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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
(Mark One)
☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2025
OR
☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                     
Commission File Number 1-11277 
 Valley National Bancorp
(Exact name of registrant as specified in its charter)
New Jersey22-2477875
(State or other jurisdiction of
Incorporation or Organization)		(I.R.S. Employer
Identification Number)
One Penn Plaza
New York,NY10119
(Address of principal executive office)(Zip code)
973-305-8800
(Registrant’s telephone number, including area code) 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of exchange on which registered
Common Stock, no par valueVLYThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par valueVLYPPThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par valueVLYPOThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series C, no par valueVLYPNThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer☒Accelerated filer
☐
Smaller reporting company
☐
Non-accelerated filer
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock (no par value), of which 559,720,999 shares were outstanding as of August 6, 2025.


TABLE OF CONTENTS
 
  Page
Number
PART I
Item 1.
Consolidated Statements of Financial Condition as of June 30, 2025 and December 31, 2024
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2025 and 2024
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024
Item 2.
Item 3.
Item 4.
PART II
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.

1


Glossary of Defined Terms

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

TermDefinition
ACLAllowance for credit losses
AFSAvailable for sale
ASCAccounting Standards Codification
ASUAccounting Standards Update
BankValley National Bank (Valley’s principal subsidiary)
Basel III
Capital rules under a global regulatory framework developed by the Basel Committee on Banking Supervision
BoardBoard of Directors of Valley National Bancorp
CDCertificate of deposit
CECLCurrent expected credit loss model
CFPB
Consumer Financial Protection Bureau
CODMChief Operating Decision Maker
CRACommunity Reinvestment Act
CRE loan concentration ratio
Total commercial real estate loans held for investment and held for sale, excluding owner occupied loans, as a percentage of total risk-based capital
Exchange ActSecurities Exchange Act of 1934, as amended
Fannie MaeFederal National Mortgage Association
FDICFederal Deposit Insurance Corporation
Federal ReserveBoard of Governors of the Federal Reserve System
FRBFederal Reserve Bank
FHLBFederal Home Loan Bank
FOMCFederal Open Market Committee
Freddie MacFederal Home Loan Mortgage Corporation
GAAPU. S. Generally Accepted Accounting Principles
GDPGross domestic product
Ginnie MaeGovernment National Mortgage Association
HTMHeld to Maturity
Moody’sMoody’s Investor Services
NAVNet asset value
NPANon-performing asset
OCCOffice of the Comptroller of the Currency
OREOOther real estate owned
OTCOver-the-counter
ROATEReturn on average tangible shareholders’ equity
RSURestricted stock unit
SECU.S. Securities and Exchange Commission
SOFRSecured Overnight Financing Rate
U.S. TreasuryUnited States Department of the Treasury
Valley
May refer to Valley National Bancorp individually, Valley National Bancorp and its consolidated subsidiaries, or certain of Valley National Bancorp’s subsidiaries, as the context requires (interchangeable with the “Company,” “we,” “our” and “us”).
Valley's Annual ReportValley's Annual Report on Form 10-K for the year ended December 31, 2024
2


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except for share data)June 30,
2025		December 31,
2024
Assets(Unaudited)
Cash and due from banks$440,870 $411,412 
Interest bearing deposits with banks745,547 1,478,713 
Investment securities:
Equity securities77,408 71,513 
Available for sale debt securities3,896,205 3,369,724 
Held to maturity debt securities (net of allowance for credit losses of $637 at June 30, 2025 and $647 at December 31, 2024)
3,530,924 3,531,573 
Total investment securities7,504,537 6,972,810 
Loans held for sale (includes fair value of $9,146 at June 30, 2025 and $16,931 at December 31, 2024 for loans originated for sale)
28,096 25,681 
Loans49,391,420 48,799,711 
Less: Allowance for loan losses(579,500)(558,850)
Net loans48,811,920 48,240,861 
Premises and equipment, net337,371 350,796 
Lease right of use assets332,324 328,475 
Bank owned life insurance735,026 731,574 
Accrued interest receivable238,278 239,941 
Goodwill1,868,936 1,868,936 
Other intangible assets, net114,579 128,661 
Other assets1,547,874 1,713,831 
Total Assets$62,705,358 $62,491,691 
Liabilities
Deposits:
Non-interest bearing$11,746,770 $11,428,674 
Interest bearing:
Savings, NOW and money market26,091,633 26,304,639 
Time12,886,881 12,342,544 
Total deposits50,725,284 50,075,857 
Short-term borrowings162,244 72,718 
Long-term borrowings2,903,091 3,174,155 
Junior subordinated debentures issued to capital trusts57,629 57,455 
Lease liabilities392,633 388,303 
Accrued expenses and other liabilities889,056 1,288,076 
Total Liabilities55,129,937 55,056,564 
Shareholders’ Equity
Preferred stock, no par value; 50,000,000 authorized shares:
Series A (4,600,000 shares issued at June 30, 2025 and December 31, 2024)
111,590 111,590 
Series B (4,000,000 shares issued at June 30, 2025 and December 31, 2024)
98,101 98,101 
Series C (6,000,000 shares issued at June 30, 2025 and December 31, 2024)
144,654 144,654 
Common stock (no par value, authorized 650,000,000 shares; issued 560,522,946 shares at June 30, 2025 and 558,786,093 shares at December 31, 2024)
196,606 195,998 
Surplus5,451,543 5,442,070 
Retained earnings1,694,903 1,598,048 
Accumulated other comprehensive loss(119,889)(155,334)
Treasury stock, at cost (241,125 common shares at June 30, 2025)
(2,087)— 
Total Shareholders’ Equity7,575,421 7,435,127 
Total Liabilities and Shareholders’ Equity$62,705,358 $62,491,691 

See accompanying notes to consolidated financial statements.
3


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except for per share data)
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
Interest Income
Interest and fees on loans$720,282 $770,964 $1,423,891 $1,542,517 
Interest and dividends on investment securities:
Taxable67,164 40,460 131,062 76,257 
Tax-exempt4,681 4,799 9,383 9,595 
Dividends5,528 6,341 11,192 13,169 
Interest on federal funds sold and other short-term investments7,357 10,902 14,236 20,584 
Total interest income805,012 833,466 1,589,764 1,662,122 
Interest Expense
Interest on deposits:
Savings, NOW and money market203,390 231,597 403,611 464,103 
Time129,324 160,442 254,393 311,507 
Interest on short-term borrowings1,736 691 4,682 21,303 
Interest on long-term borrowings and junior subordinated debentures38,154 39,051 74,565 69,976 
Total interest expense372,604 431,781 737,251 866,889 
Net Interest Income432,408 401,685 852,513 795,233 
Provision (credit) for credit losses for available for sale and held to maturity securities4 (41)(10)(115)
Provision for credit losses for loans37,795 82,111 100,470 127,385 
Net Interest Income After Provision for Credit Losses394,609 319,615 752,053 667,963 
Non-Interest Income
Wealth management and trust fees14,056 13,136 29,087 31,066 
Insurance commissions3,430 3,958 6,832 6,209 
Capital markets9,767 7,779 16,707 13,449 
Service charges on deposit accounts14,705 11,212 27,431 22,461 
(Losses) gains on securities transactions, net(1)3 45 52 
Fees from loan servicing3,671 2,691 6,886 5,879 
Gains on sales of loans, net2,025 884 4,222 2,502 
Bank owned life insurance6,019 4,545 10,796 7,780 
Other8,932 7,005 18,892 23,230 
Total non-interest income62,604 51,213 120,898 112,628 
Non-Interest Expense
Salary and employee benefits expense145,422 140,815 288,040 282,646 
Net occupancy expense25,483 24,252 51,371 48,575 
Technology, furniture and equipment expense30,667 35,203 60,563 70,665 
FDIC insurance assessment12,192 14,446 25,059 32,682 
Amortization of other intangible assets7,427 8,568 15,446 17,980 
Professional and legal fees19,970 17,938 35,640 34,403 
Loss on extinguishment of debt922 — 922 — 
Amortization of tax credit investments9,134 5,791 18,454 11,353 
Other32,905 30,484 65,245 59,503 
Total non-interest expense284,122 277,497 560,740 557,807 
Income Before Income Taxes173,091 93,331 312,211 222,784 
Income tax expense39,924 22,907 72,986 56,080 
Net Income133,167 70,424 239,225 166,704 
Dividends on preferred stock 6,948 4,108 13,903 8,227 
Net Income Available to Common Shareholders$126,219 $66,316 $225,322 $158,477 
Earnings Per Common Share:
Basic$0.23 $0.13 $0.40 $0.31 
Diluted0.22 0.13 0.40 0.31 
See accompanying notes to consolidated financial statements.
4


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands)
 
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
Net income$133,167 $70,424 $239,225 $166,704 
Other comprehensive income (loss), net of tax:
Unrealized gains and losses on available for sale securities
Net gains (losses) arising during the period8,496 (5,600)35,708 (15,805)
Amounts reclassified to earnings— 8 — 8 
Total8,496 (5,592)35,708 (15,797)
Unrealized losses on derivatives (cash flow hedges)
Amounts reclassified to earnings(221)(210)(439)(432)
Total(221)(210)(439)(432)
Defined benefit pension and postretirement benefit plans
Amortization of actuarial net loss88 37 176 72 
Total other comprehensive income (loss)8,363 (5,765)35,445 (16,157)
Total comprehensive income$141,530 $64,659 $274,670 $150,547 
See accompanying notes to consolidated financial statements.

5


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

For the Six Months Ended June 30, 2025
Common StockAccumulated
Preferred StockSharesAmountSurplusRetained
Earnings		Other
Comprehensive
Loss		Treasury
Stock		Total
Shareholders’
Equity
 ($ in thousands)
Balance - December 31, 2024$354,345 558,786 $195,998 $5,442,070 $1,598,048 $(155,334)$— $7,435,127 
Net income— — — — 106,058 — — 106,058 
Other comprehensive income, net of tax— — — — — 27,082 — 27,082 
Cash dividends declared:
Preferred stock, Series A, $0.39 per share
— — — — (1,797)— — (1,797)
Preferred stock, Series B, $0.52 per share
— — — — (2,065)— — (2,065)
Preferred stock, Series C, $0.52 per share
—— —— (3,094)— — (3,094)
Common stock, $0.11 per share
— — — — (62,460)— — (62,460)
Effect of stock incentive plan, net
— 1,492 522 2,686 — — — 3,208 
Common stock repurchased— (250)— — — — (2,162)(2,162)
Balance - March 31, 2025$354,345 560,028 $196,520 $5,444,756 $1,634,690 $(128,252)$(2,162)$7,499,897 
Net income— — — — 133,167 — — 133,167 
Other comprehensive loss, net of tax— — — — — 8,363 — 8,363 
Cash dividends declared:
Preferred stock, Series A, $0.39 per share
— — — — (1,797)— — (1,797)
Preferred stock, Series B, $0.51 per share
— — — — (2,057)— — (2,057)
Preferred stock, Series C, $0.52 per share
— — — — (3,094)— — (3,094)
Common stock, $0.11 per share
— — — — (62,466)— — (62,466)
Effect of stock incentive plan, net
— 504 86 6,787 (3,540)— 2,239 5,572 
Common stock repurchased—(250)————(2,164)(2,164)
Balance - June 30, 2025
$354,345 560,282 $196,606 $5,451,543 $1,694,903 $(119,889)$(2,087)$7,575,421 

6


For the Six Months Ended June 30, 2024
Common StockAccumulated
Preferred StockSharesAmountSurplusRetained
Earnings		Other
Comprehensive
Loss		Treasury
Stock		Total
Shareholders’
Equity
 ($ in thousands)
Balance - December 31, 2023$209,691 507,710 $178,187 $4,989,989 $1,471,371 $(146,456)$(1,391)$6,701,391 
Net income— — — — 96,280 — — 96,280 
Other comprehensive income, net of tax— — — — — (10,392)— (10,392)
Cash dividends declared:
Preferred stock, Series A, $0.39 per share
— — — — (1,797)— — (1,797)
Preferred stock, Series B, $0.58 per share
— — — — (2,322)— — (2,322)
Common stock, $0.11 per share
— — — — (56,794)— — (56,794)
Effect of stock incentive plan, net
— 1,183 348 (966)— — 1,391 773 
Balance - March 31, 2024
$209,691 508,893 $178,535 $4,989,023 $1,506,738 $(156,848)$— $6,727,139 
Net income— — — — 70,424 — — 70,424 
Other comprehensive loss, net of tax— — — — — (5,765)— (5,765)
Cash dividends declared:
Preferred stock, Series A, $0.39 per share
— — — — (1,797)— — (1,797)
Preferred stock, Series B, $0.58 per share
— — — — (2,311)— — (2,311)
Common stock, $0.11 per share
— — — — (56,678)— — (56,678)
Effect of stock incentive plan, net— 312 110 6,615 — — — 6,725 
Balance - June 30, 2024
$209,691 509,205 $178,645 $4,995,638 $1,516,376 $(162,613)$— $6,737,737 

See accompanying notes to consolidated financial statements.
7


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

 Six Months Ended
June 30,
 20252024
Cash flows from operating activities:
Net income$239,225 $166,704 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization19,922 21,510 
Stock-based compensation13,651 15,718 
Provision for credit losses100,460 127,270 
Net accretion of discounts and amortization of premium on securities and borrowings(3,618)(1,418)
Amortization of other intangible assets15,446 17,980 
Losses on available for sale and held to maturity debt securities, net11 11 
Proceeds from sales of loans held for sale at fair value90,628 145,310 
Gains on sales of loans, net(4,222)(2,502)
Originations of loans held for sale(80,509)(133,348)
Gains on sales of assets, net(187)(3,692)
Loss on extinguishment of debt922 — 
Net change in:
Fair value of financial instruments hedged by derivative transactions7,048 6,083 
Trading debt securities— (6)
Lease right of use assets(4,192)5,506 
Cash surrender value of bank owned life insurance(10,464)(7,748)
Accrued interest receivable1,663 (5,669)
Other assets151,240 (176,362)
Accrued expenses and other liabilities(394,992)138,165 
Net cash provided by operating activities142,032 313,512 
Cash flows from investing activities:
 Loans originated and purchased, net of principal collected(680,904)(496,413)
Equity securities:
Purchases(6,938)(4,691)
Sales715 751 
Held to maturity debt securities:
Purchases(159,213)(56,672)
Maturities, calls and principal repayments159,870 144,552 
Available for sale debt securities:
Purchases(682,591)(982,861)
Maturities, calls and principal repayments209,332 49,102 
Death benefit proceeds from bank owned life insurance7,012 5,667 
Proceeds from sales of real estate property and equipment2,277 2,974 
Proceeds from sales of loans not originated for sale— 230,666 
Proceeds from sale of commercial premium finance lending division— 98,060 
Purchases of real estate property and equipment(6,154)(6,378)
Net cash used in investing activities(1,156,594)(1,015,243)
8


VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)
(in thousands)
 Six Months Ended
June 30,
 20252024
Cash flows from financing activities:
Net change in deposits$647,933 $869,348 
Net change in short-term borrowings89,526 (854,064)
Proceeds from issuance of long-term borrowings, net210,000 1,000,000 
Repayments of long-term borrowings(488,000)(65,000)
Cash dividends paid to preferred shareholders(13,903)(8,227)
Cash dividends paid to common shareholders(125,248)(114,256)
Purchase of common shares related to stock compensation plan activity(8,615)(8,271)
Purchase of common shares to treasury(4,326)— 
Common stock issued, net3,744 51 
Other, net(257)(2)
Net cash provided by financing activities310,854 819,579 
Net change in cash and cash equivalents(703,708)117,848 
Cash and cash equivalents at beginning of year1,890,125 891,225 
Cash and cash equivalents at end of period$1,186,417 $1,009,073 
Supplemental disclosures of cash flow information:
Cash payments for:
Interest on deposits and borrowings$769,206 $891,336 
Federal and state income taxes34,099 48,252 
Supplemental schedule of non-cash investing activities:
Transfer of loans to other real estate owned, net$832 $8,059 
Transfer of loans to loans held for sale, net10,200 34,143 
Lease right of use assets obtained in exchange for operating lease liabilities22,866 15,429 

See accompanying notes to consolidated financial statements.
9


VALLEY NATIONAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The unaudited consolidated financial statements of Valley include the accounts of the Bank and all other entities in which Valley has a controlling financial interest. All intercompany transactions and balances have been eliminated. The accounting and reporting policies of Valley conform to GAAP and general practices within the financial services industry. In accordance with GAAP, Valley does not consolidate statutory trusts established for the sole purpose of issuing trust preferred securities and related trust common securities. Certain prior period amounts have been reclassified to conform to the current presentation.
In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at June 30, 2025 and for all periods presented have been made. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP and industry practice have been condensed or omitted pursuant to rules and regulations of the SEC. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Valley’s Annual Report.
Significant Estimates. In preparing the unaudited consolidated financial statements in conformity with GAAP, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated. Material estimates that require application of management’s most difficult, subjective or complex judgment and are particularly susceptible to change include: the allowance for credit losses, the evaluation of goodwill and other intangible assets for impairment, and income taxes. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual amounts or results could differ significantly from those estimates. The recent economic environment has increased and may continue to increase the degree of uncertainty inherent in these material estimates. Actual results may differ from those estimates. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date.
On July 4, 2025, new federal legislation commonly known as the One Big Beautiful Bill Act (OBBBA) was enacted into law. The OBBBA extends or reinstates certain provisions of the 2017 Tax Cuts and Jobs Act, includes tax relief measures, modifies certain energy tax credits and sets various limits on tax deductions, among other key provisions. Valley is currently evaluating the provisions of the OBBBA, but it is not expected to have a material impact on Valley's consolidated financial statements.








10


Note 2. Earnings Per Common Share
The following table shows the calculation of both basic and diluted earnings per common share for the three and six months ended June 30, 2025 and 2024:
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
 (in thousands, except for share and per share data)
Net income available to common shareholders$126,219 $66,316 $225,322 $158,477 
Basic weighted average number of common shares outstanding
560,336,610 509,141,252 559,976,939 508,740,986 
Plus: Common stock equivalents1,975,720 1,197,250 3,454,451 1,696,973 
Diluted weighted average number of common shares outstanding
562,312,330 510,338,502 563,431,390 510,437,959 
Earnings per common share:
Basic$0.23 $0.13 $0.40 $0.31 
Diluted0.22 0.13 0.40 0.31 
Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, if applicable, of RSUs and stock options to purchase Valley’s common shares. Stock options and RSUs with exercise and vesting prices that exceed the average market price of Valley’s common stock during the periods presented may have an anti-dilutive effect on the diluted earnings per common share calculation and therefore are excluded from the diluted earnings per share calculation. Potential anti-dilutive weighted common shares totaled approximately 3.5 million and 6.9 million for the three months ended June 30, 2025 and 2024, respectively, and 798 thousand and 6.0 million for the six months ended June 30, 2025 and 2024, respectively.
Note 3. Accumulated Other Comprehensive Loss
The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for the three and six months ended June 30, 2025 and 2024:
 Components of Accumulated Other Comprehensive LossTotal
Accumulated
Other
Comprehensive
Loss
 Unrealized Gains
and Losses on
AFS Securities		Unrealized Gains
and Losses on
Derivatives		Defined Benefit
Pension and Postretirement Benefit Plans
 (in thousands)
March 31, 2025$(106,686)$1,027 $(22,593)$(128,252)
Other comprehensive income before reclassification 8,496 — — 8,496 
Amounts reclassified to earnings— (221)88 (133)
Other comprehensive income (loss), net8,496 (221)88 8,363 
June 30, 2025$(98,190)$806 $(22,505)$(119,889)
March 31, 2024$(125,707)$1,892 $(33,033)$(156,848)
Other comprehensive loss before reclassification(5,600)— — (5,600)
Amounts reclassified to earnings8 (210)37 (165)
Other comprehensive (loss) income, net(5,592)(210)37 (5,765)
June 30, 2024$(131,299)$1,682 $(32,996)$(162,613)
11


Components of Accumulated Other Comprehensive LossTotal
Accumulated
Other
Comprehensive
Loss
Unrealized Gains
and Losses on
AFS Securities		Unrealized Gains
and Losses on
Derivatives		Defined Benefit
Pension and Postretirement Benefit Plans
(in thousands)
December 31, 2024$(133,898)$1,245 $(22,681)$(155,334)
Other comprehensive income before reclassification35,708 — — 35,708 
Amounts reclassified to earnings— (439)176 (263)
Other comprehensive income (loss), net35,708 (439)176 35,445 
June 30, 2025$(98,190)$806 $(22,505)$(119,889)
December 31, 2023$(115,502)$2,114 $(33,068)$(146,456)
Other comprehensive loss before reclassification(15,805)— — (15,805)
Amounts reclassified to earnings8 (432)72 (352)
Other comprehensive (loss) income, net(15,797)(432)72 (16,157)
June 30, 2024$(131,299)$1,682 $(32,996)$(162,613)
The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three and six months ended June 30, 2025 and 2024:
Amounts Reclassified from
Accumulated Other Comprehensive Loss
Three Months Ended
June 30,		Six Months Ended
June 30,
Components of Accumulated Other Comprehensive Loss2025202420252024Income Statement Line Item
 (in thousands) 
Unrealized losses on AFS securities before tax$— $(11)$— $(11)(Losses) gains on securities transactions, net
Tax effect— 3 — 3 
Total net of tax— (8)— (8)
Unrealized gains on derivatives (cash flow hedges) before tax$304 $299 $605 $597 Interest and fees on loans
Tax effect(83)(89)(166)(165)
Total net of tax221 210 439 432 
Defined benefit pension and postretirement benefit plans:
Amortization of actuarial net loss(121)(50)(242)(99)Other non-interest expense
Tax effect33 13 66 27 
Total net of tax(88)(37)(176)(72)
Total reclassifications, net of tax$133 $165 $263 $352 
Note 4. New Authoritative Accounting Guidance
ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU No. 2024-03 does not change the expense captions an entity presents on the face of the income statement. Subsequently issued ASU No. 2025-01 amended the effective date of ASU No. 2024-03 to require all public business entities to adopt the new guidance for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal
12


years beginning after December 15, 2027. Early adoption and retrospective application are permitted. Valley is currently evaluating the impact of ASU No. 2024-03 on its consolidated financial statements.
Note 5. Fair Value Measurement of Assets and Liabilities
ASC Topic 820, "Fair Value Measurement," establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

•Level 1    - Unadjusted exchange quoted prices in active markets for identical assets or liabilities, or identical liabilities traded as assets that the reporting entity has the ability to access at the measurement date.
•Level 2 - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly (i.e., quoted prices on similar assets) for substantially the full term of the asset or liability.
•Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis
The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at June 30, 2025 and December 31, 2024. The assets presented under “non-recurring fair value measurements” in the tables below are not measured at fair value on an ongoing basis but are subject to fair value adjustments under certain circumstances (e.g., when an impairment loss is recognized). 
13


 June 30,
2025		Fair Value Measurements at Reporting Date Using:
 Quoted Prices
in Active Markets
for Identical
Assets (Level 1)		Significant
Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
 (in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Equity securities$23,468 $23,468 $— $— 
Equity securities at net asset value (NAV)
10,300 — — — 
Available for sale debt securities:
U.S. Treasury securities298,070 298,070 — — 
U.S. government agency securities22,403 — 22,403 — 
Obligations of states and political subdivisions184,277 — 184,277 — 
Residential mortgage-backed securities3,188,813 — 3,188,813 — 
Corporate and other debt securities202,642 — 202,642 — 
Total available for sale debt securities3,896,205 298,070 3,598,135 — 
Loans held for sale (1)
9,146 — 9,146 — 
Other assets (2)
232,123 — 232,123 — 
Total assets$4,171,242 $321,538 $3,839,404 $— 
Liabilities
Other liabilities (2)
$234,175 $— $234,175 $— 
Total liabilities$234,175 $— $234,175 $— 
Non-recurring fair value measurements:
Non-performing loans held for sale (3)
$18,950 $— $18,950 $— 
Collateral dependent loans 144,302 — — 144,302 
Foreclosed assets (3)
4,686 — — 4,686 
Total$167,938 $— $18,950 $148,988 
14


  Fair Value Measurements at Reporting Date Using:
 December 31,
2024		Quoted Prices
in Active Markets
for Identical
Assets (Level 1)		Significant
Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
 (in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Equity securities $23,642 $23,642 $— $— 
Equity securities at net asset value (NAV)
11,000 — — — 
Available for sale debt securities:
U.S. Treasury securities291,549 291,549 — — 
U.S. government agency securities22,543 — 22,543 — 
Obligations of states and political subdivisions192,509 — 192,509 — 
Residential mortgage-backed securities2,681,076 — 2,681,076 — 
Corporate and other debt securities182,047 — 182,047 — 
Total available for sale debt securities3,369,724 291,549 3,078,175 — 
Loans held for sale (1)
16,931 — 16,931 — 
Other assets (2)
444,263 — 444,263 — 
Total assets$3,865,560 $315,191 $3,539,369 $— 
Liabilities
Other liabilities (2)
$454,200 $— $454,200 $— 
Total liabilities$454,200 $— $454,200 $— 
Non-recurring fair value measurements:
Non-performing loan held for sale (3)
$8,750 $— $8,750 $— 
Collateral dependent loans 139,424 — — 139,424 
Foreclosed assets (3)
13,852 — — 13,852 
Total$162,026 $— $8,750 $153,276 
(1)Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $8.9 million and $16.8 million at June 30, 2025 and December 31, 2024, respectively.
(2)Derivative financial instruments are included in this category.
(3)Reported at lower of cost or fair value.

Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following valuation techniques were used for financial instruments measured at fair value on a recurring basis. All the valuation techniques described below apply to the unpaid principal balance, excluding any accrued interest or dividends at the measurement date. Interest income and expense are recorded within the consolidated statements of income depending on the nature of the instrument using the effective interest method based on acquired discount or premium.
Equity securities. The equity securities consisted of two publicly traded mutual funds, CRA investments and a publicly traded financial technology company. These investments are reported at fair value utilizing Level 1 inputs.
Equity securities at NAV. Valley also has privately held CRA funds and investments in limited liability companies and partnerships at fair value measured at NAV using the most recently available financial information from the investee. Certain equity investments without readily determinable fair values, excluded from fair value hierarchy levels in the table above, are measured at NAV per share (or its equivalent) as a practical expedient.
15


Available for sale debt securities. U.S. Treasury securities are reported at fair value utilizing Level 1 inputs. The majority of other investment securities are reported at fair value utilizing Level 2 inputs. The prices for these instruments are obtained through an independent pricing service or dealer market participants with whom Valley has historically transacted both purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the data and assumptions used in pricing the securities by its third-party provider to ensure the highest level of significant inputs are derived from market observable data. In addition, Valley reviews the volume and level of activity for all AFS debt securities and attempts to identify transactions which may not be orderly or reflective of a significant level of activity and volume.
Loans held for sale. Residential mortgage loans originated for sale are reported at fair value using Level 2 inputs. The fair values were calculated utilizing quoted prices for similar assets in active markets. The market prices represent a delivery price, which reflects the underlying price each institution would pay Valley for an immediate sale of an aggregate pool of mortgages. Non-performance risk did not materially impact the fair value of mortgage loans held for sale at June 30, 2025 and December 31, 2024 based on the short duration these assets were held and their credit quality.
Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The fair values of Valley’s derivatives are determined using third-party prices that are based on discounted cash flow analysis using observed market inputs, such as the SOFR curve, at June 30, 2025 and December 31, 2024. The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at June 30, 2025 and December 31, 2024), is determined based on the current market prices for similar instruments. The fair value of a credit default swap related to a portion of Valley's automobile loan portfolio is based on estimated discounted cash flows that incorporate market data for auto credit loss forecasts and anticipated cash outflows for the instrument's premium payments. The fair value of most of the derivatives incorporate credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, to account for potential nonperformance risk of Valley and its counterparties. The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at June 30, 2025 and December 31, 2024. See Note 12 for additional details on Valley's derivatives.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
The following valuation techniques were used for certain non-financial assets measured at fair value on a non-recurring basis, including collateral dependent loans reported at the fair value of the underlying collateral and foreclosed assets, which are reported at fair value upon initial recognition or subsequent impairment as described below.
Non-performing commercial real estate loans held for sale. During 2023, Valley transferred a non-performing construction loan totaling $10.0 million, net of $4.2 million charge-offs, to the allowance for loan losses, to loans held for sale. The fair value of the loan was determined using Level 2 inputs, including bids from a third-party broker engaged to solicit interest from potential purchasers. The broker coordinated loan level due diligence with interested parties and established a bidding process in which each participant was required to provide an indicative non-binding bid. Fair value was determined based on a non-binding sale agreement selected by Valley in the bidding process. During 2024, an additional $1.2 million write-down was recorded to earnings to reflect the loan's current estimated fair value of $8.8 million at December 31, 2024 and June 30, 2025.
During the six months ended June 30, 2025, Valley transferred a non-performing construction loan totaling $10.2 million, net of $638 thousand charge-offs to the allowance for loan losses, to loans held for sale. The fair value of the loan was determined using Level 2 inputs, including bids to purchase from multiple third-parties. Fair value was determined based on a non-binding sale agreement selected by Valley in the bidding process.
16


Collateral dependent loans. Collateral dependent loans are loans where foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and substantially all the repayment is expected from the sale of collateral. Collateral dependent loans are reported at the fair value of the underlying collateral when the fair value is lower than the recorded investment in the loan. Collateral values are estimated using Level 3 inputs, consisting of individual third-party appraisals that may be adjusted based on certain discounting criteria. Certain real estate appraisals may be discounted based on specific market data by location and property type. At June 30, 2025, collateral dependent loans were individually re-measured and reported at fair value through direct loan charge-offs to the allowance for loan losses based on the fair value of the underlying collateral. Collateral dependent loans with a total amortized cost of $199.7 million (including taxi medallion loans totaling $48.6 million), were reduced by specific allowance for loan loss allocations totaling $55.4 million to a reported total net carrying amount of $144.3 million at June 30, 2025.
Foreclosed assets. Certain foreclosed assets (consisting of other real estate owned and other repossessed assets included in other assets), upon initial recognition and transfer from loans, are re-measured and reported at fair value using Level 3 inputs, consisting of a third-party appraisal less estimated cost to sell. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If further declines in the estimated fair value of an asset occur, the asset is re-measured and reported at fair value through a write-down recorded in non-interest expense. The re-measurement of foreclosed assets at fair value subsequent to their initial recognition resulted in $2.9 million of losses for the three and six months ended June 30, 2025 included in non-interest expense and related to one other real estate owned property. There were no write-downs of foreclosed assets during three and six months ended June 30, 2024. There were no adjustments to the appraisals of foreclosed assets at June 30, 2025 and December 31, 2024.
Other Fair Value Disclosures
ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.
The fair value estimates presented in the following table were based on pertinent market data and relevant information on the financial instruments available as of the valuation date. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire portfolio of financial instruments. Because no market exists for a portion of the financial instruments, fair value estimates may be based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For instance, Valley has certain fee-generating business lines (e.g., its mortgage servicing operations or Wealth Management reporting unit) that were not considered in these estimates since these activities are not financial instruments. In addition, the tax implications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.
17


The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at June 30, 2025 and December 31, 2024 were as follows: 
 Fair Value
Hierarchy		June 30, 2025December 31, 2024
 Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
 (in thousands)
Financial assets
Cash and due from banksLevel 1$440,870 $440,870 $411,412 $411,412 
Interest bearing deposits with banksLevel 1745,547 745,547 1,478,713 1,478,713 
Equity securities (1)
Level 343,640 43,640 36,871 36,871 
Held to maturity debt securities:
U.S. Treasury securitiesLevel 125,095 25,079 25,480 25,461 
U.S. government agency securitiesLevel 2297,057 253,739 301,315 252,302 
Obligations of states and political subdivisionsLevel 2358,377 328,494 372,489 346,361 
Residential mortgage-backed securitiesLevel 22,731,797 2,370,561 2,710,642 2,292,148 
Trust preferred securitiesLevel 236,092 29,728 36,081 29,145 
Corporate and other debt securitiesLevel 283,143 80,800 86,213 82,867 
Total held to maturity debt securities (2)
3,531,561 3,088,401 3,532,220 3,028,284 
Net loans 
Level 348,811,920 47,085,699 48,240,861 46,634,654 
Accrued interest receivableLevel 1238,278 238,278 239,941 239,941 
FRB and FHLB stock (3)
Level 2344,052 344,052 328,497 328,497 
Financial liabilities
Deposits without stated maturitiesLevel 137,838,403 37,838,403 37,733,313 37,733,313 
Deposits with stated maturitiesLevel 212,886,881 12,929,115 12,342,544 12,363,365 
Short-term borrowingsLevel 2162,244 159,081 72,718 68,032 
Long-term borrowingsLevel 22,903,091 2,874,547 3,174,155 3,109,622 
Junior subordinated debentures issued to capital trusts
Level 257,629 53,054 57,455 54,957 
Accrued interest payable (4)
Level 1118,608 118,608 150,564 150,564 
(1)Represents equity securities without a readily determinable fair value, which are measured based on the price at which the investment was acquired plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments. Total changes in the valuation of equity securities were immaterial for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.
(2)The carrying amount is presented gross without the allowance for credit losses.
(3)Included in other assets.
(4)Included in accrued expenses and other liabilities.
Note 6. Investment Securities
Equity Securities
Equity securities totaled $77.4 million and $71.5 million at June 30, 2025 and December 31, 2024, respectively. See Note 5 for further details on equity securities.
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Available for Sale Debt Securities
The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities at June 30, 2025 and December 31, 2024 were as follows: 
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair Value
 (in thousands)
June 30, 2025
U.S. Treasury securities$322,493 $— $(24,423)$298,070 
U.S. government agency securities23,849 25 (1,471)22,403 
Obligations of states and political subdivisions:
Obligations of states and state agencies45,650 — (836)44,814 
Municipal bonds180,577 — (41,114)139,463 
Total obligations of states and political subdivisions226,227 — (41,950)184,277 
Residential mortgage-backed securities3,243,118 25,456 (79,761)3,188,813 
Corporate and other debt securities214,410 489 (12,257)202,642 
Total $4,030,097 $25,970 $(159,862)$3,896,205 
December 31, 2024
U.S. Treasury securities$319,551 $— $(28,002)$291,549 
U.S. government agency securities24,636 20 (2,113)22,543 
Obligations of states and political subdivisions:
Obligations of states and state agencies46,211 — (682)45,529 
Municipal bonds179,284 — (32,304)146,980 
Total obligations of states and political subdivisions225,495 — (32,986)192,509 
Residential mortgage-backed securities2,784,895 3,796 (107,615)2,681,076 
Corporate and other debt securities197,696 247 (15,896)182,047 
Total$3,552,273 $4,063 $(186,612)$3,369,724 

Accrued interest on investments, which is excluded from the amortized cost of AFS debt securities, totaled $15.4 million and $13.1 million at June 30, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
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The age of unrealized losses and fair value of the related AFS debt securities at June 30, 2025 and December 31, 2024 were as follows: 
 Less than 12 MonthsMore than 12 MonthsTotal
 Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses
 (in thousands)
June 30, 2025
U.S. Treasury securities$— $— $298,070 $(24,423)$298,070 $(24,423)
U.S. government agency securities— — 21,179 (1,471)21,179 (1,471)
Obligations of states and political subdivisions:
Obligations of states and state agencies
— — 5,744 (836)5,744 (836)
Municipal bonds— — 131,768 (41,114)131,768 (41,114)
Total obligations of states and political subdivisions
— — 137,512 (41,950)137,512 (41,950)
Residential mortgage-backed securities674,361 (7,204)505,120 (72,557)1,179,481 (79,761)
Corporate and other debt securities4,628 (372)166,024 (11,885)170,652 (12,257)
Total$678,989 $(7,576)$1,127,905 $(152,286)$1,806,894 $(159,862)
December 31, 2024
U.S. Treasury securities$— $— $291,549 $(28,002)$291,549 $(28,002)
U.S. government agency securities— — 21,281 (2,113)21,281 (2,113)
Obligations of states and political subdivisions:
Obligations of states and state agencies
— — 6,208 (682)6,208 (682)
Municipal bonds— — 139,216 (32,304)139,216 (32,304)
Total obligations of states and political subdivisions
— — 145,424 (32,986)145,424 (32,986)
Residential mortgage-backed securities1,483,442 (22,242)501,858 (85,373)1,985,300 (107,615)
Corporate and other debt securities— — 166,800 (15,896)166,800 (15,896)
Total$1,483,442 $(22,242)$1,126,912 $(164,370)$2,610,354 $(186,612)
Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 661 and 726 at June 30, 2025 and December 31, 2024, respectively.    
As of June 30, 2025, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $1.0 billion.

20


Contractual Maturities
The contractual maturities of AFS debt securities at June 30, 2025 are set forth in the following table. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Residential mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties.
 June 30, 2025
 Amortized
Cost		Fair
Value
 (in thousands)
Due in one year$179,139 $177,670 
Due after one year through five years140,847 137,361 
Due after five years through ten years175,717 162,664 
Due after ten years291,276 229,697 
Residential mortgage-backed securities3,243,118 3,188,813 
Total $4,030,097 $3,896,205 
The weighted average remaining expected life for AFS residential mortgage-backed securities was 8.39 years at June 30, 2025.
Impairment Analysis of Available For Sale Debt Securities
Valley's AFS debt securities portfolio includes corporate bonds and revenue bonds, among other securities. These types of securities may pose a higher risk of future impairment charges by Valley due to a variety of factors such as the unpredictable nature of the U.S. economy and its potential negative effect on the future performance of the security issuers.
AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. Valley also evaluated AFS debt securities that were in an unrealized loss position as of June 30, 2025 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors. Based on a comparison of the present value of expected cash flows to the amortized cost, there was no impairment recognized during the three and six months ended June 30, 2025 and 2024.
Valley does not intend to sell any of its AFS debt securities in an unrealized loss position prior to recovery of their amortized cost basis, and it is more likely than not that Valley will not be required to sell any of its securities prior to recovery of their amortized cost basis. None of the AFS debt securities were past due as of June 30, 2025. As a result, there was no allowance for credit losses for AFS debt securities at June 30, 2025 and December 31, 2024.

21


Held to Maturity Debt Securities
The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at June 30, 2025 and December 31, 2024 were as follows: 
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair ValueAllowance for Credit LossesNet Carrying Value
 (in thousands)
June 30, 2025
U.S. Treasury securities$25,095 $— $(16)$25,079 $— $25,095 
U.S. government agency securities297,057 6 (43,324)253,739 — 297,057 
Obligations of states and political subdivisions:
Obligations of states and state agencies64,729 167 (4,457)60,439 1 64,728 
Municipal bonds293,648 13 (25,606)268,055 74 293,574 
Total obligations of states and political subdivisions358,377 180 (30,063)328,494 75 358,302 
Residential mortgage-backed securities2,731,797 6,564 (367,800)2,370,561 — 2,731,797 
Trust preferred securities36,092 — (6,364)29,728 408 35,684 
Corporate and other debt securities83,143 1 (2,344)80,800 154 82,989 
Total $3,531,561 $6,751 $(449,911)$3,088,401 $637 $3,530,924 
December 31, 2024
U.S. Treasury securities$25,480 $— $(19)$25,461 $— $25,480 
U.S. government agency securities301,315 — (49,013)252,302 — 301,315 
Obligations of states and political subdivisions:
Obligations of states and state agencies
68,025 — (5,335)62,690 2 68,023 
Municipal bonds304,464 9 (20,802)283,671 48 304,416 
Total obligations of states and political subdivisions372,489 9 (26,137)346,361 50 372,439 
Residential mortgage-backed securities2,710,642 2,088 (420,582)2,292,148 — 2,710,642 
Trust preferred securities36,081 — (6,936)29,145 414 35,667 
Corporate and other debt securities86,213 10 (3,356)82,867 183 86,030 
Total $3,532,220 $2,107 $(506,043)$3,028,284 $647 $3,531,573 
Accrued interest on investments, which is excluded from the amortized cost of HTM debt securities, totaled $13.0 million at both June 30, 2025 and December 31, 2024, and is presented within total accrued interest receivable on the consolidated statements of financial condition. HTM debt securities are carried net of an allowance for credit losses (as shown in the table above).
22


The age of unrealized losses and fair value of related HTM debt securities at June 30, 2025 and December 31, 2024 were as follows: 
 Less than 12 MonthsMore than 12 MonthsTotal
 Fair ValueUnrealized
Losses		Fair ValueUnrealized
Losses		Fair ValueUnrealized
Losses
 (in thousands)
June 30, 2025
U.S. Treasury securities$25,079 $(16)$— $— $25,079 $(16)
U.S. government agency securities— — 234,270 (43,324)234,270 (43,324)
Obligations of states and political subdivisions:
Obligations of states and state agencies5,762 (191)41,766 (4,266)47,528 (4,457)
Municipal bonds27,598 (444)186,299 (25,162)213,897 (25,606)
Total obligations of states and political subdivisions
33,360 (635)228,065 (29,428)261,425 (30,063)
Residential mortgage-backed securities
59,062 (859)1,876,157 (366,941)1,935,219 (367,800)
Trust preferred securities— — 29,728 (6,364)29,728 (6,364)
Corporate and other debt securities17,960 (40)57,838 (2,304)75,798 (2,344)
Total$135,461 $(1,550)$2,426,058 $(448,361)$2,561,519 $(449,911)
December 31, 2024
U.S. Treasury securities$25,461 $(19)$— $— $25,461 $(19)
U.S. government agency securities22,621 (75)229,143 (48,938)251,764 (49,013)
Obligations of states and political subdivisions:
Obligations of states and state agencies20,632 (517)42,058 (4,818)62,690 (5,335)
Municipal bonds36,766 (440)210,723 (20,362)247,489 (20,802)
Total obligations of states and political subdivisions
57,398 (957)252,781 (25,180)310,179 (26,137)
Residential mortgage-backed securities
216,651 (2,687)1,917,644 (417,895)2,134,295 (420,582)
Trust preferred securities— — 29,145 (6,936)29,145 (6,936)
Corporate and other debt securities
5,977 (23)63,879 (3,333)69,856 (3,356)
Total$328,108 $(3,761)$2,492,592 $(502,282)$2,820,700 $(506,043)
Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 737 and 798 at June 30, 2025 and December 31, 2024, respectively.
As of June 30, 2025, the fair value of HTM debt securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $1.2 billion.






23


Contractual Maturities
The contractual maturities of investments in HTM debt securities at June 30, 2025 is set forth in the table below. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Residential mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties.
 June 30, 2025
 Amortized
Cost		Fair
Value
 (in thousands)
Due in one year$63,269 $63,061 
Due after one year through five years49,356 48,874 
Due after five years through ten years164,449 156,160 
Due after ten years522,690 449,745 
Residential mortgage-backed securities2,731,797 2,370,561 
Total$3,531,561 $3,088,401 
The weighted-average remaining expected life for HTM residential mortgage-backed securities was 9.13 years at June 30, 2025.
24


Credit Quality Indicators
Valley monitors the credit quality of the HTM debt securities utilizing the most current credit ratings from external rating agencies. The following table summarizes the amortized cost of HTM debt securities by external credit rating at June 30, 2025 and December 31, 2024.
AAA/AA/A RatedBBB ratedNon-ratedTotal
 (in thousands)
June 30, 2025
U.S. Treasury securities$25,095 $— $— $25,095 
U.S. government agency securities297,057 — — 297,057 
Obligations of states and political subdivisions:
Obligations of states and state agencies49,610 — 15,119 64,729 
Municipal bonds255,035 — 38,613 293,648 
Total obligations of states and political subdivisions
304,645 — 53,732 358,377 
Residential mortgage-backed securities2,731,797 — — 2,731,797 
Trust preferred securities— — 36,092 36,092 
Corporate and other debt securities— 6,000 77,143 83,143 
Total $3,358,594 $6,000 $166,967 $3,531,561 
December 31, 2024
U.S. Treasury securities$25,480 $— $— $25,480 
U.S. government agency securities301,315 — — 301,315 
Obligations of states and political subdivisions:
Obligations of states and state agencies52,770 — 15,255 68,025 
Municipal bonds277,921 — 26,543 304,464 
Total obligations of states and political subdivisions
330,691 — 41,798 372,489 
Residential mortgage-backed securities2,710,642 — — 2,710,642 
Trust preferred securities— — 36,081 36,081 
Corporate and other debt securities— 6,000 80,213 86,213 
Total$3,368,128 $6,000 $158,092 $3,532,220 
Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations. At June 30, 2025, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the “non-rated” category included municipal bonds secured by Ginnie Mae securities. Trust preferred securities consist of non-rated single-issuer securities issued by bank holding companies. Corporate bonds consist of debt primarily issued by banks.
Allowance for Credit Losses for Held to Maturity Debt Securities
Valley has zero loss expectation for certain securities within the HTM portfolio, and therefore it is not required to estimate an allowance for credit losses related to these securities under the CECL standard. After an evaluation of qualitative factors, Valley identified the following security types which it believes qualify for this exclusion: U.S. Treasury securities, U.S. government agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds. To measure the expected credit losses on HTM debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third-party.

25


The following table details the activity in the allowance for credit losses for HTM securities for the three and six months ended June 30, 2025 and 2024: 
Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
(in thousands)
Beginning balance$633 $1,131 $647 $1,205 
Provision (credit) for credit losses4 (41)(10)(115)
Ending balance$637 $1,090 $637 $1,090 
There were no net charge-offs of HTM debt securities in the respective periods presented in the table above.
Note 7. Loans and Allowance for Credit Losses for Loans
The details of the loan portfolio as of June 30, 2025 and December 31, 2024 were as follows: 
 June 30, 2025December 31, 2024
 (in thousands)
Loans:
Commercial and industrial$10,870,036 $9,931,400 
Commercial real estate:
Commercial real estate25,971,061 26,530,225 
Construction2,854,859 3,114,733 
Total commercial real estate loans28,825,920 29,644,958 
Residential mortgage5,709,971 5,632,516 
Consumer:
Home equity634,553 604,433 
Automobile2,178,841 1,901,065 
Other consumer1,172,099 1,085,339 
Total consumer loans3,985,493 3,590,837 
Total loans$49,391,420 $48,799,711 
Total loans include net unearned discounts and deferred loan fees of $21.5 million and $45.3 million at June 30, 2025 and December 31, 2024, respectively.
Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $206.2 million and $208.9 million at June 30, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
Loans Portfolio Sales and Transfers to Loans Held for Sale
Valley sells residential mortgage loans originated for sale (at fair value) primarily to Fannie Mae and Freddie Mac in the normal course of business. Under certain circumstances, Valley may decide to sell loans that were not originated with the intent to sell.
During the six months ended June 30, 2025, Valley transferred a non-performing construction loan totaling $10.2 million, net of $638 thousand charge-offs, from the held for investment loan portfolio to loans held for sale. See Note 5 for further details. During the six months ended June 30, 2024, Valley completed the sale of its commercial premium finance lending business for $96.8 million. This asset sale included $95.5 million of assets, mainly consisting of $93.6 million of loans, and $2.8 million of related liabilities. The transaction generated a $3.6 million net gain for the six months ended June 30, 2024.
26



There were no other transfers or sales of loans from the held for investment portfolio during the three and six months ended June 30, 2025 and 2024.

