Valley National Bancorp (NASDAQ: VLY) posts Q2 2026 EPS of $0.29
Valley National Bancorp reported Q2 2026 net income of 170,885 (vs 133,167 in Q2 2025), with diluted EPS rising to $0.29 from $0.22. Net interest income grew to 487,024, while the provision for credit losses on loans declined to 29,166 from 37,795, supporting stronger profitability.
For the first half of 2026, net income reached 334,798 and diluted EPS $0.57, up from 239,225 and $0.40 a year earlier. Total non-interest income increased to 142,547, though non-interest expense also rose to 621,049. Net charge-offs for the six months were 39,590, compared with 79,778 in the prior-year period.
At June 30, 2026, total assets were 66,318,308, loans 52,467,251, and deposits 54,118,607. The allowance for loan losses stood at 590,600, plus 16,320 for unfunded commitments, against non-accrual loans of 462,629 and collateral-dependent loans of 447,583. During 2026, the company issued $500 million of 6.219% subordinated notes due 2036 and redeemed $300 million of 3.00% notes due 2031, while continuing common and preferred dividends and repurchasing shares.
Positive
- None.
Negative
- None.
Filing Explained
At June 30, 2026, investing used $2,746,569 thousand of cash while financing provided $1,756,717 thousand.
A Form 10-Q is an unaudited quarterly report covering interim financial statements and updates to risks and liquidity. Valley National Bancorp reports that its debt transactions are completed: the company issued subordinated notes and redeemed older notes, leaving a new fixed-to-floating debt obligation outstanding.
The
At June 30, cash and cash equivalents were
The June 30 credit lines warrant follow-up in the next quarterly filing: non-accrual loans were
Key Figures
Total Assets: 66,318,308 (in thousands)
Net Income Q2 2026: 170,885 (in thousands)
Net Income Six Months 2026: 334,798 (in thousands)
+5 more
8 metrics
Total Assets
66,318,308 (in thousands)
Consolidated assets as of June 30, 2026
Net Income Q2 2026
170,885 (in thousands)
Three months ended June 30, 2026
Net Income Six Months 2026
334,798 (in thousands)
Six months ended June 30, 2026
Diluted EPS Q2 2026
$0.29
Net income available to common shareholders, Q2 2026
Total Loans
52,467,251 (in thousands)
Gross loans as of June 30, 2026
Total Deposits
54,118,607 (in thousands)
Customer deposits as of June 30, 2026
Allowance for Loan Losses
590,600 (in thousands)
Reserve on funded loans at June 30, 2026
Subordinated Notes Issued 2026
$500 million
6.219% fixed-to-floating notes due June 1, 2036
Key Terms
Allowance for credit losses, Non-accrual loans, Held to maturity debt securities, Collateral dependent loans, +1 more
5 terms
Allowance for credit losses financial
"Components of allowance for credit losses for loans"
Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.
Non-accrual loans financial
"Non-accrual loans totaled 462,629 at June 30, 2026"
A non-accrual loan is a loan a lender has decided is unlikely to produce the scheduled interest payments, so the lender stops counting future interest as income and may record the loan at a reduced value. Think of it like renting out a house where the tenant has stopped paying: you stop counting future rent as earnings because it’s uncertain you’ll get it. For investors, a rise in non-accrual loans signals worsening credit quality, lower reported income and higher potential losses that can weaken a bank’s capital and share price.
Held to maturity debt securities financial
"Held to maturity debt securities (net of allowance for credit losses)"
Collateral dependent loans financial
"Collateral dependent loans with amortized cost of 204,4 million"
Subordinated notes financial
"Valley issued $500 million of 6.219 percent fixed-to-floating rate subordinated notes"
Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.
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FAQ
How did Valley National Bancorp (VLY) perform financially in Q2 2026?
Valley National Bancorp earned 170,885 in Q2 2026, up from 133,167 a year earlier, with diluted EPS of $0.29 versus $0.22. Net interest income increased to 487,024 and provisions for loan credit losses fell to 29,166, improving overall profitability.
What were Valley National Bancorp (VLY)'s assets, loans, and deposits at June 30, 2026?
At June 30, 2026, Valley reported total assets of 66,318,308, loans of 52,467,251, and deposits of 54,118,607. Non-interest-bearing deposits were 12,549,527, with the remainder in interest-bearing savings, NOW, money market, and time accounts.
How did credit quality and loan loss provisions at VLY trend in the first half of 2026?
The allowance for loan losses was 590,600 at June 30, 2026, plus 16,320 for unfunded commitments. Six-month net charge-offs were 39,590 versus 79,778 a year earlier, and the provision for credit losses on loans declined to 50,410 from 100,470.
What new debt did Valley National Bancorp (VLY) issue in 2026?
On May 14, 2026, Valley issued $500 million of 6.219% fixed-to-floating rate subordinated notes due June 1, 2036. It also fully redeemed $300 million of 3.00% fixed-to-floating subordinated notes originally due June 15, 2031 at par value.
How many Valley National Bancorp (VLY) common shares were outstanding in August 2026?
Valley had 552,605,226 common shares outstanding as of August 5, 2026. This reflects 560,878,750 shares issued and 7,809,650 held as treasury stock at June 30, 2026, after ongoing share repurchases and stock-based compensation activity.
What were Valley National Bancorp (VLY)'s non-accrual and collateral-dependent loan balances?
At June 30, 2026, non-accrual loans totaled 462,629. Collateral-dependent loans, where repayment relies primarily on collateral, were 447,583, including commercial, residential mortgage, and home equity exposures, with specific reserves embedded in the allowance for loan losses.
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, 2026
OR
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from to
Commission File Number 1-11277
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | ||||||||||||||||
| (Address of principal executive office) | (Zip code) | ||||||||||||||||
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of exchange on which registered | ||||||
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:
| ☒ | 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 552,605,226 shares were outstanding as of August 5, 2026.
TABLE OF CONTENTS
| Page Number | ||||||||
| PART I | FINANCIAL INFORMATION | |||||||
| Item 1. | Financial Statements (Unaudited) | |||||||
Consolidated Statements of Financial Condition as of June 30, 2026 and December 31, 2025 | 3 | |||||||
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2026 and 2025 | 4 | |||||||
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2026 and 2025 | 5 | |||||||
Consolidated Statements of Changes in Shareholders' Equity for the Three and Six Months Ended June 30, 2026 and 2025 | 6 | |||||||
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 | 8 | |||||||
Notes to Consolidated Financial Statements | 10 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 50 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 89 | ||||||
| Item 4. | Controls and Procedures | 89 | ||||||
| PART II | OTHER INFORMATION | |||||||
| Item 1. | Legal Proceedings | 90 | ||||||
| Item 1A. | Risk Factors | 90 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 90 | ||||||
| Item 5. | Other Information | 90 | ||||||
| Item 6. | Exhibits | 91 | ||||||
SIGNATURES | 92 | |||||||
1
Glossary of Defined Terms
The following terms may be used throughout this Report, including the consolidated financial statements and related notes.
| Term | Definition | |||||||
| ACL | Allowance for credit losses | |||||||
| AFS | Available for sale | |||||||
| ASC | Accounting Standards Codification | |||||||
| ASU | Accounting Standards Update | |||||||
| Bank | Valley National Bank (Valley’s principal subsidiary) | |||||||
| Basel III | Capital rules under a global regulatory framework developed by the Basel Committee on Banking Supervision | |||||||
| Board | Board of Directors of Valley National Bancorp | |||||||
| CD | Certificate of deposit | |||||||
| CECL | Current expected credit loss model | |||||||
| CET1 | Common Equity Tier 1 | |||||||
| CFPB | Consumer Financial Protection Bureau | |||||||
| CRA | Community 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 Act | Securities Exchange Act of 1934, as amended | |||||||
| Fannie Mae | Federal National Mortgage Association | |||||||
| FDIC | Federal Deposit Insurance Corporation | |||||||
| Federal Reserve | Board of Governors of the Federal Reserve System | |||||||
| FRB | Federal Reserve Bank | |||||||
| FHLB | Federal Home Loan Bank | |||||||
| FOMC | Federal Open Market Committee | |||||||
| Freddie Mac | Federal Home Loan Mortgage Corporation | |||||||
| GAAP | U. S. Generally Accepted Accounting Principles | |||||||
| GDP | Gross domestic product | |||||||
| Ginnie Mae | Government National Mortgage Association | |||||||
| HTM | Held to Maturity | |||||||
| NAV | Net asset value | |||||||
| NPA | Non-performing asset | |||||||
| OCC | Office of the Comptroller of the Currency | |||||||
| OREO | Other real estate owned | |||||||
| OTC | Over-the-counter | |||||||
| ROATCE | Return on average tangible common shareholders’ equity | |||||||
| RSU | Restricted stock unit | |||||||
| SEC | U.S. Securities and Exchange Commission | |||||||
| SOFR | Secured Overnight Financing Rate | |||||||
| U.S. Treasury | United States Department of the Treasury | |||||||
| Valley | May refer to Valley National Bancorp individually, Valley National Bancorp and its consolidated subsidiaries, or certain of Valley National Bancorp’s subsidiaries, as the context requires (interchangeable with the “Company,” “we,” “our” and “us”). | |||||||
| Valley's Annual Report | Valley's Annual Report on Form 10-K for the year ended December 31, 2025 | |||||||
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
| (in thousands, except for share data) | June 30, 2026 | December 31, 2025 | |||||||||
| Assets | (Unaudited) | ||||||||||
| Cash and due from banks | $ | $ | |||||||||
| Interest bearing deposits with banks | |||||||||||
| Investment securities: | |||||||||||
| Equity securities | |||||||||||
| Trading debt securities | |||||||||||
| Available for sale debt securities | |||||||||||
Held to maturity debt securities (net of allowance for credit losses of $ | |||||||||||
| Total investment securities | |||||||||||
Loans held for sale (includes fair value of $ | |||||||||||
| Loans | |||||||||||
| Less: Allowance for loan losses | ( | ( | |||||||||
| Net loans | |||||||||||
| Premises and equipment, net | |||||||||||
| Lease right of use assets | |||||||||||
| Bank owned life insurance | |||||||||||
| Accrued interest receivable | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Deposits: | |||||||||||
| Non-interest bearing | $ | $ | |||||||||
| Interest bearing: | |||||||||||
| Savings, NOW and money market | |||||||||||
| Time | |||||||||||
| Total deposits | |||||||||||
| Short-term borrowings | |||||||||||
| Long-term borrowings | |||||||||||
| Junior subordinated debentures issued to capital trusts | |||||||||||
| Lease liabilities | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Shareholders’ Equity | |||||||||||
Preferred stock, | |||||||||||
Series A ( | |||||||||||
Series B ( | |||||||||||
Series C ( | |||||||||||
Common stock ( | |||||||||||
| Surplus | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost ( | ( | ( | |||||||||
| Total Shareholders’ Equity | |||||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | |||||||||
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Interest Income | |||||||||||||||||||||||
| Interest and fees on loans | $ | $ | $ | $ | |||||||||||||||||||
| Interest and dividends on investment securities: | |||||||||||||||||||||||
| Taxable | |||||||||||||||||||||||
| Tax-exempt | |||||||||||||||||||||||
| Dividends | |||||||||||||||||||||||
| Interest on federal funds sold and other short-term investments | |||||||||||||||||||||||
| Total interest income | |||||||||||||||||||||||
| Interest Expense | |||||||||||||||||||||||
| Interest on deposits: | |||||||||||||||||||||||
| Savings, NOW and money market | |||||||||||||||||||||||
| Time | |||||||||||||||||||||||
| Interest on short-term borrowings | |||||||||||||||||||||||
| Interest on long-term borrowings and junior subordinated debentures | |||||||||||||||||||||||
| Total interest expense | |||||||||||||||||||||||
| Net Interest Income | |||||||||||||||||||||||
| (Credit) provision for credit losses for available for sale and held to maturity securities | ( | ( | |||||||||||||||||||||
| Provision for credit losses for loans | |||||||||||||||||||||||
| Net Interest Income After Provision for Credit Losses | |||||||||||||||||||||||
| Non-Interest Income | |||||||||||||||||||||||
| Wealth management and trust fees | |||||||||||||||||||||||
| Insurance commissions | |||||||||||||||||||||||
| Capital markets | |||||||||||||||||||||||
| Service charges on deposit accounts | |||||||||||||||||||||||
| Gains (losses) on securities transactions, net | ( | ||||||||||||||||||||||
| Fees from loan servicing | |||||||||||||||||||||||
| Gains on sales of loans, net | |||||||||||||||||||||||
| Bank owned life insurance | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total non-interest income | |||||||||||||||||||||||
| Non-Interest Expense | |||||||||||||||||||||||
| Salary and employee benefits expense | |||||||||||||||||||||||
| Net occupancy expense | |||||||||||||||||||||||
| Technology, furniture and equipment expense | |||||||||||||||||||||||
| FDIC insurance assessment | |||||||||||||||||||||||
| Amortization of other intangible assets | |||||||||||||||||||||||
| Professional and legal fees | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Amortization of tax credit investments | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total non-interest expense | |||||||||||||||||||||||
| Income Before Income Taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net Income | |||||||||||||||||||||||
| Dividends on preferred stock | |||||||||||||||||||||||
| Net Income Available to Common Shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings Per Common Share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | |||||||||||||||||||||||
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Unrealized gains and losses on available for sale securities | |||||||||||||||||||||||
| Net (losses) gains arising during the period | ( | ( | |||||||||||||||||||||
| Amounts reclassified to earnings | ( | ||||||||||||||||||||||
| Total | ( | ( | |||||||||||||||||||||
| Unrealized gains on derivatives (cash flow hedges) | |||||||||||||||||||||||
| Amounts reclassified to earnings | ( | ( | ( | ( | |||||||||||||||||||
| Total | ( | ( | ( | ( | |||||||||||||||||||
| Defined benefit pension and postretirement benefit plans | |||||||||||||||||||||||
| Gain arising during the period | |||||||||||||||||||||||
| Pension settlement gain reclassified to earnings | ( | ( | |||||||||||||||||||||
| Amortization of actuarial net losses reclassified to earnings | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Total other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
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, 2026
| Common Stock | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Shares | Amount | Surplus | Retained Earnings | Other Comprehensive Loss | Treasury Stock | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| (in thousands, except for per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Cash dividends declared: | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, Series A, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Preferred stock, Series B, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Preferred stock, Series C, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Common stock, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Effect of stock incentive plan, net | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | — | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Cash dividends declared: | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, Series A, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Preferred stock, Series B, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Preferred stock, Series C, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Common stock, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Effect of stock incentive plan, net | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | — | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Balance - June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
6
For the Six Months Ended June 30, 2025
| Common Stock | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Shares | Amount | Surplus | Retained Earnings | Other Comprehensive Loss | Treasury Stock | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| (in thousands, except for per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared: | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, Series A, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Preferred stock, Series B, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Preferred stock, Series C, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Common stock, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Effect of stock incentive plan, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | — | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Balance - March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared: | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, Series A, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Preferred stock, Series B, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Preferred stock, Series C, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Common stock, $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Effect of stock incentive plan, net | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | — | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Balance - June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
7
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Provision for credit losses | |||||||||||
| Net accretion of discounts and amortization of premium on securities and borrowings | ( | ( | |||||||||
| Amortization of other intangible assets | |||||||||||
| Losses on available for sale and held to maturity debt securities, net | |||||||||||
| Proceeds from sales of loans held for sale at fair value | |||||||||||
| Gains on sales of loans, net | ( | ( | |||||||||
| Originations of loans held for sale | ( | ( | |||||||||
| Gains on sales of assets, net | ( | ||||||||||
| Loss on extinguishment of debt | |||||||||||
| Net change in: | |||||||||||
| Fair value of financial instruments hedged by derivative transactions | |||||||||||
| Trading debt securities | ( | ||||||||||
| Lease right of use assets | ( | ||||||||||
| Cash surrender value of bank owned life insurance | ( | ( | |||||||||
| Accrued interest receivable | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accrued expenses and other liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Loans originated and purchased, net of principal collected | ( | ( | |||||||||
| Equity securities: | |||||||||||
| Purchases | ( | ( | |||||||||
| Sales and capital returns | |||||||||||
| Held to maturity debt securities: | |||||||||||
| Purchases | ( | ( | |||||||||
| Maturities, calls and principal repayments | |||||||||||
| Available for sale debt securities: | |||||||||||
| Purchases | ( | ( | |||||||||
| Maturities, calls and principal repayments | |||||||||||
| Death benefit proceeds from bank owned life insurance | |||||||||||
| Proceeds from sales of real estate property and equipment | |||||||||||
| Proceeds from sales of loans not originated for sale | |||||||||||
| Purchases of real estate property and equipment | ( | ( | |||||||||
| Net cash used in investing activities | $ | ( | $ | ( | |||||||
8
| VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued) (in thousands) | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Net change in deposits | $ | $ | |||||||||
| Net change in short-term borrowings | |||||||||||
| Proceeds from issuance of long-term borrowings, net | |||||||||||
| Repayments of long-term borrowings | ( | ( | |||||||||
| Cash dividends paid to preferred shareholders | ( | ( | |||||||||
| Cash dividends paid to common shareholders | ( | ( | |||||||||
| Purchase of common shares related to stock compensation plan activity | ( | ( | |||||||||
| Purchase of common shares to treasury | ( | ( | |||||||||
| Common stock issued, net | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Net change in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of year | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash payments for: | |||||||||||
| Interest on deposits and borrowings | $ | $ | |||||||||
| Federal and state income taxes | |||||||||||
| Supplemental schedule of non-cash investing activities: | |||||||||||
| Transfer of loans to other real estate owned, net | $ | $ | |||||||||
| Transfer of loans to loans held for sale, net | |||||||||||
| Lease right of use assets obtained in exchange for operating lease liabilities | |||||||||||
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.
In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly present Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at June 30, 2026 and for all periods presented have been made. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.
Significant Estimates. In preparing the unaudited consolidated financial statements in conformity with GAAP, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated. Material estimates that require application of management’s most difficult, subjective or complex judgment and are particularly susceptible to change include: the allowance for credit losses, the evaluation of goodwill and other intangible assets for impairment, and income taxes. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual amounts or results could differ significantly from those estimates. Current economic conditions increase uncertainty in these estimates, and actual results could differ materially. Future amounts and values may also differ materially from those estimates due to changes in values and circumstances after the balance sheet date.
Note 2. Earnings Per Common Share
The following table shows the calculation of both basic and diluted earnings per common share for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands, except for share and per share data) | |||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
Basic weighted average number of common shares outstanding | |||||||||||||||||||||||
| Plus: Common stock equivalents | |||||||||||||||||||||||
Diluted weighted average number of common shares outstanding | |||||||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | |||||||||||||||||||||||
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Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, as 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 for the periods presented and therefore are excluded from the diluted earnings per share calculation. Potential anti-dilutive weighted common shares totaled approximately 226 thousand and 3.5 million for the three months ended June 30, 2026 and 2025, respectively, and 211 thousand and 798 thousand for the six months ended June 30, 2026 and 2025, respectively.
Note 3. Accumulated Other Comprehensive Loss
The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for the three and six months ended June 30, 2026 and 2025:
| Components of Accumulated Other Comprehensive Loss | Total 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, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive (loss) gain before reclassification | ( | ( | |||||||||||||||||||||
| Amounts reclassified to earnings | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive (loss) income, net | ( | ( | ( | ||||||||||||||||||||
| June 30, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| March 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income before reclassification | |||||||||||||||||||||||
| Amounts reclassified to earnings | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss), net | ( | ||||||||||||||||||||||
| June 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Components of Accumulated Other Comprehensive Loss | Total Accumulated Other Comprehensive Loss | ||||||||||||||||||||||
| Unrealized Gains and Losses on AFS Securities | Unrealized Gains and Losses on Derivatives | Defined Benefit Pension and Postretirement Benefit Plans | |||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive (loss) gain before reclassification | ( | ( | |||||||||||||||||||||
| Amounts reclassified to earnings | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive (loss) income, net | ( | ( | ( | ||||||||||||||||||||
| June 30, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income before reclassification | |||||||||||||||||||||||
| Amounts reclassified to earnings | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss), net | ( | ||||||||||||||||||||||
| June 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
11
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, 2026 and 2025:
| Amounts Reclassified from Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| Components of Accumulated Other Comprehensive Loss | 2026 | 2025 | 2026 | 2025 | Income Statement Line Item | |||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Unrealized gains on AFS securities before tax | $ | $ | $ | $ | Gains (losses) on securities transactions, net | |||||||||||||||||||||||||||
| Tax effect | ( | |||||||||||||||||||||||||||||||
| Total net of tax | ||||||||||||||||||||||||||||||||
| Unrealized gains on derivatives (cash flow hedges) before tax | Interest and fees on loans | |||||||||||||||||||||||||||||||
| Tax effect | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Total net of tax | ||||||||||||||||||||||||||||||||
| Defined benefit pension and postretirement benefit plans: | ||||||||||||||||||||||||||||||||
| Pension settlement gain | Other non-interest expense | |||||||||||||||||||||||||||||||
| Tax effect | ( | ( | ||||||||||||||||||||||||||||||
| Total net of tax | ||||||||||||||||||||||||||||||||
| Amortization of actuarial net losses | ( | ( | ( | ( | Other non-interest expense | |||||||||||||||||||||||||||
| Tax effect | ||||||||||||||||||||||||||||||||
| Total net of tax | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Total reclassifications, net of tax | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Note 4. New Authoritative Accounting Guidance
ASU No. 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements,” amends the existing requirement that cash flow hedges of groups of individual forecasted transactions that use a single derivative as the hedging instrument share the same risk exposure. Instead, the new guidance requires such groups to have a similar risk exposure. Additionally, ASU No. 2025-09 clarifies that the quantitative threshold for determining similar risk exposure aligns with the highly effective threshold used in assessing hedge effectiveness. ASU No. 2025-09 is effective for interim and annual reporting periods beginning after December 15, 2026 with early adoption permitted. The amendments should be applied prospectively to all hedging relationships beginning on or after the date of adoption. ASU No. 2025-09 is currently not expected to have a significant impact on Valley’s consolidated financial statements.
ASU No. 2025-08, “Financial Instruments - Credit Losses (Topic 326): Purchased Loans,” amends the guidance in ASC 326 on the accounting for certain purchased loans. Under ASU No. 2025-08, entities must account for acquired loans that meet certain criteria of “purchased seasoned loans” at acquisition by recognizing them at their purchase price plus an allowance for expected credit losses (gross-up approach). The intent of the amendments is to align the accounting for purchased seasoned loans with the current accounting guidance under ASC 326 for purchased financial assets with credit deterioration (PCD assets). ASU No. 2025-08 is effective for interim and annual reporting periods beginning after December 15, 2026 with early adoption permitted. The amendments must be applied prospectively. ASU No. 2025-08 is currently not expected to have a significant impact on Valley's consolidated financial statements.
ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” clarifies and modernizes the accounting for costs
12
related to internal-use software. The new guidance clarifies the threshold entities apply to begin capitalizing costs and removes all references to project stages in ASC Subtopic 350-40. ASU No. 2025-06 is effective for all entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. The new guidance may be applied using a prospective, retrospective or modified transition approach with early adoption permitted. ASU No. 2025-06 is currently not expected to have a significant impact on Valley's consolidated financial statements.
ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU No. 2024-03 does not change the expense captions an entity presents on the face of the income statement. Subsequently issued ASU No. 2025-01 amended the effective date of ASU No. 2024-03 to require all public business entities to adopt the new guidance for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective application are permitted. The adoption of ASU No. 2024-03 is currently not expected to have a significant impact on Valley's consolidated financial statements and disclosures.
Note 5. Fair Value Measurement of Assets and Liabilities
ASC Topic 820, “Fair Value Measurement,” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
•Level 1 - Unadjusted exchange quoted prices in active markets for identical assets or liabilities, or identical liabilities traded as assets that the reporting entity has the ability to access at the measurement date.
•Level 2 - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly (i.e., quoted prices on similar assets) for substantially the full term of the asset or liability.
•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, 2026 and December 31, 2025. The assets presented under “non-recurring fair value measurements” in the tables below are not measured at fair value on an ongoing basis but are subject to fair value adjustments under certain circumstances (e.g., when an impairment loss is recognized).
