| Item 15. | Exhibits and Financial Statement Schedules |
|---|
(a)Financial Statements and Schedules:
The following financial statements and supplementary data are filed as part of this Report:
| Page |
|---|
| Consolidated Statements of Financial Condition | 78 |
|---|
| Consolidated Statements of Income | 79 |
|---|
| Consolidated Statements of Comprehensive Income | 80 |
|---|
| Consolidated Statements of Changes in Shareholders’ Equity | 81 |
|---|
| Consolidated Statements of Cash Flows | 82 |
|---|
| Notes to Consolidated Financial Statements | 84 |
|---|
| Report of Independent Registered Public Accounting Firm | 151 |
|---|
All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.
(b)Exhibits (numbered in accordance with Item 601 of Regulation S-K):
(2)Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
| A. | Agreement and Plan of Merger, dated as of September 22, 2021, by and among Valley National Bancorp, Bank Leumi Le-Israel Corporation, a New York corporation and Volcano Merger Sub Corporation, a New York corporation and subsidiary of Valley, incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K Current Report filed on September 27, 2021. |
(3)Articles of Incorporation and By-laws:
| A. | Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant's Form 10-Q Quarterly Report filed on August 7, 2020. |
| B. | By-laws of the Registrant, as amended and restated, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K Current Report filed on October 24, 2018. |
(4)Instruments Defining the Rights of Security Holders:
| A. | Indenture, dated as of June 19, 2015, by and between Valley and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K Current Report filed on June 19, 2015. (Valley 4.55% sub debt due July 30, 2025). |
| B. | First Supplemental Indenture, dated as of June 19, 2015, by and between Valley and The Bank of New York Mellon Trust Company, N.A., as Trustee, including the form of the Notes attached as Exhibit A thereto, incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 8-K Current Report filed on June 19, 2015 (Valley 4.55% sub debt due July 30, 2025). |
| C. | Agreement to provide SEC with Indentures not filed. (Item 601(b)(4)(iii)(A)), incorporated herein by reference to Exhibit 4G to the Registrant's Form 10-K Annual Report filed on February 28, 2017. |
| D. | Description of Valley Securities, incorporated herein by reference to Exhibit 4F to the Registrant's From 10-K Annual Report filed on March 1, 2023 |
| E. | Indenture, dated as of June 5, 2020, between Valley and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K Current Report filed on June 5, 2020. |
| F. | First Supplemental Indenture, dated as of June 5, 2020, between Valley and The Bank of New York Mellon Trust Company, N.A., as Trustee, including the form of Notes attached as Exhibit A thereto, incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 8-K Current Report filed on June 5, 2020 (Valley 5.25% sub debt due June 15, 2030). |
| G. | Indenture, dated as of May 28, 2021, between Valley and U. S. Bank, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K Current Report filed on May 28, 2021. |
| H. | First Supplemental Indenture, dated as of May 28, 2021, between Valley and U. S. Bank, N.A., as Trustee, including the form of Notes attached thereto, incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K Current Report filed on May 28, 2021 (Valley 3.00% sub debt due June 15, 2031). |
| I. | Second Supplemental Indenture, dated as of September 20, 2022, between Valley and U.S. Bank Trust Company, National Association, as Trustee, including the form of Notes attached thereto, incorporated by reference to Exhibit 4.2 to the Registrant's Form 8-K Current Report filed on September 20, 2022 (Valley 6.25% sub debt due September 30, 2032). |
(10) Material Contracts:
| A. | The Valley National Bancorp Benefit Equalization Plan, as Amended and Restated, incorporated herein by reference to Exhibit 10 to the Registrant’s Form 10-Q Quarterly Report filed on November 6, 2015.+ |