Credit Risk Management
Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk appetite. Management reviews and approves these policies and procedures on a regular basis with subsequent approval by the Board annually. Credit authority relating to a significant dollar percentage of the overall portfolio is centralized and controlled by the Credit Risk Management Division and by the Credit Committee. Loan portfolio diversification is an important factor utilized by Valley to manage its risk across business sectors and through cyclical economic circumstances. Additionally, Valley does not accept crypto assets as loan collateral for any of its loan portfolio classes. See Valley’s Annual Report for further details.
Credit Quality
The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at June 30, 2025 and December 31, 2024:
Past Due and Non-Accrual Loans
 30-59  Days 
Past Due Loans		60-89  Days 
Past Due Loans		90 Days or More
Past Due Loans		Non-Accrual Loans
Total Past Due Loans
Current Loans
Total Loans		Non-Accrual Loans Without Allowance for Loan Losses
 (in thousands)
June 30, 2025
Commercial and industrial
$10,451 $1,095 $— $90,973 $102,519 $10,767,517 $10,870,036 $19,512 
Commercial real estate:
Commercial real estate
42,884 60,601 — 193,604 297,089 25,673,972 25,971,061 107,756 
Construction35,000 — — 24,068 59,068 2,795,791 2,854,859 — 
Total commercial real estate loans77,884 60,601 — 217,672 356,157 28,469,763 28,825,920 107,756 
Residential mortgage21,744 7,627 2,062 41,099 72,532 5,637,439 5,709,971 29,064 
Consumer loans:
Home equity1,893 2,499 — 4,391 8,783 625,770 634,553 1,323 
Automobile9,710 1,113 439 209 11,471 2,167,370 2,178,841 — 
Other consumer1,275 389 420 15 2,099 1,170,000 1,172,099 — 
Total consumer loans12,878 4,001 859 4,615 22,353 3,963,140 3,985,493 1,323 
Total$122,957 $73,324 $2,921 $354,359 $553,561 $48,837,859 $49,391,420 $157,655 

27


 Past Due and Non-Accrual Loans  
 
30-59
Days
Past Due Loans		60-89 
Days
Past Due Loans		90 Days or More
Past Due Loans		Non-Accrual Loans
Total Past Due Loans
Current Loans		Total LoansNon-Accrual Loans Without Allowance for Loan Losses
(in thousands)
December 31, 2024
Commercial and industrial$2,389 $1,007 $1,307 $136,675 $141,378 $9,790,022 $9,931,400 $15,947 
Commercial real estate:
Commercial real estate20,902 24,903 — 157,231 203,036 26,327,189 26,530,225 91,095 
Construction— — — 24,591 24,591 3,090,142 3,114,733 5,002 
Total commercial real estate loans20,902 24,903 — 181,822 227,627 29,417,331 29,644,958 96,097 
Residential mortgage21,295 5,773 3,533 36,786 67,387 5,565,129 5,632,516 23,543 
Consumer loans:
Home equity1,651 181 — 3,961 5,793 598,640 604,433 1,341 
Automobile8,583 1,346 407 230 10,566 1,890,499 1,901,065 — 
Other consumer2,318 2,957 642 24 5,941 1,079,398 1,085,339 — 
Total consumer loans12,552 4,484 1,049 4,215 22,300 3,568,537 3,590,837 1,341 
Total$57,138 $36,167 $5,889 $359,498 $458,692 $48,341,019 $48,799,711 $136,928 
Credit quality indicators. Valley utilizes an internal loan classification system as a means of reporting problem loans within commercial and industrial, commercial real estate, and construction loan portfolio classes. Under Valley’s internal risk rating system, loan relationships could be classified as “Pass,” “Special Mention,” “Substandard,” “Doubtful,” and “Loss.” Substandard loans include loans that exhibit well-defined weakness and are characterized by the distinct possibility that Valley will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. Loans classified as Loss are those considered uncollectible with insignificant value and are charged-off immediately to the allowance for loan losses and, therefore, not presented in the table below. Loans that do not currently pose a sufficient risk to warrant classification in one of the aforementioned categories but pose weaknesses that deserve management’s close attention are deemed Special Mention. Pass rated loans do not currently pose any identified risk and can range from the highest to average quality, depending on the degree of potential risk. Risk ratings are updated any time the situation warrants.
28


The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at June 30, 2025 and December 31, 2024, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2025 and for the year ended December 31, 2024:
 Term Loans  
Amortized Cost Basis by Origination Year
June 30, 202520252024202320222021
Prior to 2021
Revolving Loans Amortized Cost BasisRevolving Loans Converted to Term LoansTotal
 (in thousands)
Commercial and industrial
Risk Rating:
Pass$899,962 $1,579,211 $784,023 $594,156 $378,487 $602,119 $5,322,292 $8,655 $10,168,905 
Special Mention1,116 1,566 12,373 8,970 20,015 5,316 169,498 4,699 223,553 
Substandard— 26,363 23,749 62,235 3,787 63,259 218,750 20,761 418,904 
Doubtful— — 6,253 2 321 49,460 2,638 — 58,674 
Total commercial and industrial$901,078 $1,607,140 $826,398 $665,363 $402,610 $720,154 $5,713,178 $34,115 $10,870,036 
Commercial real estate
Risk Rating:
Pass$906,097 $2,046,206 $2,631,836 $5,034,673 $3,508,472 $7,948,426 $493,466 $53,795 $22,622,971 
Special Mention1,783 131,233 262,912 291,603 149,396 251,288 150,586 — 1,238,801 
Substandard— 66,645 203,098 413,659 399,249 906,389 77,073 67 2,066,180 
Doubtful— — 3,060 — 29,483 10,566 — — 43,109 
Total commercial real estate$907,880 $2,244,084 $3,100,906 $5,739,935 $4,086,600 $9,116,669 $721,125 $53,862 $25,971,061 
Construction
Risk Rating:
Pass$283,613 $565,391 $447,756 $322,573 $64,401 $53,919 $775,127 $17,671 $2,530,451 
Special Mention— 10,895 21,510 1,742 23,047 1,969 96,667 7,048 162,878 
Substandard— 571 33,539 8,950 6,228 8,529 70,770 32,943 161,530 
Total construction$283,613 $576,857 $502,805 $333,265 $93,676 $64,417 $942,564 $57,662 $2,854,859 
Gross loan charge-offs $— $6,503 $3,328 $4,109 $13,657 $15,654 $23,450 $14,990 $81,691 


29


 Term Loans  
Amortized Cost Basis by Origination Year
December 31, 202420242023202220212020
Prior to 2020
Revolving Loans Amortized Cost BasisRevolving Loans Converted to Term LoansTotal
 (in thousands)
Commercial and industrial
Risk Rating:
Pass$1,769,585 $828,087 $703,962 $476,091 $246,992 $392,834 $4,804,095 $6,006 $9,227,652 
Special Mention30,755 3,553 59,434 11,646 270 72,514 147,254 10,762 336,188 
Substandard24,613 13,479 9,415 4,296 2,813 7,382 201,053 39,011 302,062 
Doubtful— 8,911 4 928 — 52,064 3,591 — 65,498 
Total commercial and industrial$1,824,953 $854,030 $772,815 $492,961 $250,075 $524,794 $5,155,993 $55,779 $9,931,400 
Commercial real estate
Risk Rating:
Pass$2,097,314 $2,941,270 $5,310,807 $3,883,333 $2,302,480 $6,086,608 $597,266 $78,621 $23,297,699 
Special Mention156,394 380,852 289,669 192,614 55,739 327,732 141,164 — 1,544,164 
Substandard84,410 107,944 387,638 288,906 236,927 520,858 11,167 — 1,637,850 
Doubtful— 3,060 — 35,756 9,813 1,883 — — 50,512 
Total commercial real estate$2,338,118 $3,433,126 $5,988,114 $4,400,609 $2,604,959 $6,937,081 $749,597 $78,621 $26,530,225 
Construction
Risk Rating:
Pass$545,597 $680,260 $334,899 $92,765 $17,955 $45,161 $1,224,698 $58,644 $2,999,979 
Special Mention13,278 — 664 5,069 — 2,504 16,691 — 38,206 
Substandard9,835 — 8,950 4,942 — — 43,474 — 67,201 
Doubtful— — 2,074 — 7,273 — — — 9,347 
Total construction$568,710 $680,260 $346,587 $102,776 $25,228 $47,665 $1,284,863 $58,644 $3,114,733 
Gross loan charge-offs$706 $31,809 $7,523 $44,610 $66,632 $49,436 $3,930 $2,148 $206,794 
30


For residential mortgages, home equity, automobile and other consumer loan portfolio classes, Valley evaluates credit quality based on the aging status of the loan and by payment activity. The following table presents the amortized cost in those loan classes based on payment activity by origination year as of June 30, 2025 and December 31, 2024, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2025 and for the year ended December 31, 2024:
 Term Loans  
Amortized Cost Basis by Origination Year
June 30, 202520252024202320222021
Prior to 2021
Revolving Loans Amortized Cost BasisRevolving Loans Converted to Term LoansTotal
 (in thousands)
Residential mortgage
Performing$248,495 $404,738 $405,835 $1,264,594 $1,385,458 $1,899,165 $78,028 $— $5,686,313 
90 days or more past due— 316 778 5,731 730 15,422 — 681 23,658 
Total residential mortgage $248,495 $405,054 $406,613 $1,270,325 $1,386,188 $1,914,587 $78,028 $681 $5,709,971 
Consumer loans
Home equity
Performing$14,196 $22,375 $27,170 $37,519 $9,579 $52,232 $462,203 $7,758 $633,032 
90 days or more past due— — 3 133 1 1,098 — 286 1,521 
Total home equity14,196 22,375 27,173 37,652 9,580 53,330 462,203 8,044 634,553 
Automobile
Performing$673,088 $713,485 $275,710 $281,523 $150,135 $84,287 $— $— $2,178,228 
90 days or more past due— 161 162 96 47 147 — — 613 
Total automobile673,088 713,646 275,872 281,619 150,182 84,434 — — 2,178,841 
Other consumer
Performing$5,634 $11,650 $19,464 $14,006 $4,954 $60,437 $1,037,349 $18,225 $1,171,719 
90 days or more past due5 — 25 1 — — — 349 380 
Total other consumer5,639 11,650 19,489 14,007 4,954 60,437 1,037,349 18,574 1,172,099 
Total consumer$692,923 $747,671 $322,534 $333,278 $164,716 $198,201 $1,499,552 $26,618 $3,985,493 
Gross loan charge-offs $— $1,161 $626 $570 $273 $1,686 $— $83 $4,399 

31


 Term Loans  
Amortized Cost Basis by Origination Year
December 31, 202420242023202220212020
Prior to 2020
Revolving Loans Amortized Cost BasisRevolving Loans Converted to Term LoansTotal
 (in thousands)
Residential mortgage
Performing$428,138 $413,528 $1,282,524 $1,420,835 $494,430 $1,490,512 $75,479 $954 $5,606,400 
90 days or more past due530 771 1,030 1,533 5,286 16,285 — 681 26,116 
Total residential mortgage $428,668 $414,299 $1,283,554 $1,422,368 $499,716 $1,506,797 $75,479 $1,635 $5,632,516 
Consumer loans
Home equity
Performing$22,947 $29,445 $38,774 $10,302 $3,340 $50,613 $438,817 $9,061 $603,299 
90 days or more past due— 48 51 1 — 855 — 179 1,134 
Total home equity22,947 29,493 38,825 10,303 3,340 51,468 438,817 9,240 604,433 
Automobile
Performing$863,281 $343,203 $363,901 $211,294 $59,288 $59,512 $— $— $1,900,479 
90 days or more past due71 122 140 70 2 181 — — 586 
Total automobile863,352 343,325 364,041 211,364 59,290 59,693 — — 1,901,065 
Other consumer
Performing$15,164 $25,884 $15,787 $1,588 $337 $53,917 $956,339 $15,917 $1,084,933 
90 days or more past due— 59 61 — — 38 — 248 406 
Total other consumer15,164 25,943 15,848 1,588 337 53,955 956,339 16,165 1,085,339 
Total consumer$901,463 $398,761 $418,714 $223,255 $62,967 $165,116 $1,395,156 $25,405 $3,590,837 
Gross loan charge-offs$1,014 $1,883 $1,511 $1,015 $519 $2,245 $— $131 $8,318 

32


Loan modifications to borrowers experiencing financial difficulty. From time to time, Valley may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers who may be experiencing financial difficulties.
The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at June 30, 2025 that were modified during the three and six months ended June 30, 2025 and 2024, disaggregated by class of financing receivable and type of modification.
Term extensionTerm extension and interest rate reductionTerm extension and principal forgivenessOther than Insignificant Payment DelayTotal% of Total Loan Class
 ($ in thousands)
Three Months Ended
June 30, 2025
Commercial and industrial$8,306 $— $— $— $8,306 0.08 %
Commercial real estate3,020 4,008 — — 7,028 0.03 
Total$11,326 $4,008 $— $— $15,334 0.03 %
Three Months Ended
June 30, 2024
Commercial and industrial$45,807 $— $— $— $45,807 0.48 %
Commercial real estate180 — — — 180 — 
Residential mortgage898 — — — 898 0.02 
Total$46,885 $— $— $— $46,885 0.10 %
Six Months Ended
June 30, 2025
Commercial and industrial$10,304 $— $— $5,610 $15,914 0.15 %
Commercial real estate10,413 4,008 20,760 396 35,577 0.14 
Total$20,717 $4,008 $20,760 $6,006 $51,491 0.10 %
Six Months Ended
June 30, 2024
Commercial and industrial$79,953 $138 $— $— $80,091 0.84 %
Commercial real estate224 16,221 — — 16,445 0.06 
Residential mortgage898 — — — 898 0.02 
Total$81,075 $16,359 $— $— $97,434 0.19 %










33


The following table describes the types of modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025 and 2024:
Weighted Average Interest Rate Reduction Weighted Average Term Extension (in months)Principal Forgiveness (in thousands)Weighted Average Payment Deferral (in months)
Three Months Ended
June 30, 2025
Commercial and industrial— %18$— — 
Commercial real estate5.50 3— — 
Three Months Ended
June 30, 2024
Commercial and industrial— %11$— — 
Commercial real estate— 2— — 
Residential mortgage— 50— — 
Six Months Ended
June 30, 2025
Commercial and industrial— %17$— 6
Commercial real estate5.50 2617,500 *6
Six Months Ended
June 30, 2024
Commercial and industrial1.11 %8$— — 
Commercial real estate1.06 12— — 
Residential mortgage— 50— — 
Home equity— 120— — 
*    Relates to one loan that was partially charged off during the fourth quarter 2024 with the subsequent execution of the corresponding principal forgiveness completed in the first quarter 2025.
34


Valley closely monitors the performance of modified loans to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the aging analysis of loans that have been modified within the previous 12 months at June 30, 2025 and 2024.
Current30-89 Days Past Due90 Days or More Past Due Total
June 30, 2025($ in thousands)
Commercial and industrial$75,699 *$— $— $75,699 
Commercial real estate250,109 *— — 250,109 
Residential mortgage1,187 *— 95 *1,282 
Home equity40 — — 40 
Total$327,035 $— $95 $327,130 
June 30, 2024
Commercial and industrial$92,728 *$96 $— $92,824 
Commercial real estate99,970 — 2,153 *102,123 
Residential mortgage— — 898 *898 
Home equity30 — — 30 
Total$192,728 $96 $3,051 $195,875 
*    Includes non-accrual loans.
The following table provides the amortized cost basis of financing receivables that had a payment default and were modified in the 12 months before default to borrowers experiencing financial difficulty.
June 30, 2025Term extension
Six Months Ended June 30, 2024(in thousands)
Residential mortgage$898 
Total$898 
Loans in process of foreclosure. OREO balance totaled $4.8 million and $12.2 million at June 30, 2025 and December 31, 2024, respectively. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $3.7 million and $4.6 million at June 30, 2025 and December 31, 2024, respectively.
Collateral dependent loans. Loans are collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. When Valley determines that repayment or satisfaction of the loan depends on the sale of the collateral, the collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process.
35


The following table presents collateral dependent loans by class as of June 30, 2025 and December 31, 2024:
 June 30,
2025		December 31,
2024
 (in thousands)
Collateral dependent loans:
Commercial and industrial *$114,302 $131,898 
Commercial real estate177,569 156,825 
Construction4,477 15,841 
Total commercial real estate loans182,046 172,666 
Residential mortgage29,317 23,797 
Home equity1,323 1,341 
Total $326,988 $329,702 
*    Includes non-accrual loans collateralized by taxi medallions totaling $48.6 million and $49.2 million at June 30, 2025 and December 31, 2024, respectively.
Allowance for Credit Losses for Loans
The allowance for credit losses for loans consists of the allowance for loan losses and the allowance for unfunded credit commitments.
The following table summarizes the ACL for loans at June 30, 2025 and December 31, 2024: 
June 30,
2025		December 31,
2024
 (in thousands)
Components of allowance for credit losses for loans:
Allowance for loan losses$579,500 $558,850 
Allowance for unfunded credit commitments14,520 14,478 
Total allowance for credit losses for loans$594,020 $573,328 
The following table summarizes the provision for credit losses for loans for the periods indicated:
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
 (in thousands)
Components of provision for credit losses for loans:
Provision for loan losses$39,129 $86,901 $100,428 $133,624 
(Credit) provision for unfunded credit commitments(1,334)(4,790)42 (6,239)
Total provision for credit losses for loans$37,795 $82,111 $100,470 $127,385 
36


The following table details the activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2025 and 2024: 
Commercial
and Industrial		Commercial
Real Estate		Residential
Mortgage		ConsumerTotal
 (in thousands)
Three Months Ended
June 30, 2025
Allowance for loan losses:
Beginning balance$184,700 $321,662 $48,906 $22,932 $578,200 
Loans charged-off(25,189)(14,623)(46)(2,213)(42,071)
Charged-off loans recovered 2,789 643 37 773 4,242 
Net charge-offs(22,400)(13,980)(9)(1,440)(37,829)
Provision (credit) for loan losses11,115 27,297 (67)784 39,129 
Ending balance$173,415 $334,979 $48,830 $22,276 $579,500 
Three Months Ended
June 30, 2024
Allowance for loan losses:
Beginning balance$138,593 $265,847 $44,377 $20,431 $469,248 
Loans charged-off (14,721)(22,356)— (1,262)(38,339)
Charged-off loans recovered 742 150 5 603 1,500 
Net (charge-offs) recoveries(13,979)(22,206)5 (659)(36,839)
Provision for loan losses24,629 57,452 3,315 1,505 86,901 
Ending balance$149,243 $301,093 $47,697 $21,277 $519,310 
Six Months Ended
June 30, 2025
Allowance for loan losses:
Beginning balance$173,002 $304,148 $58,895 $22,805 $558,850 
Loans charged-off(53,645)(28,046)(46)(4,353)(86,090)
Charged-off loans recovered 3,599 892 205 1,616 6,312 
Net (charge-offs) recoveries(50,046)(27,154)159 (2,737)(79,778)
Provision (credit) for loan losses50,459 57,985 (10,224)2,208 100,428 
Ending balance$173,415 $334,979 $48,830 $22,276 $579,500 
Six Months Ended
June 30, 2024
Allowance for loan losses:
Beginning balance$133,359 $249,598 $42,957 $20,166 $446,080 
Loans charged-off (29,014)(31,154)— (3,071)(63,239)
Charged-off loans recovered 1,424 391 30 1,000 2,845 
Net (charge-offs) recoveries(27,590)(30,763)30 (2,071)(60,394)
Provision for loan losses43,474 82,258 4,710 3,182 133,624 
Ending balance$149,243 $301,093 $47,697 $21,277 $519,310 


37


The following table represents the allocation of the allowance for loan losses and the related loans by loan portfolio segment disaggregated based on the allowance measurement methodology at June 30, 2025 and December 31, 2024.
Commercial and IndustrialCommercial
Real Estate		Residential
Mortgage		ConsumerTotal
 (in thousands)
June 30, 2025
Allowance for loan losses:
Individually evaluated for credit losses$46,395 $9,023 $25 $— $55,443 
Collectively evaluated for credit losses127,020 325,956 48,805 22,276 524,057 
Total$173,415 $334,979 $48,830 $22,276 $579,500 
Loans:
Individually evaluated for credit losses$114,302 $182,046 $29,317 $1,323 $326,988 
Collectively evaluated for credit losses10,755,734 28,643,874 5,680,654 3,984,170 49,064,432 
Total$10,870,036 $28,825,920 $5,709,971 $3,985,493 $49,391,420 
December 31, 2024
Allowance for loan losses:
Individually evaluated for credit losses$59,603 $16,225 $27 $— $75,855 
Collectively evaluated for credit losses113,399 287,923 58,868 22,805 482,995 
Total$173,002 $304,148 $58,895 $22,805 $558,850 
Loans:
Individually evaluated for credit losses$131,898 $172,666 $23,797 $1,341 $329,702 
Collectively evaluated for credit losses9,799,502 29,472,292 5,608,719 3,589,496 48,470,009 
Total$9,931,400 $29,644,958 $5,632,516 $3,590,837 $48,799,711 
Note 8. Goodwill and Other Intangible Assets
The carrying amounts of goodwill allocated to Valley's reporting units at both June 30, 2025 and December 31, 2024, were as follows:
Reporting Unit *
Wealth
Management		Consumer
Banking		Commercial
Banking		Total
(in thousands)
$78,142 $349,646 $1,441,148 $1,868,936 
*    The Wealth Management and Consumer Banking reporting units are both components of the overall Consumer Banking operating segment, which is further described in Note 15.
During the second quarter 2025, Valley performed the annual goodwill impairment test at its normal assessment
date, which resulted in no impairment of goodwill. During the six months ended June 30, 2025, there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount. There was no impairment of goodwill recognized during the three and six months ended June 30, 2025 and 2024.
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The following table summarizes other intangible assets as of June 30, 2025 and December 31, 2024: 
Gross
Intangible
Assets		Accumulated
Amortization		Net
Intangible
Assets
 (in thousands)
June 30, 2025
Loan servicing rights$127,325 $(106,685)$20,640 
Core deposits215,620 (148,924)66,696 
Other50,393 (23,150)27,243 
Total other intangible assets$393,338 $(278,759)$114,579 
December 31, 2024
Loan servicing rights$125,961 $(104,833)$21,128 
Core deposits215,620 (138,080)77,540 
Other50,393 (20,400)29,993 
Total other intangible assets$391,974 $(263,313)$128,661 
Loan servicing rights are accounted for using the amortization method. Under this method, Valley amortizes the loan servicing assets over the period of the economic life of the assets arising from estimated net servicing revenues. On a quarterly basis, Valley stratifies its loan servicing assets into groupings based on risk characteristics and assesses each group for impairment based on fair value. Impairment charges on loan servicing rights are recognized in earnings when the book value of a stratified group of loan servicing rights exceeds its estimated fair value. There was no impairment of loan servicing rights recognized during the three and six months ended June 30, 2025 and 2024.
Core deposits are amortized using an accelerated method over a period of 10.0 years. The line item labeled “Other” included in the table above primarily consists of customer lists, certain financial asset servicing contracts and covenants not to compete, which are amortized over their expected lives generally using a straight-line method and have a weighted average amortization period of approximately 13.5 years.
Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists. There was no impairment of core deposits and other intangibles recognized during the three and six months ended June 30, 2025 and 2024.
The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2025 through 2029: 
YearLoan Servicing
Rights		Core
Deposits		Other
 (in thousands)
2025$1,351 $10,204 $2,630 
20262,501 17,223 4,805 
20272,205 13,544 4,205 
20281,927 10,117 3,633 
20291,692 7,500 3,081 
Valley recognized amortization expense on other intangible assets totaling approximately $7.4 million and $8.6 million for the three months ended June 30, 2025 and 2024, respectively, and $15.4 million and $18.0 million for the six months ended June 30, 2025 and 2024, respectively.


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Note 9. Deposits
Included in time deposits are certificates of deposit over $250 thousand totaling $2.5 billion and $2.4 billion at June 30, 2025 and December 31, 2024, respectively.
The scheduled maturities of time deposits as of June 30, 2025 were as follows: 
YearAmount
 (in thousands)
2025$6,804,638 
20263,926,972 
20271,529,902 
2028578,914 
202928,774 
Thereafter17,681 
Total time deposits$12,886,881 
Note 10. Borrowed Funds
Short-Term Borrowings
Short-term borrowings at June 30, 2025 and December 31, 2024 consisted of the following:
June 30, 2025December 31, 2024
 (in thousands)
FHLB advances$100,000 $— 
Securities sold under agreements to repurchase62,244 72,718 
Total short-term borrowings$162,244 $72,718 
Long-Term Borrowings
Long-term borrowings at June 30, 2025 and December 31, 2024 consisted of the following:    
June 30, 2025December 31, 2024
 (in thousands)
FHLB advances, net$2,463,604 $2,526,608 
Subordinated debt, net *
439,487 647,547 
Total long-term borrowings$2,903,091 $3,174,155 
*
Subordinated debt is reported net of debt issuance costs that were immaterial at both June 30, 2025 and December 31, 2024.
FHLB advances. Long-term FHLB advances had a weighted average interest rate of 4.42 percent and 4.20 percent at June 30, 2025 and December 31, 2024, respectively. FHLB advances are secured by pledges of certain eligible collateral, including, but not limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans.


