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Benefit Plans
 12 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
Benefit Plans
BENEFIT PLANS (Note 12)
Defined Benefit Pension and Postretirement Benefit Plans
The Bank had offered a qualified non-contributory defined benefit plan and a non-qualified supplemental retirement plan to eligible employees and key executives who met certain age and service requirements, as well as a non-qualified directors' retirement plan. The qualified and non-qualified plans were frozen effective December 31, 2013. Consequently, participants in each plan will not accrue further benefits and their pension benefits were immediately vested and determined based on their compensation and service as of December 31, 2013.
On April 1, 2022, Valley assumed a qualified non-contributory defined benefit pension plan (frozen to both benefits and new participants) covering certain former employees of Bank Leumi USA. Valley also assumed Other post-employment medical and life insurance benefit ("OPEB") plans from Bank Leumi USA mostly covering retired former employees. The OPEB plans are active, but closed to new participants.
Collectively, all qualified and non-qualified plans are referred to as the “Pension” in the tables below unless indicated otherwise.
The following table sets forth the change in the projected benefit obligation, the change in fair value of plan assets and the funded status and amounts recognized in Valley’s consolidated financial statements for the Pension and OPEB plans at December 31, 2024 and 2023, if applicable:
PensionOPEB
2024202320242023
 (in thousands)
Change in projected benefit obligation:
Projected benefit obligation at beginning of year$179,918 $175,496 $5,451 $5,981 
Interest cost8,542 8,923 245 279 
Actuarial (loss) gain(6,017)7,604 178 (161)
Benefits paid(11,920)(12,105)(721)(648)
Projected benefit obligation at end of year$170,523 $179,918 $5,153 $5,451 
Change in fair value of plan assets:
Fair value of plan assets at beginning of year$302,860 $275,406 $— $— 
Actual return on plan assets30,595 37,993 — — 
Employer contributions30,188 1,566 721 648 
Benefits paid(11,920)(12,105)(721)(648)
Fair value of plan assets at end of year *$351,723 $302,860 $— $— 
Funded status of the plan
Assets (liabilities) recognized$181,200 $122,942 $(5,153)$(5,451)
Accumulated benefit obligation170,523 179,918 $5,153 $5,451 
*    Pension assets include accrued interest receivables of $986 thousand and $826 thousand as of December 31, 2024 and 2023, respectively.
Amounts recognized as a component of accumulated other comprehensive loss at end of year that have not been recognized as a component of the net periodic pension expense for Valley’s Pension and OPEB plans are presented in the following table:
PensionOPEB
2024202320242023
 (in thousands)
Net actuarial loss (gain)$31,227 $45,746 $(749)$(988)
Prior service cost180 216 — — 
Deferred tax (benefit) expense(8,630)(12,697)206 273 
Total$22,777 $33,265 $(543)$(715)
The non-qualified plans presented within Pension in the tables above had a projected benefit obligation, accumulated benefit obligation, and fair value of plan assets at December 31, 2024 and 2023 as follows:
20242023
 (in thousands)
Projected benefit obligation$13,418 $14,571 
Accumulated benefit obligation13,418 14,571 
Fair value of plan assets— — 
In determining the discount rate assumptions, management looks to current rates on fixed-income corporate debt securities that receive a rating of AA or higher from either Moody’s or S&P with durations equal to the expected benefit payments streams required of each plan. The weighted average discount rate used in determining the actuarial present value of benefit obligations for the Pension plans was 5.57 percent and 5.00 percent as of December 31, 2024 and 2023, respectively, and 5.51 percent and 4.97 percent for the OPEB plans as of December 31, 2024 and 2023, respectively.
The net periodic benefit (income) cost for the Pension and OPEB plans were reported within other non-interest expense included the following components for the years ended December 31, 2024, 2023 and 2022:
PensionOPEB
202420232022202420232022
 (in thousands)
Interest cost$8,542 $8,923 $5,373 $245 $279 $174 
Expected return on plan assets(22,327)(22,792)(20,858)— — — 
Amortization of net loss (gain)234 58 1,000 (60)(54)(95)
Amortization of prior service cost135 135 135 — — — 
Net periodic benefit (income) cost$(13,416)$(13,676)$(14,350)$185 $225 $79 
Valley estimated the interest cost component of net periodic benefit (income) cost (as shown in the table above) using a spot rate approach for the plans by applying the specific spot rates along the yield curve to the relevant projected cash flows. Valley believes this provides a better estimate of interest costs than a single weighted average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the applicable period.

Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss for the years ended December 31, 2024 and 2023 were as follows:
PensionOPEB
2024202320242023
 (in thousands)
Net actuarial (gain) loss$(14,285)$(7,596)$178 $(161)
Amortization of prior service cost(135)(135)— — 
Amortization of actuarial (loss) gain(234)(58)60 54 
Total recognized in other comprehensive loss$(14,654)$(7,789)$238 $(107)
Total recognized in net periodic benefit (income) cost and other comprehensive (income) loss (before tax)$(28,070)$(21,465)$423 $118 
The benefit payments, which reflect expected future service, (as appropriate) expected to be paid in future years, are presented in the following table:
YearPensionOPEB
(in thousands)
2025$12,868 $342 
202612,801 337 
202713,074 339 
202813,306 340 
202913,391 328 
Thereafter64,991 1,618 
The weighted average assumptions used to determine net periodic benefit (income) cost for the years ended December 31, 2024, 2023 and 2022 were as follows:
PensionOPEB
202420232022202420232022
Discount rate - projected benefit obligation5.00 %5.31 %2.85 %4.96 %5.29 %2.85 %
Discount rate - interest cost4.92 %5.23 %2.49 %4.96 %5.29 %2.85 %
Expected long-term return on plan assets7.25 %7.50 %6.79 %N/AN/AN/A
Assumed healthcare cost trend rate *N/AN/AN/A7.00 %5.50 %5.75 %
*    The assumed healthcare cost trend rate used to measure the expected cost of benefits covered by the OPEB plans for 2025 is 7 percent. The rate to which the healthcare cost trend rate is assumed to decline (ultimate trend rate) along with the year that the ultimate trend rate will be reached is 4.5 percent in 2035.
The expected long-term rate of return on qualified plan assets is the average rate of return expected to be realized on funds invested or expected to be invested to provide for the benefits included in the benefit obligation. The expected long-term rate of return on plan assets is established at the beginning of the year based upon historical and projected returns for each asset category. The expected rate of return on plan assets assumption is based on the concept that it is a long-term assumption independent of the current economic environment and changes would be made in the expected return only when long-term inflation expectations change, asset allocations change materially or when asset class returns are expected to change for the long-term.
The Bank Retirement Plans Committee, assisted by an independent non-discretionary investment consulting firm, (1) determines the qualified plans’ investment goals, objectives and risk parameters, (2) directs the diversification of the investments into various suitable investment options and asset types, and (3) regularly monitors the performance of the assets. Individual asset managers are granted full discretion to buy, sell, invest and reinvest the portions of the asset portfolio assigned to them consistent with the Bank Retirement Plans Committee’s policy and guidelines.
The long-term strategic assets allocation targets reflect investment return requirements and risk tolerances specific to each plan. The asset allocation targets are generally divided into approximately equal weightings (50 percent) of growth assets, including U.S. and International marketable equity securities, and fixed income assets, largely comprised of high-quality U.S. bonds of both intermediate and long duration plus cash equivalents. The plans’ investments are well-diversified in terms of industry, economic sector, market capitalization and asset type.
Although much depends upon market conditions, the absolute investment objective for the equity portion is to earn at least a mid-to-high single digit return, after adjustment by the CPI, over rolling five-year periods. Relative performance should be above the median of a suitable grouping of other equity portfolios and a suitable index over rolling three-year periods. For the fixed income portion of the plan assets, the absolute objective is to earn a positive annual real return, after adjustment by the CPI, over rolling five-year periods.
The following tables present the weighted-average asset allocations by asset category for the defined benefit pension plans that are measured at fair value by level within the fair value hierarchy at December 31, 2024 and 2023. See Note 3 for further details regarding the fair value hierarchy.
