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VALLEY NATIONAL BANCORP

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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About this filing

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.

Sep 30, 2025 · Filed Nov 7, 2025

VLY$14.08+0.1%Stored close · as of Nov 6, 2026
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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 September 30, 2025

OR

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-11277

Valley National Bancorp

(Exact name of registrant as specified in its charter)

New Jersey22-2477875
(State or other jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification Number)
One Penn Plaza
New York,NY10119
(Address of principal executive office)(Zip code)

973-305-8800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolsName of exchange on which registered
Common Stock, no par valueVLYThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par valueVLYPPThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par valueVLYPOThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series C, no par valueVLYPNThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer☒Accelerated filer☐Smaller reporting company☐
Non-accelerated filer☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock (no par value), of which 557,635,558 shares were outstanding as of November 6, 2025.

TABLE OF CONTENTS

PageNumber
PART I · FINANCIAL INFORMATION
Item 1. · Financial Statements (Unaudited)
Consolidated Statements of Financial Condition as of September 30, 2025 and December 31, 20243
Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025 and 20244
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 20245
Consolidated Statements of Changes in Shareholders' Equity for the Three and Nine Months Ended September 30, 2025 and 20246
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 20248
Notes to Consolidated Financial Statements10
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations49
Item 3.Quantitative and Qualitative Disclosures About Market Risk90
Item 4.Controls and Procedures90
PART IIOTHER INFORMATION
Item 1.Legal Proceedings91
Item 1A.Risk Factors91
Item 2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities91
Item 5.Other Information91
Item 6.Exhibits92
SIGNATURES93

Glossary of Defined Terms

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

TermDefinition
ACLAllowance for credit losses
AFSAvailable for sale
ASCAccounting Standards Codification
ASUAccounting Standards Update
BankValley National Bank (Valley’s principal subsidiary)
Basel IIICapital rules under a global regulatory framework developed by the Basel Committee on Banking Supervision
BoardBoard of Directors of Valley National Bancorp
CDCertificate of deposit
CECLCurrent expected credit loss model
CODMChief Operating Decision Maker
CRACommunity Reinvestment Act
CRE loan concentration ratioTotal commercial real estate loans held for investment and held for sale, excluding owner occupied loans, as a percentage of total risk-based capital
Exchange ActSecurities Exchange Act of 1934, as amended
Fannie MaeFederal National Mortgage Association
FDICFederal Deposit Insurance Corporation
Federal ReserveBoard of Governors of the Federal Reserve System
FRBFederal Reserve Bank
FHLBFederal Home Loan Bank
FOMCFederal Open Market Committee
Freddie MacFederal Home Loan Mortgage Corporation
GAAPU. S. Generally Accepted Accounting Principles
GDPGross domestic product
Ginnie MaeGovernment National Mortgage Association
HTMHeld to Maturity
Moody’sMoody’s Investor Services
NAVNet asset value
NPANon-performing asset
OBBBAThe One Big Beautiful Bill Act
OCCOffice of the Comptroller of the Currency
OREOOther real estate owned
OTCOver-the-counter
ROATEReturn on average tangible shareholders’ equity
RSURestricted stock unit
SECU.S. Securities and Exchange Commission
SOFRSecured Overnight Financing Rate
U.S. TreasuryUnited States Department of the Treasury
ValleyMay 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”).
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