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The long-term FHLB advances at June 30, 2025 are scheduled for contractual balance repayments as follows:
YearAmount
 (in thousands)
2026$601,804 
20271,066,800 
2028545,000 
2029250,000 
Total long-term FHLB advances$2,463,604 
The FHLB advances reported in the table above are not callable for early redemption.
Subordinated debt. On June 15, 2025, Valley redeemed in full $115 million of 5.25 percent fixed-to-floating rate subordinated notes issued in June 2020 and due in June 2030. The transaction was accounted for as an early debt extinguishment and resulted in a $922 thousand pre-tax loss reported within non-interest expense for the second quarter 2025. Valley also repaid $100 million of 4.55 percent fix rate subordinated notes that matured on June 30, 2025.
There were no new issuances or other maturities, calls or principal repayments of subordinated debt during the six months ended June 30, 2025. See Note 10 in Valley’s Annual Report for additional information on the outstanding subordinated debt at June 30, 2025.
Note 11. Stock–Based Compensation
Valley maintains an incentive compensation plan to provide long-term incentives to officers, employees and non-employee directors whose contributions are essential to the continued growth and success of Valley. Under the plan, Valley may issue awards in amounts up to 14.5 million shares, subject to certain adjustments. As of June 30, 2025, 6.8 million shares of common stock were available for issuance under the plan.
RSUs are awarded as performance-based RSUs and time-based RSUs. Performance-based RSUs vest based on (i) growth in tangible book value per share plus dividends and (ii) total shareholder return as compared to our peer group. The performance based RSUs “cliff” vest after three years based on the cumulative performance of Valley during that time period. Generally, time-based RSUs vest ratably in one-third increments each year over a three-year vesting period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common shares) over the applicable performance or service period. Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date or forfeited if the applicable performance or service conditions are not met.
The table below summarizes RSU awards granted and average grant date fair values for the three and six months ended June 30, 2025 and 2024:
Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
(in thousands, except per share data)
Award shares granted:
Performance-based RSUs 93 — 742 958 
Time-based RSUs571 193 3,077 2,987 
Average grant date fair value per share:
Performance-based RSUs $9.87 $— $10.91 $7.88 
Time-based RSUs$8.90 $7.68 $9.76 $8.46 
Stock award fair values are expensed over the shorter of the vesting or required service period. Valley recorded total stock-based compensation expense of approximately $6.8 million and $7.6 million for the three months ended June
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30, 2025 and 2024, respectively, and $13.6 million and $15.7 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $49.6 million. This expense will be recognized over an average remaining vesting period of approximately 2.2 years. See Note 12 in Valley’s Annual Report for additional information on the stock-based compensation awards.
Note 12. Derivative Instruments and Hedging Activities
Valley enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest and currency rates.
Cash Flow Hedges of Interest Rate Risk. Valley’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, Valley has used interest rate swaps, from time to time, as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed-rate amounts from a counterparty, respectively.
Fair Value Hedges of Fixed Rate Assets and Liabilities. Valley is exposed to changes in the fair value of certain fixed-rate assets and liabilities due to changes in interest rates and uses interest rate swaps to manage the exposure to changes in fair value. For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings.
During the third quarter 2024, Valley terminated interest rate swaps with a total notional amount of $500 million used to hedge the fair value of certain fixed rate residential loans. The carrying amount of the hedged assets included an immaterial cumulative loss adjustment at the date of termination that will be amortized to earnings through the fourth quarter 2025. See Note 15 to Valley's Annual Report for additional information regarding Valley's fair value hedges.
Non-designated Hedges. Derivatives not designated as hedges may be used to manage Valley’s exposure to interest rate movements or to provide a service to customers but do not meet the requirements for hedge accounting under GAAP. Derivatives not designated as hedges are not entered into for speculative purposes. Valley executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Valley executes with a third- party, such that Valley minimizes its net risk exposure resulting from such transactions. As these interest rate swaps do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.
Valley sometimes enters into risk participation agreements with external lenders where the banks are sharing their risk of default on the interest rate swaps on participated loans. Valley either pays or receives a fee depending on the type of participation. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value in credit derivatives are recognized directly in earnings. At June 30, 2025, Valley had 63 credit swaps with an aggregate notional amount of $946.9 million related to risk participation agreements.
At June 30, 2025, Valley had two “steepener” swaps, each with a current notional amount of $10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the Constant Maturity Swap rate curve. Although these types of instruments do not meet the hedge accounting requirements, the change in fair value of both the bifurcated derivative and the stand-alone swap tend to move in opposite directions with changes in the three-month Term SOFR rate and, therefore, provide an effective economic hedge.
Valley regularly enters into mortgage banking derivatives which are non-designated hedges. These derivatives include interest rate lock commitments provided to customers to fund certain residential mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. Valley enters into
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forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on Valley's commitments to fund the loans as well as on its portfolio of mortgage loans held for sale.
Valley enters into foreign currency forward and option contracts, primarily to accommodate our customers that are not designated as hedging instruments. Upon the origination of certain foreign currency denominated transactions (including foreign currency holdings and non-U.S. dollar denominated loans) with a client, we enter into a respective hedging contract with a third party financial institution to mitigate the economic impact of foreign currency exchange rate fluctuation.
During June 2024, Valley entered into a credit default swap related to approximately $1.5 billion in automobile loans primarily to enhance the risk profile of these assets for regulatory capital purposes. The covered loans have a total remaining balance of $874.9 million within Valley's $2.2 billion automobile loan portfolio at June 30, 2025. The credit default swap is a free-standing contract measured at fair value with resulting gains or losses recognized in non-interest expense. The premium amortization expense associated with the credit protection totaled $1.8 million and $3.8 million for the three and six months ended June 30, 2025 and was recorded in other expense reported in non-interest expense.
Amounts included in the consolidated statements of financial condition related to the fair value of Valley’s derivative financial instruments were as follows: 
 June 30, 2025December 31, 2024
 Fair ValueFair Value
Other AssetsOther LiabilitiesNotional AmountOther AssetsOther LiabilitiesNotional Amount
 (in thousands)
Derivatives designated as hedging instruments:
Fair value hedge interest rate swaps $6,469 $8,830 $780,322 $2,419 $13,993 $780,322 
Total derivatives designated as hedging instruments$6,469 $8,830 $780,322 $2,419 $13,993 $780,322 
Derivatives not designated as hedging instruments:
Interest rate swaps and other contracts*
$196,937 $196,646 $16,982,940 $423,683 $423,492 $16,209,499 
Foreign currency derivatives28,616 28,445 1,942,724 18,011 16,488 1,688,338 
Mortgage banking derivatives101 204 44,783 150 192 45,752 
Credit default swap— 50 874,898 — 35 1,142,026 
Total derivatives not designated as hedging instruments$225,654 $225,345 $19,845,345 $441,844 $440,207 $19,085,615 
Total derivative financial instruments$232,123 $234,175 $20,625,667 $444,263 $454,200 $19,865,937 
* Other derivative contracts include risk participation agreements.
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Gains included in the consolidated statements of income and other comprehensive loss, on a pre-tax basis, related to previously terminated interest rate derivatives designated as hedges of cash flows were as follows: 
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
 (in thousands)
Amount of gain reclassified from accumulated other comprehensive loss to interest income$304 $299 $605 $597 
The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $806 thousand and $1.2 million at June 30, 2025 and December 31, 2024, respectively. Valley estimates that $875 thousand (before tax) will be reclassified as an increase to interest income over the next 12 months.
Gains (losses) included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value were as follows: 
Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
 (in thousands)
Derivative - interest rate swap:
Interest income$— $676 $— $5,555 
Interest expense2,155 3,004 6,724 1,713 
Hedged items - loans, time deposits and subordinated debt:
Interest income$(161)$(702)$(322)$(5,626)
Interest expense(2,194)(3,063)(6,726)(1,680)
The changes in the fair value of the hedged item designated as a qualifying hedge are captured as an adjustment to the carrying amount of the hedged item (basis adjustment). The following table presents the hedged item related to interest rate derivatives designated as fair value hedges and the cumulative basis fair value adjustment included in the net carrying amount of the hedged item at June 30, 2025 and December 31, 2024.
Line Item in the Statement of Financial Condition in Which the Hedged Item is IncludedNet Carrying Amount of the Hedged Asset/ LiabilityCumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset/Liability
(in thousands)
June 30, 2025
Time deposits$484,218 $3,914 
Long-term borrowings *290,601 (8,627)
December 31, 2024
Time deposits$482,723 $2,419 
Long-term borrowings *284,966 (13,859)
*    Net carrying amount includes unamortized debt issuance costs of $772 thousand and $1.2 million at June 30, 2025 and December 31, 2024, respectively.
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The net losses included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows: 
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
 (in thousands)
Non-designated hedge interest rate swaps and credit derivatives
Other non-interest expense$(1,930)$(1,781)$(4,989)$(726)
Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commercial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $8.3 million and $6.8 million for the three months ended June 30, 2025 and 2024, respectively, and $14.0 million and $11.3 million for the six months ended June 30, 2025 and 2024, respectively.
Collateral Requirements and Credit Risk Related Contingent Features. By using derivatives, Valley is exposed to credit risk if counterparties to the derivative contracts do not perform as expected. Management attempts to minimize counterparty credit risk through credit approvals, limits, monitoring procedures and obtaining collateral where appropriate. Credit risk exposure associated with derivative contracts is managed at Valley in conjunction with Valley’s consolidated counterparty risk management process. Valley’s counterparties and the risk limits monitored by management are periodically reviewed and approved by the Board.
Valley has agreements with its derivative counterparties providing that if Valley defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Valley could also be declared in default on its derivative counterparty agreements. Additionally, Valley has an agreement with several of its derivative counterparties that contains provisions that require Valley’s debt to maintain an investment grade credit rating from each of the major credit rating agencies from which it receives a credit rating. If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparties could terminate the derivative positions and Valley would be required to settle its obligations under the agreements. As of June 30, 2025, Valley was in compliance with all of the provisions of its derivative counterparty agreements. The aggregate fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at June 30, 2025. Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties.
Note 13. Balance Sheet Offsetting
Certain financial instruments, including certain OTC derivatives (mostly interest rate swaps) and repurchase agreements (accounted for as secured long-term borrowings), may be eligible for offset in the consolidated statements of financial condition and/or subject to master netting arrangements or similar agreements. OTC derivatives include interest rate swaps executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house (presented in the table below). The credit risk associated with bilateral OTC derivatives is managed through obtaining collateral and enforceable master netting agreements.
Valley is party to master netting arrangements with its financial institution counterparties; however, Valley does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable investment securities, is posted by or received from the counterparty with net liability or asset positions, respectively, in accordance with contract thresholds. Master repurchase agreements which include “right of set-off” provisions generally have a legally enforceable right to offset recognized amounts. In such cases, the collateral would be used
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to settle the fair value of the swap or repurchase agreement should Valley be in default. Total amount of collateral held or pledged cannot exceed the net derivative fair values with the counterparty.
The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of June 30, 2025 and December 31, 2024.
    Gross Amounts Not Offset 
 Gross Amounts
Recognized		Gross Amounts
Offset		Net Amounts
Presented		Financial
Instruments		Cash
Collateral *		Net
Amount
 (in thousands)
June 30, 2025
Assets
Interest rate swaps and other contracts$203,406 $— $203,406 $92,986 $(241,945)$54,447 
Liabilities
Interest rate swaps and other contracts$205,476 $— $205,476 $(92,986)$— $112,490 
December 31, 2024
Assets
Interest rate swaps and other contracts$426,102 $— $426,102 $32,571 $(358,520)$100,153 
Liabilities
Interest rate swaps and other contracts$437,485 $— $437,485 $(32,571)$— $404,914 
*    Cash collateral received from or pledged to our counterparties in relation to market value exposures of OTC derivative contracts in an asset/liability position.
Note 14. Tax Credit Investments
Valley’s tax credit investments are primarily related to investments promoting qualified affordable housing projects and other investments related to community development. Some of these tax-advantaged investments support Valley’s regulatory compliance with the CRA. Valley’s investments in these entities generate a return primarily through the realization of federal income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction of income tax expense.
Valley’s tax credit investments are carried in other assets on the consolidated statements of financial condition. Valley’s unfunded capital and other commitments related to the tax credit investments are carried in accrued expenses and other liabilities on the consolidated statements of financial condition. Valley recognizes amortization of tax credit investments, including impairment losses, within non-interest expense in the consolidated statements of income using the equity method of accounting. After initial measurement, the carrying amounts of tax credit investments with non-readily determinable fair values are increased to reflect Valley's share of income of the investee and are reduced to reflect its share of losses of the investee, dividends received and impairments, if applicable.

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The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments at June 30, 2025 and December 31, 2024:
June 30,
2025		December 31,
2024
(in thousands)
Other assets:
Affordable housing tax credit investments, net$27,447 $22,742 
Other tax credit investments, net352,928 278,468 
Total tax credit investments, net$380,375 $301,210 
The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three and six months ended June 30, 2025 and 2024: 
Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
(in thousands)
Components of income tax expense:
Affordable housing tax credits and other tax benefits$2,151 $1,263 $3,376 $2,659 
Other tax credit investment credits and tax benefits10,120 6,684 21,009 13,029 
Total reduction in income tax expense$12,271 $7,947 $24,385 $15,688 
Amortization of tax credit investments:
Affordable housing tax credit investment losses$1,050 $876 $1,750 $1,751 
Affordable housing tax credit investment impairment losses374 10 739 491 
Other tax credit investment losses3,622 1,680 4,394 2,280 
Other tax credit investment impairment losses4,088 3,225 11,571 6,831 
Total amortization of tax credit investments recorded in non-interest expense$9,134 $5,791 $18,454 $11,353 
Note 15. Operating Segments
Valley manages its business operations under operating segments consisting of Consumer Banking and Commercial Banking. Activities not assigned to the operating segments are included in Treasury and Corporate Other.
The CEO of Valley is the CODM who assesses performance of each operating segment to better understand their cost, opportunity value and impact to Valley's consolidated earnings. Each operating segment is reviewed routinely for its asset growth, contribution to our income before income taxes, return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount). Valley regularly assesses its strategic plans, operations, and reporting structures to identify its reportable segments. No changes to the operating segments were determined necessary during the six months ended June 30, 2025.
The Consumer Banking segment is mainly comprised of residential mortgages and automobile loans, and to a lesser extent, secured personal lines of credit, home equity loans and other consumer loans. The duration of the residential mortgage loan portfolio is subject to movements in the market level of interest rates and forecasted prepayment speeds. The average weighted life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles. Consumer Banking also includes the Wealth Management and Insurance Services Division, comprised of asset management advisory, brokerage, trust, personal and title insurance, tax credit advisory services, and international and domestic private banking businesses.
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The Commercial Banking segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as adjustable and fixed rate owner occupied and commercial real estate loans. Due to the portfolio’s interest rate characteristics, Commercial Banking is Valley’s operating segment that is most sensitive to movements in market interest rates.
Treasury and Corporate Other largely consists of the Treasury managed HTM debt securities and AFS debt securities portfolios mainly utilized in the liquidity management needs of our lending segments and income and expense items resulting from support functions not directly attributable to a specific segment. Interest income is generated through investments in various types of securities (mainly comprised of fixed rate securities) and interest-bearing deposits with other banks (primarily the Federal Reserve Bank of New York). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are allocated from Treasury and Corporate Other to operating segments. Other non-interest income items and general expenses are allocated from Treasury and Corporate Other to each operating segment utilizing a methodology that involves an allocation of operating and funding costs based on each segment's respective mix of average interest earning assets outstanding for the period, number of deposits, or direct allocation to the segments based on the nature of income and expense. Unallocated items included in Treasury and Corporate Other consist of net gains and losses on AFS and HTM securities transactions, amortization of tax credit investments, as well as other non-core items, including loss on extinguishment of debt, corporate restructuring charges and the FDIC special assessment.
The accounting for each operating segment and Treasury and Corporate Other includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under GAAP. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to any other financial institution. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data. Certain prior period amounts have been reclassified to conform to the current presentation for each operating segment and Treasury and Corporate Other.
The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three and six months ended June 30, 2025 and 2024:
 Three Months Ended June 30, 2025
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets
$10,428,625 $38,604,012 $8,520,987$57,553,624 
Interest income$130,616 $588,422 $85,974$805,012 
Interest expense68,915 248,524 55,165372,604 
Net interest income61,701 339,898 30,809432,408 
Provision for credit losses717 37,078 437,799 
Net interest income after provision for credit losses60,984 302,820 30,805394,609 
Non-interest income32,192 24,999 5,41362,604 
Non-interest expense
Salary and employee benefits expense32,294 99,173 13,955145,422 
Net occupancy expense4,772 16,960 3,75125,483 
Technology, furniture, and equipment expense6,266 20,469 3,93230,667 
FDIC insurance assessment2,650 9,542 —12,192 
Professional and legal fees3,344 14,191 2,43519,970 
Loss on extinguishment of debt— — 922 922 
Other segment items *12,021 17,337 20,10849,466
Total non-interest expense$61,347 $177,672 $45,103 $284,122 
Income (loss) before income taxes$31,829 $150,147 $(8,885)$173,091 
Return on average interest earning assets (pre-tax)
1.22 %1.56 %(0.42)%1.20 %
Net interest margin2.37 %3.52 %1.45 %3.01 %
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 Three Months Ended June 30, 2024
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets
$9,836,298 $40,184,603 $6,752,049$56,772,950 
Interest income$118,537 $652,427 $62,502$833,466 
Interest expense74,780 305,635 51,366431,781 
Net interest income43,757 346,792 11,136401,685 
Provision (credit) for credit losses4,820 77,291 (41)82,070 
Net interest income after provision for credit losses38,937 269,501 11,177319,615 
Non-interest income31,568 16,494 3,15151,213 
Non-interest expense
Salary and employee benefits expense29,776 99,422 11,617140,815 
Net occupancy expense4,262 17,147 2,84324,252 
Technology, furniture, and equipment expense6,589 24,740 3,87435,203 
FDIC insurance assessment2,570 10,513 1,36314,446 
Professional and legal fees2,377 14,256 1,30517,938 
Other segment items *12,940 11,645 20,25844,843 
Total non-interest expense$58,514 $177,723 $41,260 $277,497 
Income (loss) before income taxes$11,991 $108,272 $(26,932)$93,331 
Return on average interest earning assets (pre-tax)
0.49 %1.08 %(1.60)%0.66 %
Net interest margin1.78 %3.45 %0.66 %2.83 %
 Six Months Ended June 30, 2025
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets
$10,428,621 $38,416,202 $8,379,663$57,224,486 
Interest income$253,079 $1,168,318 $168,367$1,589,764 
Interest expense134,357 494,934 107,960737,251 
Net interest income118,722 673,384 60,407852,513 
 (Credit) provision for credit losses(8,016)108,486 (10)100,460 
Net interest income after provision for credit losses126,738 564,898 60,417752,053 
Non-interest income66,546 44,001 10,351120,898 
Non-interest expense
Salary and employee benefits expense64,268 202,163 21,609288,040 
Net occupancy expense9,477 34,417 7,47751,371 
Technology, furniture, and equipment expense12,503 40,322 7,73860,563 
FDIC insurance assessment5,350 19,709 —25,059 
Professional and legal fees6,243 25,134 4,26335,640 
Loss on extinguishment of debt— — 922 922 
Other segment items *26,307 32,780 40,05899,145 
Total non-interest expense$124,148 $354,525 $82,067 $560,740 
Income (loss) before income taxes$69,136 $254,374 $(11,299)$312,211 
Return on average interest earning assets (pre-tax)
1.33 %1.32 %(0.27)%1.09 %
Net interest margin2.27 %3.50 %1.44 %2.98 %
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 Six Months Ended June 30, 2024
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets
$9,814,532 $40,319,214 $6,562,128$56,695,874 
Interest income$232,299 $1,310,218 $119,605$1,662,122 
Interest expense150,066 616,487 100,336866,889 
Net interest income82,233 693,731 19,269795,233 
Provision for credit losses7,892 119,493 (115)127,270 
Net interest income after provision for credit losses74,341 574,238 19,384667,963 
Non-interest income64,733 39,624 8,271112,628 
Non-interest expense
Salary and employee benefits expense58,434 201,280 22,932282,646 
Net occupancy expense8,530 34,510 5,53548,575 
Technology, furniture, and equipment expense13,126 50,004 7,53570,665 
FDIC insurance assessment4,684 19,242 8,75632,682 
Professional and legal fees5,204 26,337 2,86234,403 
Other segment items *25,531 24,848 38,45788,836 
Total non-interest expense$115,509 $356,221 $86,077 $557,807 
Income (loss) before income taxes$23,565 $257,641 $(58,422)$222,784 
Return on average interest earning assets (pre-tax)
0.48 %1.28 %(1.78)%0.79 %
Net interest margin1.67 %3.44 %0.59 %2.80 %
*Other segment items include amortization of intangible assets, amortization of tax credit investments and other general operating expenses.
 