13
| Fair Value Measurements at Reporting Date Using: | ||||||||||||||||||||||||||
| June 30, 2026 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Recurring fair value measurements: | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Investment securities: | ||||||||||||||||||||||||||
| Equity securities | $ | $ | $ | $ | ||||||||||||||||||||||
Equity securities at net asset value (NAV) | — | — | — | |||||||||||||||||||||||
| Trading debt securities | ||||||||||||||||||||||||||
| Available for sale debt securities: | ||||||||||||||||||||||||||
| U.S. Treasury securities | ||||||||||||||||||||||||||
| U.S. government agency securities | ||||||||||||||||||||||||||
| Obligations of states and political subdivisions | ||||||||||||||||||||||||||
| Residential mortgage-backed securities | ||||||||||||||||||||||||||
| Corporate and other debt securities | ||||||||||||||||||||||||||
| Total available for sale debt securities | ||||||||||||||||||||||||||
Loans held for sale (1) | ||||||||||||||||||||||||||
Other assets (2) | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
Other liabilities (2) | $ | $ | $ | $ | ||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| Non-recurring fair value measurements: | ||||||||||||||||||||||||||
Collateral dependent loans (3) | $ | $ | $ | $ | ||||||||||||||||||||||
| Foreclosed assets | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
14
| Fair Value Measurements at Reporting Date Using: | |||||||||||||||||||||||
| December 31, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Recurring fair value measurements: | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Investment securities: | |||||||||||||||||||||||
| Equity securities | $ | $ | $ | $ | |||||||||||||||||||
Equity securities at net asset value (NAV) | — | — | — | ||||||||||||||||||||
| Available for sale debt securities: | |||||||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| U.S. government agency securities | |||||||||||||||||||||||
| Obligations of states and political subdivisions | |||||||||||||||||||||||
| Residential mortgage-backed securities | |||||||||||||||||||||||
| Corporate and other debt securities | |||||||||||||||||||||||
| Total available for sale debt securities | |||||||||||||||||||||||
Loans held for sale (1) | |||||||||||||||||||||||
Other assets (2) | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Other liabilities (2) | $ | $ | $ | $ | |||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Non-recurring fair value measurements: | |||||||||||||||||||||||
Collateral dependent loans (3) | $ | $ | $ | $ | |||||||||||||||||||
| Foreclosed assets | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1)Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $4.9 million and $8.1 million at June 30, 2026 and December 31, 2025, respectively.
(2)Derivative financial instruments are included in this category.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following valuation techniques were used for financial instruments measured at fair value on a recurring basis. All of the valuation techniques described below apply to the unpaid principal balance, excluding any accrued interest or dividends at the measurement date. Interest income and expense are recorded within the consolidated statements of income depending on the nature of the instrument using the effective interest method based on acquired discount or premium.
Equity securities. The equity securities consisted of two publicly traded mutual funds and CRA investments. These investments are reported at fair value utilizing Level 1 inputs.
Equity securities at NAV. Valley also has privately held CRA funds and investments in entities that develop new financial technologies, including limited liability companies and partnerships. These investments are at fair value measured at NAV using the most recently available financial information from the investee. Certain equity investments without readily determinable fair values are measured at NAV per share (or its equivalent) as a practical expedient and are excluded from fair value hierarchy levels in the tables above.
15
Trading debt securities. Trading debt securities, consisting of U.S. Treasury securities, are reported at fair value utilizing Level 1 inputs.
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 executed 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, 2026 and December 31, 2025 based on the short duration these assets were held and their credit quality.
Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The fair values of Valley’s derivatives are determined using third-party prices that are based on discounted cash flow analysis using observed market inputs, such as the SOFR curve at June 30, 2026 and December 31, 2025. The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at June 30, 2026 and December 31, 2025), is determined based on the current market prices for similar instruments. The fair value of a credit default swap related to a portion of Valley's automobile loan portfolio is based on estimated discounted cash flows that incorporate market data for auto credit loss forecasts and anticipated cash outflows for the instrument's premium payments. The fair value of most of the derivatives incorporates 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, 2026 and December 31, 2025. See Note 12 for additional details on Valley's derivatives.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
The following valuation techniques were used for certain non-financial assets measured at fair value on a non-recurring basis, including collateral dependent loans reported at the fair value of the underlying collateral and foreclosed assets, which are reported at fair value upon initial recognition or subsequent impairment as described below.
Collateral dependent loans. Collateral dependent loans are loans where foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and substantially all the repayment is expected from the sale of collateral. Collateral dependent loans are reported at the fair value of the underlying collateral when the fair value is lower than the recorded investment in the loan. Collateral values are estimated using Level 3 inputs, consisting of individual third-party appraisals that may be adjusted based on certain discounting criteria. Certain real estate appraisals may be discounted based on specific market data by location and property type. At June 30, 2026, certain collateral dependent loans were individually re-measured and reported at fair value (net carrying amount) through direct loan charge-offs to the allowance for loan losses based on the fair value of the underlying collateral. Collateral dependent loans with amortized cost of $204.4 million (including taxi medallion loans totaling $42.5 million), were reduced by specific allowance for loan loss allocations totaling $90.5 million to a reported total net carrying amount of $113.9 million at June 30, 2026.
16
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. Fair value re-measurements of foreclosed assets resulted in write-downs totaling $1.0
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, 2026 and December 31, 2025 were as follows:
| Fair Value Hierarchy | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||||||||
| Cash and due from banks | Level 1 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Interest bearing deposits with banks | Level 1 | ||||||||||||||||||||||||||||
Equity securities (1) | Level 3 | ||||||||||||||||||||||||||||
| Held to maturity debt securities: | |||||||||||||||||||||||||||||
| U.S. government agency securities | Level 2 | ||||||||||||||||||||||||||||
| Obligations of states and political subdivisions | Level 2 | ||||||||||||||||||||||||||||
| Residential mortgage-backed securities | Level 2 | ||||||||||||||||||||||||||||
| Trust preferred securities | Level 2 | ||||||||||||||||||||||||||||
| Corporate and other debt securities | Level 2 | ||||||||||||||||||||||||||||
Total held to maturity debt securities (2) | |||||||||||||||||||||||||||||
Net loans (3) | Level 3 | ||||||||||||||||||||||||||||
| Accrued interest receivable | Level 1 | ||||||||||||||||||||||||||||
FRB and FHLB stock (4) | Level 2 | ||||||||||||||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||||||||
| Deposits without stated maturities | Level 1 | ||||||||||||||||||||||||||||
| Deposits with stated maturities | Level 2 | ||||||||||||||||||||||||||||
| Short-term borrowings | Level 2 | ||||||||||||||||||||||||||||
| Long-term borrowings | Level 2 | ||||||||||||||||||||||||||||
Junior subordinated debentures issued to capital trusts | Level 2 | ||||||||||||||||||||||||||||
Accrued interest payable (5) | Level 1 | ||||||||||||||||||||||||||||
(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, 2026 and the year ended December 31, 2025, respectively.
(2)The carrying amount is presented gross without the allowance for credit losses.
(3)Includes non-performing loans held for sale carried at lower of cost (or market) of $8.8 million at June 30, 2026 and $18.0 million at December 31, 2025, respectively.
(4)Included in other assets.
(5)Included in accrued expenses and other liabilities.
Note 6. Investment Securities
Equity Securities
Equity securities totaled $88.5 million and $82.8 million at June 30, 2026 and December 31, 2025, respectively. See Note 5 for further details on equity securities.
Trading Debt Securities
The fair value of trading debt securities totaled $26.5 million at June 30, 2026. We had no investment securities classified as trading debt securities at December 31, 2025. Net trading gains are included in net gains and losses on securities transactions within non-interest income. Valley had immaterial net trading gains for both the six months ended June 30, 2026 and 2025.
18
Available for Sale Debt Securities
The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities at June 30, 2026 and December 31, 2025 were as follows:
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | $ | ( | $ | ||||||||||||||||||
| U.S. government agency securities | ( | ||||||||||||||||||||||
| Obligations of states and political subdivisions: | |||||||||||||||||||||||
| Obligations of states and state agencies | ( | ||||||||||||||||||||||
| Municipal bonds | ( | ||||||||||||||||||||||
| Total obligations of states and political subdivisions | ( | ||||||||||||||||||||||
| Residential mortgage-backed securities | ( | ||||||||||||||||||||||
| Corporate and other debt securities | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | $ | ( | $ | ||||||||||||||||||
| U.S. government agency securities | ( | ||||||||||||||||||||||
| Obligations of states and political subdivisions: | |||||||||||||||||||||||
| Obligations of states and state agencies | ( | ||||||||||||||||||||||
| Municipal bonds | ( | ||||||||||||||||||||||
| Total obligations of states and political subdivisions | ( | ||||||||||||||||||||||
| Residential mortgage-backed securities | ( | ||||||||||||||||||||||
| Corporate and other debt securities | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
Accrued interest on investments, which is excluded from the amortized cost of AFS debt securities, totaled $18.9 million and $18.2 million at June 30, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
19
The age of unrealized losses and fair value of the related AFS debt securities at June 30, 2026 and December 31, 2025 were as follows:
| Less than 12 Months | More than 12 Months | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| U.S. government agency securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
Obligations of states and political subdivisions: | |||||||||||||||||||||||||||||||||||
Obligations of states and state agencies | ( | ( | |||||||||||||||||||||||||||||||||
| Municipal bonds | ( | ( | ( | ||||||||||||||||||||||||||||||||
Total obligations of states and political subdivisions | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Corporate and other debt securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| U.S. government agency securities | ( | ( | |||||||||||||||||||||||||||||||||
Obligations of states and political subdivisions: | |||||||||||||||||||||||||||||||||||
Obligations of states and state agencies | ( | ( | |||||||||||||||||||||||||||||||||
| Municipal bonds | ( | ( | |||||||||||||||||||||||||||||||||
Total obligations of states and political subdivisions | ( | ( | |||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Corporate and other debt securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 680 and 602 at June 30, 2026 and December 31, 2025, respectively.
As of June 30, 2026, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $1.0 billion.
20
Contractual Maturities
The contractual maturities of AFS debt securities at June 30, 2026 are set forth in the following table. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Residential mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties.
| June 30, 2026 | |||||||||||
| Amortized Cost | Fair Value | ||||||||||
| (in thousands) | |||||||||||
| Due in one year | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Due after five years through ten years | |||||||||||
| Due after ten years | |||||||||||
| Residential mortgage-backed securities | |||||||||||
| Total | $ | $ | |||||||||
The weighted average remaining expected life for AFS residential mortgage-backed securities was 5.49 years at June 30, 2026.
Impairment Analysis of Available For Sale Debt Securities
Valley's AFS debt securities portfolio includes corporate bonds and revenue bonds, among other securities. These securities may pose a higher risk of future impairment due to economic uncertainty and potential adverse effects on issuers’ performance.
AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. Valley also evaluated AFS debt securities that were in an unrealized loss position as of June 30, 2026 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors. Based on a comparison of the present value of expected cash flows to the amortized cost, there was no
Valley does not intend to sell any of its AFS debt securities in an unrealized loss position prior to recovery of their amortized cost basis, and it is more likely than not that Valley will not be required to sell any of these securities prior to recovery of their amortized cost basis. None of the AFS debt securities were past due as of June 30, 2026 and December 31, 2025. As a result, there was no
21
Held to Maturity Debt Securities
The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at June 30, 2026 and December 31, 2025 were as follows:
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Allowance for Credit Losses | Net Carrying Value | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||||||||||||||
| U.S. government agency securities | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
Obligations of states and political subdivisions: | |||||||||||||||||||||||||||||||||||
| Obligations of states and state agencies | ( | ||||||||||||||||||||||||||||||||||
| Municipal bonds | ( | ||||||||||||||||||||||||||||||||||
| Total obligations of states and political subdivisions | ( | ||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | ( | ||||||||||||||||||||||||||||||||||
| Trust preferred securities | ( | ||||||||||||||||||||||||||||||||||
| Corporate and other debt securities | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| U.S. government agency securities | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Obligations of states and political subdivisions: | |||||||||||||||||||||||||||||||||||
Obligations of states and state agencies | ( | ||||||||||||||||||||||||||||||||||
| Municipal bonds | ( | ||||||||||||||||||||||||||||||||||
| Total obligations of states and political subdivisions | ( | ||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | ( | ||||||||||||||||||||||||||||||||||
| Trust preferred securities | ( | ||||||||||||||||||||||||||||||||||
| Corporate and other debt securities | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
Accrued interest on investments, which is excluded from the amortized cost of HTM debt securities, totaled $13.2 million and $12.3 million at June 30, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. HTM debt securities are carried net of an allowance for credit losses (as shown in the table above).
22
The age of unrealized losses and fair value of related HTM debt securities at June 30, 2026 and December 31, 2025 were as follows:
| Less than 12 Months | More than 12 Months | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||||||||||||||
| U.S. government agency securities | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
Obligations of states and political subdivisions: | |||||||||||||||||||||||||||||||||||
| Obligations of states and state agencies | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Municipal bonds | ( | ( | ( | ||||||||||||||||||||||||||||||||
Total obligations of states and political subdivisions | ( | ( | ( | ||||||||||||||||||||||||||||||||
Residential mortgage-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Trust preferred securities | ( | ( | |||||||||||||||||||||||||||||||||
| Corporate and other debt securities | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| U.S. government agency securities | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
Obligations of states and political subdivisions: | |||||||||||||||||||||||||||||||||||
| Obligations of states and state agencies | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Municipal bonds | ( | ( | ( | ||||||||||||||||||||||||||||||||
Total obligations of states and political subdivisions | ( | ( | ( | ||||||||||||||||||||||||||||||||
Residential mortgage-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Trust preferred securities | ( | ( | |||||||||||||||||||||||||||||||||
Corporate and other debt securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 672 and 667 at June 30, 2026 and December 31, 2025, respectively.
As of June 30, 2026, the fair value of HTM debt securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $836.8 million.
Contractual Maturities
The contractual maturities of investments in HTM debt securities at June 30, 2026 are 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.
23
| June 30, 2026 | |||||||||||
| Amortized Cost | Fair Value | ||||||||||
| (in thousands) | |||||||||||
| Due in one year | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Due after five years through ten years | |||||||||||
| Due after ten years | |||||||||||
| Residential mortgage-backed securities | |||||||||||
| Total | $ | $ | |||||||||
The weighted average remaining expected life for HTM residential mortgage-backed securities was 8.85 years at June 30, 2026.
Credit Quality Indicators
Valley monitors the credit quality of the HTM debt securities utilizing the most current credit ratings from external rating agencies. The following table summarizes the amortized cost of HTM debt securities by external credit rating at June 30, 2026 and December 31, 2025.
| AAA/AA/A Rated | BBB rated | Non-rated | Total | ||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||||||||
| U.S. government agency securities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Obligations of states and political subdivisions: | |||||||||||||||||||||||||||||
| Obligations of states and state agencies | |||||||||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||||||||
| Total obligations of states and political subdivisions | |||||||||||||||||||||||||||||
| Residential mortgage-backed securities | |||||||||||||||||||||||||||||
| Trust preferred securities | |||||||||||||||||||||||||||||
| Corporate and other debt securities | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| U.S. government agency securities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Obligations of states and political subdivisions: | |||||||||||||||||||||||||||||
| Obligations of states and state agencies | |||||||||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||||||||
| Total obligations of states and political subdivisions | |||||||||||||||||||||||||||||
| Residential mortgage-backed securities | |||||||||||||||||||||||||||||
| Trust preferred securities | |||||||||||||||||||||||||||||
| Corporate and other debt securities | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations. At June 30, 2026, most of the obligations of states and political subdivisions were rated investment grade and a 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.
24
Allowance for Credit Losses for Held to Maturity Debt Securities
The following table details the activity in the allowance for credit losses for HTM securities for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| (Credit) provision for credit losses | ( | ( | |||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
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, 2026 and December 31, 2025 were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Loans: | |||||||||||
| Commercial and industrial | $ | $ | |||||||||
| Commercial real estate: | |||||||||||
| Commercial real estate | |||||||||||
| Construction | |||||||||||
| Total commercial real estate loans | |||||||||||
| Residential mortgage | |||||||||||
| Consumer: | |||||||||||
| Home equity | |||||||||||
| Automobile | |||||||||||
| Other consumer | |||||||||||
| Total consumer loans | |||||||||||
| Total loans | $ | $ | |||||||||
Total loans include net unearned discounts and deferred loan fees of $19.9 million and $17.4 million at June 30, 2026 and December 31, 2025, respectively.
Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $215.3 million and $209.5 million at June 30, 2026 and December 31, 2025, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.
25
Loan Portfolio Sales and Transfers to Loans Held for Sale
There were no transfers of loans from the held for investment loan portfolio to loans held for sale during the six months ended June 30, 2026. During the first quarter of 2026, Valley sold a non-performing commercial real estate loan relationship totaling $9.1 million that was transferred from the held for investment loan portfolio to loans held for sale during the fourth quarter of 2025. The sale resulted in the recognition of a $767 thousand net gain during the six months ended June 30, 2026. See Valley’s Annual Report for details regarding transfers and sales of loans for the year ended December 31, 2025.
Credit Risk Management
Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk appetite. Management reviews and approves these policies and procedures on a regular basis with subsequent approval by the Board annually. Credit authority relating to a significant dollar percentage of the overall portfolio is centralized and controlled by the Credit Risk Management Division and by the Credit Committee. Loan portfolio diversification is an important factor utilized by Valley to manage its risk across business sectors and through cyclical economic circumstances. Additionally, Valley does not accept crypto assets as loan collateral for any of its loan portfolio classes. See Valley’s Annual Report for further details.
Credit Quality
The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at June 30, 2026 and December 31, 2025:
| Past Due and Non-Accrual Loans | |||||||||||||||||||||||||||||||||||||||||||||||
| 30-59 Days Past Due Loans | 60-89 Days Past Due Loans | 90 Days or More Past Due Loans | Non-Accrual Loans | Total Past Due Loans | Current Loans | Total Loans | Non-Accrual Loans Without Allowance for Loan Losses | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
Commercial and industrial | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||||||||
Commercial real estate | |||||||||||||||||||||||||||||||||||||||||||||||
| Construction | |||||||||||||||||||||||||||||||||||||||||||||||
| Total commercial real estate loans | |||||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage | |||||||||||||||||||||||||||||||||||||||||||||||
| Consumer loans: | |||||||||||||||||||||||||||||||||||||||||||||||
| Home equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Automobile | |||||||||||||||||||||||||||||||||||||||||||||||
| Other consumer | |||||||||||||||||||||||||||||||||||||||||||||||
| Total consumer loans | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
26
| 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) | |||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and industrial | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial real estate | |||||||||||||||||||||||||||||||||||||||||||||||
| Construction | |||||||||||||||||||||||||||||||||||||||||||||||
| Total commercial real estate loans | |||||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage | |||||||||||||||||||||||||||||||||||||||||||||||
| Consumer loans: | |||||||||||||||||||||||||||||||||||||||||||||||
| Home equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Automobile | |||||||||||||||||||||||||||||||||||||||||||||||
| Other consumer | |||||||||||||||||||||||||||||||||||||||||||||||
| Total consumer loans | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Credit quality indicators. Valley utilizes an internal loan classification system as a means of reporting problem loans within commercial and industrial, commercial real estate, and construction loan portfolio classes. Under Valley’s internal risk rating system, loan relationships could be classified as “Pass,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss.” Substandard loans include loans that exhibit well-defined weakness and are characterized by the distinct possibility that Valley will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. Loans classified as Loss are those considered uncollectible with insignificant value and are charged-off immediately to the allowance for loan losses and, therefore, not presented in the table below. Loans that do not currently pose a sufficient risk to warrant classification in one of the aforementioned categories but pose weaknesses that deserve management’s close attention are deemed Special Mention. Pass rated loans do not currently pose any identified risk and can range from the highest to average quality, depending on the degree of potential risk. Risk ratings are updated any time the situation warrants.
27
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, 2026 and December 31, 2025, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2026 and for the year ended December 31, 2025:
| Term Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost Basis by Origination Year | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | 2026 | 2025 | 2024 | 2023 | 2022 | Prior to 2022 | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term Loans | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Rating: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total commercial and industrial | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Rating: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total commercial real estate | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Construction | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Rating: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total construction | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Gross loan charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
28
| Term Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost Basis by Origination Year | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | 2025 | 2024 | 2023 | 2022 | 2021 | Prior to 2021 | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term Loans | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Rating: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total commercial and industrial | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Rating: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total commercial real estate | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Construction | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Rating: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total construction | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Gross loan charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
29
For residential mortgage, home equity, automobile and other consumer loan portfolio classes, Valley evaluates credit quality based on the aging status of the loan and by payment activity. The following table presents the amortized cost in those loan classes based on payment activity by origination year as of June 30, 2026 and December 31, 2025, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2026 and for the year ended December 31, 2025:
| Term Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost Basis by Origination Year | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | 2026 | 2025 | 2024 | 2023 | 2022 | Prior to 2022 | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term Loans | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total residential mortgage | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Consumer loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Home equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total home equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Automobile | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total automobile | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other consumer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other consumer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total consumer | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Gross loan charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
30
| Term Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost Basis by Origination Year | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | 2025 | 2024 | 2023 | 2022 | 2021 | Prior to 2021 | Revolving Loans Amortized Cost Basis | Revolving Loans Converted to Term Loans | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total residential mortgage | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Consumer loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Home equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total home equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Automobile | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total automobile | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other consumer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| 90 days or more past due | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other consumer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total consumer | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Gross loan charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
31
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, 2026 that were modified during the three and six months ended June 30, 2026 and 2025, disaggregated by class of financing receivable and type of modification.
| Interest rate reduction | Term Extension | Term extension and interest rate reduction | Term Extension and Principal Forgiveness | Other than Insignificant Payment Delay | Total | % of Total Loan Class | |||||||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Commercial and industrial | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Commercial real estate | |||||||||||||||||||||||||||||||||||||||||
| Residential mortgage | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Commercial and industrial | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Commercial real estate | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Commercial and industrial | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Commercial real estate | |||||||||||||||||||||||||||||||||||||||||
| Residential mortgage | |||||||||||||||||||||||||||||||||||||||||
| Home equity | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Commercial and industrial | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||||||||
| Commercial real estate | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||||||||
32
The following table describes the types of modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2026 and 2025:
| 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, 2026 | |||||||||||||||||||||||
| Commercial and industrial | % | $ | — | ||||||||||||||||||||
| Commercial real estate | |||||||||||||||||||||||
| Residential mortgage | — | ||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| Commercial and industrial | % | $ | — | ||||||||||||||||||||
| Commercial real estate | — | ||||||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||
| Commercial and industrial | % | $ | |||||||||||||||||||||
| Commercial real estate | |||||||||||||||||||||||
| Residential mortgage | |||||||||||||||||||||||
| Home equity | — | ||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| Commercial and industrial | % | $ | |||||||||||||||||||||
| Commercial real estate | * | ||||||||||||||||||||||
* 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.
33
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, 2026 and 2025.
| Current | 30-89 Days Past Due | 90 Days or More Past Due | Total | ||||||||||||||||||||
| June 30, 2026 | (in thousands) | ||||||||||||||||||||||
| Commercial and industrial | $ | * | $ | $ | $ | ||||||||||||||||||
| Commercial real estate | * | ||||||||||||||||||||||
| Residential mortgage | * | ||||||||||||||||||||||
| Home equity | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||
| Commercial and industrial | $ | * | $ | $ | $ | ||||||||||||||||||
| Commercial real estate | * | ||||||||||||||||||||||
| Residential mortgage | * | * | |||||||||||||||||||||
| Home equity | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following table provides the amortized cost basis of loans to borrowers experiencing financial difficulty that had a payment default during the six months ended June 30, 2026 and were modified in the 12 months before the default. There were no payment defaults of such loans during the six months ended June 30, 2025.
| Term Extension | ||||||||||||||||||||
| Six Months Ended June 30, 2026 | ||||||||||||||||||||
| Commercial real estate | $ | |||||||||||||||||||
| Total | $ | |||||||||||||||||||
Loans in process of foreclosure. OREO balance totaled $4.1 million and $4.5 million at June 30, 2026 and December 31, 2025, respectively. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $3.0 million and $3.4 million at June 30, 2026 and December 31, 2025, respectively.