   Fair Value Measurements at Reporting Date Using:
 % of Total
Investments		December 31, 2024Quoted Prices
in Active Markets
for Identical
Assets (Level 1)		Significant
Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
 ($ in thousands)
Assets:
Investments:
Mutual funds 31 %$109,951 $109,951 $— $— 
Corporate bonds21 73,599 — 73,599 — 
Equity securities17 58,474 58,474 — — 
U.S. Treasury securities14 50,573 50,573 — — 
Commingled fund12 41,277 — 41,277 — 
U.S. government agency securities3 9,780 — 9,780 — 
Cash and money market funds2 7,083 7,083 — — 
Total investments100 %$350,737 $226,081 $124,656 $— 

   Fair Value Measurements at Reporting Date Using:
 % of Total
Investments		December 31, 2023Quoted Prices
in Active Markets
for Identical
Assets (Level 1)		Significant
Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
 ($ in thousands)
Assets:
Investments:
Mutual funds30 %$91,000 $91,000 $— $— 
Equity securities20 60,918 60,918 — — 
Corporate bonds19 56,267 — 56,267 — 
U.S. Treasury securities18 54,234 54,234 — — 
Commingled fund8 25,115 — 25,115 — 
U.S. government agency securities4 10,580 — 10,580 — 
Cash and money market funds1 3,920 3,920 — — 
Total investments100 %$302,034 $210,072 $91,962 $— 
The following is a description of the valuation methodologies used for assets measured at fair value:
Equity securities, U.S. Treasury securities and cash and money market funds are valued at fair value in the tables above utilizing Level 1 inputs. Mutual funds are measured at their respective net asset values, which represent fair values of the securities held in the funds based on Level 1 inputs.
Corporate bonds and U.S. government agency securities are reported at fair value utilizing Level 2 inputs. The prices for these investments are derived from market quotations and matrix pricing obtained through an independent pricing service. Such 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.
Commingled funds are valued based on the NAV as reported by the trustee of the funds. The funds' underlying investments, which primarily comprise fixed-income debt securities and open-end mutual funds, are valued using quoted market prices in active markets or unobservable inputs for similar assets. Therefore, commingled funds are classified as Level 2 within the fair value hierarchy. Transactions may occur daily within the fund.
Based upon actuarial estimates, Valley does not expect to make any contributions to the defined benefit pension plans. Funding requirements for subsequent years are uncertain and will significantly depend on whether the plans' actuary changes
any assumptions used to calculate plan funding levels, the actual return on plan assets, changes in the employee groups covered by the plans, and any legislative or regulatory changes affecting plan funding requirements. For tax planning, financial planning, cash flow management or cost reduction purposes, Valley may increase, accelerate, decrease or delay contributions to the plans to the extent permitted by law.
Other Non-Qualified Plans
Valley maintains separate non-qualified plans for former directors and senior management of Merchants Bank of New York acquired in January of 2001. At December 31, 2024 and 2023, the remaining obligations under these plans were $811 thousand and $962 thousand, respectively. Valley's accrued expense related to these plans totaled $195 thousand and $246 thousand at December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, all of the obligations were included in other liabilities and $447 thousand (net of a $170 thousand tax benefit) and $519 thousand (net of a $198 thousand tax benefit), respectively, were recorded in accumulated other comprehensive loss. The $617 thousand pre-tax in accumulated other comprehensive loss will be reclassified to expense on a straight-line basis over the remaining benefit periods of these non-qualified plans.
Valley assumed, in the Oritani acquisition on December 1, 2019, certain obligations under non-qualified retirement plans, including a SERP for the former Chief Executive Officer of Oritani. The SERP is a retirement benefit with a minimum payment period of 20 years upon death, disability, normal retirement, early retirement or separation from service after a change in control. Distributions from the plan began on July 1, 2020. The funded obligation under the SERP totaled $10.8 million and $11.6 million at December 31, 2024 and 2023, respectively. The SERP is secured by investments in money market mutual funds which are held in a trust and classified as equity securities on the consolidated statements of financial condition at both December 31, 2024 and 2023. Valley recorded net benefit income of $1.3 million, $1.5 million and $1.8 million related to the valuation of the SERP for the years ended December 31, 2024, 2023 and 2022, respectively.
Bonus Plan
Valley National Bank and its subsidiaries may award cash incentive and merit bonuses to its officers and employees based upon a percentage of the covered employees’ compensation as determined by the achievement of certain performance objectives. Amounts charged to salary expense for cash incentive awards were $54.5 million, $57.4 million and $54.6 million during 2024, 2023 and 2022, respectively.
Savings and Investment Plan
Valley National Bank maintains a 401(k) plan that covers eligible employees of the Bank and its subsidiaries and allows employees to contribute a percentage of their salary, with the Bank matching a certain percentage of the employee contribution in cash invested in accordance with each participant’s investment elections. The Bank recorded $15.7 million, $16.0 million and $14.0 million in expense for contributions to the plan for the years ended December 31, 2024, 2023 and 2022, respectively.