Item 2. Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations
The following MD&A should be read in conjunction with the consolidated financial statements and notes thereto appearing in Part I, Item 1 of this report. The MD&A contains supplemental financial information, described in the sections that follow, which has been determined by methods other than GAAP that management uses in its analysis of our performance. Management believes these non-GAAP financial measures provide information useful to investors in understanding our underlying operational performance, our business and performance trends and facilitate comparisons with the performance of others in the financial services industry. These non-GAAP financial measures should not be considered in isolation, as a substitute for or superior to financial measures calculated in accordance with GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies.
Cautionary Statement Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q, both in the MD&A and elsewhere, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about our business, new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “intend,” “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “would,” “could,” “typically,” “usually,” “anticipate,” “may,” “estimate,” “outlook,” “project” or similar statements or variations of such terms. 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:
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•the impact of market interest rates and monetary and fiscal policies of the U.S. federal government and its agencies in connection with prolonged inflationary pressures, which could have a material adverse effect on our clients, our business, our employees, and our ability to provide services to our customers;
•the impact of unfavorable macroeconomic conditions or downturns, including instability or volatility in financial markets resulting from the impact of tariffs, any retaliatory actions, related market uncertainty, or other factors; U.S. government debt default or rating downgrade; unanticipated loan delinquencies; loss of collateral; decreased service revenues; increased business disruptions or failures; reductions in employment; and other potential negative effects on our business, employees or clients caused by factors outside of our control, such as new legislation and policy changes under the current U.S. presidential administration, geopolitical instabilities or events, natural and other disasters, including severe weather events, health emergencies, acts of terrorism, or other external events;
•the impact of any potential instability within the U.S. financial sector or future bank failures, including the possibility of a run on deposits by a coordinated deposit base, and the impact of the actual or perceived concerns regarding the soundness, or creditworthiness, of other financial institutions, including any resulting disruption within the financial markets, increased expenses, including FDIC insurance assessments, or adverse impact on our stock price, deposits or our ability to borrow or raise capital;
•the impact of negative public opinion regarding Valley or banks in general that damages our reputation and adversely impacts business and revenues;
•changes in the statutes, regulations, policies, or enforcement priorities of the federal bank regulatory agencies;
•the loss of or decrease in lower-cost funding sources within our deposit base;
•damage verdicts, settlements or restrictions related to existing or potential class action litigation or individual litigation arising from claims of violations of laws or regulations, contractual claims, breach of fiduciary responsibility, negligence, fraud, environmental laws, patent, trademark or other intellectual property infringement, misappropriation or other violation, employment related claims, and other matters;
•a prolonged downturn and contraction in the economy, as well as an unexpected decline in commercial real estate values collateralizing a significant portion of our loan portfolio;
•higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations, and case law;
•the inability to grow customer deposits to keep pace with the level of loan growth;
•a material change in our allowance for credit losses due to forecasted economic conditions and/or unexpected credit deterioration in our loan and investment portfolios;
•the need to supplement debt or equity capital to maintain or exceed internal capital thresholds;
•changes in our business, strategy, market conditions or other factors that may negatively impact the estimated fair value of our goodwill and other intangible assets and result in future impairment charges;
•greater than expected technology-related costs due to, among other factors, prolonged or failed implementations, additional project staffing and obsolescence caused by continuous and rapid market innovations;
•increased competitive challenges and our ability to stay current with rapid technological changes in the financial services industry, including the use of artificial intelligence, as well as our ability to assess and monitor the effects of, and risks associated with, the implementation and use of such technology;
•cyberattacks, ransomware attacks, computer viruses, malware or other cybersecurity incidents that may breach the security of our websites or other systems or networks to obtain unauthorized access to personal, confidential, proprietary or sensitive information, destroy data, disable or degrade service, or sabotage our systems or networks, and the increasing sophistication of such attacks;
•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;
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•application of the OCC heightened regulatory standards for certain large insured national banks, and the expenses we will incur to develop policies, programs, and systems that comply with the enhanced standards applicable to us;
•our inability or determination not to pay dividends at current levels, or at all, because of inadequate earnings, regulatory restrictions or limitations, changes in our capital requirements, or a decision to increase capital by retaining more earnings;
•unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather, pandemics or other public health crises, acts of terrorism or other external events;
•our ability to successfully execute our business plan and strategic initiatives; and
•unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, risk mitigation strategies, changes in regulatory lending guidance or other factors.
A detailed discussion of factors that could affect our results is included in our SEC filings, including Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024.
We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Critical Accounting Estimates
Valley’s accounting policies are fundamental to understanding management’s discussion and analysis of its financial condition and results of operations. In preparing the consolidated financial statements, management has made estimates, judgments and assumptions in accordance with these policies that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated. At June 30, 2025, we identified our policies on the allowance for credit losses, goodwill and other intangible assets, and income taxes to be critical accounting policies because management has to make subjective and/or complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. Management has reviewed the application of these policies and estimates with the Audit Committee of Valley’s Board. Our critical accounting policies and estimates are described in detail in Part II, Item 7 in Valley’s Annual Report, and there have been no material changes in such policies and estimates since the date of Valley’s Annual Report.
New Authoritative Accounting Guidance
See Note 4 to the consolidated financial statements for a description of new authoritative accounting guidance, including the dates of adoption and effects on results of operations and financial condition.
Executive Summary
Company Overview. At June 30, 2025, Valley had consolidated total assets of approximately $62.7 billion, total net loans of $48.8 billion, total deposits of $50.7 billion and total shareholders’ equity of $7.6 billion. Valley operates many convenient branch office locations and commercial banking offices in northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, Westchester County, New York, Florida, California, Alabama, and Illinois. Of our current 230 branch network, 55 percent, 18 percent, and 18 percent of the branches are located in New Jersey, New York, and Florida, respectively, with the remaining 9 percent of the branches in Alabama, California, and Illinois combined.
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Financial Condition. During the second quarter 2025, we continued to strengthen our balance sheet to best perform in the current uncertain economic environment, while also prudently managing the overall risk of our loan portfolio. The following items, including key balance sheet initiatives, are highlights at June 30, 2025.
•Commercial Real Estate Loan Concentration: Total commercial real estate loans (including construction loans) totaled $28.8 billion, or 58.4 percent of total loans at June 30, 2025, as compared to $29.1 billion, or 59.8 percent of total loans at March 31, 2025. The decrease was mostly due to normal repayment activity and selective originations as we continue to proactively diversify our loan portfolio and focus on the generation of more profitable and holistic banking client relationships. As a result, our CRE loan concentration ratio declined to approximately 349 percent at June 30, 2025 from 353 percent at March 31, 2025. Our current balance sheet goal is a continued gradual reduction of the CRE loan concentration ratio and to maintain the ratio below 350 percent through December 31, 2025. See further details of our loan activities under the “Loan Portfolio” section below.
•Allowance for Credit Losses for Loans: The ACL for loans totaled $594.0 million and $594.1 million at June 30, 2025 and March 31, 2025, respectively, representing 1.20 percent and 1.22 percent of total loans at each respective date. The moderate decrease reflects, among other factors, a decline in quantitative reserves in certain loan categories and lower specific reserves associated with collateral dependent loans at June 30, 2025. Given our current projections and credit trends within our loan portfolio, we anticipate the ACL will range between 1.20 percent and 1.25 percent of total loans through December 31, 2025. See the “Allowance for Credit Losses for Loans" section for additional information.
•Credit Quality: Net loan charge-offs totaled $37.8 million for the second quarter 2025 as compared to $41.9 million and $36.8 million for the first quarter 2025 and second quarter 2024, respectively. Non-accrual loans totaled $354.4 million, or 0.72 percent of total loans, at June 30, 2025 as compared to $346.5 million, or 0.71 percent of total loans, at March 31, 2025. Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) increased $147.5 million to $199.2 million, or 0.40 percent of total loans, at June 30, 2025 as compared to $51.7 million, or 0.11 percent of total loans, at March 31, 2025. The majority of this increase related to three CRE loans, of which two were no longer past due in July 2025. See the “Non-Performing Assets” section for additional information.
•Liquid Assets: Our liquid assets totaled $5.4 billion at June 30, 2025, representing 9.3 percent of interest earning assets, as compared with $5.1 billion, or 9.1 percent of interest earning assets at March 31, 2025. We continue to maintain significant access to readily available, diverse funding sources to fulfill both short-term and long-term funding needs. See the “Bank Liquidity” section for additional information.
•Deposits: Total deposit balances increased $759.4 million to $50.7 billion at June 30, 2025 as compared to $50.0 billion at March 31, 2025 mainly due to increases in both direct and indirect (brokered) customer time deposits during the second quarter 2025, partially offset by the outflows of certain indirect customer deposits in the savings, NOW and money market deposit category. Non-interest bearing deposits increased $118.2 million to $11.7 billion at June 30, 2025 from March 31, 2025. See the "Deposits and Other Borrowings" section below for more details.
•Subordinated Debt Redemptions: On June 15, 2025, we redeemed in full $115 million of 5.25 percent fixed-to-floating rate subordinated notes issued in June 2020 and due in June 2030. The transaction was accounted for as an early debt extinguishment and resulted in a $922 thousand pre-tax loss reported within non-interest expense for the second quarter 2025. In addition, we repaid $100 million of 4.55 percent fixed rate subordinated notes that matured on June 30, 2025.
•Investment Securities: Total investment securities increased $226.1 million to $7.5 billion, or 12.0 percent of total assets, at June 30, 2025 as compared to March 31, 2025 mainly due to targeted purchases of residential mortgage backed securities mostly issued by Ginnie Mae (with a risk-weighting of zero for regulatory capital purposes) that were classified as AFS. See the “Investment Securities Portfolio” section for more details.
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•Regulatory Capital and Shareholders' Equity: Total shareholders' equity increased $75.5 million to $7.6 billion at June 30, 2025 as compared to March 31, 2025. Valley's total risk-based capital, common equity Tier 1 capital, Tier 1 capital and Tier 1 leverage capital ratios were 13.67 percent, 10.85 percent, 11.57 percent, and 9.49 percent, respectively, at June 30, 2025 as compared to 13.91 percent, 10.80 percent, 11.53 percent and 9.41 percent, respectively, at March 31, 2025. The decline in our total risk-based capital ratio as compared to March 31, 2025 reflects the early redemption of our $115 million of 5.25 percent fixed-to-floating rate subordinated notes, which were previously eligible for full regulatory capital treatment. Currently, we expect that Valley's common equity Tier 1 capital will gradually increase to approximately 11 percent by December 31, 2025 largely through projected growth in our retained earnings and continuous management of the overall regulatory risk weighted asset profile of our balance sheet, including the goal to reduce our commercial real estate loan concentration. See the "Capital Adequacy" section below for more information.
Quarterly Results. Net income for the second quarter 2025 was $133.2 million, or $0.22 per diluted common share, as compared to $70.4 million, or $0.13 per diluted common share, for the second quarter 2024. The $62.7 million increase in quarterly net income as compared to the same quarter one year ago was mainly due to the following changes:
•a $30.7 million increase in net interest income mainly driven by lower interest rates on most interest bearing deposit products in the second quarter 2025 and additional interest income from investment security purchases, partially offset by lower yields on adjustable-rate loans;
•a $44.3 million decrease in our provision for credit losses partly due to a decline in the impact of specific reserves for collateral dependent commercial loans and the change in quantitative reserves on a linked quarter basis; and
•an $11.4 million increase in non-interest income that was mainly driven by increases in service charges on deposit accounts, capital markets income, tax credit investment advisory service fees, and bank owned life insurance income.
Which were partially offset by:
•a $6.6 million increase in non-interest expense primarily due to increases in salary and employee benefits expense, amortization of tax credit investments, and net occupancy expense, partially offset by lower technology, furniture and equipment expense and FDIC insurance assessment fees; and
•a $17.0 million increase in income taxes mainly due to higher pre-tax income.
See the “Net Interest Income,” “Non-Interest Income,” “Non-Interest Expense” and “Income Taxes” sections below for more details on the impact of the items above and other infrequent non-core items impacting our second quarter 2025 results.
U.S. Economic Conditions. During the second quarter 2025, real GDP increased at an estimated annual rate of 3.0 percent as compared to a decrease of 0.5 percent during the first quarter 2025. The second quarter rebound from the first quarter 2025 was mainly driven by a decrease in imports and a modest increase in consumer spending and government expenditures. These movements were partially offset by decreases in gross private domestic investment driven by a reduction in inventory as inventory levels normalized after businesses and consumers stockpiled goods ahead of anticipated tariff increases in the first quarter 2025. While core inflation recently came in slightly below most forecasts, pricing trends did not significantly ease during the second quarter 2025. Overall, the rate of inflation has increased to 2.7 percent in the second quarter 2025 as compared to 2.4 percent for the first quarter 2025.
Over the last four months of 2024 at its FOMC meetings, the Federal Reserve lowered the target range for the federal funds rate from 5.25 – 5.50 percent to 4.25 – 4.50 percent and have held the target steady since. The latest projections from the FOMC still indicate two rate cuts are expected during the remainder of 2025. The FOMC also indicated that the Federal Reserve will continue to reduce its Treasury securities, agency debt and agency mortgage-
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backed securities. The primary concerns of (1) supporting maximum employment and, more specifically, (2) returning inflation to its 2 percent target has led to the FOMC's most recent decision to hold the federal funds target rate steady.
The 10-year U.S. Treasury note yield ended the second quarter 2025 at 4.24 percent, or 1 basis point higher as compared to the first quarter 2025, and the 2-year U.S. Treasury note yield ended the second quarter 2025 at 3.72 percent, or 15 basis points lower as compared to the first quarter 2025.
The second quarter 2025 economic lookout was weakened by the continued negative impact of volatile U.S. tariff policies and trade negotiations, heightened geopolitical tensions, immigration enforcement, persistent concerns about the government deficit, including the impact of the recently passed OBBBA, and the level of inflation. As a result of these factors, many market analysts have increased the likelihood of a recession in their forecast for the coming year, and foresee an overall challenging bank operating environment. Should these conditions persist or further deteriorate, they may adversely impact our banking clients and our financial results, as highlighted elsewhere in this MD&A.
Deposits and Other Borrowings
We define cumulative deposit beta as the change in our cost of total deposits relative to the change in the average Fed Funds (upper bound) rate. We differentiate between the cumulative deposit beta during the rate increase cycle, which began in the first quarter of 2022 and ended in the second quarter of 2024, and the cumulative deposit beta during the rate decrease cycle which started in the third quarter of 2024. Our cumulative deposit beta in the interest rate increase cycle (between December 31, 2021 and June 30, 2024) was approximately 58 percent. The Federal Reserve started an interest rate decrease cycle during the third quarter 2024. Our cumulative deposit beta in this current interest rate decrease cycle (between June 30, 2024 and June 30, 2025) was 51 percent as compared to 53 percent (between June 30, 2024 and March 31, 2025) one quarter ago. The relative stabilization of our cumulative deposit beta in the second quarter 2025 was mainly driven by the Federal Reserve's decision to leave the target federal funds rate unchanged in the second quarter of 2025, and our ability to broadly maintain the level of interest rates offered on our interest bearing deposit products. See the "Net Interest Income" section for additional details on the changes in our cost of deposits during the second quarter 2025.
Total average deposits increased by $767.8 million to $49.9 billion for the second quarter 2025 as compared to the first quarter 2025. Average time deposit balances increased $548.7 million from the first quarter 2025 largely due to new direct retail customer CDs and our greater use of indirect customer (i.e., brokered) CDs in our funding mix during the second quarter 2025. Average non-interest bearing deposits increased $113.8 million to $11.3 billion for the second quarter 2025 as compared to the first quarter 2025, while average savings, NOW and money market deposits increased $105.4 million to $26.5 billion for the same period. Average non-interest-bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 23 percent, 53 percent, and 24 percent of total deposits for the second quarter 2025, respectively, as compared to 23 percent, 54 percent, and 23 percent of total deposits for the first quarter 2025, respectively.
Actual ending balances for deposits increased $759.4 million to $50.7 billion at June 30, 2025 from March 31, 2025 due to increases of $962.9 million and $118.2 million in time deposits and non-interest bearing deposits, respectively, partially offset by a $321.6 million decrease in savings, NOW and money market deposit balances. The increase in time deposit balances was mainly driven by continued deposit inflows from new promotional retail CD offerings and brokered customer CDs during the second quarter 2025. The increase in non-interest bearing deposit balances was mostly due to higher commercial customer deposit inflows in the second quarter 2025. Savings, NOW and money market deposit balances decreased at June 30, 2025 from March 31, 2025 largely due to lower indirect customer deposits, as well as some seasonal runoff in governmental deposits account balances. Total indirect customer deposits (including both brokered money market and time deposits) totaled $6.5 billion and $6.3 billion in June 30, 2025 and March 31, 2025, respectively. Non-interest bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 23 percent, 52 percent and 25 percent of total deposits
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as of June 30, 2025, respectively, as compared to 23 percent, 53 percent and 24 percent of total deposits as of March 31, 2025, respectively.
The following table summarizes CDs included in time deposits in excess of the FDIC insurance limit by maturity at June 30, 2025:
June 30, 2025
 (in thousands)
Less than three months$1,014,203 
Three to six months512,678 
Six to twelve months757,852 
More than twelve months244,758 
Total$2,529,491 
Total estimated uninsured deposits, excluding collateralized government deposits and intercompany deposits (i.e., deposits eliminated in consolidation), totaled approximately $13.1 billion, or 26 percent of total deposits, at June 30, 2025 as compared to $13.0 billion, or 26 percent of total deposits, at March 31, 2025.
While we maintained a diversified commercial and consumer deposit base at June 30, 2025, deposit gathering initiatives and our current direct customer deposit base could be challenged due to market competition, attractive non-deposit investment alternatives in the financial markets and other factors. As a result, we cannot guarantee that we will be able to maintain deposit levels at or near those reported at June 30, 2025. Management continuously monitors liquidity and all available funding sources including non-deposit borrowings discussed below. See the “Liquidity and Cash Requirements” section of this MD&A for additional information.
The following table presents average short-term and long-term borrowings for the periods indicated:
Three Months EndedSix Months Ended
June 30, 2025March 31, 2025June 30, 2024June 30, 2025June 30, 2024
(in thousands)
Average short-term borrowings:
FHLB advances$128,846 $241,944 $29,396 $185,083 $750,137 
Securities sold under repurchase agreements61,052 60,693 63,710 60,873 65,355 
Federal funds purchased6,593 5,000 4,396 5,801 2,198 
Total $196,491 $307,637 $97,502 $251,757 $817,690 
Average long-term borrowings:
FHLB advances$2,456,681 $2,300,093 $2,624,937 $2,378,819 $2,277,819 
Subordinated debt632,166 648,738 637,019 640,407 637,514 
Junior subordinated debentures issued to capital trusts57,587 57,500 57,239 57,544 57,196 
Total$3,146,434 $3,006,331 $3,319,195 $3,076,770 $2,972,529 
Average short-term borrowings for the second quarter 2025 decreased $111.1 million from the first quarter 2025 and increased $99.0 million from the second quarter 2024. The decrease from the first quarter 2025 was mainly due to the maturity and repayment of FHLB advances. The increase from the second quarter 2024 was mostly driven by a greater use of short-term FHLB advances in our mix of funding sources during the second quarter 2025. Average long-term borrowings (including junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition) increased $140.1 million as compared to the first quarter 2025 and decreased $172.8 million as compared to the second quarter 2024. The increase as compared to the first quarter 2025 was mainly due to new issuances of FHLB advances totaling $210.0 million in the second quarter
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2025. The decrease compared to the second quarter 2024 was partly due to maturity and repayment of $273.0 million of FHLB advances in January 2025.
Actual ending balances of short-term borrowings increased $103.2 million to $162.2 million at June 30, 2025 from March 31, 2025 largely due to the increase in FHLB advances. Long-term borrowings totaled $2.9 billion at June 30, 2025 and remained relatively unchanged compared to March 31, 2025. In June 2025, we fully redeemed $215.0 million of subordinated notes that were mostly offset by the issuance of new long-term FHLB advances during the second quarter 2025.
Non-GAAP Financial Measures
The table below presents selected performance indicators, their comparative non-GAAP measures and the (non-GAAP) efficiency ratio for the periods indicated. Valley believes that the non-GAAP financial measures provide useful supplemental information to both management and investors in understanding Valley's underlying operational performance, business, and performance trends, and may facilitate comparisons of our current and prior performance with the performance of others in the financial services industry. Management utilizes these measures for internal planning, forecasting, and analysis purposes. Management believes that Valley’s presentation and discussion of this supplemental information, together with the accompanying reconciliations to the GAAP financial measures, also allows investors to view performance in a manner similar to management. These non-GAAP financial measures should not be considered in isolation, as a substitute for or superior to financial measures calculated in accordance with GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies.
The following table presents our annualized performance ratios:
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
Selected Performance Indicators($ in thousands)
GAAP measures:
Net income, as reported$133,167 $70,424 $239,225 $166,704 
Return on average assets0.86 %0.46 %0.77 %0.54 %
Return on average shareholders’ equity7.08 4.17 6.39 4.95 
Non-GAAP measures:
Net income, as adjusted$134,415 $71,643 $240,481 $171,091 
Return on average assets, as adjusted 0.87 %0.47 %0.78 %0.56 %
Return on average shareholders' equity, as adjusted 7.15 4.24 6.42 5.08 
Return on average tangible shareholders' equity (ROATE)9.62 5.95 8.70 7.07 
ROATE, as adjusted9.71 6.05 8.74 7.25 
Efficiency ratio, as adjusted55.20 59.62 55.53 59.36 
June 30,
2025		December 31,
2024
Common Equity Per Share Data:
Book value per common share (GAAP)$12.89 $12.67 
Tangible book value per common share (non-GAAP)9.35 9.10 

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Non-GAAP Reconciliations to GAAP Financial Measures
Adjusted net income is computed as follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
(in thousands)
Net income, as reported (GAAP)$133,167 $70,424 $239,225 $166,704 
Non-GAAP adjustments:
Add: Loss on extinguishment of debt922 — 922 — 
Add: FDIC special assessment (1)
— 1,363 — 8,757 
Add: Losses on available for sale and held to maturity debt securities, net (2)
— 4 11 11 
Less: Restructuring charge (3)
800 334 800 954 
Less: Gain on sale of commercial premium finance lending division (4)
— — — (3,629)
Total non-GAAP adjustments to net income$1,722 $1,701 $1,733 $6,093 
Income tax adjustments related to non-GAAP adjustments (5)
(474)(482)(477)(1,706)
Net income, as adjusted (non-GAAP)$134,415 $71,643 $240,481 $171,091 
(1)
Included in the FDIC insurance assessment.
(2)
Included in (losses) gains on securities transactions, net.
(3)
Represents severance expense related to workforce reductions within salary and employee benefits expense.
(4)
Included in other income within non-interest income.
(5)
Calculated using the appropriate blended statutory tax rate for the applicable period.
In addition to the items used to calculate net income, as adjusted, in the table above, our net income is, from time to time, impacted by fluctuations in the overall level of net gains on sales of loans, wealth management and trust fees, and capital markets income. These amounts can vary widely from period to period due to, among other factors, the amount and timing of residential mortgage loans originated for sale, brokerage and tax credit investment advisory activities and commercial loan customer demand for certain interest rate swap products. See the “Non-Interest Income” section below for more details.
Adjusted annualized return on average assets is computed by dividing adjusted net income by average assets, as follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
($ in thousands)
Net income, as adjusted (non-GAAP)$134,415$71,643$240,481$171,091
Average assets (GAAP)$62,106,945$61,518,639$61,806,614$61,387,754
Annualized return on average assets, as adjusted (non-GAAP)0.87 %0.47 %0.78 %0.56 %

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Adjusted annualized return on average shareholders' equity is computed by dividing adjusted net income by average shareholders' equity, as follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
($ in thousands)
Net income, as adjusted (non-GAAP)$134,415$71,643$240,481$171,091
Average shareholders' equity (GAAP)$7,524,231$6,753,981$7,491,395$6,739,838
Annualized return on average shareholders' equity, as adjusted (non-GAAP)7.15 %4.24 %6.42 %5.08 %
ROATE and adjusted ROATE are computed by dividing net income and adjusted net income, respectively, by average shareholders’ equity less average goodwill and average other intangible assets, as follows:
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
 ($ in thousands)
Net income, as reported (GAAP)$133,167$70,424$239,225$166,704
Net income, as adjusted (non-GAAP)$134,415$71,643$240,481$171,091
Average shareholders’ equity (GAAP)$7,524,231$6,753,981$7,491,395$6,739,838
Less: Average goodwill and other intangible assets (GAAP)1,987,3812,016,7661,990,7022,020,883
Average tangible shareholders’ equity (non-GAAP)$5,536,850$4,737,215$5,500,693$4,718,955
Annualized ROATE (non-GAAP)9.62 %5.95 %8.70 %7.07 %
Annualized ROATE, as adjusted (non-GAAP)9.71 %6.05 %8.74 %7.25 %
The efficiency ratio is computed as follows:
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
 ($ in thousands)
Total non-interest expense, as reported (GAAP)$284,122 $277,497 $560,740 $557,807 
Less: Loss on extinguishment of debt (pre-tax)922 — 922 — 
Less: FDIC special assessment (1)
— 1,363 — 8,757 
Less: Restructuring charge (2)
800 334 800 954 
Less: Amortization of tax credit investments9,134 5,791 18,454 11,353 
Total non-interest expense, as adjusted (non-GAAP)$273,266 $270,009 $540,564 $536,743 
Net interest income, as reported (GAAP)432,408 401,685 852,513 795,233 
Total non-interest income, as reported (GAAP)62,604 51,213 120,898 112,628 
Add: Losses on available for sale and held to maturity debt securities, net (3)
— 4 11 11 
Less: Gain on sale of commercial premium finance lending division (4)
— — — (3,629)
Gross operating income, as adjusted (non-GAAP)$495,012 $452,902 $973,422 $904,243 
Efficiency ratio (non-GAAP)55.20 %59.62 %55.53 %59.36 %

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(1)
Included in the FDIC insurance assessment.
(2)
Represents severance expense related to workforce reductions within salary and employee benefits expense.
(3)
Included in (losses) gains on securities transactions, net.
(4)
Included in other income within non-interest income.
Tangible book value per common share is computed by dividing shareholders’ equity less preferred stock, goodwill and other intangible assets by common shares outstanding, as follows: 
June 30,
2025		December 31,
2024
 ($ in thousands, except for share data)
Common shares outstanding560,281,821 558,786,093 
Shareholders’ equity (GAAP)$7,575,421 $7,435,127 
Less: Preferred stock354,345 354,345 
Less: Goodwill and other intangible assets1,983,515 1,997,597 
Tangible common shareholders’ equity (non-GAAP)$5,237,561 $5,083,185 
Book value per common share (GAAP)$12.89 $12.67 
Tangible book value per common share (non-GAAP)$9.35 $9.10 
Net Interest Income
Net interest income on a tax equivalent basis of $433.7 million for the second quarter 2025 increased $12.3 million compared to the first quarter 2025 and increased $30.7 million as compared to the second quarter 2024. Interest income on a tax equivalent basis increased $20.3 million to $806.3 million for the second quarter 2025 as compared to the first quarter 2025. The increase was mostly driven by (i) higher yields on new loan originations, (ii) increased average loan balances driven by new organic loan originations largely within the commercial and industrial loan portfolio, (iii) additional interest income from purchases of taxable investments mainly within the available for sale portfolio during the first half of 2025 and (iv) one additional day in the second quarter 2025. Total interest expense increased $8.0 million to $372.6 million for the second quarter 2025 as compared to the first quarter 2025 largely due to (i) a $548.7 million increase in average time deposit balances, (ii) the increased cost of certain non-maturity deposits and (iii) the aforementioned increase in day count.
Average interest earning assets increased $780.7 million to $57.6 billion for the second quarter 2025 as compared to the second quarter 2024 mainly due to a $2.0 billion increase in average taxable investments largely resulting from purchases of residential mortgage-backed securities classified as available for sale over the past 12 months, largely offset by lower average loan balances and to a lesser extent lower excess liquidity held in overnight interest-bearing deposits with banks. Compared to the first quarter 2025, average interest earning assets increased by $661.9 million during the second quarter 2025. The increase was mainly driven by increases of $377.7 million in average loans, $42.4 million overnight interest bearing cash balances and an increase of $249.8 million in average taxable investments. The increase in average loan balances to $49.0 billion for the second quarter 2025 was mostly due to continued growth in the commercial and industrial loan portfolio.
Average interest bearing liabilities increased $337.4 million to $41.9 billion for the second quarter 2025 as compared to the second quarter 2024 primarily due to increases of $411.2 million and $99.0 million in average interest bearing deposits and short-term borrowings, respectively, partially offset by a decrease of $172.8 million in long-term borrowings. As compared to the first quarter 2025, average interest bearing liabilities increased by $683.0 million for the second quarter 2025 largely due to an increase in average time deposit balances. See additional information under “Deposits and Other Borrowings” in the Executive Summary section above.
Net interest margin on a tax equivalent basis of 3.01 percent for the second quarter 2025 increased by 5 basis points from 2.96 percent for the first quarter 2025 and increased 17 basis points from 2.84 percent for the second quarter 2024. The increase as compared to the first quarter 2025 was mostly due to the 7 basis point increase in the yield on
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average interest earning assets largely caused by higher interest rates on new loan originations in the second quarter 2025 and higher yielding investment purchases. The overall cost of average interest bearing liabilities increased 2 basis points to 3.56 percent for the second quarter 2025 as compared to the first quarter 2025 mostly due to higher interest rates on certain non-maturity deposit products, partially offset by a lower overall cost of time deposits driven by both new volumes and maturities. Our cost of total average deposits was 2.67 percent for the second quarter 2025 as compared to 2.65 percent and 3.18 percent for the first quarter 2025 and the second quarter 2024, respectively.
In Valley's Annual Report, we provided guidance that we anticipated net interest income growth of approximately 9 to 12 percent for the full year of 2025 as compared to $1.6 billion reported for 2024. Based upon our current projections, we now expect the growth of our net interest income for 2025 to fall within a range of 8 to 10 percent range largely due to lower anticipated loan growth of 3 percent for same period. Our forecasts include additional assumptions and, therefore, we cannot provide any assurances that our future net interest income or margin will meet our current estimates or remain near the levels reported for the second quarter 2025. For a detailed discussion on the risks related to interest rates please refer to Part I, Item 1A. “Risk Factors” in Valley's Annual Report.
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The following table reflects the components of net interest income for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024:

Quarterly Analysis of Average Assets, Liabilities and Shareholders’ Equity and
Net Interest Income on a Tax Equivalent Basis
 Three Months Ended
 June 30, 2025March 31, 2025June 30, 2024
 Average
Balance		InterestAverage
Rate		Average
Balance		InterestAverage
Rate		Average
Balance		InterestAverage
Rate
 ($ in thousands)
Assets
Interest earning assets:
Loans (1)(2)
$49,032,637 $720,305 5.88 %$48,654,921 $703,632 5.78 %$50,020,901 $770,987 6.17 %
Taxable investments (3)
7,350,792 72,692 3.96 7,100,958 69,562 3.92 5,379,101 46,801 3.48 
Tax-exempt investments (1)(3)
544,302 5,925 4.35 552,291 5,952 4.31 575,272 6,075 4.22 
Interest bearing deposits with banks625,893 7,357 4.70 583,521 6,879 4.72 797,676 10,902 5.47 
Total interest earning assets57,553,624 806,279 5.60 56,891,691 786,025 5.53 56,772,950 834,765 5.88 
Allowance for credit losses(593,858)(577,551)(477,373)
Cash and due from banks427,930 418,806 421,026 
Other assets4,863,028 4,950,547 4,972,181 
Unrealized losses on securities available for sale, net(143,779)(180,725)(170,145)
Total assets$62,106,945 $61,502,768 $61,518,639 
Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Savings, NOW and money market deposits$26,451,349 $203,390 3.08 %$26,345,983 $200,221 3.04 %$24,848,266 $231,597 3.73 %
Time deposits12,119,461 129,324 4.27 11,570,758 125,069 4.32 13,311,381 160,442 4.82 
Total interest bearing deposits38,570,810 332,714 3.45 37,916,741 325,290 3.43 38,159,647 392,039 4.11 
Short-term borrowings196,491 1,736 3.53 307,637 2,946 3.83 97,502 691 2.83 
Long-term borrowings (4)
3,146,434 38,154 4.85 3,006,331 36,411 4.84 3,319,195 39,051 4.71 
Total interest bearing liabilities41,913,735 372,604 3.56 41,230,709 364,647 3.54 41,576,344 431,781 4.15 
Non-interest bearing deposits11,336,314 11,222,562 11,223,562 
Other liabilities1,332,665 1,591,320 1,964,752 
Shareholders’ equity7,524,231 7,458,177 6,753,981 
Total liabilities and shareholders’ equity$62,106,945 $61,502,768 $61,518,639 
Net interest income/interest rate spread (5)
$433,675 2.04 %$421,378 1.99 %$402,984 1.73 %
Tax equivalent adjustment(1,267)(1,273)(1,299)
Net interest income, as reported$432,408 $420,105 $401,685 
Net interest margin (6)
3.01 %2.95 %2.83 %
Tax equivalent effect0.00 0.01 0.01 
Net interest margin on a fully tax equivalent basis (6)
3.01 %2.96 %2.84 %
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The following table reflects the components of net interest income for the six months ended June 30, 2025 and 2024:
Six Months Ended
June 30, 2025June 30, 2024
Average BalanceInterestAverage RateAverage BalanceInterestAverage Rate
($ in thousands)
Assets
Interest earning assets:
Loans (1)(2)
$48,844,823 $1,423,936 5.83 %$50,133,746 $1,542,564 6.15 %
Taxable investments (3)
7,226,565 142,254 3.94 5,237,040 89,426 3.42 
Tax-exempt investments (1)(3)
548,274 11,877 4.33 577,557 12,146 4.21 
Interest bearing deposits with banks604,824 14,236 4.71 747,531 20,584 5.51 
Total interest earning assets57,224,486 1,592,303 5.57 56,695,874 1,664,720 5.87 
Allowance for credit losses(585,749)(463,852)
Cash and due from banks423,393 430,101 
Other assets4,906,634 4,888,590 
Unrealized losses on securities available for sale, net(162,150)(162,959)
Total assets$61,806,614 $61,387,754 
Liabilities and shareholders’ equity
Interest bearing liabilities:
Savings, NOW and money market deposits$26,399,580 $403,611 3.06 %$24,820,859 $464,103 3.74 %
Time deposits11,846,625 254,393 4.29 12,955,388 311,507 4.81 
Total interest bearing deposits38,246,205 658,004 3.44 37,776,247 775,610 4.11 
Short-term borrowings251,757 4,682 3.72 817,690 21,303 5.21 
Long-term borrowings (4)
3,076,770 74,565 4.85 2,972,529 69,976 4.71 
Total interest bearing liabilities41,574,732 737,251 3.55 41,566,466 866,889 4.17 
Non-interest bearing deposits11,279,752 11,203,344 
Other liabilities1,460,735 1,878,106 
Shareholders’ equity7,491,395 6,739,838 
Total liabilities and shareholders’ equity$61,806,614 $61,387,754 
Net interest income/interest rate spread (5)
$855,052 2.02 %$797,831 1.70 %
Tax equivalent adjustment(2,539)(2,598)
Net interest income, as reported$852,513 $795,233 
Net interest margin (6)
2.98 %2.81 %
Tax equivalent effect0.01 — 
Net interest margin on a fully tax equivalent basis (6)
2.99 %2.81 %
_____________

(1)Interest income is presented on a tax equivalent basis using a 21 percent federal tax rate.
(2)Loans are stated net of unearned income and include non-accrual loans.
(3)The yield for securities that are classified as AFS is based on the average historical amortized cost.
(4)Includes junior subordinated debentures issued to capital trusts which are presented separately on the consolidated
statements of financial condition.
(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.