Collateral dependent loans. Loans are collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. When Valley determines that repayment or satisfaction of the loan depends on the sale of the collateral, the collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process.
34
The following table presents collateral dependent loans by class as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Collateral dependent loans: | |||||||||||
| Commercial and industrial * | $ | $ | |||||||||
| Commercial real estate | |||||||||||
| Residential mortgage | |||||||||||
| Home equity | |||||||||||
| Total | $ | $ | |||||||||
* Includes non-accrual loans collateralized by taxi medallions totaling $42.5 million and $47.1 million at June 30, 2026 and December 31, 2025, respectively.
Allowance for Credit Losses for Loans
The allowance for credit losses for loans consists of the allowance for loan losses and the allowance for unfunded credit commitments.
The following table summarizes the ACL for loans at June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Components of allowance for credit losses for loans: | |||||||||||
| Allowance for loan losses | $ | $ | |||||||||
| Allowance for unfunded credit commitments | |||||||||||
| Total allowance for credit losses for loans | $ | $ | |||||||||
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Components of provision for credit losses for loans: | |||||||||||||||||||||||
| Provision for loan losses | $ | $ | $ | $ | |||||||||||||||||||
| Provision (credit) for unfunded credit commitments | ( | ||||||||||||||||||||||
| Total provision for credit losses for loans | $ | $ | $ | $ | |||||||||||||||||||
35
The following table details the activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2026 and 2025:
| Commercial and Industrial | Commercial Real Estate | Residential Mortgage | Consumer | Total | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans charged-off | ( | ( | ( | ( | |||||||||||||||||||||||||
| Charged-off loans recovered | |||||||||||||||||||||||||||||
| Net (charge-offs) recoveries | ( | ( | ( | ( | |||||||||||||||||||||||||
| Provision (credit) for loan losses | ( | ||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans charged-off | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Charged-off loans recovered | |||||||||||||||||||||||||||||
| Net charge-offs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Provision (credit) for loan losses | ( | ||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans charged-off | ( | ( | ( | ( | |||||||||||||||||||||||||
| Charged-off loans recovered | |||||||||||||||||||||||||||||
| Net (charge-offs) recoveries | ( | ( | ( | ( | |||||||||||||||||||||||||
| Provision (credit) for loan losses | ( | ||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans charged-off | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Charged-off loans recovered | |||||||||||||||||||||||||||||
| Net (charge-offs) recoveries | ( | ( | ( | ( | |||||||||||||||||||||||||
| Provision (credit) for loan losses | ( | ||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
36
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, 2026 and December 31, 2025.
| Commercial and Industrial | Commercial Real Estate | Residential Mortgage | Consumer | Total | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||
| Individually evaluated for credit losses | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Collectively evaluated for credit losses | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans: | |||||||||||||||||||||||||||||
| Individually evaluated for credit losses | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Collectively evaluated for credit losses | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||
| Individually evaluated for credit losses | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Collectively evaluated for credit losses | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans: | |||||||||||||||||||||||||||||
| Individually evaluated for credit losses | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Collectively evaluated for credit losses | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Note 8. Goodwill and Other Intangible Assets
The carrying amounts of goodwill allocated to Valley's reporting units at both June 30, 2026 and December 31, 2025, were as follows:
| Reporting Unit * | |||||||||||||||||||||||||||||
| Wealth Management | Consumer Banking | Commercial Banking | Total | ||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||
* 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 2026, 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, 2026, there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount. There was no
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The following table summarizes other intangible assets as of June 30, 2026 and December 31, 2025:
| Gross Intangible Assets | Accumulated Amortization | Net Intangible Assets | |||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||
| Loan servicing rights | $ | $ | ( | $ | |||||||||||||||||||
| Core deposits | ( | ||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Total other intangible assets | $ | $ | ( | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Loan servicing rights | $ | $ | ( | $ | |||||||||||||||||||
| Core deposits | ( | ||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Total other intangible assets | $ | $ | ( | $ | |||||||||||||||||||
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 rights 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
Core deposits are amortized using an accelerated method over a period of 10.0 years.
The line item labeled “Other” included in the table above primarily consists of customer lists, certain financial asset servicing contracts and covenants not to compete, which are amortized over their expected lives generally using a straight-line method and have a weighted average amortization period of approximately 13.6 years.
Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists. There was no
The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2026 through 2030:
| Year | Loan Servicing Rights | Core Deposits | Other | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| 2026 | $ | $ | $ | |||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
Valley recognized amortization expense on other intangible assets totaling approximately $6.3 million and $7.4 million for the three months ended June 30, 2026 and 2025, respectively, and $13.2 million and $15.4 million for the six months ended June 30, 2026 and 2025, respectively.
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Note 9. Deposits
The scheduled maturities of time deposits as of June 30, 2026 were as follows:
| Year | Amount | |||||||
| (in thousands) | ||||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total time deposits | $ | |||||||
Note 10. Borrowed Funds
Short-Term Borrowings
Short-term borrowings at June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| FHLB advances | $ | $ | |||||||||
| Securities sold under agreements to repurchase | |||||||||||
| Total short-term borrowings | $ | $ | |||||||||
The weighted average interest rate for short-term FHLB advances was 3.94 percent at June 30, 2026.
Long-Term Borrowings
Long-term borrowings at June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| FHLB advances | $ | $ | |||||||||
Subordinated debt, net * | |||||||||||
| Total long-term borrowings | $ | $ | |||||||||
| * | Subordinated debt is reported net of debt issuance costs at both June 30, 2026 and December 31, 2025 and fair value hedging adjustment at December 31, 2025. | ||||
FHLB advances. Long-term FHLB advances had a weighted average interest rate of 4.31 percent and 4.42 percent at June 30, 2026 and December 31, 2025, respectively. FHLB advances are secured by pledges of certain eligible collateral, including, but not limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans.
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The long-term FHLB advances at June 30, 2026 are scheduled for contractual balance repayments as follows:
| Year | Amount | |||||||
| (in thousands) | ||||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Total long-term FHLB advances | $ | |||||||
The FHLB advances reported in the table above are not callable for early redemption.
Subordinated debt. On May 14, 2026, Valley issued $500 million of 6.219 percent fixed-to-floating rate subordinated notes due June 1, 2036. Interest on the subordinated notes during the initial five-year term through June 1, 2031, is payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2026. Thereafter, interest will be set based on three-month term SOFR plus 243 basis points and paid quarterly through maturity of the notes. At June 30, 2026, the subordinated notes had a carrying value of $494.2 million, net of $5.8 million of unamortized debt issuance costs.
On June 15, 2026, Valley executed the full early redemption of its $300 million of 3.00 percent fixed-to-floating rate subordinated notes originally due June 15, 2031. The notes were redeemed at their par value with no gain or loss recognized on this transaction. Concurrently, an interest rate swap associated with the fixed interest rate period of the $300.0 million subordinated notes expired on the redemption date. See Note 12 for further details.
There were no other new issuances or maturities, calls or principal repayments of subordinated debt during the six months ended June 30, 2026.
Note 11. Stock–Based Compensation
Valley maintains an incentive compensation plan to provide long-term incentives to officers, employees and non-employee directors whose contributions are essential to the continued growth and success of Valley. Under the plan, Valley may issue awards in amounts up to 14.5 million shares, subject to certain adjustments. As of June 30, 2026, 4.8 million shares of common stock were available for issuance under the plan.
RSUs are awarded as performance-based RSUs and time-based RSUs. Performance-based RSUs vest based on (i) growth in tangible book value per share plus dividends and (ii) total shareholder return as compared to our peer group. The performance-based RSUs “cliff” vest after three years based on the cumulative performance of Valley during that time period. Generally, time-based RSUs vest ratably in one-third increments each year over a three-year vesting period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common shares) over the applicable performance or service period. Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date or forfeited if the applicable performance or service conditions are not met.
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The table below summarizes RSU awards granted and average grant date fair values for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Award shares granted: | |||||||||||||||||||||||
| Performance-based RSUs | |||||||||||||||||||||||
| Time-based RSUs | |||||||||||||||||||||||
| Average grant date fair value per share: | |||||||||||||||||||||||
| Performance-based RSUs | $ | $ | $ | $ | |||||||||||||||||||
| Time-based RSUs | $ | $ | $ | $ | |||||||||||||||||||
Stock award fair values are expensed over the shorter of the vesting or required service period. Valley recorded total stock-based compensation expense of $8.6 million and $6.8 million for the three months ended June 30, 2026 and 2025, respectively, and $16.3 million and $13.7 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $61.5 million. This expense will be recognized over an average remaining vesting period of approximately 2.0 years. See Note 11 in Valley’s Annual Report for additional information on the stock-based compensation awards.
Note 12. Derivative Instruments and Hedging Activities
Valley enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest and currency rates.
Cash Flow Hedges of Interest Rate Risk. Valley’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, Valley has used interest rate swaps, from time to time, as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed rate amounts from a counterparty, respectively.
Fair Value Hedges of Fixed Rate Assets and Liabilities. Valley is exposed to changes in the fair value of certain fixed rate assets and liabilities due to changes in interest rates and uses interest rate swaps to manage the exposure to changes in fair value. For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings.
During the second quarter 2026, Valley entered into four interest rate swap agreements with a combined notional value of $204.3 million to hedge the fair value of certain fixed rate brokered time deposits. Valley will receive fixed rate amounts ranging from 3.73 percent to 3.93 percent, in exchange for variable rate payments based on the Floating SOFR Overnight Indexed Swap compound rate. The swaps have expiration dates ranging from December 2026 through August 2028.
During the second quarter 2026, 6 of 11 forward-starting interest rate swap agreements executed in 2024, with a combined notional value of $269.5 million, expired. The remaining five swap agreements executed in 2024 have a combined notional value of $210.8 million and expiration dates ranging from April 2027 to June 2027. Additionally, an interest rate swap agreement with a notional amount of $300 million to hedge the change in the fair value of Valley's 3.00 percent fixed-to-floating rate subordinated notes expired on June 15, 2026. See Note 14 to Valley's Annual Report for additional information regarding Valley's fair value hedges.
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Subsequent Fair Value Hedge Transactions
In July 2026, Valley entered into five interest rate swap agreements with a combined notional value of $239.0 million to hedge the fair value of certain fixed rate brokered time deposits. Valley will receive fixed rate amounts ranging from 3.93 percent to 4.16 percent, in exchange for variable rate payments based on the Floating SOFR Overnight Indexed Swap compound rate. The swaps have expiration dates ranging from February 2027 through December 2027.
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 share the risk of default on the interest rate swaps on participated loans. Valley either pays or receives a fee depending on the type of participation. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value of credit derivatives are recognized directly in earnings. At June 30, 2026, Valley had 91 credit swaps with an aggregate notional amount of $972.1 million related to risk participation agreements.
At June 30, 2026, Valley had two “steepener” swaps, each with a current notional amount of $10.4
Valley regularly enters into mortgage banking derivatives which are not designated as hedges. These derivatives include interest rate lock commitments provided to customers to fund certain residential mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. Valley enters into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on Valley's commitments to fund the loans as well as on its portfolio of mortgage loans held for sale.
Valley enters into foreign currency forward and option contracts primarily to accommodate customers. These derivatives 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 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 $471.9 million within Valley's $2.2 billion automobile loan portfolio at June 30, 2026. The credit default swap is a free-standing contract measured at fair value with resulting gains or losses recognized in non-interest expense. The premium amortization expense associated with the credit protection totaling $881 thousand and $1.8 million for the three months ended June 30, 2026 and 2025, respectively, and $1.6 million and $3.8 million for the six months ended June 30, 2026 and 2025, respectively, was recorded within other expense reported in non-interest expense.
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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, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Fair Value | Fair Value | ||||||||||||||||||||||||||||||||||
| Other Assets | Other Liabilities | Notional Amount | Other Assets | Other Liabilities | Notional Amount | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Fair value hedge interest rate swaps | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
Interest rate swaps and other contracts* | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Foreign currency derivatives | |||||||||||||||||||||||||||||||||||
| Mortgage banking derivatives | |||||||||||||||||||||||||||||||||||
| Credit default swap | |||||||||||||||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total derivative financial instruments | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Amount of gain reclassified from accumulated other comprehensive loss to interest income | $ | $ | $ | $ | |||||||||||||||||||
The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $172 thousand and $420 thousand at June 30, 2026 and December 31, 2025, respectively. The entire after-tax gain of $172 thousand will be reclassified from accumulated other comprehensive loss to interest income during the remainder of 2026.
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Gains (losses) included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Derivative - interest rate swaps: | |||||||||||||||||||||||
| Interest expense | $ | $ | |||||||||||||||||||||
| Hedged items - loans, time deposits and subordinated debt: | |||||||||||||||||||||||
| Interest income | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
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, 2026 and December 31, 2025.
| Line Item in the Statement of Financial Condition in Which the Hedged Item is Included | Net Carrying Amount of the Hedged Asset/ Liability | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset/Liability | ||||||||||||
| (in thousands) | ||||||||||||||
| June 30, 2026 | ||||||||||||||
| Time deposits | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||
| Time deposits | $ | $ | ||||||||||||
| Long-term borrowings * | ( | |||||||||||||
* Net carrying amount includes unamortized debt issuance costs of $368 thousand at December 31, 2025.
The net (losses) gains 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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Non-designated hedge interest rate swaps and credit derivatives | |||||||||||||||||||||||
| Other non-interest expense | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commercial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $9.6 million and $8.3 million for the three months ended June 30, 2026 and 2025, respectively, and $19.2 million and $14.0 million for the six months ended June 30, 2026 and 2025, respectively.
Collateral Requirements and Credit Risk Related Contingent Features. By using derivatives, Valley is exposed to credit risk if counterparties to the derivative contracts do not perform as expected. Management attempts to minimize counterparty credit risk through credit approvals, limits, monitoring procedures and obtaining collateral where appropriate. Credit risk exposure associated with derivative contracts is managed at Valley in conjunction with Valley’s consolidated counterparty risk management process. Valley’s counterparties and the risk limits monitored by management are periodically reviewed and approved by the Board.
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Valley has agreements with its derivative counterparties providing that if Valley defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Valley could also be declared in default on its derivative counterparty agreements. Additionally, Valley has an agreement with several of its derivative counterparties that contains provisions that require Valley’s debt to maintain an investment grade credit rating from each of the major credit rating agencies from which it receives a credit rating. If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparties could terminate the derivative positions, and Valley would be required to settle its obligations under the agreements. As of June 30, 2026, Valley was in compliance with all of the provisions of its derivative counterparty agreements. The total combined fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at June 30, 2026. Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties.
Note 13. Balance Sheet Offsetting
Some financial instruments, including certain OTC derivatives (mostly interest rate swaps), may be eligible for offset in the consolidated statements of financial condition and/or subject to master netting arrangements or similar agreements. OTC derivatives include interest rate swaps executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house (presented in the table below). The credit risk associated with bilateral OTC derivatives is managed through obtaining collateral and enforceable master netting agreements.
Valley is party to master netting arrangements with its financial institution counterparties; however, Valley does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable investment securities, is posted by or received from the counterparty with net liability or asset positions, respectively, in accordance with contract thresholds. Master repurchase agreements, which include “right of set-off” provisions, generally have a legally enforceable right to offset recognized amounts. In such cases, the collateral would be used to settle the fair value of the swap or repurchase agreement should Valley be in default. The total amount of collateral held or pledged cannot exceed the net fair values of derivatives with the counterparty.
The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of June 30, 2026 and December 31, 2025.
| Gross Amounts Not Offset | |||||||||||||||||||||||||||||||||||
| Gross Amounts Recognized | Gross Amounts Offset | Net Amounts Presented | Financial Instruments | Cash Collateral * | Net Amount | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Interest rate swaps and other contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Interest rate swaps and other contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Interest rate swaps and other contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Interest rate swaps and other contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
* Cash collateral received from or pledged to our counterparties in relation to market value exposures of OTC derivative contracts in an asset/liability position.
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Note 14. Tax Credit Investments
Valley’s tax credit investments are related to investments promoting qualified affordable housing projects and other investments related to community development, largely consisting of new market tax credit investments. Some of these tax-advantaged investments support Valley’s regulatory compliance with the CRA. Valley’s investments in these entities generate a return primarily through the realization of federal income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction of income tax expense.
Valley’s tax credit investments are carried in other assets on the consolidated statements of financial condition. Certain liabilities related to the tax credit investments are carried in accrued expenses and other liabilities on the consolidated statements of financial condition. Valley recognizes amortization of tax credit investments, including impairment losses, within non-interest expense in the consolidated statements of income using the equity method of accounting. After initial measurement, the carrying amounts of tax credit investments with non-readily determinable fair values are increased to reflect Valley's share of income of the investee and are reduced to reflect its share of losses of the investee, dividends received and impairments, if applicable.
The following table presents the balances of Valley’s affordable housing tax credit investments and other tax credit investments at June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Other assets: | |||||||||||
| Affordable housing tax credit investments, net | $ | $ | |||||||||
| Other tax credit investments, net | |||||||||||
| Total tax credit investments, net | $ | $ | |||||||||
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, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Components of income tax expense: | |||||||||||||||||||||||
| Affordable housing tax credits and other tax benefits | $ | $ | $ | $ | |||||||||||||||||||
| Other tax credit investment credits and tax benefits | |||||||||||||||||||||||
| Total reduction in income tax expense | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of tax credit investments: | |||||||||||||||||||||||
| Affordable housing tax credit investment losses | $ | $ | $ | $ | |||||||||||||||||||
| Affordable housing tax credit investment impairment losses | |||||||||||||||||||||||
| Other tax credit investment losses | |||||||||||||||||||||||
| Other tax credit investment impairment losses | |||||||||||||||||||||||
| Total amortization of tax credit investments recorded in non-interest expense | $ | $ | $ | $ | |||||||||||||||||||
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.
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The CEO of Valley is the Chief Operating Decision Maker who assesses performance of each operating segment to better understand their cost, opportunity value and impact to Valley's consolidated earnings. Each operating 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, 2026.
The Consumer Banking segment is mainly comprised of residential mortgages and automobile loans, and to a lesser extent, business purpose loans to wealth management clients, secured personal lines of credit, home equity loans and other consumer loans. The duration of the residential mortgage loan portfolio is subject to movements in the market level of interest rates and forecasted prepayment speeds. The weighted average life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles. Consumer Banking also includes the Wealth Management and Insurance Services Division, comprised of asset management advisory, brokerage, trust, personal and title insurance, tax credit advisory services, and international and domestic private banking businesses.
The Commercial Banking segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as adjustable and fixed rate owner occupied and commercial real estate loans. Due to the portfolio’s interest rate characteristics, Commercial Banking is Valley’s operating segment that is most sensitive to movements in market interest rates.
Treasury and Corporate Other largely consists of the Treasury managed HTM debt securities and AFS debt securities portfolios mainly utilized in the liquidity management needs of our lending segments and income and expense items resulting from support functions not directly attributable to a specific segment. Interest income is generated through investments in various types of securities (mainly comprised of fixed rate securities) and interest bearing deposits with other banks (primarily the Federal Reserve Bank of New York). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are allocated from Treasury and Corporate Other to operating segments. Other non-interest income items and general expenses are allocated from Treasury and Corporate Other to each operating segment utilizing a methodology that involves an allocation of operating and funding costs based on each segment's respective mix of average interest earning assets outstanding for the period, number of deposits, or direct allocation to the segments based on the nature of income and expense. Unallocated items included in Treasury and Corporate Other consist of net gains and losses on AFS and HTM securities transactions, amortization of tax credit investments, as well as other non-core items, such as corporate restructuring charges and loss on extinguishment of debt.
The accounting for each operating segment and Treasury and Corporate Other includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under GAAP. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to any other financial institution. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.
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The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||
| Consumer Banking | Commercial Banking | Treasury and Corporate Other | Total | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
Average interest earning assets | $ | $ | $ | $ | |||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Provision (credit) for credit losses | ( | ||||||||||||||||||||||
| Net interest income after provision for credit losses | |||||||||||||||||||||||
| Non-interest income | |||||||||||||||||||||||
| Non-interest expense | |||||||||||||||||||||||
| Salary and employee benefits expense | |||||||||||||||||||||||
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| Technology, furniture and equipment expense | |||||||||||||||||||||||
| FDIC insurance assessment | |||||||||||||||||||||||
| Professional and legal fees | |||||||||||||||||||||||
| Other segment items * | |||||||||||||||||||||||
| Total non-interest expense | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ( | $ | ||||||||||||||||||
Return on average interest earning assets (pre-tax) | % | % | ( | % | % | ||||||||||||||||||
| Net interest margin | % | % | % | % | |||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| Consumer Banking | Commercial Banking | Treasury and Corporate Other | Total | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
Average interest earning assets | $ | $ | $ | $ | |||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||
| Net interest income after provision for credit losses | |||||||||||||||||||||||
| Non-interest income | |||||||||||||||||||||||
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| Salary and employee benefits expense | |||||||||||||||||||||||
| Net occupancy expense | |||||||||||||||||||||||
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| FDIC insurance assessment | |||||||||||||||||||||||
| Professional and legal fees | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Other segment items * | |||||||||||||||||||||||
| Total non-interest expense | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ( | $ | ||||||||||||||||||
Return on average interest earning assets (pre-tax) | % | % | ( | % | % | ||||||||||||||||||
| Net interest margin | % | % | % | % | |||||||||||||||||||
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| Six Months Ended June 30, 2026 | |||||||||||||||||||||||
| Consumer Banking | Commercial Banking | Treasury and Corporate Other | Total | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
Average interest earning assets | $ | $ | $ | $ | |||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||
| Net interest income after provision for credit losses | |||||||||||||||||||||||
| Non-interest income | |||||||||||||||||||||||
| Non-interest expense | |||||||||||||||||||||||
| Salary and employee benefits expense | |||||||||||||||||||||||
| Net occupancy expense | |||||||||||||||||||||||
| Technology, furniture and equipment expense | |||||||||||||||||||||||
| FDIC insurance assessment | |||||||||||||||||||||||
| Professional and legal fees | |||||||||||||||||||||||
| Other segment items * | |||||||||||||||||||||||
| Total non-interest expense | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ( | $ | ||||||||||||||||||
Return on average interest earning assets (pre-tax) | % | % | ( | % | % | ||||||||||||||||||
| Net interest margin | % | % | % | % | |||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| Consumer Banking | Commercial Banking | Treasury and Corporate Other | Total | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
Average interest earning assets | $ | $ | $ | $ | |||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
| (Credit) provision for credit losses | ( | ( | |||||||||||||||||||||
| Net interest income after provision for credit losses | |||||||||||||||||||||||
| Non-interest income | |||||||||||||||||||||||
| Non-interest expense | |||||||||||||||||||||||
| Salary and employee benefits expense | |||||||||||||||||||||||
| Net occupancy expense | |||||||||||||||||||||||
| Technology, furniture and equipment expense | |||||||||||||||||||||||
| FDIC insurance assessment | |||||||||||||||||||||||
| Professional and legal fees | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Other segment items * | |||||||||||||||||||||||
| Total non-interest expense | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ( | $ | ||||||||||||||||||
Return on average interest earning assets (pre-tax) | % | % | ( | % | % | ||||||||||||||||||
| Net interest margin | % | % | % | % | |||||||||||||||||||
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| * | 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 forward-looking terminology such as “intend,” “should,” “expect,” “believe,” “position,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “would,” “could,” “typically,” “usually,” “anticipate,” “may,” “estimate,” “outlook,” “project” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated in these forward-looking statements include, but are not limited to:
•the impact of market interest rates and monetary and fiscal policies of the U.S. federal government and its agencies in connection with prolonged inflationary pressures, which could have a material adverse effect on our clients, our business, our employees, and our ability to provide services to our customers;
•the impact of unfavorable macroeconomic conditions or downturns, including instability or volatility in financial markets resulting from the impact of tariffs/import fees and other trade policies and practices, any retaliatory actions, changes in energy commodity prices, related market uncertainty, or other factors; U.S. government debt default or rating downgrade; unanticipated loan delinquencies; loss of collateral; decreased service revenues; increased business disruptions or failures; reductions in employment; and other potential negative effects on our business, employees or clients caused by factors outside of our control, such as new legislation and policy changes under the current U.S. presidential administration, any shutdown of the U.S. federal government, geopolitical instabilities or events, including ongoing conflicts in the Middle East, natural and other disasters, including severe weather events and other climate-related risks, health emergencies, acts of terrorism, or other external events;
•the impact of any potential instability within the U.S. financial sector or future bank failures, including the possibility of a run on deposits by a coordinated deposit base, and the impact of any actual or perceived concerns regarding the soundness, or creditworthiness, of other financial institutions, including any resulting disruption within the financial markets, increased expenses, including FDIC insurance assessments, or adverse impact on our stock price, deposits or our ability to borrow or raise capital;
•the impact of negative public opinion regarding Valley or banks in general that damages our reputation and adversely impacts business and revenues;
•changes in the statutes, regulations, policies, enforcement priorities, or composition of the federal bank regulatory agencies;
•the loss of or decrease in lower-cost funding sources within our deposit base;
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•investigations, damage verdicts, settlements or restrictions related to existing or potential class action litigation or individual litigation arising from claims of violations of laws or regulations, contractual claims, breach of fiduciary responsibility, negligence, fraud, environmental laws, patent, trademark or other intellectual property infringement, misappropriation or other violation, employment-related claims, and other matters;
•a prolonged downturn and contraction in the economy, as well as any decline in commercial real estate values collateralizing a significant portion of our loan portfolio;
•higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations, and case law;
•the inability to grow customer deposits to keep pace with the level of loan growth;
•a material change in our allowance for credit losses due to forecasted economic conditions and/or unexpected credit deterioration in our loan and investment portfolios;
•the need to supplement debt or equity capital to maintain or exceed internal capital thresholds;
•changes in our business, strategy, market conditions or other factors that may negatively impact the estimated fair value of our goodwill and other intangible assets and result in future impairment charges;
•greater than expected technology-related costs due to, among other factors, prolonged or failed implementations, additional project staffing and obsolescence caused by continuous and rapid market innovations;
•increased competitive challenges and competitive pressure on pricing of our products and services;
•our ability to stay current with rapid technological changes and evolving legal and regulatory requirements in the financial services industry, including developments relating to the use of artificial intelligence, blockchain, and related regulatory developments, as well as our ability to effectively assess and monitor the effects of, and risks associated with, the implementation and use of such technology;
•cyberattacks, ransomware attacks, computer viruses, malware or other cybersecurity incidents that may breach the security of our or our third-party service providers’ websites or other systems or networks to obtain unauthorized access to personal, confidential, proprietary or sensitive information, destroy data, disable or degrade service, or sabotage our systems or networks, and the increasing sophistication of such attacks and use of targeted tactics against the financial services industry;
•any disruption of our systems and network, or those of our third-party service providers, resulting from events that are wholly or partially beyond our control, including, for example, electrical, telecommunications, or other major service outages, or actions by employees, which may give rise to financial loss or liability;
•results of examinations by the OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write down assets, reimburse customers, change the way we do business, or limit or eliminate certain other banking activities;
•application of heightened regulatory standards for certain large insured national banks, and the expenses we will incur to develop policies, programs, and systems that comply with the enhanced standards applicable to us;
•our inability or determination not to pay dividends at current levels, or at all, because of inadequate earnings, regulatory restrictions or limitations, changes in our capital requirements, or a decision to increase capital by retaining more earnings;
•unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather and other climate-related risks, pandemics or other public health crises, acts of terrorism or other external events;
•our ability to successfully execute our business plan and strategic initiatives; and
•unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, risk mitigation strategies, changes in regulatory lending guidance or other factors.