| B. | Form of Participant Agreement for the Benefit Equalization Plan, incorporated herein by reference to Exhibit 10.J to the Registrant's Form 10-K Annual Report for the year ended December 31, 2011 (No. 001-11277).+ |
| C. | Valley National Bancorp Deferred Compensation Plan, dated as of January 1, 2017, incorporated herein by reference to Exhibit 10.S to the Registrant’s Form 10-K Annual Report for the year ended December 31, 2016.+ |
| D. | Severance Letter Agreement, dated as of September 21, 2016, between Valley National Bank, Valley and Ira Robbins, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K Current Report filed on September 27, 2016.+ |
| E. | Form of Valley National Bancorp Restricted Stock Award Agreement, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q Quarterly Report filed on May 8, 2017 (in use prior to 2019).+ |
| F. | Severance Letter Agreement, dated as of September 21, 2016, between Valley National Bank, Valley and Thomas A. Iadanza, incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K Current Report filed on September 27, 2016.+ |
| G. | Consulting Agreement, dated as of May 1, 2022, by and between Valley National Bancorp and Alrem LLC, incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q Quarterly Report filed on August 9, 2022.+ |
| H. | Bank Leumi Le-Israel Corporation 2018 Stock Option Plan, incorporated herein by reference to Exhibit 4.1 to the Registrant's Form S-8 Registration Statement filed on April 1, 2022.+ |
| I. | Restricted Stock Unit Agreement, effective as of January 6, 2022, between Bank Leumi Le-Israel Corporation and Avner Mendelson, incorporated herein by reference to Exhibit 4.2 to the Registrant's Form S-8 Registration Statement filed April 1, 2022.+ |
| J. | Form of Change in Control Agreement for Executive Vice President, dated January 16, 2019, incorporated herein by reference to Exhibit CC to the Registrant's Form 10-K filed on February 28, 2019. + |
| K. | Form of Change in Control Agreement for Senior Executive Vice President, dated January 16, 2019, incorporated herein by reference to Exhibit DD to the Registrant's Form 10-K filed on February 28, 2019. + |
| L. | Form of Agreement to Reduce Change in Control Severance, effective January 1, 2023 (applicable to Ira Robbins and Thomas A. Iadanza), incorporated herein by reference to Exhibit EE to the Registrant's Form 10-K filed on February 28, 2019. + |
| M. | Form of Change in Control Agreement for President and Chief Executive Officer, dated January 16, 2019 and effective January 1, 2023 (applicable to Ira Robbins), incorporated herein by reference to Exhibit FF to the Registrant's Form 10-K filed on February 28, 2019. + |
| N. | Form of Change in Control Agreement for Senior Executive Vice President, effective January 1, 2023 (covering Thomas A. Iadanza), incorporated herein by reference to Exhibit II to the Registrant's Form 10-K filed on February 28, 2019. + |
| O. | Valley National Bancorp 2016 Long-Term Stock Incentive Plan, as amended and restated on January 28, 2020 incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed on November 6, 2020. + |
| P. | Form of Valley National Bancorp Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2016 Long-Term Stock Incentive Plan, incorporated herein by reference to Exhibit MM to the Registrant's Form 10-K filed on February 28, 2019. + |
| Q. | Oritani Financial Corp. 2011 Equity Incentive Plan, incorporated by reference to Appendix A of the proxy statement for the Special Meeting of Oritani Stockholders (Commission File No. 001-34786) filed by Oritani under the Securities Exchange Act of 1934, as amended, on June 27, 2011. + |
| R. | Employment Agreement, dated as of July 25, 2017, by and among Joseph V. Chillura, Valley National Bancorp and Valley National Bank, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on August 7, 2020. + |
| S. | Valley National Bancorp 2021 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on May 7, 2021. + |
| T. | Form of Valley National Bancorp Director Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.4 of the Registrant’s Form 10-Q filed on May 7, 2021. + |