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The following table demonstrates the relative impact on net interest income of changes in the volume of interest earning assets and interest bearing liabilities and changes in rates earned and paid by Valley on such assets and liabilities. Variances resulting from a combination of changes in volume and rates are allocated to the categories in proportion to the absolute dollar amounts of the change in each category.
Change in Net Interest Income on a Tax Equivalent Basis
 Three Months Ended June 30, 2025
Compared to June 30, 2024		Six Months Ended June 30, 2025
Compared to June 30, 2024
 Change
Due to
Volume		Change
Due to
Rate		Total
Change		Change
Due to
Volume		Change
Due to
Rate		Total
Change
 (in thousands)
Interest Income:
Loans*$(15,021)$(35,661)$(50,682)$(38,974)$(79,654)$(118,628)
Taxable investments18,862 7,029 25,891 37,675 15,153 52,828 
Tax-exempt investments*(333)183 (150)(627)358 (269)
Federal funds sold and other interest bearing deposits(2,149)(1,396)(3,545)(3,605)(2,743)(6,348)
Total increase (decrease) in interest income
1,359 (29,845)(28,486)(5,531)(66,886)(72,417)
Interest Expense:
Savings, NOW and money market deposits14,237 (42,444)(28,207)28,127 (88,619)(60,492)
Time deposits(13,644)(17,474)(31,118)(25,393)(31,721)(57,114)
Short-term borrowings841 204 1,045 (11,759)(4,862)(16,621)
Long-term borrowings and junior subordinated debentures(2,072)1,175 (897)2,493 2,096 4,589 
Total decrease in interest expense
(638)(58,539)(59,177)(6,532)(123,106)(129,638)
Total increase in net interest income$1,997 $28,694 $30,691 $1,001 $56,220 $57,221 
*Interest income is presented on a tax equivalent basis using 21 percent as the federal tax rate.
Non-Interest Income
Non-interest income represented 12.6 percent and 11.3 percent of total net interest income plus non-interest income for the three months ended June 30, 2025 and 2024, respectively, and 12.4 percent of total interest income plus non-interest income for both the six months ended June 30, 2025 and 2024, respectively. For the three and six months ended June 30, 2025, non-interest income increased $11.4 million and $8.3 million, respectively, as compared to the same periods in 2024 mainly driven by increases in service charges on deposit accounts, capital markets income and bank owned life insurance income. See further details below.
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The following table presents the components of non-interest income for the three and six months ended June 30, 2025 and 2024:
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
 (in thousands)
Wealth management and trust fees$14,056 $13,136 $29,087 $31,066 
Insurance commissions3,430 3,958 6,832 6,209 
Capital markets9,767 7,779 16,707 13,449 
Service charges on deposit accounts14,705 11,212 27,431 22,461 
(Losses) gains on securities transactions, net(1)3 45 52 
Fees from loan servicing3,671 2,691 6,886 5,879 
Gains on sales of loans, net2,025 884 4,222 2,502 
Bank owned life insurance6,019 4,545 10,796 7,780 
Other8,932 7,005 18,892 23,230 
Total non-interest income$62,604 $51,213 $120,898 $112,628 
Wealth management and trust fee income decreased $2.0 million for the six months ended June 30, 2025 as compared to the same period in 2024 mainly due to brokerage fees. Brokerage fees decreased $1.8 million to $10.6 million for the six months ended June 30, 2025 as compared to the same period in 2024 due to lower customer trading volume at our broker dealer subsidiary.
Capital markets income increased $2.0 million and $3.3 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The increase for both periods was mostly due to fee growth from higher volumes of interest rate swap transactions related to commercial lending activities, as well as fees from foreign exchange and loan syndication transactions.
Service charges on deposit accounts increased $3.5 million and $5.0 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024 mainly due to additional treasury service related fees for commercial deposit accounts, partially offset by lower overdraft fees.
Bank owned life insurance income increased $1.5 million and $3.0 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024 due to higher returns on the underlying investment securities during the respective periods.
Other non-interest income increased $1.9 million and decreased $4.3 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The increase as compared to the
second quarter 2024 was mainly due to a $1.5 million increase in card fee income for three months ended June 30, 2025. The decrease for the six months ended June 30, 2025 was largely as a result of a $3.6 million net gain realized on the sale of our commercial premium finance lending business during the first quarter 2024.
Non-Interest Expense
Non-interest expense increased $6.6 million and $2.9 million for the three and six months ended June 30, 2025, respectively, as compared to the same quarter in 2024 mainly due to increases in salary and employee benefits expense, professional and legal fees, amortization of tax credit investments and net occupancy expense. See further details below.

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The following table presents the components of non-interest expense for the three and six months ended June 30, 2025 and 2024:
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2025202420252024
 (in thousands)
Salary and employee benefits expense$145,422 $140,815 $288,040 $282,646 
Net occupancy expense25,483 24,252 51,371 48,575 
Technology, furniture and equipment expense30,667 35,203 60,563 70,665 
FDIC insurance assessment12,192 14,446 25,059 32,682 
Amortization of other intangible assets7,427 8,568 15,446 17,980 
Professional and legal fees19,970 17,938 35,640 34,403 
Loss on extinguishment of debt922 — 922 — 
Amortization of tax credit investments9,134 5,791 18,454 11,353 
Other32,905 30,484 65,245 59,503 
Total non-interest expense$284,122 $277,497 $560,740 $557,807 
Salary and employee benefits expense increased $4.6 million and $5.4 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024 mainly due to annual salary merit increases, cash incentive compensation and increased medical related expenses, partially offset by lower stock-based compensation expense.
Net occupancy expense increased $1.2 million and $2.8 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024 mainly due to incremental increases in cleaning and maintenance, rent expense and depreciation expense.
Technology, furniture and equipment expense decreased $4.5 million and $10.1 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The decreases were mostly driven by a reduction in software licensing costs, as well as moderately lower depreciation and telecommunication related expenses.
FDIC insurance assessment expense decreased $2.3 million and $7.6 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods of 2024. The decreases were primarily due to additional estimated expenses of $1.4 million and $8.8 million recorded during the three and six months ended June 30, 2024, respectively, related to the FDIC special assessment.
Amortization of other intangibles decreased $1.1 million and $2.5 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024 mainly due to a decline in amortization expense related to core deposits and loan servicing rights.
Loss on extinguishment of debt totaling $922 thousand for both the three and six months ended June 30, 2025 related to the June 15, 2025 early redemption of $115 million of 5.25 percent subordinated notes issued in June 2020 which were due in June 2030.
Amortization of tax credit investments increased $3.3 million and $7.1 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024 mainly due to large purchases of tax-advantaged investments over the last twelve months. See Note 14 for more details regarding our tax credit investments.
Other non-interest expense increased $2.4 million and $5.7 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The increase for the three months ended June 30, 2025 was mainly due to the fair valuation write-down totaling $2.9 million related to one commercial real estate OREO
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property recorded during the second quarter 2025 and higher advertising expense. The increase for the six months ended June 30, 2025 was largely due to the aforementioned OREO related charge, a $2.9 million loss from the sale of one commercial real estate OREO property, as well as additional costs related to a loan credit risk transfer transaction, consisting of a credit default swap, executed in June 2024. The premium expense and other transaction costs associated with this credit protection totaled $1.8 million and $3.8 million for the three and six months ended June 30, 2025, respectively. The increases in both 2025 periods were partially offset by incremental increases in other expense categories.
Income Taxes
Income tax expense totaled $39.9 million for the second quarter 2025 as compared to $33.1 million for the first quarter 2025 and $22.9 million for the second quarter 2024. Our effective tax rate was 23.1 percent, 23.8 percent and 24.5 percent for the second quarter 2025, first quarter 2025 and second quarter 2024, respectively. The decrease in the effective tax rate as compared to the second quarter 2024 was primarily due to a higher level of investment in tax credits.
GAAP requires that any change in judgment or change in measurement of a tax position taken in a prior annual period be recognized as a discrete event in the quarter in which it occurs, rather than being recognized as a change in effective tax rate for the current year. Our adherence to these tax guidelines may result in volatile effective income tax rates in future quarterly and annual periods. Factors that could impact management’s judgment include changes in income, tax laws and regulations, and tax planning strategies.
On July 4, 2025, the OBBBA was signed into law. The OBBBA extends or reinstates certain provisions of the 2017 Tax Cuts and Jobs Act, includes tax relief measures, modifies certain energy tax credits and sets various limits on tax deductions, among other key provisions. We are currently evaluating the provisions of the OBBBA, but it is not expected to have a material impact on our consolidated financial statements. Based on the current information available, we anticipate that our effective tax rate will be approximately within the 23 to 25 percent range for the remainder of 2025.
Operating Segments
Valley manages its business operations under operating segments consisting of Consumer Banking and Commercial Banking. Activities not assigned to the operating segments are included in Treasury and Corporate Other. The accounting for each operating segment and Treasury and Corporate Other includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under GAAP. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to those of any other financial institution. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data. Certain prior period amounts have been reclassified to conform to the current presentation for each operating segment and Treasury and Corporate Other. See Note 15 to the consolidated financial statements for additional details.

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The following tables present the financial data for Valley's operating segments, and Treasury and Corporate Other for the three months ended June 30, 2025 and 2024:
 Three Months Ended June 30, 2025
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets
$10,428,625 $38,604,012 $8,520,987$57,553,624 
Interest income$130,616 $588,422 $85,974$805,012 
Interest expense68,915 248,524 55,165372,604 
Net interest income61,701 339,898 30,809432,408 
Provision for credit losses717 37,078 437,799 
Net interest income after provision for credit losses60,984 302,820 30,805394,609 
Non-interest income32,192 24,999 5,41362,604 
Non-interest expense
Salary and employee benefits expense32,294 99,173 13,955145,422 
Net occupancy expense4,772 16,960 3,75125,483 
Technology, furniture, and equipment expense6,266 20,469 3,93230,667 
FDIC insurance assessment2,650 9,542 —12,192 
Professional and legal fees3,344 14,191 2,43519,970 
Loss on extinguishment of debt— — 922 922 
Other segment items *12,021 17,337 20,10849,466 
Total non-interest expense$61,347 $177,672 $45,103 $284,122 
Income (loss) before income taxes$31,829 $150,147 $(8,885)$173,091 
Return on average interest earning assets (pre-tax)
1.22 %1.56 %(0.42)%1.20 %
Net interest margin2.37 %3.52 %1.45 %3.01 %
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 Three Months Ended June 30, 2024
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets
$9,836,298 $40,184,603 $6,752,049$56,772,950 
Interest income$118,537 $652,427 $62,502$833,466 
Interest expense74,780 305,635 51,366431,781 
Net interest income43,757 346,792 11,136401,685 
Provision (credit) for credit losses4,820 77,291 (41)82,070 
Net interest income after provision for credit losses38,937 269,501 11,177319,615 
Non-interest income31,568 16,494 3,15151,213 
Non-interest expense
Salary and employee benefits expense29,776 99,422 11,617140,815 
Net occupancy expense4,262 17,147 2,84324,252 
Technology, furniture, and equipment expense6,589 24,740 3,87435,203 
FDIC insurance assessment2,570 10,513 1,36314,446 
Professional and legal fees2,377 14,256 1,30517,938 
Other segment items *12,940 11,645 20,25844,843 
Total non-interest expense$58,514 $177,723 $41,260 $277,497 
Income (loss) before income taxes$11,991 $108,272 $(26,932)$93,331 
Return on average interest earning assets (pre-tax)
0.49 %1.08 %(1.60)%0.66 %
Net interest margin1.78 %3.45 %0.66 %2.83 %
*Other segment items include amortization of intangible assets, amortization of tax credit investments and other general operating expenses.
 
Consumer Banking Segment
The Consumer Banking segment represented 19.6 percent of our loan portfolio at June 30, 2025, and was mainly comprised of residential mortgage loans and automobile loans, and to a lesser extent, home equity loans, secured personal lines of credit and other consumer loans (including credit card loans). The duration of the residential mortgage loan portfolio (which represented 11.5 percent of our loan portfolio at June 30, 2025) is subject to movements in the market level of interest rates and forecasted prepayment speeds. The weighted average life of the automobile loans portfolio (which represented 4.4 percent of total loans at June 30, 2025) is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles. Consumer Banking also includes the Wealth Management and Insurance Services Division, comprised of asset management advisory, brokerage, trust, personal and title insurance, tax credit advisory services, and our international and domestic private banking businesses.
Consumer Banking’s average interest earning assets increased $592.3 million to $10.4 billion for the second quarter 2025 as compared to the same period of 2024. The increase was mostly due to strong growth in our automobile loan portfolio over the last 12-month period and, to a lesser extent, growth in residential mortgage and home equity loans. See additional details in the "Loan Portfolio" section of this MD&A.
Income before income taxes generated by the Consumer Banking segment increased $19.8 million to $31.8 million for the second quarter 2025 as compared to the second quarter 2024. The increase was mainly driven by a combination of higher net interest income and a lower provision for loan losses, partially offset by an increase in non-interest expense. Net interest income for this segment increased $17.9 million mainly due to the aforementioned growth in average loans coupled with lower funding costs. The provision for loan losses decreased $4.1 million for
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the second quarter 2025 as compared to the second quarter 2024 mainly due to moderately lower allocations of reserves to residential mortgage loans based on the continued high level of credit performance within this portfolio. Non-interest expense increased $2.8 million for the second quarter 2025 due, in part, to normal annual merit salary increases impacting salary and employee benefits expense year over year.
Net interest margin on the Consumer Banking portfolio increased 59 basis points to 2.37 percent for the second quarter 2025 as compared to the second quarter 2024 mainly due to a 19 basis point increase in the yield on average loans combined with a 40 basis point decrease in the costs associated with our funding sources. The 19 basis point increase in loan yield was largely due to higher yielding new loan originations over most of the last 12-month period. The decrease in our funding costs was mainly driven by lower interest rates on most deposit products during the second quarter 2025 and repayment of maturing higher cost time deposits over the last 12-month period. Our cost of total average deposits was 2.67 percent for the second quarter 2025 as compared to 3.18 percent for the second quarter 2024. See the “Net Interest Income” section above for more details on our net interest margin and funding sources.
Commercial Banking Segment
The Commercial Banking segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as fixed rate owner occupied and commercial real estate loans. Due to the portfolio’s interest rate characteristics, Commercial Banking is Valley’s operating segment that is most sensitive to movements in market interest rates. Commercial and industrial loans totaled approximately $10.9 billion and represented 22.0 percent of the total loan portfolio at June 30, 2025. Commercial real estate and construction loans totaled $28.8 billion and represented 58.4 percent of the total loan portfolio at June 30, 2025.
Average interest earning assets in the Commercial Banking segment decreased $1.6 billion to $38.6 billion for the second quarter 2025 as compared to the second quarter 2024. The decrease was mostly due to the bulk sales of certain performing commercial real estate loans during both late March 2024 and the fourth quarter 2024, as well as continued net commercial real estate loan repayment activity. See additional details in the "Loan Portfolio" section of this MD&A.
Income before income taxes for Commercial Banking increased $41.9 million to $150.1 million for the second quarter 2025 as compared to the same period of 2024 mainly due to a decrease in the provision for credit losses and higher non-interest income. The provision for credit losses decreased $40.2 million to $37.1 million as compared to the same period in 2024 mainly due to a decline in quantitative reserves within several loan categories and lower specific reserves associated with collateral dependent loans at June 30, 2025. See more information in the “Allowance for Credit Losses for Loans” section of this MD&A. Non-interest income increased $8.5 million during the second quarter 2025 mainly due to higher capital markets income and service charges on deposit accounts related to treasury services for commercial customers. See further details in the “Non-Interest Income” section of this MD&A. Net interest income for this segment decreased $6.9 million to $339.9 million for the second quarter 2025 as compared to the same period in 2024 largely due to a decrease in interest income caused by the aforementioned decline in average loan balances that was mostly offset by a decline in funding cost.
The net interest margin for this segment increased 7 basis points to 3.52 percent for the second quarter 2025 as compared to the second quarter 2024 due to a 46 basis point decrease in the cost of our funding sources, largely offset by a 39 basis point decrease in the yield on average loans.
Treasury and Corporate Other
Treasury and Corporate Other largely consists of the Treasury managed HTM debt securities and AFS debt securities portfolios mainly utilized for the liquidity management needs of our lending segments and income and expense items resulting from support functions not directly attributable to a specific segment. Interest income is generated through investments in various types of securities (mainly comprised of fixed rate securities) and interest-bearing deposits with other banks (primarily the Federal Reserve Bank of New York). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are
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allocated from Treasury and Corporate Other to operating segments. Other non-interest income items and general expenses are allocated from Treasury and Corporate Other to each operating segment utilizing a methodology that involves an allocation of operating and funding costs based on each segment's respective mix of average interest earning assets outstanding for the period, number of deposits, or direct allocations to the segments based on the nature of income and expense. Unallocated items included in Treasury and Corporate Other mainly consist of net gains and losses on AFS and HTM securities transactions, amortization of tax credit investments, as well as other non-core items, including loss on extinguishment of debt, corporate restructuring charges and the FDIC special assessment.
Treasury and Corporate Other's average interest earning assets increased $1.8 billion to $8.5 billion for the second quarter 2025 compared to the second quarter 2024 primarily due to an increase in average taxable investments largely resulting from additional purchases of residential mortgage-backed securities classified as AFS over the last 12-month period.
For the second quarter 2025, loss before income taxes totaled $8.9 million compared to $26.9 million of income before taxes for the same period in 2024. The $18.0 million decrease in the pre-tax loss from the second quarter 2024 was mainly driven by a $19.7 million increase in net interest income primarily resulting from the increase in average taxable investments. Non-interest expense increased $3.8 million to $45.1 million for the second quarter 2025 as compared to the same period in 2024 mainly due to increases in the amortization of tax credit investments and salaries and employee benefits expense. See further details in the “Non-Interest Expense” section of this MD&A.
Treasury and Corporate Other's net interest margin increased 79 basis points to 1.45 percent for the second quarter 2025 as compared to the second quarter 2024 due to a 34 basis point increase in the yield on average investments caused by the purchase of the higher yielding new investment securities over the last 12 months coupled with a 45 basis point decrease in the cost of our funding sources.
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The following tables present the financial data for Valley's operating segments and Treasury and Corporate Other for the six months ended June 30, 2025 and 2024:
 Six Months Ended June 30, 2025
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets $10,428,621 $38,416,202 $8,379,663$57,224,486 
Interest income$253,079 $1,168,318 $168,367$1,589,764 
Interest expense134,357 494,934 107,960737,251 
Net interest income118,722 673,384 60,407 852,513 
(Credit) provision for credit losses(8,016)108,486 (10)100,460 
Net interest income after provision for credit losses126,738 564,898 60,417 752,053 
Non-interest income66,546 44,001 10,351120,898 
Non-interest expense
Salary and employee benefits expense64,268 202,163 21,609288,040 
Net occupancy expense9,477 34,417 7,47751,371 
Technology, furniture, and equipment expense12,503 40,322 7,73860,563 
FDIC insurance assessment5,350 19,709 —25,059 
Professional and legal fees6,243 25,134 4,26335,640 
Loss on extinguishment of debt— — 922 922 
Other segment items *26,307 32,780 40,05899,145 
Total non-interest expense$124,148 $354,525 $82,067 $560,740 
Income (loss) before income taxes$69,136 $254,374 $(11,299)$312,211 
Return on average interest earning assets (pre-tax) 1.33 %1.32 %(0.27)%1.09 %
Net interest margin2.27 %3.50 %1.44 %2.98 %

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 Six Months Ended June 30, 2024
 Consumer
Banking		Commercial
Banking		Treasury and Corporate OtherTotal
 ($ in thousands)
Average interest earning assets$9,814,532 $40,319,214 $6,562,128$56,695,874 
Interest income$232,299 $1,310,218 $119,605$1,662,122 
Interest expense150,066 616,487 100,336866,889 
Net interest income82,233 693,731 19,269 795,233 
Provision (credit) for credit losses7,892 119,493 (115)127,270 
Net interest income after provision for credit losses74,341 574,238 19,384 667,963 
Non-interest income64,733 39,624 8,271112,628 
Non-interest expense
Salary and employee benefits expense58,434 201,280 22,932282,646 
Net occupancy expense8,530 34,510 5,53548,575 
Technology, furniture, and equipment expense13,126 50,004 7,53570,665 
FDIC insurance assessment4,684 19,242 8,75632,682 
Professional and legal fees5,204 26,337 2,86234,403 
Other segment items *25,531 24,848 38,45788,836 
Total non-interest expense$115,509 $356,221 $86,077 $557,807 
Income (loss) before income taxes$23,565 $257,641 $(58,422)$222,784 
Return on average interest earning assets (pre-tax)0.48 %1.28 %(1.78)%0.79 %
Net interest margin1.67 %3.44 %0.59 %2.80 %