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A detailed discussion of factors that could affect our results is included in our SEC filings, including Item 1A. “Risk Factors” of Valley's Annual Report.
We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law. Although we believe that the expectations reflected in the 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, 2026, we identified our policies on the allowance for credit losses, goodwill and other intangible assets, and income taxes to be critical accounting policies because management has to make subjective and/or complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. Management has reviewed the application of these policies and estimates with the Audit Committee of Valley’s Board. Our critical accounting policies and estimates are described in detail in Part II, Item 7 in Valley’s Annual Report, and there have been no material changes in such policies and estimates since the date of Valley’s Annual Report.
New Authoritative Accounting Guidance
See Note 4 to the consolidated financial statements for a description of new authoritative accounting guidance, including the dates of adoption and effects on results of operations and financial condition.
Executive Summary
Company Overview. At June 30, 2026, Valley had consolidated total assets of approximately $66.3 billion, total net loans of $51.9 billion, total deposits of $54.1 billion and total shareholders’ equity of $7.9 billion. Valley operates many convenient branch and commercial banking office locations nationwide and serves clients across New Jersey, New York, Florida, Alabama, California, Illinois, Pennsylvania and Arizona. Of our current network of 228 branches, 55 percent, 18 percent, and 19 percent of the branches are located in New Jersey, New York, and Florida, respectively, with the remaining 8 percent of the branches in Alabama, California, and Illinois combined.
Financial Condition. During the second quarter 2026, we continued to expand our business and grow the balance sheet in a responsible manner to best perform in the current economic environment, while also prudently managing the overall risk of our loan portfolio. The following items are highlights at June 30, 2026.
•Deposits: Total deposit balances increased $1.3 billion to $54.1 billion at June 30, 2026 as compared to $52.9 billion at March 31, 2026. Direct customer deposits increased $1.1 billion during the second quarter 2026 mainly due to inflows from retail CD offerings and growth in our commercial customer deposits. Non-interest bearing deposits increased $298.6 million reflecting continued expansion of relationships with commercial banking customers during the second quarter 2026. See the “Deposits and Other Borrowings” section for more details.
•Loans: Total loans increased $1.6 billion, or 12.9 percent on an annualized basis, to $52.5 billion at June 30, 2026 from March 31, 2026 mostly due to increases of $857.2 million and $638.9 million in commercial and industrial loans and total commercial real estate loans, respectively. Loan originations from a range of relationship-driven small to midsize clients continued to drive the growth in commercial and industrial loans during the second quarter 2026, while new owner occupied and select multifamily loan originations were the primary contributors to the growth in the commercial real estate loan portfolio at
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June 30, 2026. Our CRE loan concentration ratio (defined as total commercial real estate loans held for investment and held for sale, excluding owner occupied loans, as a percentage of total risk-based capital) continued to decline to 317 percent at June 30, 2026 from 329 percent at March 31, 2026 largely due to organic capital accretion and a $200 million increase in (Tier 2) total risk-based capital related to our issuance of subordinated notes during the second quarter 2026. Based on our current loan growth and regulatory capital targets, we expect a continued gradual reduction of the CRE loan concentration ratio over the second half of 2026. See further details of our loan activities under the “Loan Portfolio” section below.
•Allowance for Credit Losses for Loans: The ACL for loans totaled $606.9 million and $599.8 million at June 30, 2026 and March 31, 2026, respectively, representing 1.16 percent and 1.18 percent of total loans at each respective date. During the second quarter 2026, we recorded a provision for credit losses for loans of $29.2 million as compared to $21.2 million and $37.8 million for the first quarter 2026 and second quarter 2025, respectively. See the “Allowance for Credit Losses for Loans” section for additional information.
•Credit Quality: Net loan charge-offs totaled $22.0 million for the second quarter 2026 as compared to $17.5 million and $37.8 million for the first quarter 2026 and second quarter 2025, respectively. Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) increased $52.3 million to $180.2 million, or 0.34 percent of total loans, at June 30, 2026 as compared to $127.9 million, or 0.25 percent of total loans, at March 31, 2026. The increase was mainly due to a few larger CRE loans within the 30 to 59 days past due delinquency category. Non-accrual loans totaled $462.6 million, or 0.88 percent of total loans, at June 30, 2026 as compared to $432.6 million, or 0.85 percent of total loans, at March 31, 2026. See the “Non-Performing Assets” section for additional information.
•Liquid Assets: Our liquid assets totaled $5.6 billion at both June 30, 2026 and March 31, 2026, representing 9.1 percent and 9.4 percent of interest earning assets at each respective period end. We continue to maintain significant access to readily available, diverse funding sources to fulfill both short-term and long-term funding needs. See the “Bank Liquidity” section for additional information.
•Regulatory Capital and Shareholders' Equity: Total shareholders' equity increased $88.7 million to $7.9 billion at June 30, 2026 as compared to March 31, 2026. Valley's total risk-based capital, CET1 (common equity Tier 1) capital, Tier 1 capital and Tier 1 leverage capital ratios were 13.77 percent, 10.71 percent, 11.37 percent, and 9.49 percent, respectively, at June 30, 2026 as compared to 13.66 percent, 10.91 percent, 11.60 percent and 9.56 percent, respectively, at March 31, 2026. During the second quarter 2026, we repurchased a total of 1.5 million shares of our common stock at an average price of $13.40 under our current stock repurchase plan. Currently, we expect that Valley's CET1 capital ratio will remain near the midpoint of the 10.50 to 11.00 percent range previously disclosed in Valley's Annual Report through December 31, 2026. See the “Capital Adequacy” section below for more information.
Quarterly Results. Net income for the second quarter 2026 was $170.9 million, or $0.29 per diluted common share, as compared to $133.2 million, or $0.22 per diluted common share, for the second quarter 2025. The $37.7 million increase in quarterly net income as compared to the same quarter one year ago was mainly due to the following changes:
•a $54.6 million increase in net interest income mainly driven by lower interest rates on most interest bearing deposit products and higher average loan and investment securities balances for the second quarter 2026, partially offset by lower yields largely on adjustable-rate loans;
•an $11.1 million increase in non-interest income that was largely generated by strong transactional income from the capital markets, service charges on deposit accounts, and wealth management and trust fee categories; and
•an $8.6 million decrease in our provision for credit losses mostly due to lower commercial and industrial loan charge-offs as compared to one year ago and a decline in quantitative reserves largely within certain commercial real estate loan categories; which were partially offset by:
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•a $27.0 million increase in non-interest expense primarily due to increased investments in talent (largely focused in the commercial and consumer banking and technology areas) and enhancements in our business model and technology transformation efforts, as well as higher tax credit amortization; and
•a $9.6 million increase in income taxes mainly due to higher pre-tax income, partially offset by increased investments in tax credits.
See the “Net Interest Income,” “Non-Interest Income,” “Non-Interest Expense” and “Income Taxes” sections below for more details on the impact of the items above and other infrequent non-core items impacting our second quarter 2026 results.
U.S. Economic Conditions. During the second quarter 2026, real GDP increased at an estimated annual rate of 1.5 percent as compared to an increase of 2.1 percent during the first quarter 2026. The decrease from the first quarter 2026 was mainly driven by a decline in government spending, exports, and gross private domestic investment, partly offset by an increase in consumer spending. Imports increased more in the second quarter than in the first quarter. Inflation increased to 4.2 percent in the second quarter 2026 as compared to 2.7 percent for the first quarter 2026, primarily driven by higher energy and gasoline prices associated with ongoing geopolitical tensions.
In June and July 2026, the FOMC maintained the target range for the federal funds rate at 3.50 - 3.75 percent, unchanged since December 2025. However, the prolonged high level of inflation remains a central focus and could result in future monetary policy actions by the FOMC.
The 10-year U.S. Treasury note yield ended the second quarter 2026 at 4.42 percent, or 12 basis points higher as compared to the first quarter 2026, and the 2-year U.S. Treasury note yield ended the second quarter 2026 at 4.14 percent, or 35 basis points higher as compared to the first quarter 2026.
Total loans and leases for U.S. commercial banks increased 2.0 percent in the second quarter 2026 compared to 2.1 percent in the first quarter 2026. Commercial and industrial loans increased by 3.6 percent, while commercial real estate loans increased 0.8 percent from the first quarter 2026 to second quarter 2026. Overall, most banks reported tightening of underwriting standards on commercial real estate loans and commercial and industrial loans.
The economic outlook during the second quarter of 2026 was characterized by moderating economic growth, a gradually softening labor market, continuing geopolitical tensions, and ongoing uncertainty regarding U.S. fiscal, trade and monetary policy. While consumer spending and business activity generally remained resilient, concerns regarding slower employment growth, elevated government deficits, and the potential economic effects of evolving trade policies and global conflicts contributed to increased caution among businesses and investors. Inflationary pressures continued to moderate; however, volatility in energy markets and other external factors created uncertainty regarding the timing and extent of future interest rate adjustments. These macroeconomic conditions have contributed to a more uncertain operating environment for banking institutions and may affect loan demand, credit performance, deposit trends, and capital markets activity. Should economic conditions weaken or financial market volatility increase, our customers, business operations, and financial results could be adversely affected, as discussed elsewhere in this MD&A.
Deposits and Other Borrowings
We define cumulative deposit beta as the change in our cost of total deposits relative to the change in the average Fed Funds (upper bound) rate. 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, 2026) was 51 percent. The deposit beta in the second quarter 2026 was mainly driven by the mix shift of our deposit balances discussed further below. See the “Net Interest Income” section for additional details on the changes in our cost of deposits during the second quarter 2026.
Total average deposits increased by $801.1 million to $53.2 billion for the second quarter 2026 as compared to the first quarter 2026. Average time deposit balances increased $654.4 million from the first quarter 2026 mainly due to
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deposits generated from targeted retail CD offerings throughout the second quarter 2026, as well as higher balances of brokered CDs. Average non-interest bearing deposits also increased $430.7 million to $12.4 billion for the second quarter 2026 as compared to the first quarter 2026 mostly due to the continued successful expansion of our commercial banking customer relationships. Average savings, NOW and money market deposits decreased $283.9 million to $28.9 billion for the second quarter 2026 as compared to the first quarter 2026 mainly due to repayments of floating rate sweep account balances within brokered deposits, partially offset by additional deposits generated from commercial deposit accounts. Average non-interest-bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 23 percent, 55 percent, and 22 percent of total deposits for the second quarter 2026, respectively, as compared to 23 percent, 56 percent, and 21 percent of total deposits for the first quarter 2026, respectively.
Actual ending balances for deposits increased $1.3 billion to $54.1 billion at June 30, 2026 from March 31, 2026 mainly due to increases of $1.5 billion and $298.6 million in time and non-interest bearing deposits, respectively, partially offset by a $506.1 million decline in the savings, NOW and money market deposit category. The increase in time deposits was largely driven by our targeted retail CD offerings and higher indirect customer CD balances at June 30, 2026. The increase in non-interest bearing deposits was mainly due to continued deposit inflows from commercial banking customers during the second quarter 2026. The decrease in savings, NOW and money market deposits from March 31, 2026 was mainly driven by lower brokered sweep and governmental account balances at June 30, 2026. Total indirect customer deposits (mainly consisting of brokered time and money market deposits) totaled $5.3 billion and $5.1 billion at June 30, 2026 and March 31, 2026, respectively. During the second quarter 2026, we entered into fair value interest rate swap transactions with a combined notional value of $204.3 million that effectively converted a portion of our fixed rate brokered time deposits to variable interest rates through their contractual maturity dates. See Note 12 to the consolidated financial statements for additional information. 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 at June 30, 2026 as compared to 23 percent, 55 percent and 22 percent at March 31, 2026.
The following table summarizes CDs included in time deposits in excess of the FDIC insurance limit by maturity at June 30, 2026:
| June 30, 2026 | ||||||||
| (in thousands) | ||||||||
| Less than three months | $ | 1,059,816 | ||||||
| Three to six months | 666,650 | |||||||
| Six to twelve months | 1,084,996 | |||||||
| More than twelve months | 150,143 | |||||||
| Total | $ | 2,961,605 | ||||||
Total estimated uninsured deposits, excluding collateralized government deposits and intercompany deposits (i.e., deposits eliminated in consolidation), totaled approximately $15.0 billion, or 28 percent of total deposits, at both June 30, 2026 and March 31, 2026.
We currently expect total deposit growth for the full-year 2026 to be near the high end of the 5 to 7 percent range previously disclosed in Valley's Annual Report. While we maintained a diversified commercial and consumer deposit base at June 30, 2026, deposit gathering initiatives and our current deposit base could be challenged due to increased market competition, changes in customer behavior, including attractive non-deposit investment alternatives, and other factors. As a result, we cannot guarantee that we will be able to increase or maintain deposit levels at or near those reported at June 30, 2026. Management continuously monitors liquidity and all available funding sources, including non-deposit borrowings discussed below. See the “Liquidity and Cash Requirements” section of this MD&A for additional information.
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The following table presents average short-term and long-term borrowings for the periods indicated:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Average short-term borrowings: | |||||||||||||||||||||||||||||
| FHLB advances | $ | 584,890 | $ | — | $ | 128,846 | $ | 294,061 | $ | 185,083 | |||||||||||||||||||
| Securities sold under repurchase agreements | 66,677 | 70,698 | 61,052 | 68,676 | 60,873 | ||||||||||||||||||||||||
| Federal funds purchased | 22,527 | 1,111 | 6,593 | 11,879 | 5,801 | ||||||||||||||||||||||||
| Total | $ | 674,094 | $ | 71,809 | $ | 196,491 | $ | 374,616 | $ | 251,757 | |||||||||||||||||||
| Average long-term borrowings: | |||||||||||||||||||||||||||||
| FHLB advances | $ | 1,970,747 | $ | 2,345,826 | $ | 2,456,681 | $ | 2,157,250 | $ | 2,378,819 | |||||||||||||||||||
| Subordinated debt | 656,100 | 445,806 | 632,166 | 551,534 | 640,407 | ||||||||||||||||||||||||
| Junior subordinated debentures issued to capital trusts | 57,934 | 57,847 | 57,587 | 57,891 | 57,544 | ||||||||||||||||||||||||
| Total | $ | 2,684,781 | $ | 2,849,479 | $ | 3,146,434 | $ | 2,766,675 | $ | 3,076,770 | |||||||||||||||||||
Average short-term borrowings for the second quarter 2026 increased $602.3 million from the first quarter 2026 and increased $477.6 million from the second quarter 2025. The increases were mainly driven by the issuance of new FHLB advances primarily used as a short-term funding source for loan originations during the second quarter 2026.
Average long-term borrowings (including junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition) decreased $164.7 million and $461.7 million as compared to the first quarter 2026 and second quarter 2025, respectively. The decrease from the first quarter 2026 was mainly due to contractual maturities and repayments of the FHLB advances and, to a lesser extent, Valley's full early redemption of $300 million of its 3.00 percent fixed-to-floating rate subordinated notes on June 15, 2026, partially offset by Valley's issuance of $500 million of 6.219 percent fixed-to-floating rate subordinated notes in May 2026.
Actual ending balances of short-term borrowings increased $369.6 million to $433.5 million at June 30, 2026 from March 31, 2026 due to $375 million of short-term FHLB advances outstanding at June 30, 2026, partially offset by a modest decline in securities sold under repurchase agreements. Long-term borrowings totaled $2.6 billion at June 30, 2026 and increased $46.3 million as compared to March 31, 2026. The increase was mainly attributable to the aforementioned issuance of $500 million of subordinated notes and $100 million of long-term FHLB advances, partially offset by the redemption of the 3.00 percent subordinated notes and the repayment of matured FHLB advances during the second quarter 2026. See Note 10 to the consolidated financial statements for additional information.
Non-GAAP Financial Measures
The table below presents selected performance indicators, their comparative non-GAAP measures and the (non-GAAP) efficiency ratio for the periods indicated. Valley believes that the non-GAAP financial measures provide useful supplemental information to both management and investors in understanding Valley's underlying operational performance, business, and performance trends, and may facilitate comparisons of our current and prior performance with the performance of others in the financial services industry. Management utilizes these measures for internal planning, forecasting, and analysis purposes. Management believes that Valley’s presentation and discussion of this supplemental information, together with the accompanying reconciliations to the GAAP financial measures, also allows investors to view performance in a manner similar to management. These non-GAAP financial measures should not be considered in isolation, as a substitute for or superior to financial measures calculated in accordance with GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies.