| U. | Form of Valley National Bancorp Time-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.DD to the Registrant's Form 10-K Annual Report filed on February 28, 2022. + |
| V. | Form of Valley National Bancorp Performance-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.EE to the Registrant's Form 10-K Annual Report filed on February 28, 2022. + |
| W. | Separation Agreement and General Release, dated as of February 16, 2022, between Valley National Bank and Robert Bardusch, incorporated herein by reference to Exhibit 10.2 to the Registrant's Form 10-Q Quarterly Report filed on May 9, 2022.+ |
| X. | Offer letter, dated as of September 23, 2021, between Valley National Bancorp and Raja Dakkuri, incorporated herein by reference to Exhibit 10.DD to the Registrant's Form 10-K Annual Report filed on March 1, 2023. + |
| Y. | Investor Rights Agreement, dated as of April 1, 2022, between Valley National Bancorp and Bank Leumi Le-Israel B.M., incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K Current Report filed on April 1, 2022. |
| Z. | Valley National Bancorp 2023 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on August 7, 2023. + |
| AA. | Form of Valley National Bancorp Time-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2023 Incentive Compensation Plan. + * |
| BB. | Form of Valley National Bancorp Performance-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2023 Incentive Compensation Plan. + * |
(21)List of Subsidiaries as of December 31, 2023:
| Name | Jurisdiction ofIncorporation | Percentage of Voting Securities Owned by the Parent Directly or Indirectly |
|---|
| (a) · Subsidiaries of Valley: |
|---|
| Valley National Bank | United States | 100% |
| Aliant Statutory Trust II | Delaware | 100% |
| GCB Capital Trust III | Delaware | 100% |
| State Bancorp Capital Trust I | Delaware | 100% |
| State Bancorp Capital Trust II | Delaware | 100% |
| Dudley Ventures, LLC | Delaware | 100% |
| DV Financial Services, LLC | Delaware | 100% |
| (b) | Subsidiaries of Valley National Bank: | |
|---|
| Valley Wealth Managers, Inc. | New Jersey | 100% |
| Highland Capital Corp. | New Jersey | 100% |
| Valley Insurance Services, Inc. | New York | 90% |
| Metro Title and Settlement Agency, Inc. | New York | 100% |
| Valley Securities Holdings (NY) LLC | New York | 100% |
| VNB New York, LLC | New York | 100% |
| DV Community Investment, LLC | Delaware | 100% |
| Valley Financial Management, Inc. | New York | 100% |
| (c) | Subsidiaries of Valley Insurance Services, Inc.: | |
|---|
| RISC One, Inc. | New York | 90% |
| Valley Insurance Services of Florida, LLC | Florida | 90% |
| (d) | Subsidiaries of Valley Securities Holdings (NY) LLC: | |
|---|
| SAR II, Inc. | New Jersey | 100% |
| Shrewsbury Capital Corporation | New Jersey | 100% |
| Valley Investments, Inc. | New Jersey | 100% |
| Oritani Investment Corp. | New Jersey | 100% |
| (e) | Subsidiary of Oritani Investment Corp.: | |
|---|
| Oritani Asset Corp. | New Jersey | 100% |
| (f) | Subsidiary of SAR II, Inc.: | |
|---|
| VNB Realty, Inc. | New Jersey | 100% |
| (g) | Subsidiary of VNB Realty, Inc.: | |
|---|
| VNB Capital Corp. | New York | 100% |
| † Excluded from the list are subsidiaries that, if considered in the aggregate, would not constitute a significant subsidiary under SEC rules as of December 31, 2023. |
|---|
| (23) | Consent of KPMG LLP.* |
| (24) | Power of Attorney of Certain Directors and Officers of Valley.* |
| (31.1) | Certification of Ira Robbins, Chairman of the Board and Chief Executive Officer of the Company, pursuant to Securities Exchange Rule 13a-14(a).* |
| (31.2) | Certification of Michael D. Hagedorn, Senior Executive Vice President and Chief Financial Officer of the Company, pursuant to Securities Exchange 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 and Chief Executive Officer of the Company and Michael D. Hagedorn, Senior Executive Vice President and Chief Financial Officer of the Company.* |
| (97) | Valley National Bancorp Clawback Policy in the Event of a Financial Restatement. * |
| (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) * |
| + | Management contract and compensatory plan or arrangement. |
|---|