Consumer Banking Segment
The Consumer Banking segment's average interest earning assets increased $614.1 million to $10.4 billion for the six months ended June 30, 2025 as compared to the same period in 2024. The increase was mostly due to strong growth in our automobile loan portfolio over the last 12-month period and, to a lesser extent, higher average residential mortgage and home equity loan balances. These increases were partially offset by a moderate decline in average other consumer loans mainly driven by lower secured personal lines of credit balances.
Income before income taxes generated by Consumer Banking increased $45.6 million to $69.1 million for the six months ended June 30, 2025 as compared to the same period in 2024 and was mainly attributable to an increase in net interest income combined with a lower provision for loan losses, partially offset by an increase in non-interest expense. Net interest income for this segment increased $36.5 million largely due to the aforementioned growth in average loans coupled with lower funding costs. The provision for loan losses decreased $15.9 million for the six months ended June 30, 2025 mainly due to lower quantitative reserves within the residential mortgage loan portfolio. Non-interest expense increased $8.6 million for the six months ended June 30, 2025 as compared to the same period in 2024 mostly due to increases in salaries and employee benefits and professional and legal fees. See further details in the “Non-Interest Expense” section of this MD&A.
Net interest margin on the Consumer Banking portfolio increased 60 basis points to 2.27 percent for the six months ended June 30, 2025 as compared to the same period in 2024 mainly due to a 48 basis point decrease in the costs associated with our funding sources coupled with 12 basis point increase in the yield on average loans. The decrease in our funding costs was mainly caused by lower interest rates on most deposit products during the six months ended June 30, 2025, as well as the maturity and repayment of higher cost time deposits. The 12 basis points increase in loan yield was largely due to higher yielding new loan originations and adjustable rate loans in our portfolio. See details in the “Net Interest Income” section above for more details on our net interest margin.
The return on average interest earning assets before income taxes for the Consumer Banking segment was 1.33 percent for the six months ended June 30, 2025 compared to 0.48 percent for the same period in 2024.
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Commercial Banking Segment
Average interest earning assets in the Commercial Banking segment decreased $1.9 billion to $38.4 billion for the six months ended June 30, 2025 as compared to the same period in 2024. This decrease was mostly due to the bulk sales of certain performing commercial real estate loans during both late March 2024 and the fourth quarter 2024, as well as continued commercial real estate loan repayment activity.
For the six months ended June 30, 2025, income before income taxes for Commercial Banking decreased $3.3 million to $254.4 million as compared to the same period in 2024 mainly driven by a decrease in net interest income, partially offset by a lower provision for loan losses and higher non-interest income. Net interest income for this segment decreased $20.3 million to $673.4 million for the six months ended June 30, 2025 as compared to the same period in 2024 primarily due to lower average loan balances in this segment. The provision for credit losses decreased $11.0 million to $108.5 million during the six months ended June 30, 2025 as compared to the same period in 2024 mainly due to declines in quantitative reserves in certain loan categories and lower specific reserves associated with collateral dependent loans at June 30, 2025. Non-interest income increased $4.4 million as compared to the same period in 2024 mostly due to growth in our capital markets income. See details in the “Allowance for Credit Losses for Loans” and “Non-Interest Income” sections of this MD&A.
The net interest margin for this segment increased 6 basis points to 3.50 percent for the six months ended June 30, 2025 as compared to the same period in 2024, mainly due to a 48 basis point decrease in the cost of our funding sources that was mostly offset by a 42 basis point decrease in the yield on average loans.
The return on average interest earning assets before income taxes for the commercial banking segment was 1.32 percent for the six months ended June 30, 2025 compared to 1.28 percent for the same period in 2024.
Treasury and Corporate Other
Treasury and Corporate Other's average interest earning assets increased $1.8 billion during the six months ended June 30, 2025 mainly due to an increase of approximately $2.0 billion in average investments, partially offset by a $142.7 million decline in average interest bearing cash held overnight. The increase in average investments was primarily due to additional purchases of residential mortgage-backed securities classified as AFS over the last 12-month period.
The loss before income taxes totaled $11.3 million for the six months ended June 30, 2025 as compared to $58.4 million for the same period in 2024. The $47.1 million decrease in pre-tax loss was mainly driven by an increase in net interest income and, to a lesser extent, a decline in non-interest expense. Net interest income increased $41.1 million as compared to the same period a year ago largely due to the additional interest income generated by higher average taxable investments. Non-interest expense decreased $4.0 million to $82.1 million for the six months ended June 30, 2025 as compared to the same period in 2024 largely due to a decrease in the FDIC insurance special assessment allocated to our Treasury activities, partially offset by higher OREO related expenses and amortization of tax credit investments. See further details in the “Non-Interest Expense” section of this MD&A.
Treasury and Corporate Other's net interest margin increased 85 basis points to 1.44 percent for the six months ended June 30, 2025 as compared to the same period in 2024 due to a 48 basis point decrease in cost of our funding sources coupled with a 37 basis point increase in the yield on average investments. The increase in the yield on average investments as compared to the same period in 2024 was largely driven by the purchases of new higher yielding investments.
ASSET/LIABILITY MANAGEMENT
Interest Rate Risk
Our success is largely dependent upon our ability to manage interest rate risk. Interest rate risk can be defined as the exposure of our interest rate sensitive assets and liabilities to the movement in interest rates. Our Asset/Liability
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Management Committee is responsible for managing such risks and establishing policies that monitor and coordinate our sources and uses of funds. Asset/Liability management is a continuous process due to the constant change in interest rate risk factors. In assessing the appropriate interest rate risk levels for us, management weighs the potential benefit of each risk management activity within the desired parameters of liquidity, capital levels and management’s tolerance for exposure to income fluctuations. Many of the actions undertaken by management utilize fair value analysis and attempt to achieve consistent accounting and economic benefits for financial assets and their related funding sources. We have predominantly focused on managing our interest rate risk by attempting to match the inherent risk and cash flows of financial assets and liabilities. Specifically, management employs multiple risk management activities, such as optimizing the level of new residential mortgage originations retained in our mortgage portfolio through increasing or decreasing loan sales in the secondary market, product pricing levels, the desired maturity levels for new originations, the composition levels of both our interest earning assets and interest bearing liabilities, as well as several other risk management activities.
We use a simulation model to analyze net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on various interest rate scenarios over a 12-month period. The model is based on the actual maturity and re-pricing characteristics of rate sensitive assets and liabilities. The model incorporates certain assumptions which management believes to be reasonable regarding the impact of changing interest rates, non-maturity deposit betas, and the prepayment assumptions of certain assets and liabilities as of June 30, 2025. The model assumes immediate changes in interest rates without any proactive change in the composition or size of the balance sheet, or other future actions that management might undertake to mitigate this risk. In the model, the forecasted shape of the yield curve remains static as of June 30, 2025. The impact of interest rate derivatives, such as interest rate swaps, is also included in the model.
Our simulation model is based on market interest rates and prepayment speeds prevalent in the market as of June 30, 2025. Although the size of Valley’s balance sheet is forecast to remain static as of June 30, 2025, in our model, the composition is adjusted to reflect new interest earning assets and funding originations coupled with rate spreads utilizing our actual originations during the second quarter 2025. The model utilizes an immediate parallel shift in market interest rates at June 30, 2025.
The assumptions used in the net interest income simulation are inherently uncertain. Actual results may differ significantly from those presented in the table below, due to the frequency and timing of changes in interest rates and changes in spreads between maturity and re-pricing categories. Overall, our net interest income is affected by changes in interest rates and cash flows from our loan and investment portfolios. We actively manage these cash flows in conjunction with our liability mix, duration, and interest rates to optimize the net interest income, while structuring the balance sheet in response to actual or potential changes in interest rates. Additionally, our net interest income is impacted by the level of competition within our marketplace. Competition can negatively impact the level of interest rates attainable on loans and increase the cost of deposits, which may result in downward pressure on our net interest margin in future periods. Other factors, including, but not limited to, the slope of the yield curve and projected cash flows will impact our net interest income results and may increase or decrease the level of asset sensitivity of our balance sheet.
Convexity is a measure of how the duration of a financial instrument changes as market interest rates change. Potential movements in the convexity of bonds held in our investment portfolio, as well as the duration of the loan portfolio may have a positive or negative impact on our net interest income in varying interest rate environments. As a result, the increase or decrease in forecast net interest income may not have a linear relationship to the results reflected in the table below. Management cannot provide any assurance about the actual effect of changes in interest rates on our net interest income.
The following table reflects management’s expectations of the change in our net interest income over the next 12- month period considering the aforementioned assumptions. While an instantaneous and severe shift in interest rates was used in this simulation model, we believe that any actual shift in interest rates would likely be more gradual and would therefore have a more modest impact than shown in the table below.
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 Estimated Change in
Future Net Interest Income
Changes in Interest RatesDollar
Change		Percentage
Change
(in basis points)($ in thousands)
+300$98,063 5.31 %
+20067,211 3.64 
+10034,227 1.85 
–100(38,620)(2.09)
–200(82,559)(4.47)
–300(118,377)(6.41)
As noted in the table above, a 100 basis point immediate decrease in interest rates combined with a static balance sheet where the size, mix, and proportions of assets and liabilities remain unchanged, is projected to decrease net interest income over the next 12-month period by 2.09 percent. Management believes the interest rate sensitivity of our balance sheet remains within an expected tolerance range at June 30, 2025. However, the level of net interest income sensitivity may increase or decrease in the future as a result of several factors, including potential changes in our balance sheet strategies, the slope of the yield curve and projected cash flows.
Liquidity and Cash Requirements
Bank Liquidity
Liquidity measures Valley's ability to satisfy its current and future cash flow needs. Our objective is to have liquidity available to fulfill loan demands, repay deposits and other liabilities, and execute balance sheet strategies in all market conditions while adhering to internal controls and income targets. Valley's liquidity program is managed by the Treasury Department and routinely monitored by the Asset and Liability Management Committee and Board Risk Committee. Among other actions, the Treasury Department actively monitors Valley's current liquidity profile, sources and stability of funding, availability of assets for pledging or sale, opportunities to gather additional funds, and anticipated future funding needs, including the level of unfunded commitments.
The Bank adheres to certain internal liquidity measures including ratios of loans to deposits below 110 percent and wholesale funding to total funding below 25 percent, as summarized in the table below. Management maintains flexibility to temporarily exceed these internal limits in certain operating environments, but also strives to outperform these limits when possible. The Bank was in compliance with the foregoing policies at June 30, 2025.
The following table presents Valley's loans to deposits and wholesale funding to total funding ratios at June 30, 2025 and December 31, 2024:
June 30,
2025		December 31,
2024
Loans to deposits97.4 %97.5 %
Wholesale funding to total funding18.0 18.7 
Valley's short and long-term cash requirements include contractual obligations under borrowings, deposits, payments related to leases, capital expenditures and other purchase commitments. In the ordinary course of operations, the Bank also enters into various financial obligations, including contractual obligations that may require future cash payments. Management believes the Bank has the ability to generate and obtain adequate amounts of cash to meet its short-term and long-term obligations as they come due by utilizing various cash resources described below.
On the asset side of the balance sheet, the Bank has numerous sources of liquid funds in the form of cash and due from banks, interest bearing deposits with banks (including the FRB of New York) and other sources. The following
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table summarizes Valley's sources of liquid assets:
June 30,
2025		December 31,
2024
(in thousands)
Cash and due from banks$440,870 $411,412 
Interest bearing deposits with banks745,547 1,478,713 
Held to maturity debt securities (1)
245,067 220,056 
Available for sale debt securities (2)
3,896,205 3,369,724 
Loans held for sale28,096 25,681 
Total liquid assets$5,355,785 $5,505,586 
(1)     Represents securities that are maturing within 90 days or would otherwise qualify as maturities if sold (i.e., 85 percent of original cost basis has been repaid) within the held to maturity debt security portfolio.
(2)     Includes approximately $1.0 billion and $1.8 billion of various investment securities that were pledged to counterparties to support our earning asset funding strategies at June 30, 2025 and December 31, 2024, respectively.
Total liquid assets represented 9.3 percent and 9.6 percent of interest earning assets at June 30, 2025 and December 31, 2024, respectively. The level of cash liquidity on the balance sheet (as shown in the table above) decreased from December 31, 2024 to a more normalized level at June 30, 2025 as part of our liquidity management efforts, including, but not limited to, the repayment of maturing higher cost indirect customer CDs during the first quarter 2025.
Other sources of funds on the asset side are derived from scheduled loan payments of principal and interest, as well as prepayments received. At June 30, 2025, estimated cash inflows from total loans are projected to be approximately $16.1 billion over the next 12-month period. As a contingency plan for any liquidity constraints, liquidity could also be derived from the sale of conforming residential mortgages from our loan portfolio or alleviated from the temporary curtailment of lending activities. We anticipate the receipt of approximately $1.8 billion in principal payments from securities in the total investment portfolio at June 30, 2025 over the next 12-month period due to normally scheduled principal repayments and expected prepayments of certain securities, primarily residential mortgage-backed securities.
On the liability side of the balance sheet, we utilize multiple sources of funds to meet liquidity needs, including commercial and consumer deposits, fully FDIC-insured indirect customer deposits, collateralized municipal deposits, and short-term and long-term borrowings. Our core deposit base, which generally excludes all fully insured indirect customer deposits, as well as retail certificates of deposit over $250 thousand, represents the largest of these sources. Average core deposits totaled approximately $41.5 billion and $39.1 billion for the six months ended June 30, 2025 and for the year ended December 31, 2024, respectively, representing 72.6 percent and 68.3 percent of average interest earning assets for the respective periods. The level of interest bearing deposits is affected by interest rates offered, which is often influenced by our need for funds, rates prevailing in the capital markets, competition, and the need to manage interest rate risk sensitivity.
In addition to customer deposits, the Bank has access to readily available borrowing sources to supplement its current and projected funding needs. The following table presents short-term borrowings outstanding at June 30, 2025 and December 31, 2024:
June 30, 2025December 31, 2024
 (in thousands)
FHLB advances$100,000 $— 
Securities sold under agreements to repurchase62,244 72,718 
Total short-term borrowings$162,244 $72,718 
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The following table summarizes the Bank's estimated unused available non-deposit borrowing capacities at June 30, 2025 and December 31, 2024:
June 30, 2025December 31, 2024
(in thousands)
FHLB borrowing capacity*$5,800,000 $5,853,596 
Unused FRB discount window*10,443,000 11,509,000 
Unused federal funds lines available from commercial banks1,610,000 2,140,000 
Unencumbered investment securities4,759,842 3,415,834 
Total$22,612,842 $22,918,430 
*     Used and unused FHLB and FRB borrowings are collateralized by certain pledged securities, including but not limited to U.S. government and agency mortgage-backed securities and blanket qualifying first lien on certain real estate and residential mortgage secured loans.
Corporation Liquidity
Valley’s recurring cash requirements primarily consist of dividends to preferred and common shareholders and interest expense on subordinated notes and junior subordinated debentures issued to capital trusts. As part of our ongoing asset/liability management strategies, Valley could also use cash to repurchase shares of its outstanding common stock under its share repurchase program or redeem its callable junior subordinated debentures and subordinated notes (similar to its redemption of $215 million of subordinated notes in June 2025). Valley's cash needs are routinely satisfied by dividends collected from the Bank. Projected cash flows from the Bank are expected to be adequate to pay preferred and common dividends, if declared, and interest expense payable to subordinated note holders and capital trusts, given the current capital levels and current profitable operations of the Bank. In addition to dividends received from the Bank, Valley can satisfy its cash requirements by utilizing its own cash and potential new funds borrowed from outside sources or capital issuances. Valley also has the right to defer interest payments on the junior subordinated debentures, and therefore distributions on its trust preferred securities for consecutive quarterly periods of up to five years, but not beyond the stated maturity dates, and subject to other conditions.
Investment Securities Portfolio
As of June 30, 2025, we had $77.4 million, $3.9 billion and $3.5 billion in equity, AFS debt and HTM debt securities, respectively. The AFS and HTM debt securities portfolios, which comprise the majority of the securities we own, include: U.S. Treasury securities, U.S. government agency securities, tax-exempt and taxable issuances of states and political subdivisions, residential mortgage-backed securities, single-issuer trust preferred securities principally issued by bank holding companies and high quality corporate bonds. Among other securities, our AFS debt securities include securities such as bank issued and other corporate bonds, as well as municipal special revenue bonds, which may pose a higher risk of future impairment charges to us as a result of the uncertain economic environment and its potential negative effect on the future performance of the security issuers. The equity securities consist of two publicly traded mutual funds, CRA investments and several other equity investments that we have made in companies that develop new financial technologies and in partnerships that invest in such companies. Our CRA and other equity investments are a mix of both publicly traded entities and privately held entities.
The primary purpose of our AFS and HTM investment portfolios is to provide a source of earnings and liquidity, as well as serve as a tool for managing interest rate risk. The decision to purchase or sell securities is based upon the current assessment of long and short-term economic and financial conditions, including the interest rate environment and other components of statement of financial condition. See additional information under “Interest Rate Risk,” “Liquidity and Cash Requirements” and “Capital Adequacy” sections elsewhere in this MD&A.
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We continually evaluate our investment securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, and the level of interest rate risk to which we are exposed. These evaluations may cause us to change the level of funds we deploy into investment securities, change the composition of our investment securities portfolio, and change the proportion of investments primarily made into the AFS and HTM debt securities portfolios.
Allowance for Credit Losses and Impairment Analysis
Available for sale debt securities. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. In assessing whether a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value is less than the amortized cost basis. Declines in fair value that have not been recorded through an allowance for credit losses, such as declines due to changes in market interest rates, are recorded through other comprehensive income, net of applicable taxes.
We have evaluated all AFS debt securities that are in an unrealized loss position as of June 30, 2025 and December 31, 2024 and determined that the declines in fair value were mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors. There was no impairment recognized within the AFS debt securities portfolio during the three and six months ended June 30, 2025 and June 30, 2024.
Valley does not intend to sell any of its AFS debt securities in an unrealized loss position prior to recovery of our amortized cost basis, and we believe it is more likely than not that Valley will not be required to sell any of its securities prior to recovery of our amortized cost basis. None of the AFS debt securities were past due as of June 30, 2025 and there was no allowance for credit losses for AFS debt securities at June 30, 2025 and December 31, 2024.
Held to maturity debt securities. Valley estimates the expected credit losses on HTM debt securities that have loss expectations using a discounted cash flow model developed by a third party. Valley has a zero-loss expectation for certain securities within the HTM portfolio, including U.S. Treasury securities, U.S. agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds. To measure the expected credit losses on HTM debt securities that have loss expectations, we utilize a third- party discounted cash flow model. The assumptions used in the model for pools of securities with common risk characteristics include the historical lifetime probability of default and severity of loss in the event of default, with the model incorporating several economic cycles of loss history data to calculate expected credit losses given default at the individual security level. HTM debt securities were carried net of an allowance for credit losses totaling approximately $637 thousand and $647 thousand at June 30, 2025 and December 31, 2024, respectively. There were no net charge-offs of HTM debt securities during the three and six months ended June 30, 2025 and June 30, 2024.
Investment grades. The investment grades in the table below reflect the most current independent analysis performed by third parties of each security as of the date presented and not necessarily the investment grades at the date of our purchase of the securities. For many securities, the rating agencies may not have performed an independent analysis of the tranches owned by us, but rather an analysis of the entire investment pool. For this and other reasons, we believe the assigned investment grades may not accurately reflect the actual credit quality of each security and should not be viewed in isolation as a measure of the quality of our investment portfolio.
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The following table presents the available for sale and held to maturity debt investment securities portfolios by investment grades at June 30, 2025:
 June 30, 2025
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair Value
(in thousands)
Available for sale investment grades: *
AAA/AA/A Rated$3,792,853 $25,480 $(149,676)$3,668,657 
BBB Rated100,455 121 (1,570)99,006 
Non-investment grade2,355 — (230)2,125 
Not rated134,434 369 (8,386)126,417 
Total$4,030,097 $25,970 $(159,862)$3,896,205 
Held to maturity investment grades: *
AAA/AA/A Rated$3,358,594 $6,749 $(439,206)$2,926,137 
BBB Rated6,000 — (116)5,884 
Not rated166,967 2 (10,589)156,380 
Total$3,531,561 $6,751 $(449,911)$3,088,401 
Allowance for credit losses637 — — 637 
Total, net of allowance for credit losses$3,530,924 $6,751 $(449,911)$3,087,764 
*    Rated using external rating agencies. Ratings categories include entire range. For example, “A Rated” includes A+, A, and A-. Split rated securities with two ratings are categorized at the higher of the rating levels.
The unrealized losses in the AAA/AA/A rated categories of both the AFS and HTM debt securities portfolios (in the above table) were largely related to residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac and continue to be driven by the higher market interest rate environment. The investment securities AFS and HTM portfolios included investments with carrying values of $126.4 million and $167.0 million, respectively, at June 30, 2025 not rated by the rating agencies with aggregate unrealized losses of $8.4 million and $10.6 million, respectively. The unrealized losses within non-rated AFS debt securities mostly related to several large corporate bonds negatively impacted by rising interest rates and not changes in underlying credit. The unrealized losses within non-rated HTM debt securities included four single-issuer bank trust preferred issuances with a combined amortized cost of $36.1 million with $6.4 million gross unrealized losses and several corporate debt securities that were negatively impacted by rising interest rates, and not changes in their underlying credit.
See Note 6 to the consolidated financial statements for additional information regarding our investment securities portfolio.
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Loan Portfolio
The following table reflects the composition of the loan portfolio as of the dates presented:
June 30,
2025		March 31,
2025		December 31,
2024
 ($ in thousands)
Loans
Commercial and industrial$10,870,036$10,150,205$9,931,400
Commercial real estate:
Non-owner occupied 11,747,49111,945,22212,344,355
Multifamily (1)
8,434,1738,420,3858,299,250
Owner occupied 5,789,3975,722,0145,886,620
Total25,971,06126,087,62126,530,225
Construction2,854,8593,026,9353,114,733
Total commercial real estate28,825,92029,114,55629,644,958
Residential mortgage5,709,9715,636,4075,632,516
Consumer:
Home equity634,553602,161604,433
Automobile2,178,8412,041,2271,901,065
Other consumer1,172,0991,112,5721,085,339
Total consumer loans3,985,4933,755,9603,590,837
Total loans (2)
$49,391,420$48,657,128$48,799,711
As a percentage of total loans:
Commercial and industrial22.0 %20.9 %20.4 %
Commercial real estate:
Non-owner occupied23.8 24.5 25.2 
Multifamily17.1 17.3 17.0 
Owner occupied11.7 11.8 12.1 
Construction5.8 6.2 6.4 
Total commercial real estate58.4 59.8 60.7 
Residential mortgage11.5 11.6 11.5 
Consumer loans8.1 7.7 7.4 
Total100.0 %100.0 %100.0 %
(1)
Includes loans collateralized by properties that are greater than 50 percent rent regulated totaling approximately $606 million, $577 million and $553 million at June 30, 2025, March 31, 2025 and December 31, 2024, respectively.
(2)
Includes net unearned discount and deferred loan fees of $21.5 million, $30.1 million and $45.3 million at June 30, 2025, March 31, 2025 and December 31, 2024, respectively.
Total loans increased $734.3 million, or 6.0 percent on an annualized basis, to $49.4 billion at June 30, 2025 from March 31, 2025 mostly due to organic growth within commercial and industrial loans and, to a lesser extent, automobile and residential mortgage loans during the second quarter 2025. Loans held for sale are presented separately from total loans on the consolidated statements of financial condition and totaled $28.1 million and $27.4 million at June 30, 2025 and March 31, 2025, respectively.
Commercial and industrial loans grew by $719.8 million, or 28.4 percent on an annualized basis, to $10.9 billion at June 30, 2025 from March 31, 2025 largely due to our continued strategic focus on organic growth within this category. New loan volumes continue to be a diverse range of relationship-driven middle market businesses in our primary markets combined with growth from certain specialty nationwide business lines, including healthcare and capital-call facilities in the fund finance market.
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Commercial real estate loans (excluding construction loans) decreased $116.6 million to $26.0 billion at June 30, 2025 from March 31, 2025. The decrease was largely driven by runoff from repayment activity and our efforts to focus new loan originations on more profitable holistic banking clients. As a result, our CRE loan concentration ratio declined to approximately 349 percent at June 30, 2025 from 353 percent at March 31, 2025. Our current balance sheet goal is a continued gradual reduction of the CRE concentration ratio and maintain the ratio below 350 percent through December 31, 2025. Overall, commercial real estate loans are well-diversified across our footprint areas in Florida, Alabama, New Jersey, New York and Manhattan with a combined weighted average loan to value ratio of 58 percent and debt service coverage ratio of 1.67 at June 30, 2025. Commercial real estate collateralized by office buildings totaled approximately $3.0 billion at June 30, 2025 and was relatively unchanged from March 31, 2025. Our loans collateralized by office buildings had a combined weighted average loan to value rate of 63 percent and debt service coverage ratio of 1.85 at June 30, 2025.
Construction loans decreased $172.1 million to $2.9 billion at June 30, 2025 from March 31, 2025 mainly due to the migration of completed projects to permanent financing within the multifamily loan category during the second quarter 2025.
Residential mortgage loans increased $73.6 million to $5.7 billion at June 30, 2025 from March 31, 2025 as new loan originations outpaced repayment activity. New and refinanced residential mortgage loan originations totaled $204.1 million for the second quarter 2025 as compared to $132.8 million and $135.4 million for the first quarter 2025 and second quarter 2024, respectively. We retained approximately 78.9 percent and 71.8 percent of the total residential mortgage originations in our held for investment loan portfolio during the second quarter 2025 and first quarter 2025, respectively.
Consumer loans increased $229.5 million, or 24.4 percent on an annualized basis, to $4.0 billion at June 30, 2025 as compared to March 31, 2025. Within this portfolio, automobile loans increased by $137.6 million, or 27.0 percent on an annualized basis, to $2.2 billion at June 30, 2025 as compared to March 31, 2025 mainly due to (i) continued efforts to expand our indirect auto dealer network within our market areas, (ii) strong consumer demand generated by our indirect auto dealer network, particularly in April 2025 due to initial tariff pricing fears, and (iii) low levels of prepayment activity within the portfolio during the second quarter 2025. Home equity loans increased $32.4 million from March 31, 2025 to June 30, 2025 mostly due to an uptick in new lines of credit and outstanding balances. Auto loan originations totaled $384.9 million for the second quarter 2025 as compared to $375.5 million for the first quarter 2025. Other consumer loans increased $59.5 million to $1.2 billion at June 30, 2025 as compared to March 31, 2025 primarily due primarily to increased usage of collateralized personal lines of credit.
A significant part of our lending is in northern and central New Jersey, New York City, Long Island and Florida. To mitigate our geographic risks, we make efforts to maintain a diversified portfolio as to type of borrower and loan to guard against a potential downward turn in any one economic sector.
We continue to proactively diversify our loan portfolio by reducing new originations of certain types of commercial real estate lending, such as non-owner occupied and multifamily loans through highly selective new loan origination. We also remain significantly focused on attracting a high quality customer relationships within the commercial and industrial loan portfolio. In Valley's Annual Report, we provided guidance that we anticipated loan growth for 2025, net of continued runoff from scheduled maturities of commercial real estate non-owner occupied and multifamily loans, in the range of 3 to 5 percent as compared to total loans of $48.8 billion at December 31, 2024. Based upon our current projections, we now expect total loan growth for 2025 to be approximately 3 percent due to the current level of competition for high quality commercial loan relationships, customer demand and other factors. However, there can be no assurance that we will achieve such growth levels given the potential for unforeseen changes in the market and other conditions detailed in our risk factors set forth under Item 1A. Risk Factors of Valley's Annual Report.