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The following table presents our annualized performance ratios:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Selected Performance Indicators | ($ in thousands) | ||||||||||||||||||||||
| GAAP measures: | |||||||||||||||||||||||
| Net income, as reported | $ | 170,885 | $ | 133,167 | $ | 334,798 | $ | 239,225 | |||||||||||||||
| Return on average assets | 1.04 | % | 0.86 | % | 1.03 | % | 0.77 | % | |||||||||||||||
| Return on average shareholders’ equity | 8.65 | 7.08 | 8.50 | 6.39 | |||||||||||||||||||
| Non-GAAP measures: | |||||||||||||||||||||||
| Net income, as adjusted | $ | 172,846 | $ | 134,415 | $ | 341,736 | $ | 240,481 | |||||||||||||||
| Return on average assets, as adjusted | 1.05 | % | 0.87 | % | 1.05 | % | 0.78 | % | |||||||||||||||
| Return on average shareholders' equity, as adjusted | 8.75 | 7.15 | 8.67 | 6.42 | |||||||||||||||||||
| Return on average tangible common shareholders' equity (ROATCE) | 11.91 | 10.02 | 11.74 | 9.07 | |||||||||||||||||||
| ROATCE, as adjusted | 12.05 | 10.12 | 11.98 | 9.12 | |||||||||||||||||||
| Efficiency ratio, as adjusted | 52.11 | 55.20 | 52.60 | 55.53 | |||||||||||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| Common Equity Per Share Data: | |||||||||||
| Book value per common share (GAAP) | $ | 13.67 | $ | 13.39 | |||||||
| Tangible book value per common share (non-GAAP) | 10.13 | 9.85 | |||||||||
Non-GAAP Reconciliations to GAAP Financial Measures
Adjusted net income is computed as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net income, as reported (GAAP) | $ | 170,885 | $ | 133,167 | $ | 334,798 | $ | 239,225 | |||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
Add: Restructuring charge (1) | 2,513 | 800 | 8,202 | 800 | |||||||||||||||||||
Add: Litigation reserve (2) | 230 | — | 1,492 | — | |||||||||||||||||||
Add: Losses on available for sale and held to maturity debt securities, net (3) | — | — | 10 | 11 | |||||||||||||||||||
| Add: Loss on extinguishment of debt | — | 922 | — | 922 | |||||||||||||||||||
| Total non-GAAP adjustments to net income | $ | 2,743 | $ | 1,722 | $ | 9,704 | $ | 1,733 | |||||||||||||||
Income tax adjustments related to non-GAAP adjustments (4) | (782) | (474) | (2,766) | (477) | |||||||||||||||||||
| Net income, as adjusted (non-GAAP) | $ | 172,846 | $ | 134,415 | $ | 341,736 | $ | 240,481 | |||||||||||||||
(1) | Represents severance expense related to workforce reductions within salary and employee benefits expense. | |||||||||||||||||||||||||||||||
(2) | Represents the change in legal reserves and settlement charges included in professional and legal fees. | |||||||||||||||||||||||||||||||
(3) | Included in gains (losses) on securities transactions, net. | |||||||||||||||||||||||||||||||
(4) | Calculated using the appropriate blended statutory tax rate for the applicable period. | |||||||||||||||||||||||||||||||
In addition to the items used to calculate net income, as adjusted, in the table above, our net income is, from time to time, impacted by fluctuations in the overall level of capital markets income, wealth management and trust fees, and net gains on sales of loans. These amounts can vary widely from period to period due to, among other factors, commercial loan customer demand for certain interest rate swap products, brokerage and tax credit investment
57
advisory activities and the amount and timing of residential mortgage loans originated for sale. 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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Net income, as adjusted (non-GAAP) | $ | 172,846 | $ | 134,415 | $ | 341,736 | $ | 240,481 | |||||||||||||||
| Average assets (GAAP) | $ | 65,584,823 | $ | 62,106,945 | $ | 64,891,306 | $ | 61,806,614 | |||||||||||||||
| Annualized return on average assets, as adjusted (non-GAAP) | 1.05 | % | 0.87 | % | 1.05 | % | 0.78 | % | |||||||||||||||
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Net income, as adjusted (non-GAAP) | $ | 172,846 | $ | 134,415 | $ | 341,736 | $ | 240,481 | |||||||||||||||
| Average shareholders' equity (GAAP) | $ | 7,901,688 | $ | 7,524,231 | $ | 7,878,746 | $ | 7,491,395 | |||||||||||||||
| Annualized return on average shareholders' equity, as adjusted (non-GAAP) | 8.75 | % | 7.15 | % | 8.67 | % | 6.42 | % | |||||||||||||||
ROATCE and adjusted ROATCE are computed by dividing net income and adjusted net income (excluding intangible amortization, net of tax), respectively, by average tangible common shareholders’ equity calculated as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Net income available to common shareholders, as reported (GAAP) | $ | 163,569 | $ | 126,219 | $ | 320,265 | $ | 225,322 | |||||||||||||||
| Add: Amortization of other intangible assets (net of tax), other than loan servicing rights | 4,247 | 5,120 | 8,993 | 10,739 | |||||||||||||||||||
| Net income available to common shareholders excluding intangible amortization (non-GAAP) | 167,816 | 131,339 | 329,258 | 236,061 | |||||||||||||||||||
| Average shareholders’ equity (GAAP) | $ | 7,901,688 | $ | 7,524,231 | $ | 7,878,746 | $ | 7,491,395 | |||||||||||||||
| Less: Average preferred shareholders equity | 354,345 | 354,345 | 354,345 | 354,345 | |||||||||||||||||||
| Less: Average goodwill (net of deferred tax liability) | 1,858,851 | 1,859,614 | 1,858,851 | 1,859,614 | |||||||||||||||||||
| Less: Average intangible assets (net of deferred tax liability), other than loan servicing rights | 51,387 | 69,367 | 54,218 | 72,748 | |||||||||||||||||||
| Average tangible common shareholders' equity (non-GAAP) | $ | 5,637,105 | $ | 5,240,905 | $ | 5,611,332 | $ | 5,204,688 | |||||||||||||||
| ROATCE (non-GAAP) | 11.91 | % | 10.02 | % | 11.74 | % | 9.07 | % | |||||||||||||||
| Net income available to common shareholders, as adjusted (non-GAAP) | $ | 165,530 | $ | 127,467 | $ | 327,203 | $ | 226,578 | |||||||||||||||
| Add: Amortization of other intangible assets (net of tax), other than loan servicing rights | 4,247 | 5,120 | 8,993 | 10,739 | |||||||||||||||||||
| Net income available to common shareholders excluding intangible amortization (non-GAAP) | 169,777 | 132,587 | 336,196 | 237,317 | |||||||||||||||||||
| Average tangible common shareholders' equity (non-GAAP) | $ | 5,637,105 | $ | 5,240,905 | $ | 5,611,332 | $ | 5,204,688 | |||||||||||||||
| ROATCE, as adjusted (non-GAAP) | 12.05 | % | 10.12 | % | 11.98 | % | 9.12 | % | |||||||||||||||
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The efficiency ratio is computed as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Total non-interest expense, as reported (GAAP) | $ | 311,123 | $ | 284,122 | $ | 621,049 | $ | 560,740 | |||||||||||||||
Less: Restructuring charge (pre-tax) (1) | 2,513 | 800 | 8,202 | 800 | |||||||||||||||||||
| Less: Amortization of tax credit investments (pre-tax) | 16,157 | 9,134 | 32,171 | 18,454 | |||||||||||||||||||
Less: Litigation reserve (pre-tax) (2) | 230 | — | 1,492 | — | |||||||||||||||||||
| Less: Loss on extinguishment of debt (pre-tax) | — | 922 | — | 922 | |||||||||||||||||||
| Total non-interest expense, as adjusted (non-GAAP) | $ | 292,223 | $ | 273,266 | $ | 579,184 | $ | 540,564 | |||||||||||||||
| Net interest income, as reported (GAAP) | 487,024 | 432,408 | 958,549 | 852,513 | |||||||||||||||||||
| Total non-interest income, as reported (GAAP) | 73,711 | 62,604 | 142,547 | 120,898 | |||||||||||||||||||
Add: Losses on available for sale and held to maturity debt securities, net (pre-tax) (3) | — | — | 10 | 11 | |||||||||||||||||||
| Gross operating income, as adjusted (non-GAAP) | $ | 560,735 | $ | 495,012 | $ | 1,101,106 | $ | 973,422 | |||||||||||||||
| Efficiency ratio (non-GAAP) | 52.11 | % | 55.20 | % | 52.60 | % | 55.53 | % | |||||||||||||||
(1) | Represents severance expense related to workforce reductions within salary and employee benefits expense. | |||||||||||||||||||||||||||||||
(2) | Represents the change in legal reserves and settlement charges included in professional and legal fees. | |||||||||||||||||||||||||||||||
(3) | Included in gains (losses) on securities transactions, net. | |||||||||||||||||||||||||||||||
Tangible book value per common share is computed by dividing shareholders’ equity less preferred stock, goodwill and other intangible assets by common shares outstanding, as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| ($ in thousands, except for share data) | |||||||||||
| Common shares outstanding | 553,069,100 | 556,618,021 | |||||||||
| Shareholders’ equity (GAAP) | $ | 7,917,144 | $ | 7,807,698 | |||||||
| Less: Preferred stock | 354,345 | 354,345 | |||||||||
| Less: Goodwill and other intangible assets | 1,958,135 | 1,969,811 | |||||||||
| Tangible common shareholders’ equity (non-GAAP) | $ | 5,604,664 | $ | 5,483,542 | |||||||
| Book value per common share (GAAP) | $ | 13.67 | $ | 13.39 | |||||||
| Tangible book value per common share (non-GAAP) | $ | 10.13 | $ | 9.85 | |||||||
Net Interest Income
Net interest income on a tax equivalent basis of $488.4 million for the second quarter 2026 increased $15.6 million and $54.7 million compared to the first quarter 2026 and the second quarter 2025, respectively. Interest income on a tax equivalent basis increased $26.7 million to $830.7 million for the second quarter 2026 as compared to the first quarter 2026. The increase was mostly due to (i) increased average loan balances largely driven by growth in commercial and industrial loans and owner occupied commercial real estate loans during the first half of 2026, (ii) additional interest income from purchases of higher-yielding taxable investments and (iii) one additional day in the second quarter 2026. Total interest expense increased $11.2 million to $342.4 million for the second quarter 2026 as compared to the first quarter 2026. The increase was mainly the result of (i) higher average time deposits and short-term borrowings balances during the second quarter 2026, (ii) the higher cost of certain non-maturity deposit
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products and short-term borrowings, (iii) the cost of carrying excess subordinated debt for a portion of the quarter, as well as (iv) the aforementioned increase in day count as compared to the first quarter 2026.
Average interest earning assets increased $3.5 billion to $61.1 billion for the second quarter 2026 as compared to the second quarter 2025 largely due to growth in our loan and investment securities portfolios over the last 12 month period. Compared to the first quarter 2026, average interest earning assets increased by $1.3 billion during the second quarter 2026. The increase was primarily driven by the commercial loan growth and higher average taxable investments balances, partially offset by lower levels of overnight interest bearing cash balances during the second quarter 2026.
Average interest bearing liabilities increased $2.2 billion to $44.2 billion for the second quarter 2026 as compared to the second quarter 2025 primarily due to strong deposit inflows from commercial customers over the last 12 months within the savings, NOW and money market deposits category, partially offset by lower indirect customer deposit balances. Compared to the first quarter 2026, average interest bearing liabilities increased by $808.1 million during the second quarter 2026, mostly due to increases within time deposits and short-term borrowings. See additional information under “Deposits and Other Borrowings” in the Executive Summary section above.
Net interest margin on a tax equivalent basis of 3.20 percent for the second quarter 2026 increased 3 basis points from 3.17 percent for the first quarter 2026 and 19 basis points from 3.01 percent for the second quarter 2025. The yield on average interest earning assets increased by 5 basis points to 5.44 percent on a linked quarter basis largely due to higher yields on new loan originations and investment securities purchased during the second quarter 2026. The overall cost of average interest bearing liabilities increased by 4 basis points to 3.10 percent for the second quarter 2026 as compared to the first quarter 2026 largely due to the higher cost of non-maturity deposits and short-term borrowings, as well as carrying excess subordinated debt for a portion of the quarter. Our cost of total average deposits was 2.28 percent for the second quarter 2026 as compared to 2.27 percent and 2.67 percent for the first quarter 2026 and second quarter 2025, respectively.
We currently anticipate net interest income growth for the full year of 2026 to be at the high end of the 11 to 13 percent range previously disclosed in Valley's Annual Report. While we are optimistic about the projected net interest income for the remainder of 2026, our forecasts include several uncertain assumptions, including projected loan growth and funding costs over the next six months. Therefore, we cannot provide any assurances that our future net interest income or margin will meet our current estimates or remain near the levels reported for the second quarter 2026. For a detailed discussion on the risks related to interest rates please refer to Part I, Item 1A. “Risk Factors” in Valley's Annual Report.
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The following table reflects the components of net interest income for the three months ended June 30, 2026, March 31, 2026 and June 30, 2025:
Quarterly Analysis of Average Assets, Liabilities and Shareholders’ Equity and
Net Interest Income on a Tax Equivalent Basis
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | March 31, 2026 | June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate | |||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest earning assets: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans (1)(2) | $ | 51,884,173 | $ | 736,082 | 5.67 | % | $ | 50,265,383 | $ | 708,662 | 5.64 | % | $ | 49,032,637 | $ | 720,305 | 5.88 | % | |||||||||||||||||||||||||||||||||||
Taxable investments (3) | 7,928,555 | 81,884 | 4.13 | 7,732,330 | 78,608 | 4.07 | 7,350,792 | 72,692 | 3.96 | ||||||||||||||||||||||||||||||||||||||||||||
Tax-exempt investments (1)(3) | 544,950 | 6,390 | 4.69 | 542,177 | 5,972 | 4.41 | 544,302 | 5,925 | 4.35 | ||||||||||||||||||||||||||||||||||||||||||||
| Interest bearing deposits with banks | 699,684 | 6,383 | 3.65 | 1,178,997 | 10,758 | 3.65 | 625,893 | 7,357 | 4.70 | ||||||||||||||||||||||||||||||||||||||||||||
| Total interest earning assets | 61,057,362 | 830,739 | 5.44 | 59,718,887 | 804,000 | 5.39 | 57,553,624 | 806,279 | 5.60 | ||||||||||||||||||||||||||||||||||||||||||||
| Allowance for credit losses | (597,243) | (595,508) | (593,858) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and due from banks | 351,715 | 347,912 | 427,930 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other assets | 4,887,652 | 4,803,608 | 4,863,028 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized losses on securities available for sale, net | (114,663) | (84,815) | (143,779) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 65,584,823 | $ | 64,190,084 | $ | 62,106,945 | |||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest bearing liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Savings, NOW and money market deposits | $ | 28,920,057 | $ | 190,973 | 2.64 | % | $ | 29,203,978 | $ | 190,785 | 2.61 | % | $ | 26,451,349 | $ | 203,390 | 3.08 | % | |||||||||||||||||||||||||||||||||||
| Time deposits | 11,881,270 | 112,693 | 3.79 | 11,226,874 | 106,678 | 3.80 | 12,119,461 | 129,324 | 4.27 | ||||||||||||||||||||||||||||||||||||||||||||
| Total interest bearing deposits | 40,801,327 | 303,666 | 2.98 | 40,430,852 | 297,463 | 2.94 | 38,570,810 | 332,714 | 3.45 | ||||||||||||||||||||||||||||||||||||||||||||
| Short-term borrowings | 674,094 | 6,047 | 3.59 | 71,809 | 236 | 1.31 | 196,491 | 1,736 | 3.53 | ||||||||||||||||||||||||||||||||||||||||||||
Long-term borrowings (4) | 2,684,781 | 32,638 | 4.86 | 2,849,479 | 33,500 | 4.70 | 3,146,434 | 38,154 | 4.85 | ||||||||||||||||||||||||||||||||||||||||||||
| Total interest bearing liabilities | 44,160,202 | 342,351 | 3.10 | 43,352,140 | 331,199 | 3.06 | 41,913,735 | 372,604 | 3.56 | ||||||||||||||||||||||||||||||||||||||||||||
| Non-interest bearing deposits | 12,372,974 | 11,942,322 | 11,336,314 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other liabilities | 1,149,959 | 1,040,072 | 1,332,665 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ equity | 7,901,688 | 7,855,550 | 7,524,231 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 65,584,823 | $ | 64,190,084 | $ | 62,106,945 | |||||||||||||||||||||||||||||||||||||||||||||||
Net interest income/interest rate spread (5) | $ | 488,388 | 2.34 | % | $ | 472,801 | 2.33 | % | $ | 433,675 | 2.04 | % | |||||||||||||||||||||||||||||||||||||||||
| Tax equivalent adjustment | (1,364) | (1,276) | (1,267) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net interest income, as reported | $ | 487,024 | $ | 471,525 | $ | 432,408 | |||||||||||||||||||||||||||||||||||||||||||||||
Net interest margin (6) | 3.19 | % | 3.16 | % | 3.01 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Tax equivalent effect | 0.01 | 0.01 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net interest margin on a fully tax equivalent basis (6) | 3.20 | % | 3.17 | % | 3.01 | % | |||||||||||||||||||||||||||||||||||||||||||||||
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The following table reflects the components of net interest income for the six months ended June 30, 2026 and 2025:
| Six Months Ended | |||||||||||||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | ||||||||||||||||||||||||||||||||||
| Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Interest earning assets: | |||||||||||||||||||||||||||||||||||
Loans (1)(2) | $ | 51,079,250 | $ | 1,444,744 | 5.66 | % | $ | 48,844,823 | $ | 1,423,936 | 5.83 | % | |||||||||||||||||||||||
Taxable investments (3) | 7,830,983 | 160,492 | 4.10 | 7,226,565 | 142,254 | 3.94 | |||||||||||||||||||||||||||||
Tax-exempt investments (1)(3) | 543,572 | 12,362 | 4.55 | 548,274 | 11,877 | 4.33 | |||||||||||||||||||||||||||||
| Interest bearing deposits with banks | 938,016 | 17,141 | 3.65 | 604,824 | 14,236 | 4.71 | |||||||||||||||||||||||||||||
| Total interest earning assets | 60,391,821 | 1,634,739 | 5.41 | 57,224,486 | 1,592,303 | 5.57 | |||||||||||||||||||||||||||||
| Allowance for credit losses | (596,380) | (585,749) | |||||||||||||||||||||||||||||||||
| Cash and due from banks | 349,824 | 423,393 | |||||||||||||||||||||||||||||||||
| Other assets | 4,845,862 | 4,906,634 | |||||||||||||||||||||||||||||||||
| Unrealized losses on securities available for sale, net | (99,821) | (162,150) | |||||||||||||||||||||||||||||||||
| Total assets | $ | 64,891,306 | $ | 61,806,614 | |||||||||||||||||||||||||||||||
| Liabilities and shareholders’ equity | |||||||||||||||||||||||||||||||||||
| Interest bearing liabilities: | |||||||||||||||||||||||||||||||||||
| Savings, NOW and money market deposits | $ | 29,061,233 | $ | 381,758 | 2.63 | % | $ | 26,399,580 | $ | 403,611 | 3.06 | % | |||||||||||||||||||||||
| Time deposits | 11,555,879 | 219,371 | 3.80 | 11,846,625 | 254,393 | 4.29 | |||||||||||||||||||||||||||||
| Total interest bearing deposits | 40,617,112 | 601,129 | 2.96 | 38,246,205 | 658,004 | 3.44 | |||||||||||||||||||||||||||||
| Short-term borrowings | 374,616 | 6,283 | 3.35 | 251,757 | 4,682 | 3.72 | |||||||||||||||||||||||||||||
Long-term borrowings (4) | 2,766,675 | 66,138 | 4.78 | 3,076,770 | 74,565 | 4.85 | |||||||||||||||||||||||||||||
| Total interest bearing liabilities | 43,758,403 | 673,550 | 3.08 | 41,574,732 | 737,251 | 3.55 | |||||||||||||||||||||||||||||
| Non-interest bearing deposits | 12,158,837 | 11,279,752 | |||||||||||||||||||||||||||||||||
| Other liabilities | 1,095,320 | 1,460,735 | |||||||||||||||||||||||||||||||||
| Shareholders’ equity | 7,878,746 | 7,491,395 | |||||||||||||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 64,891,306 | $ | 61,806,614 | |||||||||||||||||||||||||||||||
Net interest income/interest rate spread (5) | $ | 961,189 | 2.33 | % | $ | 855,052 | 2.02 | % | |||||||||||||||||||||||||||
| Tax equivalent adjustment | (2,640) | (2,539) | |||||||||||||||||||||||||||||||||
| Net interest income, as reported | $ | 958,549 | $ | 852,513 | |||||||||||||||||||||||||||||||
Net interest margin (6) | 3.17 | % | 2.98 | % | |||||||||||||||||||||||||||||||
| Tax equivalent effect | 0.01 | 0.01 | |||||||||||||||||||||||||||||||||
Net interest margin on a fully tax equivalent basis (6) | 3.18 | % | 2.99 | % | |||||||||||||||||||||||||||||||
(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.
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.
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Change in Net Interest Income on a Tax Equivalent Basis
| Three Months Ended June 30, 2026 Compared to June 30, 2025 | Six Months Ended June 30, 2026 Compared to June 30, 2025 | ||||||||||||||||||||||||||||||||||
| 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* | $ | 40,987 | $ | (25,210) | $ | 15,777 | $ | 63,964 | $ | (43,156) | $ | 20,808 | |||||||||||||||||||||||
| Taxable investments | 5,876 | 3,316 | 9,192 | 12,226 | 6,012 | 18,238 | |||||||||||||||||||||||||||||
| Tax-exempt investments* | 7 | 458 | 465 | (103) | 588 | 485 | |||||||||||||||||||||||||||||
| Federal funds sold and other interest bearing deposits | 800 | (1,774) | (974) | 6,595 | (3,690) | 2,905 | |||||||||||||||||||||||||||||
| Total increase (decrease) in interest income | 47,670 | (23,210) | 24,460 | 82,682 | (40,246) | 42,436 | |||||||||||||||||||||||||||||
| Interest Expense: | |||||||||||||||||||||||||||||||||||
| Savings, NOW and money market deposits | 17,916 | (30,333) | (12,417) | 38,302 | (60,155) | (21,853) | |||||||||||||||||||||||||||||
| Time deposits | (2,499) | (14,132) | (16,631) | (6,117) | (28,905) | (35,022) | |||||||||||||||||||||||||||||
| Short-term borrowings | 4,284 | 27 | 4,311 | 2,098 | (497) | 1,601 | |||||||||||||||||||||||||||||
| Long-term borrowings and junior subordinated debentures | (5,612) | 96 | (5,516) | (7,425) | (1,002) | (8,427) | |||||||||||||||||||||||||||||
| Total increase (decrease) in interest expense | 14,089 | (44,342) | (30,253) | 26,858 | (90,559) | (63,701) | |||||||||||||||||||||||||||||
| Total increase in net interest income | $ | 33,581 | $ | 21,132 | $ | 54,713 | $ | 55,824 | $ | 50,313 | $ | 106,137 | |||||||||||||||||||||||
*Interest income is presented on a tax equivalent basis using 21 percent as the federal tax rate.
Non-Interest Income
Non-interest income represented 13.1 percent and 12.6 percent of total net interest income plus non-interest income for the three months ended June 30, 2026 and 2025, respectively, and 12.9 percent and 12.4 percent of total net interest income plus non-interest income for the six months ended June 30, 2026 and 2025, respectively. For the three and six months ended June 30, 2026, non-interest income increased $11.1 million and $21.6 million, respectively, as compared to the same periods in 2025. See further details below.
The following table presents the components of non-interest income for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Wealth management and trust fees | $ | 17,655 | $ | 14,056 | $ | 33,661 | $ | 29,087 | |||||||||||||||
| Insurance commissions | 3,770 | 3,430 | 6,637 | 6,832 | |||||||||||||||||||
| Capital markets | 12,933 | 9,767 | 23,314 | 16,707 | |||||||||||||||||||
| Service charges on deposit accounts | 18,728 | 14,705 | 36,932 | 27,431 | |||||||||||||||||||
| Gains (losses) on securities transactions, net | 50 | (1) | 71 | 45 | |||||||||||||||||||
| Fees from loan servicing | 3,268 | 3,671 | 6,486 | 6,886 | |||||||||||||||||||
| Gains on sales of loans, net | 1,742 | 2,025 | 4,832 | 4,222 | |||||||||||||||||||
| Bank owned life insurance | 5,913 | 6,019 | 11,748 | 10,796 | |||||||||||||||||||
| Other | 9,652 | 8,932 | 18,866 | 18,892 | |||||||||||||||||||
| Total non-interest income | $ | 73,711 | $ | 62,604 | $ | 142,547 | $ | 120,898 | |||||||||||||||
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Wealth management and trust fees income increased $3.6 million and $4.6 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases in both periods were mainly driven by higher asset management fees and increased brokerage commissions from stronger trading volume. Brokerage fees increased $1.6 million and $3.3 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025.
Capital markets income increased $3.2 million and $6.6 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increase in both periods was mostly due to fee income growth from higher volumes of interest rate swap transactions related to commercial lending activities, as well as higher fees from loan participation and syndication transactions. Swap fee income increased $1.6 million and $4.9 million for the three and six months ended June 30, 2026, respectively as compared to the same periods in 2025.
Service charges on deposit accounts increased $4.0 million and $9.5 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025 mainly due to additional treasury management service related fees generated from commercial deposit accounts.
We are encouraged by the growth of our non-interest income during the first half of 2026. Moving forward, we plan to further leverage our treasury management platform, capital markets capabilities, tax credit advisory services and broader commercial product set to deepen our customer relationships and generate additional high-quality, sustainable non-interest income.
Non-Interest Expense
Non-interest expense increased $27.0 million and $60.3 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025 mainly due to increases in salary and employee benefits expense, professional and legal fees, amortization of tax credit investments and net occupancy expense. See further details below.
The following table presents the components of non-interest expense for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Salary and employee benefits expense | $ | 150,432 | $ | 145,422 | $ | 306,147 | $ | 288,040 | |||||||||||||||
| Net occupancy expense | 27,179 | 25,483 | 54,361 | 51,371 | |||||||||||||||||||
| Technology, furniture and equipment expense | 33,247 | 30,667 | 65,125 | 60,563 | |||||||||||||||||||
| FDIC insurance assessment | 11,691 | 12,192 | 22,167 | 25,059 | |||||||||||||||||||
| Amortization of other intangible assets | 6,268 | 7,427 | 13,187 | 15,446 | |||||||||||||||||||
| Professional and legal fees | 29,533 | 19,970 | 54,675 | 35,640 | |||||||||||||||||||
| Amortization of tax credit investments | 16,157 | 9,134 | 32,171 | 18,454 | |||||||||||||||||||
| Loss on extinguishment of debt | — | 922 | — | 922 | |||||||||||||||||||
| Other | 36,616 | 32,905 | 73,216 | 65,245 | |||||||||||||||||||
| Total non-interest expense | $ | 311,123 | $ | 284,122 | $ | 621,049 | $ | 560,740 | |||||||||||||||
Salary and employee benefits expense increased $5.0 million and $18.1 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increase for the three months ended June 30, 2026 was mainly due to increases in severance, stock-based compensation, and medical insurance expenses. The increase for the six months ended June 30, 2026 was mostly due to increases in severance, cash incentive and stock-based compensation, and medical insurance expenses, as well as annual salary increases. Severance expense related to workforce reductions totaled $2.5 million and $8.2 million for the three and six
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months ended June 30, 2026, respectively, as compared to $800 thousand for both the three and six months ended June 30, 2025.
Net occupancy expense increased $1.7 million and $3.0 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025 mainly due to incrementally higher property tax, building repairs and utilities expenses, partially offset by lower rent expense.
Technology, furniture and equipment expense increased $2.6 million and $4.6 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025 mostly driven by increases in data processing fees and software licensing costs, partially offset by lower depreciation expense.
FDIC insurance assessment expense decreased $2.9 million for the six months ended June 30, 2026 as compared to the same period in 2025 due to a lower assessment rate mostly resulting from a decline in our internally criticized and classified assets.
Professional and legal fees increased $9.6 million and $19.0 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases for both periods were largely due to higher third party managed services and consulting fees related to enhancing our business operating model and other transformation efforts. Additionally, the increase for the six months ended June 30, 2026 included $1.5 million of expense related to litigation reserves and settlement charges during the first half of 2026. Overall, we expect the level of professional and legal fees to remain generally elevated during the third quarter 2026 due to ongoing business transformation activities.
