VALLEY NATIONAL BANCORP
For the period ended Mar 31, 2025. Filed May 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
| ☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|---|
For the Quarterly Period Ended March 31, 2025
OR
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|---|
For the transition period from to
Commission File Number 1-11277
Valley National Bancorp
(Exact name of registrant as specified in its charter)
| New Jersey | 22-2477875 | ||
|---|---|---|---|
| (State or other jurisdiction ofIncorporation or Organization) | (I.R.S. EmployerIdentification Number) | ||
| One Penn Plaza | |||
| New York, | NY | 10119 | |
| (Address of principal executive office) | (Zip code) | ||
973-305-8800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of exchange on which registered |
|---|---|---|
| Common Stock, no par value | VLY | The Nasdaq Stock Market LLC |
| Non-Cumulative Perpetual Preferred Stock, Series A, no par value | VLYPP | The Nasdaq Stock Market LLC |
| Non-Cumulative Perpetual Preferred Stock, Series B, no par value | VLYPO | The Nasdaq Stock Market LLC |
| Non-Cumulative Perpetual Preferred Stock, Series C, no par value | VLYPN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Smaller reporting company | ☐ |
|---|---|---|---|---|---|
| Non-accelerated filer | ☐ | Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock (no par value), of which 560,341,218 shares were outstanding as of May 5, 2025.
TABLE OF CONTENTS
| PageNumber | ||
|---|---|---|
| PART I · FINANCIAL INFORMATION | ||
| Item 1. · Financial Statements (Unaudited) | ||
| Consolidated Statements of Financial Condition as of March 31, 2025 and December 31, 2024 | 3 | |
| Consolidated Statements of Income for the Three Months Ended March 31, 2025 and 2024 | 4 | |
| Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2025 and 2024 | 5 | |
| Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended March 31, 2025 and 2024 | 6 | |
| Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 | 7 | |
| Notes to Consolidated Financial Statements | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 46 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 81 |
| Item 4. | Controls and Procedures | 81 |
| PART II | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 82 |
| Item 1A. | Risk Factors | 82 |
| Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities | 82 |
| Item 5. | Other Information | 83 |
| Item 6. | Exhibits | 83 |
| SIGNATURES | 84 | |
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 |
| CFPB | Consumer Financial Protection Bureau |
| CODM | Chief Operating Decision Maker |
| 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 |
| 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 |
| Moody’s | Moody’s Investor Services |
| 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 |
| ROATE | Return on average tangible shareholders’ equity |
| RSU | Restricted stock unit |
| S&P | Standard & Poor's |
| 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”). |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.