Apr. 30, 2020
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 30, 2020
Entity Registrant Name	Valley National Bancorp
Entity Incorporation, State or Country Code	NJ
Entity File Number	1-11277
Entity Tax Identification Number	22-2477875
Entity Address, Address Line One	One Penn Plaza,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10119
City Area Code	973
Local Phone Number	305-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000714310
Amendment Flag	false
The Nasdaq Stock Market LLC | Common Stock, no par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	VLY
Security Exchange Name	NASDAQ
The Nasdaq Stock Market LLC | Non-Cumulative Perpetual Preferred Stock, Series A, no par value
Document Information [Line Items]
Title of 12(b) Security	Non-Cumulative Perpetual Preferred Stock, Series A, no par value
Trading Symbol	VLYPP
Security Exchange Name	NASDAQ
The Nasdaq Stock Market LLC | Non-Cumulative Perpetual Preferred Stock, Series B, no par value
Document Information [Line Items]
Title of 12(b) Security	Non-Cumulative Perpetual Preferred Stock, Series B, no par value
Trading Symbol	VLYPO
Security Exchange Name	NASDAQ