Amortization of other intangibles decreased $1.2 million and $2.3 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods of 2025 mainly due to a normal decline in amortization expense related to core deposits.
Amortization of tax credit investments increased $7.0 million and $13.7 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025 mainly due to additional purchases of tax-advantaged investments over the last 12 month period. See Note 14 for more details regarding our tax credit investments.
Other non-interest expense increased $3.7 million and $8.0 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases for both periods were mainly due to an increase in advertising expense related to Valley's brand campaign, higher travel and entertainment expenses, as well as incremental increases in other operating expenses due to growth in our business.
Income Taxes
Income tax expense totaled $49.6 million for the second quarter 2026 as compared to $45.3 million for the first quarter 2026 and $39.9 million for the second quarter 2025. Our effective tax rate was 22.5 percent, 21.6 percent and 23.1 percent for the second quarter 2026, first quarter 2025 and second quarter 2025, respectively. The increase in our effective tax rate for the second quarter 2026 as compared to the linked quarter was primarily attributable to the impact of discrete tax benefits realized in the first quarter 2026 related to vesting of stock awards. The decrease in the effective tax rate for the second quarter 2026 as compared to second quarter 2025 was primarily due to larger investment in tax credits.
GAAP requires that any change in judgment or change in measurement of a tax position taken in a prior annual period be recognized as a discrete event in the quarter in which it occurs, rather than being recognized as a change in effective tax rate for the current year. Our adherence to these tax guidelines may result in volatile effective income tax rates in future quarterly and annual periods. Factors that could impact management’s judgment include changes in income, tax laws and regulations, and tax planning strategies. Based on the current information available, we anticipate that our effective tax rate will be at the low end of the 23 to 24 percent range previously disclosed in Valley's Annual Report for the remainder of 2026.
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Operating Segments
Valley manages its business operations under operating segments consisting of Consumer Banking and Commercial Banking. Activities not assigned to the operating segments are included in Treasury and Corporate Other. The accounting for each operating segment and Treasury and Corporate Other includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under GAAP. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to those of any other financial institution. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data. See Note 15 to the consolidated financial statements for additional details.
The following tables present the financial data for Valley's operating segments, and Treasury and Corporate Other for the three months ended June 30, 2026 and 2025:
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||
| Consumer Banking | Commercial Banking | Treasury and Corporate Other | Total | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
Average interest earning assets | $ | 11,449,774 | $ | 40,434,399 | $ | 9,173,189 | $ | 61,057,362 | |||||||||||||||
| Interest income | $ | 138,739 | $ | 595,979 | $ | 94,657 | $ | 829,375 | |||||||||||||||
| Interest expense | 64,199 | 226,717 | 51,435 | 342,351 | |||||||||||||||||||
| Net interest income | 74,540 | 369,262 | 43,222 | 487,024 | |||||||||||||||||||
| Provision (credit) for credit losses | 1,291 | 27,875 | (2) | 29,164 | |||||||||||||||||||
| Net interest income after provision for credit losses | 73,249 | 341,387 | 43,224 | 457,860 | |||||||||||||||||||
| Non-interest income | 34,409 | 33,572 | 5,730 | 73,711 | |||||||||||||||||||
| Non-interest expense | |||||||||||||||||||||||
| Salary and employee benefits expense | 33,216 | 101,271 | 15,945 | 150,432 | |||||||||||||||||||
| Net occupancy expense | 5,178 | 17,952 | 4,049 | 27,179 | |||||||||||||||||||
| Technology, furniture and equipment expense | 6,884 | 22,055 | 4,308 | 33,247 | |||||||||||||||||||
| FDIC insurance assessment | 2,581 | 9,110 | — | 11,691 | |||||||||||||||||||
| Professional and legal fees | 5,791 | 19,616 | 4,126 | 29,533 | |||||||||||||||||||
| Other segment items * | 22,274 | 14,993 | 21,774 | 59,041 | |||||||||||||||||||
| Total non-interest expense | 75,924 | 184,997 | 50,202 | 311,123 | |||||||||||||||||||
| Income (loss) before income taxes | $ | 31,734 | $ | 189,962 | $ | (1,248) | $ | 220,448 | |||||||||||||||
Return on average interest earning assets (pre-tax) | 1.11 | % | 1.88 | % | (0.05) | % | 1.44 | % | |||||||||||||||
| Net interest margin | 2.61 | % | 3.66 | % | 1.89 | % | 3.19 | % | |||||||||||||||
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| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| Consumer Banking | Commercial Banking | Treasury and Corporate Other | Total | ||||||||||||||||||||
| ($ 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 expense | 68,915 | 248,524 | 55,165 | 372,604 | |||||||||||||||||||
| Net interest income | 61,701 | 339,898 | 30,809 | 432,408 | |||||||||||||||||||
| Provision for credit losses | 717 | 37,078 | 4 | 37,799 | |||||||||||||||||||
| Net interest income after provision for credit losses | 60,984 | 302,820 | 30,805 | 394,609 | |||||||||||||||||||
| Non-interest income | 32,192 | 24,999 | 5,413 | 62,604 | |||||||||||||||||||
| Non-interest expense | |||||||||||||||||||||||
| Salary and employee benefits expense | 32,294 | 99,173 | 13,955 | 145,422 | |||||||||||||||||||
| Net occupancy expense | 4,772 | 16,960 | 3,751 | 25,483 | |||||||||||||||||||
| Technology, furniture and equipment expense | 6,266 | 20,469 | 3,932 | 30,667 | |||||||||||||||||||
| FDIC insurance assessment | 2,650 | 9,542 | — | 12,192 | |||||||||||||||||||
| Professional and legal fees | 3,344 | 14,191 | 2,435 | 19,970 | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | 922 | 922 | |||||||||||||||||||
| Other segment items * | 12,021 | 17,337 | 20,108 | 49,466 | |||||||||||||||||||
| 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 margin | 2.37 | % | 3.52 | % | 1.45 | % | 3.01 | % | |||||||||||||||
| * | 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 19.4 percent of our loan portfolio at June 30, 2026, and was mainly comprised of residential mortgage loans and automobile loans, and to a lesser extent, business purpose loans to wealth management clients, home equity loans, secured personal lines of credit and other consumer loans (including credit card loans). The duration of the residential mortgage loan portfolio (which represented 11.4 percent of our loan portfolio at June 30, 2026) is subject to movements in the market level of interest rates and forecasted prepayment speeds. The weighted average life of the automobile loans portfolio (which represented 4.1 percent of total loans at June 30, 2026) is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles. Consumer Banking also includes the Wealth Management and Insurance Services Division, comprised of asset management advisory, brokerage, trust, personal and title insurance, tax credit advisory services, and our international and domestic private banking businesses.
Consumer Banking’s average interest earning assets increased $1.0 billion to $11.4 billion for the second quarter 2026 as compared to the same period of 2025. The increase was mostly due to the steady growth in both the residential mortgage and targeted growth in lending to private banking clients over the last 12-month period. See additional details in the “Loan Portfolio” section of this MD&A.
Income before income taxes generated by the Consumer Banking segment decreased $95 thousand to $31.7 million for the second quarter 2026 as compared to the second quarter 2025. Net interest income for this segment increased $12.8 million mainly due to additional interest income for higher average loan balances coupled with a decline in our funding costs compared to one year ago. Non-interest income increased $2.2 million as compared to the second quarter 2025 largely due to higher wealth management and trust fees. Non-interest expense increased $14.6 million
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for the second quarter 2026 mostly due to higher professional and legal fees related to business transformation efforts. See further details in the “Non-Interest Income” and “Non-Interest Expense” section of this MD&A.
Net interest margin on the Consumer Banking portfolio increased 24 basis points to 2.61 percent for the second quarter 2026 as compared to the second quarter 2025 mainly due to a 40 basis point decrease in the costs associated with our funding sources, partially offset by a 16 basis point decrease in the yield on average loans. The decrease in our funding costs was mainly the result of lower interest rates on most deposit products during the second quarter 2026 as compared to one year ago, as well as the repayment of maturing higher cost time deposits over the last 12-month period. See the “Net Interest Income” section above for more details on our net interest margin and funding sources.
Commercial Banking Segment
The Commercial Banking segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as adjustable and fixed rate owner occupied and commercial real estate loans. Due to the portfolio’s interest rate characteristics, Commercial Banking is Valley’s operating segment that is most sensitive to movements in market interest rates. Commercial and industrial loans totaled approximately $12.0 billion and represented 22.8 percent of the total loan portfolio at June 30, 2026. Commercial real estate and construction loans totaled $30.3 billion and represented 57.8 percent of the total loan portfolio at June 30, 2026.
Average interest earning assets in the Commercial Banking segment increased $1.8 billion to $40.4 billion for the second quarter 2026 as compared to the second quarter 2025. The increase was mostly due to strong growth in commercial and industrial loans and owner occupied commercial real estate loans, partially offset by our strategic runoff of certain non-relationship/transactional loans within the commercial real estate portfolio over the last 12-month period. See additional details in the “Loan Portfolio” section of this MD&A.
Income before income taxes for Commercial Banking increased $39.8 million to $190.0 million for the second quarter 2026 as compared to the same quarter in 2025 mainly due to higher net interest income and non-interest income combined with a decrease in the provision for credit losses. Net interest income increased $29.4 million
as compared to the same period a year ago largely due to lower funding costs and additional interest income from higher average loan balances. Non-interest income increased $8.6 million during the second quarter 2026 mainly due to higher service charges on deposit accounts related to treasury management services and an increase in capital markets income from higher commercial loan swap fee transaction volumes. The provision for credit losses decreased $9.2 million to $27.9 million as compared to the same period in 2025 mostly due to lower commercial and industrial loan charge-offs as compared to one year ago and a decline in quantitative reserves largely within certain commercial real estate loan categories. See more information in the “Allowance for Credit Losses for Loans” section of this MD&A. The positive impact of these items was partially offset by a $7.3 million increase in non-interest expense mainly driven by higher professional and legal expenses and incremental increases in other segment items. See further details in the “Non-Interest Income” and “Non-Interest Expense” sections of this MD&A.
The net interest margin for this segment increased 14 basis points to 3.66 percent for the second quarter 2026 as compared to the second quarter 2025 due to a 35 basis point decrease in the cost of our funding sources, partially offset by a 21 basis point decrease in the yield on average loans caused, in part, by the lower repricing of adjustable interest rate loans.
Treasury and Corporate Other
Treasury and Corporate Other largely consists of the Treasury managed HTM debt securities and AFS debt securities portfolios mainly utilized for the liquidity management needs of our lending segments and income and expense items resulting from support functions not directly attributable to a specific segment. Interest income is generated through investments in various types of securities (mainly comprised of fixed rate securities) and interest-bearing deposits with other banks (primarily the Federal Reserve Bank of New York). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are
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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 non-core items, such as corporate restructuring charges and loss on extinguishment of debt.
Treasury and Corporate Other's average interest earning assets increased $652.2 million to $9.2 billion for the second quarter 2026 compared to the same quarter in 2025 mostly due to a $577.8 million increase in average taxable investments largely resulting from additional purchases of residential mortgage-backed securities classified as AFS over the last 12-month period combined with a $73.8 million increase in average interest bearing cash held in overnight accounts.
For the second quarter 2026, loss before income taxes totaled $1.2 million compared to $8.9 million for the same quarter in 2025. The $7.6 million decrease in the pre-tax loss from the second quarter 2025 was mainly driven by an increase in net interest income, partially offset by higher non-interest expense. Net interest income increased $12.4 million for the second quarter 2026 as compared to the same period of 2025 primarily due to additional interest income from higher average taxable investment balances. Non-interest expense increased $5.1 million to $50.2 million for the second quarter 2026 as compared to the same quarter in 2025 mainly due to increases in the amortization of tax credit investments, salary and employee benefits expense, including severance charges, and professional and legal fees. See further details in the “Non-Interest Expense” section of this MD&A.
Treasury and Corporate Other's net interest margin increased 44 basis points to 1.89 percent for the second quarter 2026 as compared to the second quarter 2025 due to a 35 basis point decrease in the cost of our funding sources and a 9 basis point increase in the yield on average interest earning assets.
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The following tables present the financial data for Valley's operating segments and Treasury and Corporate Other for the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||
| Consumer Banking | Commercial Banking | Treasury and Corporate Other | Total | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Average interest earning assets | $ | 11,358,861 | $ | 39,720,389 | $ | 9,312,571 | $ | 60,391,821 | |||||||||||||||
| Interest income | $ | 274,302 | $ | 1,167,802 | $ | 189,995 | $ | 1,632,099 | |||||||||||||||
| Interest expense | 126,685 | 443,002 | 103,863 | 673,550 | |||||||||||||||||||
| Net interest income | 147,617 | 724,800 | 86,132 | 958,549 | |||||||||||||||||||
| Provision for credit losses | 2,497 | 47,913 | 10 | 50,420 | |||||||||||||||||||
| Net interest income after provision for credit losses | 145,120 | 676,887 | 86,122 | 908,129 | |||||||||||||||||||
| Non-interest income | 65,602 | 64,795 | 12,150 | 142,547 | |||||||||||||||||||
| Non-interest expense | |||||||||||||||||||||||
| Salary and employee benefits expense | 65,925 | 204,100 | 36,122 | 306,147 | |||||||||||||||||||
| Net occupancy expense | 10,371 | 35,660 | 8,330 | 54,361 | |||||||||||||||||||
| Technology, furniture and equipment expense | 13,677 | 42,793 | 8,655 | 65,125 | |||||||||||||||||||
| FDIC insurance assessment | 4,929 | 17,238 | — | 22,167 | |||||||||||||||||||
| Professional and legal fees | 10,373 | 35,713 | 8,589 | 54,675 | |||||||||||||||||||
| Other segment items * | 36,261 | 37,287 | 45,026 | 118,574 | |||||||||||||||||||
| Total non-interest expense | 141,536 | 372,791 | 106,722 | 621,049 | |||||||||||||||||||
| Income (loss) before income taxes | $ | 69,186 | $ | 368,891 | $ | (8,450) | $ | 429,627 | |||||||||||||||
| Return on average interest earning assets (pre-tax) | 1.22 | % | 1.86 | % | (0.18) | % | 1.42 | % | |||||||||||||||
| Net interest margin | 2.60 | % | 3.65 | % | 1.85 | % | 3.17 | % | |||||||||||||||
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| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| Consumer Banking | Commercial Banking | Treasury and Corporate Other | Total | ||||||||||||||||||||
| ($ 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 expense | 134,357 | 494,934 | 107,960 | 737,251 | |||||||||||||||||||
| Net interest income | 118,722 | 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 losses | 126,738 | 564,898 | 60,417 | 752,053 | |||||||||||||||||||
| Non-interest income | 66,546 | 44,001 | 10,351 | 120,898 | |||||||||||||||||||
| Non-interest expense | |||||||||||||||||||||||
| Salary and employee benefits expense | 64,268 | 202,163 | 21,609 | 288,040 | |||||||||||||||||||
| Net occupancy expense | 9,477 | 34,417 | 7,477 | 51,371 | |||||||||||||||||||
| Technology, furniture and equipment expense | 12,503 | 40,322 | 7,738 | 60,563 | |||||||||||||||||||
| FDIC insurance assessment | 5,350 | 19,709 | — | 25,059 | |||||||||||||||||||
| Professional and legal fees | 6,243 | 25,134 | 4,263 | 35,640 | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | 922 | 922 | |||||||||||||||||||
| Other segment items * | 26,307 | 32,780 | 40,058 | 99,145 | |||||||||||||||||||
| 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 margin | 2.27 | % | 3.50 | % | 1.44 | % | 2.98 | % | |||||||||||||||
| * | 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's average interest earning assets increased $930.2 million to $11.4 billion for the six months ended June 30, 2026 as compared to the same period in 2025. The increase was mostly due to strong growth in our residential mortgage loan portfolio and targeted growth in lending to private banking clients over the last 12-month period.
Income before income taxes generated by Consumer Banking for the six months ended June 30, 2026 was $69.2 million and remained relatively unchanged as compared to the same period in 2025. Net interest income for this segment increased $28.9 million largely due to the aforementioned growth in average loans coupled with lower funding costs. Non-interest expense increased $17.4 million for the six months ended June 30, 2026 as compared to the same period in 2025 mostly due to increases in professional and legal fees. The provision for credit losses increased $10.5 million for the six months ended June 30, 2026 as compared to the same period in 2025 due, in part, to loan growth and higher qualitative reserves. See further details in the “Non-Interest Expense” and “Allowance for Credit Losses for Loans” sections of this MD&A.
Net interest margin on the Consumer Banking portfolio increased 33 basis points to 2.60 percent for the six months ended June 30, 2026 as compared to the same period in 2025 mainly due to a 35 basis point decrease in the costs associated with our funding sources, partially offset by a 2 basis point decrease 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, 2026, as well as the repayment of maturing higher cost time deposits over the last 12-month period. See the “Net Interest Income” section above for more details on our net interest margin.
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The return on average interest earning assets before income taxes for the Consumer Banking segment was 1.22 percent for the six months ended June 30, 2026 compared to 1.33 percent for the same period in 2025.
Commercial Banking Segment
Average interest earning assets in the Commercial Banking segment increased $1.3 billion to $39.7 billion for the six months ended June 30, 2026 as compared to the same period in 2025. This increase was mostly due to our focused growth in commercial and industrial loans and owner occupied commercial real estate loans, partially offset by our strategic runoff of certain non-relationship/transactional loans within the commercial real estate portfolio over the last 12-month period. See additional details in the “Loan Portfolio” section of this MD&A.
Income before income taxes for Commercial Banking increased $114.5 million to $368.9 million for the six months ended June 30, 2026 as compared to the same period in 2025 largely attributable to a lower provision for credit losses combined with an increase in net interest income. The provision for credit losses decreased $60.6 million to $47.9 million for the six months ended June 30, 2026 as compared to the same period in 2025 mainly due to stronger actual and expected credit performance within the commercial loan portfolios reflected by, among other factors, the significant decline in net loan charge-offs as compared to the 2025 period, as well as an overall improvement in our economic outlook at June 30, 2026 as compared to June 30, 2025. Net interest income for this segment increased $51.4 million to $724.8 million for the six months ended June 30, 2026 as compared to the same period in 2025 mainly due to lower cost of funding combined with additional interest income from higher average loan balances. Non-interest income increased $20.8 million as compared to the same period in 2025 mostly due to growth in treasury management service fees on commercial deposit accounts and an increase in capital markets income due to higher commercial loan swap fee transaction volumes. The positive impact of these items was partially offset by an $18.3 million increase in non-interest expense mainly driven by higher professional and legal expenses and incremental increases in other segment items. See details in the “Allowance for Credit Losses for Loans” and “Non-Interest Income” and “Non-Interest Expense” sections of this MD&A.
The net interest margin for this segment increased 15 basis points to 3.65 percent for the six months ended June 30, 2026 as compared to the same period in 2025 mainly due to a 35 basis point decrease in the cost of our funding sources that was partially offset by a 20 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 1.86 percent for the six months ended June 30, 2026 compared to 1.32 percent for the same period in 2025.
Treasury and Corporate Other
Treasury and Corporate Other's average interest earning assets increased $932.9 million during the six months ended June 30, 2026 primarily due to increases of $599.7 million and $333.2 million in average investment securities and interest bearing cash held in overnight accounts, respectively.
The loss before income taxes totaled $8.5 million for the six months ended June 30, 2026 as compared to $11.3 million for the same period in 2025. The $2.8 million decrease in pre-tax loss was due to an increase in net interest income mostly resulting from additional interest income from growth in our investment securities portfolio, largely offset by higher non-interest expense. Non-interest expense increased $24.7 million to $106.7 million for the six months ended June 30, 2026 as compared to the same period in 2025 primarily due to increases in salary and employee benefits expense, including higher severance expenses, amortization of tax credit investments, and professional and legal fees. See further details in the “Non-Interest Expense” section of this MD&A.
Treasury and Corporate Other's net interest margin increased 41 basis points to 1.85 percent for the six months ended June 30, 2026 as compared to the same period in 2025 due to a 35 basis point decrease in the cost of our funding sources coupled with a 6 basis point increase in the yield on average investments. The increase in the yield on average investments as compared to the same period in 2025 was largely driven by the purchases of new higher-yielding investments over the last 12-month period.
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ASSET/LIABILITY MANAGEMENT
Interest Rate Risk
Our success is largely dependent upon our ability to manage interest rate risk. Interest rate risk can be defined as the exposure of our interest rate sensitive assets and liabilities to the movement in interest rates. Our Asset and Liability Management Committee is responsible for managing such risks and establishing policies that monitor and coordinate our sources and uses of funds. Asset/Liability management is a continuous process due to the constant change in interest rate risk factors. In assessing the appropriate interest rate risk levels for us, management weighs the potential benefit of each risk management activity within the desired parameters of liquidity, capital levels and management’s tolerance for exposure to income fluctuations. Many of the actions undertaken by management utilize fair value analysis and attempt to achieve consistent accounting and economic benefits for financial assets and their related funding sources. We have predominantly focused on managing our interest rate risk by attempting to match the inherent risk and cash flows of financial assets and liabilities. Specifically, management employs multiple risk management activities, such as optimizing the level of new residential mortgage originations retained in our mortgage portfolio through increasing or decreasing loan sales in the secondary market, product pricing levels, the desired maturity levels for new originations, the composition levels of both our interest earning assets and interest bearing liabilities, as well as several other risk management activities.
We use a simulation model to analyze net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on various interest rate scenarios over a 12-month period. The model is based on the actual maturity and re-pricing characteristics of rate sensitive assets and liabilities. The model incorporates certain assumptions which management believes to be reasonable regarding the impact of changing interest rates, non-maturity deposit betas, and the prepayment assumptions of certain assets and liabilities as of June 30, 2026. The model assumes immediate changes in interest rates without any proactive change in the composition or size of the balance sheet, or other future actions that management might undertake to mitigate this risk. In the model, the forecasted shape of the yield curve remains static as of June 30, 2026. The impact of interest rate derivatives, such as interest rate swaps, is also included in the model.
Our simulation model is based on market interest rates and prepayment speeds prevalent in the market as of June 30, 2026. Although the size of Valley’s balance sheet is forecast to remain static as of June 30, 2026, in our model, the composition is adjusted to reflect new interest earning assets and funding originations coupled with rate spreads utilizing our actual originations during the second quarter 2026. The model utilizes an immediate parallel shift in market interest rates at June 30, 2026.
The assumptions used in the net interest income simulation are inherently uncertain. Actual results may differ significantly from those presented in the table below, due to the frequency and timing of changes in interest rates and changes in spreads between maturity and re-pricing categories. Overall, our net interest income is affected by changes in interest rates and cash flows from our loan and investment portfolios. We actively manage these cash flows in conjunction with our liability mix, duration, and interest rates to optimize the net interest income, while structuring the balance sheet in response to actual or potential changes in interest rates. Additionally, our net interest income is impacted by the level of competition within our marketplace. Competition can negatively impact the level of interest rates attainable on loans and increase the cost of deposits, which may result in downward pressure on our net interest margin in future periods. Other factors, including, but not limited to, the slope of the yield curve and projected cash flows will impact our net interest income results and may increase or decrease the level of asset sensitivity of our balance sheet.
Convexity is a measure of how the duration of a financial instrument changes as market interest rates change. Potential movements in the convexity of bonds held in our investment portfolio, as well as the duration of the loan portfolio may have a positive or negative impact on our net interest income in varying interest rate environments. As a result, the increase or decrease in forecast net interest income may not have a linear relationship to the results reflected in the table below. Management cannot provide any assurance about the actual effect of changes in interest rates on our net interest income.
