Junior Subordinated Debentures Issued to Capital Trusts

12 Months Ended

Dec. 31, 2024

Junior Subordinated Debentures Issued to Capital Trusts

JUNIOR SUBORDINATED DEBENTURES ISSUED TO CAPITAL TRUSTS (Note 11)

All of the statutory trusts presented in the table below were acquired in bank acquisitions. These trusts were established for the sole purpose of issuing trust preferred securities and related trust common securities. The proceeds from such issuances were used by the trust to purchase an equivalent amount of junior subordinated debentures issued by the acquired bank, and assumed by Valley. The junior subordinated debentures, the sole assets of the trusts, are unsecured obligations of Valley, and are subordinate and junior in right of payment to all present and future senior and subordinated indebtedness and certain other financial obligations of Valley. Valley does not consolidate its capital trusts based on GAAP but wholly owns all of the common securities of each trust.

The table below summarizes the outstanding callable junior subordinated debentures and the related trust preferred securities issued by each trust as of December 31, 2024 and 2023:


	GCB Capital Trust III		State Bancorp Capital Trust I		State Bancorp Capital Trust II		Aliant Statutory Trust II
	($ in thousands)
Junior Subordinated Debentures:
December 31, 2024
Carrying value (1)	$	24,743	$	9,525	$	9,122	$	14,065
Contractual principal balance	24,743		10,310		10,310		15,464
Annual interest rate (2)	3-mo. SOFR+spread adj.+1.4%		3-mo. SOFR+spread adj.+ 3.45%		3-mo. SOFR+ spread adj.+2.85%		3-mo.SOFR+spread adj.+1.8%
December 31, 2023
Carrying value (1)	$	24,743	$	9,425	$	8,991	$	13,949
Contractual principal balance	24,743		10,310		10,310		15,464
Annual interest rate	3-mo. SOFR+spread adj.+1.4%		3-mo. SOFR+spread adj.+3.45%		3-mo. SOFR+spread adj.+2.85%		3-mo. SOFR+spread adj.+1.8%
Stated maturity date	July 30, 2037		November 7, 2032		January 23, 2034		December 15, 2036

Trust Preferred Securities:
December 31, 2024 and 2023
Face value	$	24,000	$	10,000	$	10,000	$	15,000
Annual distribution rate(2)	3-mo. SOFR+spread adj.+ 1.4%		3-mo. SOFR+ spread adj.+ 3.45%		3-mo. SOFR+ spread adj.+2.85%		3-mo. SOFR+ spread adj.+1.8%

Issuance date	July 2, 2007		October 29, 2002		December 19, 2003		December 14, 2006
Distribution dates (3)	Quarterly		Quarterly		Quarterly		Quarterly

(1)The carrying values include unamortized purchase accounting adjustments at December 31, 2024 and 2023.

(2)The 3-month Term SOFR rate is adjusted for the 0.26161 percent spread.

(3)All cash distributions are cumulative.

The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debentures at the stated maturity date or upon early redemption. The trusts’ ability to pay amounts due on the trust preferred securities is solely dependent upon Valley making payments on the related junior subordinated debentures. Valley’s obligation under the junior subordinated debentures and other relevant trust agreements, in aggregate, constitutes a full and unconditional guarantee by Valley of the trusts’ obligations under the trust preferred securities issued. Under the junior subordinated debenture agreements, Valley has the right to defer payment of interest on the debentures and, therefore, distributions on the trust preferred securities, for up to five years, but not beyond the stated maturity dates in the table above. Currently, Valley has no intention to exercise its right to defer interest payments on the debentures.

The trust preferred securities are included in Valley’s total risk-based capital (as Tier 2 capital) for regulatory purposes at December 31, 2024 and 2023.