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Non-performing Assets
NPAs include non-accrual loans, OREO, and other repossessed assets (which consist of automobiles and taxi medallions) at June 30, 2025. Loans are generally placed on non-accrual status when they become past due in excess of 90 days as to payment of principal or interest and/or the full and timely collection of principal and interest becomes uncertain. Exceptions to the non-accrual policy may be permitted if the loan is sufficiently collateralized and in the process of collection. OREO is acquired through foreclosure on loans secured by land or real estate. OREO and other repossessed assets are reported at lower of cost or fair value, less estimated cost to sell.
Our NPAs increased $4.6 million to $360.8 million at June 30, 2025 as compared to March 31, 2025 mainly due to increases in non-accrual commercial real estate loans and residential mortgage loans, largely offset by a decrease in non-accrual commercial and industrial loans and lower OREO balances at June 30, 2025. NPAs as a percentage of total loans and NPAs totaled 0.73 percent at June 30, 2025 and remained unchanged from March 31, 2025 (as shown in the table below). We believe our total NPAs have continued to remain relatively low as a percentage of the total loan portfolio and NPAs, which is reflective of our consistent approach to the loan underwriting criteria for both Valley originated loans and loans purchased from third parties. For additional details, see the “Credit quality indicators” section in Note 7 to the consolidated financial statements.
Our lending strategy is based on underwriting standards designed to maintain high credit quality, and we remain optimistic regarding the overall future performance of our loan portfolio. During the six months ended June 30, 2025, the majority of our borrowers continued to demonstrate resilience despite the impact of elevated borrowing costs, inflation, labor costs and other factors. We continue to proactively monitor our commercial loans for potential negative trends/borrower weakness due to the current operating environment, including the potential negative impact of current and future tariff actions, and internally risk rate them accordingly. Based on our most recent portfolio review, we believe that we have relatively modest direct exposure to customer businesses most influenced by changing tariff policies. However, management cannot provide assurance that the NPAs will not increase from the levels reported at June 30, 2025 due to the aforementioned or other factors potentially impacting our lending customers.
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The following table sets forth by loan category accruing past due and NPAs at the dates indicated in conjunction with our asset quality ratios: 
June 30,
2025		March 31,
2025		December 31,
2024
 ($ in thousands)
Accruing past due loans:
30 to 59 days past due:
Commercial and industrial$10,451 $3,609 $2,389 
Commercial real estate42,884 170 20,902 
Construction35,000 — — 
Residential mortgage21,744 16,747 21,295 
Total consumer12,878 12,887 12,552 
Total 30 to 59 days past due122,957 33,413 57,138 
60 to 89 days past due:
Commercial and industrial1,095 420 1,007 
Commercial real estate60,601 — 24,903 
Residential mortgage7,627 7,700 5,773 
Total consumer4,001 2,408 4,484 
Total 60 to 89 days past due73,324 10,528 36,167 
90 or more days past due:
Commercial and industrial— — 1,307 
Residential mortgage2,062 6,892 3,533 
Total consumer859 864 1,049 
Total 90 or more days past due2,921 7,756 5,889 
Total accruing past due loans$199,202 $51,697 $99,194 
Non-accrual loans:
Commercial and industrial$90,973 $110,146 $136,675 
Commercial real estate193,604 172,011 157,231 
Construction24,068 24,275 24,591 
Residential mortgage41,099 35,393 36,786 
Total consumer4,615 4,626 4,215 
Total non-accrual loans354,359 346,451 359,498 
Other real estate owned (OREO)4,783 7,714 12,150 
Other repossessed assets1,642 2,054 1,681 
Total non-performing assets (NPAs)$360,784 $356,219 $373,329 
Total non-accrual loans as a % of loans0.72 %0.71 %0.74 %
Total NPAs as a % of loans and NPAs0.73 0.73 0.76 
Total accruing past due and non-accrual loans as a % of loans
1.12 0.82 0.94 
Allowance for loan losses as a % of non-accrual loans
163.53 166.89 155.45 
Loans 30 to 59 days past due increased $89.5 million to $123.0 million at June 30, 2025 as compared to March 31, 2025 due, in large part, to one $39.2 million commercial real estate loan and one $35.0 million construction loan included in this early stage delinquency category at June 30, 2025. The $39.2 million commercial real estate loan 30 to 59 days past due was subsequently paid in full by the borrower in July 2025.
Loans 60 to 89 days past due increased $62.8 million to $73.3 million at June 30, 2025 as compared to March 31, 2025 mainly due to a $60.6 million commercial real estate loan. This past due loan was subsequently modified and was brought current to its restructured terms in July 2025.
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Loans 90 days or more past due and still accruing interest decreased $4.8 million to $2.9 million at June 30, 2025 as compared to March 31, 2025 mainly due to a decrease in residential mortgage loan delinquencies. All loans 90 days or more past due and still accruing interest are well-secured and in the process of collection.
Non-accrual loans increased $7.9 million to $354.4 million at June 30, 2025 as compared to $346.5 million at March 31, 2025 mainly because of a net increase in non-performing commercial real estate loans during the second quarter 2025, which was partially offset by a decline in non-performing commercial and industrial loans. Non-accrual commercial and industrial loans decreased largely due to the full charge-offs of four loan relationships totaling $17.4 million during the second quarter 2025.
Non-performing taxi medallion loans included in non-accrual commercial and industrial loans totaled $48.6 million at June 30, 2025 and had related reserves of $25.4 million, or 52.2 percent of such loans, within the allowance for loan losses as compared to $49.2 million of loans with related reserves of $25.6 million at March 31, 2025. Further potential declines in the market valuation of taxi medallions and the current operating environment mainly within New York City may negatively impact the performance of this portfolio.
OREO decreased $2.9 million to $4.8 million at June 30, 2025 from March 31, 2025 mostly due to the fair valuation write-down related to one commercial real estate property recorded during the second quarter 2025. See Note 7 to the consolidated financial statements for additional information.
Although the timing of collection is uncertain, management believes that the majority of the non-accrual loans at June 30, 2025 are well secured and largely collectable, based in part on our quarterly review of collateral dependent loans and the valuation of the underlying collateral, if applicable. Any estimated shortfall in the net realizable value for collateral dependent loans is charged-off when a loan is 90 or 120 days past due or sooner if it is probable that a loan may not be fully collectable. For performing non-accrual loans, the collateral valuation shortfall may result in an allocation of specific reserves within our allowance for credit losses for loans.
Allowance for Credit Losses for Loans
The ACL for loans includes the allowance for loan losses and the reserve for unfunded credit commitments. Under CECL, our methodology to establish the allowance for loan losses has two basic components: (i) a collective reserve component for estimated expected credit losses for pools of loans that share common risk characteristics and (ii) an individually evaluated reserve component for loans that do not share risk characteristics, consisting of collateral dependent loans. Valley also maintains a separate allowance for unfunded credit commitments mainly consisting of undisbursed non-cancellable lines of credit, new loan commitments and commercial standby letters of credit.
Valley estimates the collective ACL using a current expected credit losses methodology which is based on relevant information about historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the loan balances. In estimating the component of the allowance on a collective basis, we use a transition matrix model which calculates an expected life of loan loss percentage for each loan pool by using probability of default and loss given default metrics. The probability of default and loss given default metrics are adjusted using a scaling factor to incorporate a full economic cycle.
The expected life of loan loss percentages are determined by analyzing the migration of loans within the commercial and industrial loan categories from performing to loss by credit quality rating or delinquency categories using historical life-of-loan data for each loan portfolio pool, and by assessing the severity of loss based on the aggregate net lifetime losses incurred. The expected credit losses based on loss history are adjusted for qualitative factors. Among other things, these adjustments include and account for differences in: (i) the impact of the reasonable and supportable economic forecast, relative probability weightings and economic variables under each scenario and reversion period, (ii) other asset specific risks to the extent that they do not exist in the historical loss information, and (iii) net expected recoveries of charged-off loan balances. These adjustments are based on qualitative factors not reflected in the transition matrix but are likely to impact the measurement of estimated credit losses. The expected lifetime loss rate is the life of loan loss percentage from the transition matrix model plus the
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impact of the adjustments for qualitative factors. The expected credit losses are the product of multiplying the model’s expected lifetime loss rate by the exposure at default at period end on an undiscounted basis.
Valley utilizes a two-year reasonable and supportable forecast period followed by a one-year period over which estimated losses revert to historical loss experience on a straight-line basis for the remaining life of the loan. The forecast consists of multi-scenario economic forecasts to estimate future credit losses and are governed by a cross-functional committee. The committee meets each quarter to determine which economic scenarios developed by Moody's will be incorporated into the model, as well as the relative probability weightings of the selected scenarios, based upon all readily available information. The model projects economic variables under each scenario based on detailed statistical analyses. We have identified and selected key variables that most closely correlated to our historical credit performance, which include GDP, unemployment and the Case-Shiller Home Price Index.
Valley maintained the majority of its probability weighting used in the economic forecast to the Moody’s Baseline scenario with less emphasis on the S-3 downside and S-1 upside scenarios. The probability weightings were unchanged from March 31, 2025. At June 30, 2025, the standalone Moody's Baseline scenario reflected a moderately weaker outlook as compared to March 31, 2025 in terms of most metrics highlighted below.
At June 30, 2025, Moody's Baseline forecast included the following specific assumptions:
•GDP expansion of 0.6 percent in the third quarter 2025;
•Unemployment of 4.3 percent in the third quarter 2025 and 4.3 percent to 4.8 percent over the remainder of the forecast period ending in the second quarter 2027;
•The target federal funds rate range of 4.25 - 4.50 percent was unchanged from March 31, 2025 with two possible 25 basis point cuts in September and December 2025;
•The inflation rate is projected to grow during the remainder of 2025 through the second quarter 2026 from 2.7 percent in June 30, 2025 and decline to near 2.0 percent in early 2027; and
•A decline in business investment due to deceleration in GDP and the potential negative impact of tariffs and other uncertainty related to ongoing international trade matters.
See more details regarding our allowance for credit losses for loans in Note 7 to the consolidated financial statements.




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The table below summarizes the relationship among loans, loans charged-off, loan recoveries, the provision for credit losses and the allowance for credit losses for loans for the periods indicated:
 Three Months EndedSix Months Ended
June 30,
2025		March 31,
2025		June 30,
2024		June 30,
2025		June 30,
2024
 ($ in thousands)
Allowance for credit losses for loans
Beginning balance$594,054$573,328$487,269$573,328$465,550
Loans charged-off:
Commercial and industrial(25,189)(28,456)(14,721)(53,645)(29,014)
Commercial real estate(14,623)(12,260)(22,144)(26,883)(23,348)
Construction—(1,163)(212)(1,163)(7,806)
Total consumer(2,259)(2,140)(1,262)(4,399)(3,071)
Total loans charged-off(42,071)(44,019)(38,339)(86,090)(63,239)
Charged-off loans recovered:
Commercial and industrial2,7898107423,5991,424
Commercial real estate188249150437391
Construction455——455—
Residential mortgage37168520530
Total consumer7738436031,6161,000
Total loans recovered4,2422,0701,5006,3122,845
Total net loan charge-offs(37,829)(41,949)(36,839)(79,778)(60,394)
Provision charged for credit losses37,79562,67582,111100,470127,385
Ending balance$594,020$594,054$532,541$594,020$532,541
Components of allowance for credit losses for loans:
Allowance for loan losses$579,500$578,200$519,310$579,500$519,310
Allowance for unfunded credit commitments14,52015,85413,23114,52013,231
Allowance for credit losses for loans$594,020$594,054$532,541$594,020$532,541
Components of provision for credit losses for loans:
Provision for credit losses for loans
$39,129$61,299$86,901$100,428$133,624
(Credit) provision for unfunded credit commitments
(1,334)1,376(4,790)42(6,239)
Total provision for credit losses for loans$37,795$62,675$82,111$100,470$127,385
Allowance for credit losses for loans as a % of total loans1.20 %1.22 %1.06 %1.20 %1.06 %



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The following table presents the relationship among net loans charged-off and recoveries, and average loan balances outstanding for the periods indicated:
 Three Months EndedSix Months Ended
 June 30, 2025March 31, 2025June 30, 2024June 30, 2025June 30, 2024
 ($ in thousands)
Net loan (charge-offs) recoveries
Commercial and industrial$(22,400)$(27,646)$(13,979)$(50,046)$(27,590)
Commercial real estate(14,435)(12,011)(21,994)(26,446)(22,957)
Construction455(1,163)(212)(708)(7,806)
Residential mortgage37168520530
Total consumer(1,486)(1,297)(659)(2,783)(2,071)
Total $(37,829)$(41,949)$(36,839)$(79,778)$(60,394)
Average loans outstanding
Commercial and industrial$10,507,438$9,996,024$9,173,875$10,253,144$9,204,791
Commercial real estate26,000,83726,328,97128,237,51326,163,99828,248,606
Construction2,982,7333,054,2303,526,4213,018,2843,609,882
Residential mortgage5,671,7925,639,3135,631,2145,655,6425,615,675
Total consumer3,869,8373,636,3833,451,8783,753,7553,454,792
Total$49,032,637$48,654,921$50,020,901$48,844,823$50,133,746
Annualized net loan charge-offs (recoveries) to average loans outstanding
Commercial and industrial0.85%1.11%0.61%0.98%0.60%
Commercial real estate0.220.180.310.200.16
Construction(0.06)0.150.020.050.43
Residential mortgage0.00(0.01)0.00(0.01)0.00
Total consumer0.150.140.080.150.12
Total annualized net loan charge-offs to total average loans outstanding0.310.340.290.330.24
Gross loan charge-offs totaled $42.1 million for the second quarter 2025 and included $23.5 million of partial and full charge-offs related to five non-performing commercial and industrial loan relationships with combined specific reserves of $11.2 million at March 31, 2025.
Net loan charge-offs (as presented in the above table) declined from the first quarter 2025 and continued to trend within management's expectations for the credit quality of the loan portfolio at June 30, 2025.
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The following table summarizes the allocation of the allowance for credit losses for loans to loan portfolio categories and the allocations as a percentage of each loan category:
 June 30, 2025March 31, 2025June 30, 2024
 Allowance
Allocation		Allocation
as a % of
Loan
Category		Allowance
Allocation		Allocation
as a % of
Loan
Category		Allowance
Allocation		Allocation
as a % of
Loan
Category
 ($ in thousands)
Loan Category:
Commercial and industrial loans$173,415 1.60 %$184,700 1.82 %$149,243 1.57 %
Commercial real estate loans:
Commercial real estate270,937 1.04 266,938 1.02 246,316 0.87 
Construction64,042 2.24 54,724 1.81 54,777 1.54 
Total commercial real estate loans334,979 1.16 321,662 1.10 301,093 0.95 
Residential mortgage loans48,830 0.86 48,906 0.87 47,697 0.85 
Consumer loans:
Home equity3,689 0.58 3,401 0.56 3,077 0.54 
Auto and other consumer18,587 0.55 19,531 0.62 18,200 0.63 
Total consumer loans22,276 0.56 22,932 0.61 21,277 0.62 
Allowance for loan losses579,500 1.17 578,200 1.19 519,310 1.03 
Allowance for unfunded credit commitments
14,520 15,854 13,231 
Total allowance for credit losses for loans
$594,020 $594,054 $532,541 
Allowance for credit losses for loans as a % of total loans1.20 %1.22 %1.06 %
The allowance for credit losses for loans, comprised of our allowance for loan losses and unfunded credit commitments, as a percentage of total loans was 1.20 percent at June 30, 2025, 1.22 percent at March 31, 2025, and 1.06 percent at June 30, 2024. For the second quarter 2025, the provision for credit losses for loans totaled $37.8 million as compared to $62.7 million and $82.1 million for the first quarter 2025 and second quarter 2024, respectively. The second quarter 2025 provision reflects, among other factors, the impact of loan growth mainly within the commercial and industrial loan portfolio, loan charge-offs and a moderate weakening of our economic forecast as compared to March 31, 2025, partially offset by a decline in quantitative reserves in certain loan categories and lower specific reserves associated with collateral dependent loans at June 30, 2025.
Capital Adequacy
A significant measure of the strength of a financial institution is its shareholders’ equity. At June 30, 2025 and December 31, 2024, shareholders' equity totaled approximately $7.6 billion and $7.4 billion, respectively, which represented 12.1 percent and 11.9 percent of total assets, respectively.
During the six months ended June 30, 2025, total shareholders’ equity increased by approximately $140.3 million primarily due to the following:
•net income of $239.2 million,
•other comprehensive income of $35.4 million,
•an $8.8 million increase attributable to the effect of our stock incentive plan, partially offset by
•cash dividends declared on common and preferred stock totaling a combined $138.8 million and
•repurchases of $4.3 million of our common stock held in treasury stock.
Valley and the Bank are subject to the regulatory capital requirements administered by the FRB and the OCC. Quantitative measures established by regulation to ensure capital adequacy require Valley and the Bank to maintain
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minimum amounts and ratios of common equity Tier 1 capital, total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets, as defined in the regulations.
Valley is required to maintain a common equity Tier 1 capital to risk-weighted assets ratio of 4.5 percent, Tier 1 capital to risk-weighted assets ratio of 6.0 percent, ratio of total capital to risk-weighted assets of 8.0 percent, and a minimum leverage ratio of 4.0 percent, plus a 2.5 percent capital conservation buffer added to the minimum requirements for capital adequacy purposes. As of June 30, 2025 and December 31, 2024, Valley and Valley National Bank exceeded all capital adequacy requirements (see table below).
The following table presents Valley’s and Valley National Bank’s actual capital positions and ratios under Basel III risk-based capital guidelines at June 30, 2025 and December 31, 2024:
 ActualMinimum Capital
Requirements		To Be Well Capitalized
Under Prompt Corrective
Action Provision
 AmountRatioAmountRatioAmountRatio
 
 ($ in thousands)
As of June 30, 2025
Total Risk-based Capital
Valley$6,764,844 13.67 %$5,194,803 10.50 %N/AN/A
Valley National Bank6,713,872 13.58 5,190,308 10.50 $4,943,150 10.00 %
Common Equity Tier 1 Capital
Valley5,369,700 10.85 3,463,202 7.00 N/AN/A
Valley National Bank6,181,833 12.51 3,460,205 7.00 3,213,048 6.50 
Tier 1 Risk-based Capital
Valley5,723,767 11.57 4,205,317 8.50 N/AN/A
Valley National Bank6,181,833 12.51 4,201,678 8.50 3,954,520 8.00 
Tier 1 Leverage Capital
Valley5,723,767 9.49 2,412,067 4.00 N/AN/A
Valley National Bank6,181,833 10.26 2,410,209 4.00 3,012,762 5.00 
As of December 31, 2024
Total Risk-based Capital
Valley$6,703,186 13.87 %$5,076,004 10.50 %N/AN/A
Valley National Bank6,535,892 13.53 5,071,696 10.50 $4,830,187 10.00 %
Common Equity Tier 1 Capital
Valley5,230,632 10.82 3,384,002 7.00 N/AN/A
Valley National Bank6,041,434 12.51 3,381,131 7.00 3,139,621 6.50 
Tier 1 Risk-based Capital
Valley5,584,699 11.55 4,109,146 8.50 N/AN/A
Valley National Bank6,041,434 12.51 4,105,659 8.50 3,864,149 8.00 
Tier 1 Leverage Capital
Valley5,584,699 9.16 2,438,649 4.00 N/AN/A
Valley National Bank6,041,434 9.91 2,438,511 4.00 3,048,139 5.00 
Valley's total risk-based capital ratio decreased to 13.67 percent at June 30, 2025 as compared to 13.87 percent at December 31, 2024 which reflects the early redemption of our $115 million of 5.25 percent fixed-to-floating subordinated notes, which were previously eligible for full regulatory capital treatment.

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Typically, our primary source of capital growth is through retention of earnings. Our rate of earnings retention is derived by dividing undistributed earnings per common share by earnings (or net income available to common shareholders) per common share. Our retention ratio was approximately 45.0 percent for the six months ended June 30, 2025 as compared to 36.2 percent for the full year ended December 31, 2024. The increase in our retention ratio was largely due to the increase in our net income available to common shareholders for the six months ended June 30, 2025 as compared to the same period one year ago.
Cash dividends declared amounted to $0.22 per common share for each of the six months ended June 30, 2025 and 2024. The Board is committed to examining and weighing relevant facts and considerations, including its commitment to shareholder value, each time it makes a cash dividend decision. The Federal Reserve has cautioned all bank holding companies about distributing dividends which may reduce the level of capital or not allow capital to grow considering the increased capital levels required under the Basel III rules. Prior to the date of this filing, Valley has received no objection or adverse guidance from the Federal Reserve or the OCC regarding the current level of its quarterly common stock dividend. However, the Federal Reserve has reiterated its long-standing guidance in recent years that banking organizations should consult them before declaring dividends in excess of earnings for the corresponding quarter. See Item 1A. Risk Factors of Valley's Annual Report for additional information.
Off-Balance Sheet Arrangements, Contractual Obligations and Other Matters
For a discussion of Valley’s off-balance sheet arrangements and contractual obligations see information included in Valley’s Annual Report in the MD&A section “Liquidity and Cash Requirements” and Notes 12 and 13 to the consolidated financial statements included in this report.

Item 3.Quantitative and Qualitative Disclosures About Market Risk
Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices, and commodity prices. Valley’s market risk is composed primarily of interest rate risk. See page 74 for a discussion of interest rate risk.

Item 4.Controls and Procedures
(a) Disclosure control and procedures. Valley maintains disclosure controls and procedures which, consistent with Rule 13a-15(e) under the Exchange Act, are defined to mean controls and other procedures that are designed to ensure that information required to be disclosed in the reports that Valley files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to Valley’s management, including Valley’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.
Valley’s CEO and CFO, with the assistance of other members of Valley’s management, have evaluated the effectiveness of Valley’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, Valley’s CEO and CFO have concluded that Valley’s disclosure controls and procedures were effective as of the end of the period covered by this report.
(b) Changes in internal control over financial reporting. Valley’s CEO and CFO have also concluded that there have not been any changes in Valley’s internal control over financial reporting in the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.
Valley’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A system of internal control, no
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matter how well conceived and operated, provides reasonable, not absolute, assurance that the objectives of the system of internal control are met. The design of a system of internal control reflects resource constraints and the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Valley have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur because of a simple error or mistake. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all future conditions; over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION 
Item 1.Legal Proceedings
We are a party to various claims and legal actions in the ordinary course of our business. In the opinion of management, the ultimate resolution of such claims and legal actions, either individually or in the aggregate, will not have a material adverse effect on Valley’s financial condition, results of operations, or liquidity.
Item 1A.Risk Factors
There have been no material changes in the risk factors previously disclosed in the section titled “Risk Factors” in Part I, Item 1A of Valley’s Annual Report.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter, we did not sell any equity securities not registered under the Securities Act of 1933, as amended. Purchases of equity securities by the issuer and affiliated purchasers during the three months ended June 30, 2025 were as follows:

ISSUER PURCHASES OF EQUITY SECURITIES 
PeriodTotal Number of
Shares Purchased (1)		Average
Price Paid
Per Share		Total Number of Shares
Purchased as Part of
Publicly Announced
Plans (2)		Maximum Number of
Shares that May Yet Be
Purchased Under the  Plans (2)
April 1, 2025 to April 30, 2025153,174 $8.90 — 24,750,000 
May 1, 2025 to May 31, 20259,871 8.71 — 24,750,000 
June 1, 2025 to June 30, 2025264,711 8.66 250,000 24,500,000 
Total427,756 $8.75 250,000   
(1)Includes repurchases made in connection with the vesting of employee restricted stock awards.
(2)On February 21, 2024, Valley publicly announced a new stock repurchase program for up to 25 million shares of Valley common stock. The authorization to repurchase under the new repurchase program became effective on April 26, 2024 and will expire on April 26, 2026.
Item 5. Other Information
a.None.
b.None.
c.During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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Item 6.Exhibits
(3)Articles of Incorporation and By-laws:
(3.1)
(3.2)
(3.3)
(31.1)
(31.2)
(32)
(101)Interactive Data File (XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) **
(104)Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
**Furnished herewith.

























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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  VALLEY NATIONAL BANCORP
  (Registrant)
Date:  /s/ Ira Robbins
August 7, 2025  Ira Robbins
  Chairman of the Board, President and
  Chief Executive Officer
(Principal Executive Officer)
Date:   /s/ Travis Lan
August 7, 2025  Travis Lan
  Senior Executive Vice President and
  Chief Financial Officer
(Principal Financial Officer)
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