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The following table reflects management’s expectations of the change in our net interest income over the next 12- month period considering the aforementioned assumptions. While an instantaneous and severe shift in interest rates was used in this simulation model, we believe that any actual shift in interest rates would likely be more gradual and would therefore have a more modest impact than shown in the table below.
| Estimated Change in Future Net Interest Income | |||||||||||
| Changes in Interest Rates | Dollar Change | Percentage Change | |||||||||
| (in basis points) | ($ in thousands) | ||||||||||
| +300 | $ | 71,543 | 3.50 | % | |||||||
| +200 | 48,920 | 2.39 | |||||||||
| +100 | 24,559 | 1.20 | |||||||||
| –100 | (22,703) | (1.11) | |||||||||
| –200 | (39,806) | (1.94) | |||||||||
| –300 | (30,223) | (1.48) | |||||||||
As noted in the table above, a 100 basis point immediate decrease in interest rates combined with a static balance sheet where the size, mix, and proportions of assets and liabilities remain unchanged, is projected to decrease net interest income over the next 12-month period by 1.11 percent. Management believes the interest rate sensitivity of our balance sheet remains within an expected tolerance range at June 30, 2026. However, the level of net interest income sensitivity may increase or decrease in the future as a result of several factors, including potential changes in our balance sheet strategies, the slope of the yield curve and projected cash flows.
Liquidity and Cash Requirements
Bank Liquidity
Liquidity measures Valley's ability to satisfy its current and future cash flow needs. Our objective is to have liquidity available to fulfill loan demands, repay deposits and other liabilities, and execute balance sheet strategies in all market conditions while adhering to internal controls and income targets. Valley's liquidity program is managed by the Treasury Department and routinely monitored by the Asset and Liability Management Committee and Board Risk Committee. Among other actions, the Treasury Department actively monitors Valley's current liquidity profile, sources and stability of funding, availability of assets for pledging or sale, opportunities to gather additional funds, and anticipated future funding needs, including the level of unfunded commitments.
The Bank adheres to certain internal liquidity measures including ratios of loans to deposits below 105.0 percent and wholesale funding to total funding below 22.5 percent. Management maintains flexibility to temporarily exceed these internal limits in certain operating environments, but also strives to outperform these limits when possible. The Bank was in compliance with the foregoing policies at June 30, 2026 and December 31, 2025, as summarized in the table below.
The following table presents Valley's loans to deposits and wholesale funding to total funding ratios at June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Loans to deposits | 96.9 | % | 96.1 | % | ||||||||||
| Wholesale funding to total funding | 14.8 | 15.3 | ||||||||||||
Valley's short- and long-term cash requirements include contractual obligations under borrowings, deposits, payments related to leases, capital expenditures and other purchase commitments. In the ordinary course of operations, the Bank also enters into various financial obligations, including contractual obligations that may require future cash payments. Management believes the Bank has the ability to generate and obtain adequate amounts of
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cash to meet its short-term and long-term obligations as they come due by utilizing various cash resources described below.
On the asset side of the balance sheet, the Bank has numerous sources of liquid funds in the form of cash and due from banks, interest bearing deposits with banks (including the FRB of New York) and other sources. The following table summarizes Valley's liquid assets:
| June 30, 2026 | December 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Cash and due from banks | $ | 388,741 | $ | 315,166 | ||||||||||
| Interest bearing deposits with banks | 578,148 | 1,268,399 | ||||||||||||
| Trading debt securities | 26,493 | — | ||||||||||||
Held to maturity debt securities (1) | 263,874 | 260,743 | ||||||||||||
Available for sale debt securities (2) | 4,292,148 | 4,202,218 | ||||||||||||
| Loans held for sale | 13,690 | 26,236 | ||||||||||||
| Total liquid assets | $ | 5,563,094 | $ | 6,072,762 | ||||||||||
(1) Represents securities that are maturing within 90 days or would otherwise qualify as maturities if sold (i.e., 85 percent of original cost basis has been repaid) within the held to maturity debt security portfolio.
(2) Includes approximately $1.0 billion and $1.3 billion of various investment securities that were pledged to counterparties to support our earning asset funding strategies at June 30, 2026 and December 31, 2025, respectively.
Total liquid assets represented 9.1 percent and 10.3 percent of interest earning assets at June 30, 2026 and December 31, 2025, respectively. The level of cash liquidity on the balance sheet (as shown in the table above) decreased from December 31, 2025 to a more normalized level at June 30, 2026 partially due to our management of expected period end funding activities in the first half of 2026.
Other sources of funds on the asset side are derived from scheduled loan payments of principal and interest, as well as prepayments received. At June 30, 2026, estimated cash inflows from total loans are projected to be approximately $14.2 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 $962.7 million in principal payments from securities in the total investment portfolio at June 30, 2026 over the next 12-month period due to normally scheduled principal repayments and expected prepayments of certain securities, primarily residential mortgage-backed securities.
On the liability side of the balance sheet, we utilize multiple sources of funds to meet liquidity needs, including commercial and consumer deposits, fully FDIC-insured indirect customer deposits, collateralized municipal deposits, and short-term and long-term borrowings. Our core deposit base, which generally excludes all fully insured indirect customer deposits, as well as retail certificates of deposit over $250 thousand, represents the largest of these sources. Average core deposits totaled approximately $46.0 billion and $42.4 billion for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively, representing 76.2 percent and 73.1 percent of average interest earning assets for the respective periods. The level of interest bearing deposits is affected by interest rates offered, which is often influenced by our need for funds, rates prevailing in the capital markets, competition, and the need to manage interest rate risk sensitivity.
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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 by type outstanding at June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| FHLB advances | $ | 375,000 | $ | — | |||||||
| Securities sold under agreements to repurchase | 58,484 | 91,475 | |||||||||
| Total short-term borrowings | $ | 433,484 | $ | 91,475 | |||||||
The following table summarizes the Bank's estimated unused available non-deposit borrowing capacities at June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| FHLB borrowing capacity* | $ | 5,525,802 | $ | 6,020,343 | |||||||
| Unused FRB discount window* | 10,528,000 | 10,145,000 | |||||||||
| Unused federal funds lines available from commercial banks | 1,610,000 | 1,610,000 | |||||||||
| Unencumbered investment securities | 5,787,101 | 4,694,183 | |||||||||
| Total | $ | 23,450,903 | $ | 22,469,526 | |||||||
* Used and unused FHLB and FRB borrowings are collateralized by certain pledged securities, including but not limited to U.S. government and agency mortgage-backed securities and a blanket qualifying first lien on certain real estate and residential mortgage secured loans.
Corporation Liquidity
Valley’s recurring cash requirements primarily consist of dividends to preferred and common shareholders and interest expense on subordinated notes and junior subordinated debentures issued to capital trusts. As part of our ongoing asset/liability management strategies, Valley could also use cash to repurchase shares of its outstanding common stock under its share repurchase program or redeem its callable junior subordinated debentures and subordinated notes. Valley's cash needs are routinely satisfied by dividends collected from the Bank. Projected cash flows from the Bank are expected to be adequate to pay preferred and common dividends, if declared, and interest expense payable to subordinated note holders and capital trusts, given the current capital levels and current profitable operations of the Bank. In addition to dividends received from the Bank, Valley can satisfy its cash requirements by utilizing its own cash and potential new funds borrowed from outside sources or capital issuances. Valley also has the right to defer interest payments on the junior subordinated debentures, and therefore distributions on its trust preferred securities for consecutive quarterly periods of up to five years, but not beyond the stated maturity dates, and subject to other conditions.
During the second quarter 2026, Valley issued $500 million of 6.219 percent fixed-to-floating rate subordinated notes and fully redeemed $300 million of callable subordinated notes originally due in June 2031. See Note 10 to consolidated financial statements for further details.
Investment Securities Portfolio
As of June 30, 2026, we had $88.5 million, $26.5 million, $4.3 billion and $3.8 billion in equity, trading debt, 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
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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. Trading debt securities consisted of U.S. Treasury securities at June 30, 2026.
The primary purpose of our AFS and HTM investment portfolios is to provide a source of earnings and liquidity, as well as serve as a tool for managing interest rate risk. The decision to purchase or sell securities is based upon the current assessment of long- and short-term economic and financial conditions, including the interest rate environment and other components of statement of financial condition. See additional information under “Interest Rate Risk,” “Liquidity and Cash Requirements” and “Capital Adequacy” sections elsewhere in this MD&A.
We continually evaluate our investment securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, and the level of interest rate risk to which we are exposed. These evaluations may cause us to change the level of funds we deploy into investment securities, 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, 2026 and December 31, 2025 and determined that the declines in fair value were mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, but not credit quality or other factors. There was no impairment recognized within the AFS debt securities portfolio during the three and six months ended June 30, 2026 and 2025.
We do not intend to sell any of the AFS debt securities in an unrealized loss position prior to recovery of our amortized cost basis, and we believe it is more likely than not that Valley will not be required to sell any of its securities prior to recovery of our amortized cost basis. None of the AFS debt securities were past due as of June 30, 2026 and there was no allowance for credit losses for AFS debt securities at June 30, 2026 and December 31, 2025.
Held to maturity debt securities. Valley estimates the expected credit losses on HTM debt securities that have loss expectations using a discounted cash flow model developed by a third party. Valley has a zero-loss expectation for certain securities within the HTM portfolio, including U.S. Treasury securities, U.S. 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, 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 $744 thousand and $734 thousand at June 30, 2026 and December 31, 2025, respectively. There were no net charge-offs of HTM debt securities during the three and six months ended June 30, 2026 and 2025.
Investment grades. The investment grades in the table below reflect the most current independent analysis performed by third parties of each security as of the date presented and not necessarily the investment grades at the date of our purchase of the securities. For many securities, the rating agencies may not have performed an
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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.
The following table presents the available for sale and held to maturity debt investment securities portfolios by investment grades at June 30, 2026:
| June 30, 2026 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Available for sale investment grades: * | |||||||||||||||||||||||
| AAA/AA/A Rated | $ | 4,157,521 | $ | 14,357 | $ | (136,530) | $ | 4,035,348 | |||||||||||||||
| BBB Rated | 122,388 | 591 | (1,652) | 121,327 | |||||||||||||||||||
| Non-investment grade | 2,377 | — | (509) | 1,868 | |||||||||||||||||||
| Not rated | 135,299 | 1,444 | (3,138) | 133,605 | |||||||||||||||||||
| Total | $ | 4,417,585 | $ | 16,392 | $ | (141,829) | $ | 4,292,148 | |||||||||||||||
| Held to maturity investment grades: * | |||||||||||||||||||||||
| AAA/AA/A Rated | $ | 3,540,152 | $ | 5,874 | $ | (382,288) | $ | 3,163,738 | |||||||||||||||
| Not rated | 217,792 | 4 | (13,184) | 204,612 | |||||||||||||||||||
| Total | $ | 3,757,944 | $ | 5,878 | $ | (395,472) | $ | 3,368,350 | |||||||||||||||
| Allowance for credit losses | 744 | — | — | 744 | |||||||||||||||||||
| Total, net of allowance for credit losses | $ | 3,757,200 | $ | 5,878 | $ | (395,472) | $ | 3,367,606 | |||||||||||||||
* Rated using external rating agencies. Ratings categories include entire range. For example, “A Rated” includes A+, A, and A-. Split rated securities with two ratings are categorized at the higher of the rating levels.
The unrealized losses in the AAA/AA/A rated categories of both the AFS and HTM debt securities portfolios (in the above table) were largely related to residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac and continue to be driven by the higher level of market interest rates. The investment securities AFS and HTM portfolios included investments with carrying values of $133.6 million and $217.8 million, respectively, at June 30, 2026 not rated by the rating agencies with aggregate unrealized losses of $3.1 million and $13.2 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, but were not limited to, municipal bonds with a combined amortized cost of $39.3 million and $5.8 million of gross unrealized losses and four single-issuer bank trust preferred issuances with a combined amortized cost of $36.1 million and $4.4 million of gross unrealized losses. These HTM debt securities were negatively impacted by a higher level of market interest rates, and not changes in their underlying credit.
See Note 6 to the consolidated financial statements for additional information regarding our investment securities portfolio.
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Loan Portfolio
The following table reflects the composition of the loan portfolio as of the dates presented:
| June 30, 2026 | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Loans | |||||||||||||||||||||||||||||
| Commercial and industrial | $ | 11,961,242 | $ | 11,104,079 | $ | 10,961,519 | |||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||
| Non-owner occupied | 11,146,663 | 11,503,874 | 11,571,127 | ||||||||||||||||||||||||||
Multifamily (1) | 9,034,186 | 8,588,462 | 8,571,713 | ||||||||||||||||||||||||||
| Owner occupied | 7,692,877 | 7,132,254 | 6,629,909 | ||||||||||||||||||||||||||
| Total | 27,873,726 | 27,224,590 | 26,772,749 | ||||||||||||||||||||||||||
| Construction | 2,475,109 | 2,485,387 | 2,471,233 | ||||||||||||||||||||||||||
| Total commercial real estate | 30,348,835 | 29,709,977 | 29,243,982 | ||||||||||||||||||||||||||
| Residential mortgage | 5,982,941 | 5,869,070 | 5,826,192 | ||||||||||||||||||||||||||
| Consumer: | |||||||||||||||||||||||||||||
| Home equity | 728,623 | 701,136 | 687,680 | ||||||||||||||||||||||||||
| Automobile | 2,150,089 | 2,198,102 | 2,184,600 | ||||||||||||||||||||||||||
| Other consumer | 1,295,521 | 1,246,456 | 1,232,755 | ||||||||||||||||||||||||||
| Total consumer loans | 4,174,233 | 4,145,694 | 4,105,035 | ||||||||||||||||||||||||||
Total loans (2) | $ | 52,467,251 | $ | 50,828,820 | $ | 50,136,728 | |||||||||||||||||||||||
| As a percentage of total loans: | |||||||||||||||||||||||||||||
| Commercial and industrial | 22.8 | % | 21.8 | % | 21.9 | % | |||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||
| Non-owner occupied | 21.2 | 22.6 | 23.1 | ||||||||||||||||||||||||||
| Multifamily | 17.2 | 16.9 | 17.1 | ||||||||||||||||||||||||||
| Owner occupied | 14.7 | 14.0 | 13.2 | ||||||||||||||||||||||||||
| Construction | 4.7 | 4.9 | 4.9 | ||||||||||||||||||||||||||
| Total commercial real estate | 57.8 | 58.4 | 58.3 | ||||||||||||||||||||||||||
| Residential mortgage | 11.4 | 11.5 | 11.6 | ||||||||||||||||||||||||||
| Consumer loans | 8.0 | 8.3 | 8.2 | ||||||||||||||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||
(1) | Includes loans collateralized by properties that are greater than 50 percent rent regulated totaling approximately $559 million, $583 million and $601 million at June 30, 2026, March 31, 2026 and December 31, 2025, respectively. | |||||||||||||||||||||||||||||||
(2) | Includes net unearned discounts and deferred loan fees of $19.9 million, $15.9 million and $17.4 million at June 30, 2026, March 31, 2026 and December 31, 2025, respectively. | |||||||||||||||||||||||||||||||
Total loans increased $1.6 billion, or 12.9 percent on an annualized basis, to $52.5 billion at June 30, 2026 from March 31, 2026 mostly due to increases of $857.2 million and $638.9 million in commercial and industrial loans and total commercial real estate loans, respectively. See more details below.
Commercial and industrial loans. Commercial and industrial loans increased by $857.2 million, or 30.9 percent on an annualized basis, to $12.0 billion at June 30, 2026 from March 31, 2026. The increase was largely driven by broad-based growth across relationship-based small and middle-market commercial clients, primarily in New York, Florida, and Chicago, and loan originations within the Bank's specialty healthcare and fund finance lending.
Commercial real estate loans. Commercial real estate loans (excluding construction loans) increased $649.1 million to $27.9 billion at June 30, 2026 from March 31, 2026 mainly driven by new owner occupied and select multifamily loan originations. Owner occupied loans increased $560.6 million, or 31.4 percent on an annualized basis as compared to March 31, 2026 and continued to drive the growth within the commercial real estate loan
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portfolio during the second quarter 2026 as a result of our strategic focus on this category. Multifamily loans increased $445.7 million, or 20.8 percent on an annualized basis as compared to March 31, 2026. Non-owner occupied loans decreased $357.2 million at June 30, 2026 from March 31, 2026 mainly due to our continued targeted runoff of transactional/non-relationship loans, which outpaced limited new originations in this category during the second quarter 2026. Overall, commercial real estate loans are well-diversified mainly across our footprint areas in New York (including Manhattan), Florida, and New Jersey with a combined weighted average loan to value ratio of 59 percent and debt service coverage ratio of 1.67 at June 30, 2026.
Construction loans. Construction loans decreased $10.3 million to $2.5 billion at June 30, 2026 from March 31, 2026 as we remained highly selective with new loan originations in this category.
Residential mortgage loans. Residential mortgage loans increased $113.9 million to $6.0 billion at June 30, 2026 from March 31, 2026 mainly due to continued retention of most new loan origination activity and modest levels of prepayments. New and refinanced residential mortgage loan originations totaled $254.0 million for the second quarter 2026 as compared to $194.8 million and $204.1 million for the first quarter 2026 and second quarter 2025, respectively. In addition, we purchased $30.7 million and $42.6 million of loans from unrelated third-party lenders for qualifying CRA purposes during the three and six months ended June 30, 2026, respectively.
Consumer loans. Consumer loans increased $28.5 million, or 2.8 percent on an annualized basis, to $4.2 billion at June 30, 2026 as compared to March 31, 2026 primarily due to the combined growth in home equity loans and other collateralized personal lines of credit, partially offset by a $48.0 million decrease in automobile loans. Within this portfolio, home equity loans increased $27.5 million, or 15.7 percent on an annualized basis as compared to March 31, 2026, mostly due to higher line usage and, to a lesser extent, new originations as compared to the first quarter 2026. Automobile loans decreased by $48.0 million, or 8.7 percent on an annualized basis, to $2.2 billion at June 30, 2026 as compared to March 31, 2026 mainly due to lower indirect auto loan origination volumes from our dealership network combined with higher repayment activity. Auto loan originations totaled $217.1 million for the second quarter 2026 as compared to $275.0 million for the first quarter 2026. Other consumer loans increased $49.1 million to $1.3 billion at June 30, 2026 as compared to March 31, 2026 primarily due to increased originations and usage of collateralized personal lines of credit.
A significant part of our lending is in northern and central New Jersey, New York City, Long Island and Florida. To mitigate our geographic risks, we maintain a diversified portfolio across borrower types and loans to protect against potential downturns in any single sector.
Based on our current projections, we expect the total loan growth for the full year of 2026 to be at or above the high end of the 4 to 6 percent range previously disclosed in Valley's Annual Report. However, there can be no assurance that we will achieve such growth levels given the potential for unforeseen changes in the market and other conditions detailed in our risk factors set forth under Item 1A. Risk Factors of Valley's Annual Report.
Non-performing Assets
NPAs include non-accrual loans, OREO, and other repossessed assets (which consist of automobiles and taxi medallions) at June 30, 2026. Loans are generally placed on non-accrual status when they become past due more than 90 days as to payment of principal or interest and/or the full and timely collection of principal and interest becomes uncertain. Exceptions to the non-accrual policy may be permitted if the loan is sufficiently collateralized 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 the lower of cost or fair value, less estimated cost to sell.
Our NPAs increased $28.2 million to $467.8 million at June 30, 2026 as compared to March 31, 2026. NPAs as a percentage of total loans and NPAs totaled 0.88 percent and 0.86 percent at June 30, 2026 and March 31, 2026, respectively (as shown in the table below). Management believes that total NPAs at June 30, 2026 remain within credit quality expectations for the loan portfolio and continue to reflect Valley's consistent application of underwriting standards to both originated loans and loans purchased from third parties. For additional details, see the “Credit Quality Indicators” section in Note 7 to the consolidated financial statements.
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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, 2026, the majority of our borrowers continued to demonstrate resilience despite the impact of elevated borrowing costs, inflation, labor costs and other factors. We continue to proactively monitor our commercial loans for potential negative trends and borrower weakness due to the current operating environment, including the potential negative impact of volatile energy prices and tariffs/import fees, and internally risk rate them accordingly. Based on our most recent portfolio review, we believe that we have relatively modest direct exposure to customer businesses most influenced by changing tariff/import fee policies and moderate periods of elevated energy prices. However, management cannot provide assurance that the NPAs will not increase from the levels reported at June 30, 2026 due to the aforementioned or other factors potentially impacting our lending customers.
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The following table sets forth by loan category accruing past due and NPAs on the dates indicated in conjunction with our asset quality ratios:
| June 30, 2026 | March 31, 2026 | December 31, 2025 | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
| Accruing past due loans: | |||||||||||||||||
| 30 to 59 days past due: | |||||||||||||||||
| Commercial and industrial | $ | 5,083 | $ | 5,285 | $ | 11,177 | |||||||||||
| Commercial real estate | 106,034 | 69,494 | 72,810 | ||||||||||||||
| Construction | 1,752 | — | — | ||||||||||||||
| Residential mortgage | 22,154 | 20,534 | 21,615 | ||||||||||||||
| Total consumer | 15,974 | 13,112 | 14,420 | ||||||||||||||
| Total 30 to 59 days past due | 150,997 | 108,425 | 120,022 | ||||||||||||||
| 60 to 89 days past due: | |||||||||||||||||
| Commercial and industrial | 2,748 | 1,015 | 1,274 | ||||||||||||||
| Residential mortgage | 6,495 | 4,285 | 10,181 | ||||||||||||||
| Total consumer | 3,904 | 3,506 | 5,269 | ||||||||||||||
| Total 60 to 89 days past due | 13,147 | 8,806 | 16,724 | ||||||||||||||
| 90 or more days past due: | |||||||||||||||||
| Commercial and industrial | 3,527 | 3,499 | — | ||||||||||||||
| Commercial real estate | 5,454 | — | 212 | ||||||||||||||
| Residential mortgage | 5,223 | 5,894 | 3,300 | ||||||||||||||
| Total consumer | 1,862 | 1,309 | 1,070 | ||||||||||||||
| Total 90 or more days past due | 16,066 | 10,702 | 4,582 | ||||||||||||||
| Total accruing past due loans | $ | 180,210 | $ | 127,933 | $ | 141,328 | |||||||||||
| Non-accrual loans: | |||||||||||||||||
| Commercial and industrial | $ | 147,731 | $ | 145,804 | $ | 138,321 | |||||||||||
| Commercial real estate | 256,081 | 225,417 | 236,221 | ||||||||||||||
| Construction | 9,139 | 9,148 | 9,140 | ||||||||||||||
| Residential mortgage | 42,992 | 45,988 | 44,424 | ||||||||||||||
| Total consumer | 6,686 | 6,289 | 5,832 | ||||||||||||||
| Total non-accrual loans | 462,629 | 432,646 | 433,938 | ||||||||||||||
| Other real estate owned (OREO) | 4,126 | 5,161 | 4,531 | ||||||||||||||
| Other repossessed assets | 1,020 | 1,758 | 1,286 | ||||||||||||||
| Total non-performing assets (NPAs) | $ | 467,775 | $ | 439,565 | $ | 439,755 | |||||||||||
| Total non-accrual loans as a % of loans | 0.88 | % | 0.85 | % | 0.87 | % | |||||||||||
| Total NPAs as a % of loans and NPAs | 0.88 | 0.86 | 0.87 | ||||||||||||||
Total accruing past due and non-accrual loans as a % of loans | 1.23 | 1.10 | 1.15 | ||||||||||||||
Allowance for loan losses as a % of non-accrual loans | 127.66 | 135.10 | 134.44 | ||||||||||||||
Loans 30 to 59 days past due increased $42.6 million to $151.0 million at June 30, 2026 as compared to March 31, 2026 mainly due to certain larger commercial real estate loans, partially offset by the migration of three commercial real estate loans totaling $49.6 million that migrated from this past due category at March 31, 2026 to non-accrual loans at June 30, 2026.
Loans 60 to 89 days past due increased $4.3 million to $13.1 million at June 30, 2026 as compared to March 31, 2026 mainly due to moderate increases in the residential mortgage and commercial and industrial loan categories.
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Loans 90 days or more past due and still accruing interest increased $5.4 million to $16.1 million at June 30, 2026 as compared to March 31, 2026 primarily due to the second quarter 2026 migration of a $5.5 million commercial real estate loan previously reported in the 30 to 59 days past due delinquency category at March 31, 2026. All loans 90 days or more past due and still accruing interest are well-secured and in the process of collection.