Deferred Compensation Plan
Valley has a non-qualified, unfunded deferred compensation plan maintained for the purpose of providing deferred compensation for selected employees participating in the 401(k) plan whose contributions are limited as a result of the limitations under Section 401(a)(17) of the Internal Revenue Code. Each participant in the plan is permitted to defer per calendar year, up to five percent of the portion of the participant’s salary and cash bonus above the limit in effect under the Company's 401(k) plan and receive employer matching contributions that become fully vested after two years of participation in the plan. Plan participants also receive an annual interest crediting on their balances held as of December 31 each year. Benefits are generally paid to a participant in a single lump sum following the participant’s separation from service with Valley. Valley recorded plan expenses of $770 thousand, $747 thousand and $447 thousand for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 and 2023, Valley had an unsecured general liability of $4.8 million and $3.6 million, respectively, included in accrued expenses and other liabilities in connection with this plan.
Stock Based Compensation
Valley maintains an incentive compensation plan to provide additional 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 December 31, 2024, 9.6 million shares of common stock were available for issuance under the plan.
Valley recorded total stock-based compensation expense of $29.0 million, $33.1 million and $28.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. The stock-based compensation expense included $3.0 million for 2024
and $2.3 million for both 2023 and 2022 related to stock awards granted to retirement eligible employees. Compensation expense for awards to retirement eligible employees is amortized monthly over a one year required service period after the grant date. The fair values of all other stock awards are expensed over the shorter of the vesting or required service period. As of December 31, 2024, the unrecognized amortization expense for all stock-based compensation totaled approximately $29.1 million and will be recognized over an average remaining vesting period of approximately 1.8 years.
RSUs. 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 average grant date fair values of RSUs for the years ended December 31, 2024, 2023, and 2022:
Restricted Stock Units Average Grant Date Fair Values
 202420232022
Average grant date fair value per share:
Performance-based RSUs$7.88 $12.80 $14.72 
Time-based RSUs$8.46 $11.25 $13.22 

The following table sets forth the changes in RSUs outstanding for the years ended December 31, 2024, 2023 and 2022:
Restricted Stock Units Outstanding
 202420232022
Outstanding at beginning of year5,694,330 5,196,609 3,889,756 
Granted4,573,601 2,944,837 3,426,181 
Vested(2,616,787)(2,110,120)(1,833,739)
Forfeited(828,589)(336,996)(285,589)
Outstanding at end of year6,822,555 5,694,330 5,196,609 
Restricted Stock. A restricted stock award is a grant of shares of Valley common stock subject to certain vesting and other restrictions. Compensation expense is measured based on the grant-date fair value of the shares.
The following table sets forth the changes in restricted stock awards outstanding for the years ended December 31, 2023 and 2022. There were no restricted stock awards outstanding during the year ended December 31, 2024.
Restricted Stock Awards Outstanding
 20232022
Outstanding at beginning of year5,245 213,908 
Vested(5,245)(208,663)
Outstanding at end of year— 5,245 
Stock Options. The fair value of each option granted on the date of grant is estimated using a binomial option pricing model. The fair values are estimated using assumptions for dividend yield based on the annual dividend rate; the stock volatility, based on Valley’s historical and implied stock price volatility; the risk-free interest rates, based on the U.S. Treasury constant maturity bonds, in effect on the actual grant dates, with a remaining term approximating the expected term of the options; and expected exercise term calculated based on Valley’s historical exercise experience.
On April 1, 2022, Valley issued replacement options for the pre-existing and fully vested stock option awards of Bank Leumi USA for 2.7 million shares of Valley common stock at a weighted average exercise price of $8.47. The stock plan under which the original Bank Leumi stock awards were issued is no longer active at the acquisition date.
The following table summarizes stock option activity as of December 31, 2024, 2023 and 2022 and changes during the years ended on those dates: 
 202420232022
Weighted
Average
Exercise		Weighted
Average
Exercise		Weighted
Average
Exercise
Stock optionsSharesPriceSharesPriceSharesPrice
Outstanding at beginning of year2,914,829 $8 2,927,031 $8 217,555 $7 
Acquired in business combinations— — — — 2,726,113 8 
Exercised(259,709)8 (12,202)6 (16,637)6 
Forfeited or expired(32,000)10 — — — — 
Outstanding at end of year2,623,120 8 2,914,829 8 2,927,031 8 
Exercisable at year-end2,623,120 8 2,914,829 8 2,927,031 8 
The following table summarizes information about stock options outstanding and exercisable at December 31, 2024:
Options Outstanding and Exercisable
Range of Exercise PricesNumber of OptionsWeighted Average
Remaining Contractual
Life in Years		Weighted Average
Exercise Price
$4-6
42,352 1.2$6 
6-8
84,767 2.27 
8-10
2,470,401 0.98 
10-12
25,600 3.710 
2,623,120 1.08