Non-accrual loans increased $30.0 million to $462.6 million, or 0.88 percent of total loans at June 30, 2026 as compared to $432.6 million, or 0.85 percent of total loans, at March 31, 2026. The increase was mainly attributable to the aforementioned migration of commercial real estate loans from the 30 to 59 days past due delinquency category at March 31, 2026. These three collateral dependent non-accrual commercial real estate loans totaled $49.6 million, net of partial charge-offs of $1.3 million during the second quarter 2026, and had no related allocated reserves within our allowance for credit losses for loans at June 30, 2026.
Although the timing of collection is uncertain, management believes that the majority of the non-accrual loans at June 30, 2026 are well secured and largely collectable, based in part on our quarterly review of collateral dependent loans and the valuation of the underlying collateral, if applicable. Any estimated shortfall in the net realizable value for collateral dependent loans is charged-off when a loan is 90 or 120 days past due or sooner if it is probable that a loan may not be fully collectable. For performing non-accrual loans, the collateral valuation shortfall may result in an allocation of specific reserves within our allowance for credit losses for loans.
Allowance for Credit Losses for Loans
The ACL for loans includes the allowance for loan losses and the reserve for unfunded credit commitments. Under CECL, our methodology to establish the allowance for loan losses has two basic components: (i) a collective reserve component for estimated expected credit losses for pools of loans that share common risk characteristics and (ii) an individually evaluated reserve component for loans that do not share risk characteristics, consisting of collateral dependent loans. Valley also maintains a separate allowance for unfunded credit commitments mainly consisting of undisbursed non-cancellable lines of credit, new loan commitments and commercial standby letters of credit.
Valley estimates the collective ACL using a current expected credit losses methodology which is based on relevant information about historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the loan balances. In estimating the component of the allowance on a collective basis, we use a transition matrix model which calculates an expected life of loan loss percentage for each loan pool by using probability of default and loss given default metrics. The probability of default and loss given default metrics are adjusted using a scaling factor to incorporate a full economic cycle.
The expected life of loan loss percentages are determined by analyzing the migration of loans within the commercial and industrial loan categories from performing to loss by credit quality rating or delinquency categories using historical life-of-loan data for each loan portfolio pool, and by assessing the severity of loss based on the aggregate net lifetime losses incurred. The expected credit losses based on loss history are adjusted for qualitative factors. Among other things, these adjustments include and account for differences in: (i) the impact of the reasonable and supportable economic forecast, relative probability weightings and economic variables under each scenario and reversion period, (ii) other weighted asset specific risks to the extent that they do not exist in the historical loss information, and (iii) net expected recoveries of charged-off loan balances. These adjustments are based on qualitative factors not reflected in the transition matrix but are likely to impact the measurement of estimated credit losses. The expected lifetime loss rate is the life of loan loss percentage from the transition matrix model plus the impact of the adjustments for qualitative factors. The expected credit losses are the product of multiplying the model’s expected lifetime loss rate by the exposure at default at period end on an undiscounted basis.
Valley utilizes a two-year reasonable and supportable forecast period followed by a one-year period over which estimated losses revert to historical loss experience on a straight-line basis for the remaining life of the loan. The forecast consists of multi-scenario economic forecasts to estimate future credit losses and are governed by a cross-functional committee. The committee meets each quarter to determine which economic scenarios developed by Moody's will be incorporated into the model, as well as the relative probability weightings of the selected scenarios, based upon all readily available information. The model projects economic variables under each scenario based on
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detailed statistical analyses. We have identified and selected key variables that most closely correlate to our historical credit performance, which include GDP, unemployment and the Case-Shiller Home Price Index.
At June 30, 2026, Valley continued to maintain the majority of its probability weighting used in the economic forecast to the Moody’s Baseline scenario with slightly more emphasis on the S-3 downside scenario and a smaller percentage weighting on the S-1 upside scenario as compared to December 31, 2025. At June 30, 2026, the standalone Moody's Baseline scenario reflected a slightly more optimistic outlook as compared to December 31, 2025 for several metrics, including a few highlighted below.
At June 30, 2026, Moody's Baseline forecast included the following specific assumptions:
•GDP growth: GDP is expected to remain positive, but moderate, with annual average growth of approximately 2.1 percent for the remainder of 2026 before trending down slightly to 2.0 percent in the second quarter 2028.
•Unemployment Rate: The outlook for the labor market projects slower job growth over the remainder of 2026, with the unemployment rate expected to be at approximately 4.5 percent by December 31, 2026 and remain near that level through the second quarter 2028.
•Federal funds: The current target federal funds rate range of 3.5 - 3.75 percent at June 30, 2026 is projected to remain unchanged until the second quarter 2028.
•Inflation: Inflation is expected to average 3.4 percent in the second half of 2026 and decline to 2.3 percent in the second quarter 2028.
See more details regarding our allowance for credit losses for loans in Note 7 to the consolidated financial statements.
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The table below summarizes the relationship among loans, loans charged-off, loan recoveries, the provision for credit losses and the allowance for credit losses for loans for the periods indicated:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Allowance for credit losses for loans | |||||||||||||||||||||||||||||
| Beginning balance | $ | 599,800 | $ | 596,100 | $ | 594,054 | $ | 596,100 | $ | 573,328 | |||||||||||||||||||
| Loans charged-off: | |||||||||||||||||||||||||||||
| Commercial and industrial | (9,838) | (2,782) | (25,189) | (12,620) | (53,645) | ||||||||||||||||||||||||
| Commercial real estate | (14,434) | (13,756) | (14,623) | (28,190) | (26,883) | ||||||||||||||||||||||||
| Construction | — | — | — | — | (1,163) | ||||||||||||||||||||||||
| Residential mortgage | — | — | (46) | — | (46) | ||||||||||||||||||||||||
| Total consumer | (3,354) | (3,263) | (2,213) | (6,617) | (4,353) | ||||||||||||||||||||||||
| Total loans charged-off | (27,626) | (19,801) | (42,071) | (47,427) | (86,090) | ||||||||||||||||||||||||
| Charged-off loans recovered: | |||||||||||||||||||||||||||||
| Commercial and industrial | 1,669 | 1,398 | 2,789 | 3,067 | 3,599 | ||||||||||||||||||||||||
| Commercial real estate | 2,790 | 347 | 188 | 3,137 | 437 | ||||||||||||||||||||||||
| Construction | — | — | 455 | — | 455 | ||||||||||||||||||||||||
| Residential mortgage | 41 | 83 | 37 | 124 | 205 | ||||||||||||||||||||||||
| Total consumer | 1,080 | 429 | 773 | 1,509 | 1,616 | ||||||||||||||||||||||||
| Total loans recovered | 5,580 | 2,257 | 4,242 | 7,837 | 6,312 | ||||||||||||||||||||||||
| Total net loan charge-offs | (22,046) | (17,544) | (37,829) | (39,590) | (79,778) | ||||||||||||||||||||||||
| Provision charged for credit losses | 29,166 | 21,244 | 37,795 | 50,410 | 100,470 | ||||||||||||||||||||||||
| Ending balance | $ | 606,920 | $ | 599,800 | $ | 594,020 | $ | 606,920 | $ | 594,020 | |||||||||||||||||||
Components of allowance for credit losses for loans: | |||||||||||||||||||||||||||||
| Allowance for loan losses | $ | 590,600 | $ | 584,500 | $ | 579,500 | $ | 590,600 | $ | 579,500 | |||||||||||||||||||
| Allowance for unfunded credit commitments | 16,320 | 15,300 | 14,520 | 16,320 | 14,520 | ||||||||||||||||||||||||
| Allowance for credit losses for loans | $ | 606,920 | $ | 599,800 | $ | 594,020 | $ | 606,920 | $ | 594,020 | |||||||||||||||||||
Components of provision for credit losses for loans: | |||||||||||||||||||||||||||||
Provision for credit losses for loans | $ | 28,146 | $ | 18,644 | $ | 39,129 | $ | 46,790 | $ | 100,428 | |||||||||||||||||||
Provision (credit) for unfunded credit commitments | 1,020 | 2,600 | (1,334) | 3,620 | 42 | ||||||||||||||||||||||||
| Total provision for credit losses for loans | $ | 29,166 | $ | 21,244 | $ | 37,795 | $ | 50,410 | $ | 100,470 | |||||||||||||||||||
| Allowance for credit losses for loans as a % of total loans | 1.16 | % | 1.18 | % | 1.20 | % | 1.16 | % | 1.20 | % | |||||||||||||||||||
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The following table presents the relationship among net loans charged-off and recoveries, and average loan balances outstanding for the periods indicated:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Net loan (charge-offs) recoveries | |||||||||||||||||||||||||||||
| Commercial and industrial | $ | (8,169) | $ | (1,384) | $ | (22,400) | $ | (9,553) | $ | (50,046) | |||||||||||||||||||
| Commercial real estate | (11,644) | (13,409) | (14,435) | (25,053) | (26,446) | ||||||||||||||||||||||||
| Construction | — | — | 455 | — | (708) | ||||||||||||||||||||||||
| Residential mortgage | 41 | 83 | (9) | 124 | 159 | ||||||||||||||||||||||||
| Total consumer | (2,274) | (2,834) | (1,440) | (5,108) | (2,737) | ||||||||||||||||||||||||
| Total | $ | (22,046) | $ | (17,544) | $ | (37,829) | $ | (39,590) | $ | (79,778) | |||||||||||||||||||
| Average loans outstanding | |||||||||||||||||||||||||||||
| Commercial and industrial | $ | 11,903,449 | $ | 11,015,736 | $ | 10,507,438 | $ | 11,316,306 | $ | 10,253,144 | |||||||||||||||||||
| Commercial real estate | 27,664,538 | 26,898,522 | 26,000,837 | 27,283,646 | 26,163,998 | ||||||||||||||||||||||||
| Construction | 2,491,229 | 2,470,225 | 2,982,733 | 2,480,785 | 3,018,284 | ||||||||||||||||||||||||
| Residential mortgage | 5,919,569 | 5,850,295 | 5,671,792 | 5,885,124 | 5,655,642 | ||||||||||||||||||||||||
| Total consumer | 3,905,388 | 4,030,605 | 3,869,837 | 4,113,389 | 3,753,755 | ||||||||||||||||||||||||
| Total | $ | 51,884,173 | $ | 50,265,383 | $ | 49,032,637 | $ | 51,079,250 | $ | 48,844,823 | |||||||||||||||||||
| Annualized net loan charge-offs (recoveries) to average loans outstanding | |||||||||||||||||||||||||||||
| Commercial and industrial | 0.27% | 0.05% | 0.85% | 0.17% | 0.98% | ||||||||||||||||||||||||
| Commercial real estate | 0.17 | 0.20 | 0.22 | 0.18 | 0.20 | ||||||||||||||||||||||||
| Construction | — | — | (0.06) | — | 0.05 | ||||||||||||||||||||||||
| Residential mortgage | — | (0.01) | — | — | (0.01) | ||||||||||||||||||||||||
| Total consumer | 0.23 | 0.28 | 0.15 | 0.25 | 0.15 | ||||||||||||||||||||||||
| Total annualized net loan charge-offs to total average loans outstanding | 0.17 | 0.14 | 0.31 | 0.16 | 0.33 | ||||||||||||||||||||||||
Net loan charge-offs totaled $22.0 million for the second quarter 2026 as compared to $17.5 million and $37.8 million for the first quarter 2026 and the second quarter 2025, respectively. Gross loan charge-offs totaled $27.6 million for the second quarter 2026 and were largely due to partial charge-offs of non-performing commercial real estate and commercial and industrial loans.
Net loan charge-offs for the second quarter 2026 (as presented in the above table) increased from the first quarter 2026, but continued to trend within management's expectations for the credit quality of the loan portfolio at June 30, 2026. While we currently expect the level of total net loan charge-offs to average loans outstanding to range from 0.15 to 0.20 percent for the full year of 2026, we can make no assurances that actual net loan charge-offs will not be higher than anticipated for 2026.
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The following table summarizes the allocation of the allowance for credit losses for loans to loan portfolio categories and the allocations as a percentage of each loan category:
| June 30, 2026 | March 31, 2026 | June 30, 2025 | |||||||||||||||||||||||||||||||||
| Allowance Allocation | Allocation as a % of Loan Category | Allowance Allocation | Allocation as a % of Loan Category | Allowance Allocation | Allocation as a % of Loan Category | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Loan Category: | |||||||||||||||||||||||||||||||||||
| Commercial and industrial loans | $ | 198,910 | 1.66 | % | $ | 186,143 | 1.68 | % | $ | 173,415 | 1.60 | % | |||||||||||||||||||||||
| Commercial real estate loans: | |||||||||||||||||||||||||||||||||||
| Commercial real estate | 268,445 | 0.96 | 269,847 | 0.99 | 270,937 | 1.04 | |||||||||||||||||||||||||||||
| Construction | 50,623 | 2.05 | 54,946 | 2.21 | 64,042 | 2.24 | |||||||||||||||||||||||||||||
| Total commercial real estate loans | 319,068 | 1.05 | 324,793 | 1.09 | 334,979 | 1.16 | |||||||||||||||||||||||||||||
| Residential mortgage loans | 48,905 | 0.82 | 51,700 | 0.88 | 48,830 | 0.86 | |||||||||||||||||||||||||||||
| Consumer loans: | |||||||||||||||||||||||||||||||||||
| Home equity | 4,333 | 0.59 | 4,120 | 0.59 | 3,689 | 0.58 | |||||||||||||||||||||||||||||
| Auto and other consumer | 19,384 | 0.56 | 17,744 | 0.52 | 18,587 | 0.55 | |||||||||||||||||||||||||||||
| Total consumer loans | 23,717 | 0.57 | 21,864 | 0.53 | 22,276 | 0.56 | |||||||||||||||||||||||||||||
| Allowance for loan losses | 590,600 | 1.13 | 584,500 | 1.15 | 579,500 | 1.17 | |||||||||||||||||||||||||||||
Allowance for unfunded credit commitments | 16,320 | 15,300 | 14,520 | ||||||||||||||||||||||||||||||||
Total allowance for credit losses for loans | $ | 606,920 | $ | 599,800 | $ | 594,020 | |||||||||||||||||||||||||||||
| Allowance for credit losses for loans as a % of total loans | 1.16 | % | 1.18 | % | 1.20 | % | |||||||||||||||||||||||||||||
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 1.16 percent at June 30, 2026, 1.18 percent at March 31, 2026, and 1.20 percent at June 30, 2025. For the second quarter 2026, the provision for credit losses for loans totaled $29.2 million as compared to $21.2 million and $37.8 million for the first quarter 2026 and second quarter 2025, respectively. The second quarter 2026 provision was mainly impacted by (i) higher specific reserves associated with collateral dependent loans, (ii) an increase in the economic forecast component of our reserve and (iii) strong commercial loan growth, partially offset by a decline in quantitative reserves largely within certain commercial real estate loan categories at June 30, 2026.
Capital Adequacy
A significant measure of the strength of a financial institution is its shareholders’ equity. Shareholders' equity of $7.9 billion and $7.8 billion at June 30, 2026 and December 31, 2025, respectively, represented 11.9 percent and 12.2 percent of total assets at each respective period end.
During the six months ended June 30, 2026, total shareholders’ equity increased by approximately $109.5 million primarily due to the following:
•net income of $334.8 million and
•a $10.3 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 $138.0 million,
•repurchases of $72.4 million of common stock held in treasury stock, and
•other comprehensive loss of $25.2 million.
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Valley and the Bank are subject to the regulatory capital requirements administered by the FRB and the OCC. Quantitative measures established by regulation to ensure capital adequacy require Valley and the Bank to maintain minimum amounts and ratios of CET1, total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets, as defined in the regulations.
Valley and the Bank are required to maintain minimum ratios, including a 2.5 percent capital conservation buffer, of (i) CET1 to risk-weighted assets of 7.0 percent or greater, (ii) Tier 1 capital to risk-weighted assets of 8.5 percent or greater, and (iii) total capital to risk-weighted assets of 10.5 percent or greater, as well as a minimum leverage ratio of 4.0 percent for capital adequacy purposes. As of June 30, 2026 and December 31, 2025, Valley and Valley National Bank exceeded all capital adequacy requirements (see table below).
The following table presents Valley’s and Valley National Bank’s actual capital positions and ratios under Basel III risk-based capital guidelines at June 30, 2026 and December 31, 2025:
| Actual | Minimum Capital Requirements | To Be Well Capitalized Under Prompt Corrective Action Provision | |||||||||||||||||||||||||||||||||
| Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||||||||||||||
| As of June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Total Risk-based Capital | |||||||||||||||||||||||||||||||||||
| Valley | $ | 7,327,837 | 13.77 | % | $ | 5,587,914 | 10.50 | % | N/A | N/A | |||||||||||||||||||||||||
| Valley National Bank | 7,092,812 | 13.34 | 5,581,661 | 10.50 | $ | 5,315,868 | 10.00 | % | |||||||||||||||||||||||||||
| Common Equity Tier 1 Capital | |||||||||||||||||||||||||||||||||||
| Valley | 5,698,396 | 10.71 | 3,725,276 | 7.00 | N/A | N/A | |||||||||||||||||||||||||||||
| Valley National Bank | 6,527,141 | 12.28 | 3,721,107 | 7.00 | 3,455,314 | 6.50 | |||||||||||||||||||||||||||||
| Tier 1 Risk-based Capital | |||||||||||||||||||||||||||||||||||
| Valley | 6,052,638 | 11.37 | 4,523,550 | 8.50 | N/A | N/A | |||||||||||||||||||||||||||||
| Valley National Bank | 6,527,141 | 12.28 | 4,518,487 | 8.50 | 4,252,694 | 8.00 | |||||||||||||||||||||||||||||
| Tier 1 Leverage Capital | |||||||||||||||||||||||||||||||||||
| Valley | 6,052,638 | 9.49 | 2,549,951 | 4.00 | N/A | N/A | |||||||||||||||||||||||||||||
| Valley National Bank | 6,527,141 | 10.25 | 2,546,875 | 4.00 | 3,183,594 | 5.00 | |||||||||||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Total Risk-based Capital | |||||||||||||||||||||||||||||||||||
| Valley | $ | 6,965,724 | 13.77 | % | $ | 5,311,534 | 10.50 | % | N/A | N/A | |||||||||||||||||||||||||
| Valley National Bank | 6,841,494 | 13.54 | 5,306,493 | 10.50 | $ | 5,053,803 | 10.00 | % | |||||||||||||||||||||||||||
| Common Equity Tier 1 Capital | |||||||||||||||||||||||||||||||||||
| Valley | 5,558,508 | 10.99 | 3,541,023 | 7.00 | N/A | N/A | |||||||||||||||||||||||||||||
| Valley National Bank | 6,297,558 | 12.46 | 3,537,662 | 7.00 | 3,284,972 | 6.50 | |||||||||||||||||||||||||||||
| Tier 1 Risk-based Capital | |||||||||||||||||||||||||||||||||||
| Valley | 5,912,750 | 11.69 | 4,299,813 | 8.50 | N/A | N/A | |||||||||||||||||||||||||||||
| Valley National Bank | 6,297,558 | 12.46 | 4,295,733 | 8.50 | 4,043,042 | 8.00 | |||||||||||||||||||||||||||||
| Tier 1 Leverage Capital | |||||||||||||||||||||||||||||||||||
| Valley | 5,912,750 | 9.63 | 2,455,946 | 4.00 | N/A | N/A | |||||||||||||||||||||||||||||
| Valley National Bank | 6,297,558 | 10.27 | 2,453,670 | 4.00 | 3,067,088 | 5.00 | |||||||||||||||||||||||||||||
Typically, our primary source of capital growth is through retention of earnings. Our rate of earnings retention is calculated by dividing undistributed earnings per common share by earnings (or net income available to common shareholders) per common share. Our retention ratio was 61.4 percent for the six months ended June 30, 2026 as compared to 56.4 percent for the full year ended December 31, 2025.
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Cash dividends declared amounted to $0.22 per common share for each of the six months ended June 30, 2026 and 2025. The Board is committed to examining and weighing relevant facts and considerations, including its commitment to shareholder value, each time it makes a cash dividend decision. See Item 1A. Risk Factors of Valley's Annual Report for additional information regarding factors that could adversely impact our ability to declare future cash dividends.
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 73 for a discussion of interest rate risk.
| Item 4. | Controls and Procedures | ||||
(a) Disclosure controls 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, 2026 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.
Valley’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A system of internal control, no matter how well conceived and operated, provides reasonable, not absolute, assurance that the objectives of the system of internal control are met. The design of a system of internal control reflects resource constraints and the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if 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.
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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, 2026 were as follows:
ISSUER PURCHASES OF EQUITY SECURITIES
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans (3) | Maximum Number of Shares that May Yet Be Purchased Under the Plans (3) | ||||||||||||||||||||||
| April 1, 2026 to April 30, 2026 | 311,899 | $ | 13.41 | 300,000 | 24,700,000 | |||||||||||||||||||||
| May 1, 2026 to May 31, 2026 | 801,260 | 13.12 | 800,000 | 23,900,000 | ||||||||||||||||||||||
| June 1, 2026 to June 30, 2026 | 415,074 | 13.90 | 400,000 | 23,500,000 | ||||||||||||||||||||||
| Total | 1,528,233 | $ | 13.39 | 1,500,000 | ||||||||||||||||||||||
(1)Includes repurchases of 28,233 shares made in connection with the vesting of employee restricted stock awards.
(2)Average price paid does not reflect the one percent excise tax charged on net stock repurchases.
(3)On February 24, 2026, Valley publicly announced a new stock repurchase program for up to 25 million shares of Valley common stock. The authorization to repurchase under the new repurchase program became effective on April 27, 2026 and will expire on April 27, 2028. Valley's previous publicly announced stock repurchase program had approximately 14.9 million shares remaining available for repurchase that expired on April 26, 2026.
| Item 5. | Other Information | ||||
a.None.
b.None.
c.During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
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| Item 6. | Exhibits | ||||
| (3) | Articles of Incorporation and By-laws: | ||||||||||
| (3.1) | Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company's Form 10-Q Quarterly Report filed on August 7, 2020. | ||||||||||
| (3.2) | Certificate of Amendment to the Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K Current Report filed on August 5, 2024. | ||||||||||
| (3.3) | By-laws of the Company, as amended and restated, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K Current Report filed on October 24, 2018. | ||||||||||
| (4) | Instruments Defining the Rights of Security Holders: | ||||||||||
| (4.1) | Subordinated Indenture, dated May 14, 2026, by and between Valley National Bancorp and U.S. Bank Trust Company, National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K Current Report filed on May 14, 2026. | ||||||||||
| (4.2) | First Supplemental Indenture, dated May 14, 2026, by and between Valley National Bancorp and U.S. Bank Trust Company, National Association, incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K Current Report filed on May 14, 2026. | ||||||||||
| (4.3) | Form of Global Note for Valley National Bancorp’s 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036 (included in Exhibit 4.2), incorporated herein by reference to Exhibit 4.3 to the Company’s Form 8-K Current Report filed on May 14, 2026. | ||||||||||
| (10) | Material Contracts: | ||||||||||
| (10.1) | Underwriting Agreement, dated May 11, 2026, by and among Valley National Bancorp, Valley National Bank, and Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC, as representatives of the Underwriters listed on Schedule A thereto, incorporated herein by reference to Exhibit 1.1 to the Company’s Form 8-K Current Report filed on May 14, 2026. | ||||||||||
| (31.1) | Certification of Ira Robbins, Chairman of the Board, President and Chief Executive Officer of the Company, pursuant to Exchange Act Rule 13a-14(a).* | ||||||||||
| (31.2) | Certification of Travis Lan, Senior Executive Vice President and Chief Financial Officer of the Company, pursuant to Exchange Act Rule 13a-14(a).* | ||||||||||
| (32) | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Ira Robbins, Chairman of the Board, President and Chief Executive Officer of the Company, and Travis Lan, Senior Executive Vice President and Chief Financial Officer of the Company.** | ||||||||||
| (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 6, 2026 | Ira Robbins | ||||||||||||||||
| Chairman of the Board, President and | |||||||||||||||||
| Chief Executive Officer | |||||||||||||||||
| (Principal Executive Officer) | |||||||||||||||||
| Date: | /s/ Travis Lan | ||||||||||||||||
| August 6, 2026 | Travis Lan | ||||||||||||||||
| Senior Executive Vice President and | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
| (Principal Financial Officer) | |||||||||||||||||
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