VALLEY NATIONAL BANCORP

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•the impact of unfavorable macroeconomic conditions or downturns, including instability or volatility in financial markets resulting from the impact of tariffs, any retaliatory actions, related market uncertainty, or other factors; U.S. government debt default or rating downgrade; unanticipated loan delinquencies; loss of collateral; decreased service revenues; increased business disruptions or failures; reductions in employment; and other potential negative effects on our business, employees or clients caused by factors outside of our control, such as new legislation and policy changes under the current U.S. presidential administration, geopolitical instabilities or events, natural and other disasters, including severe weather events, health emergencies, acts of terrorism, or other external events;

Current wording

•the impact of unfavorable macroeconomic conditions or downturns, including instability or volatility in financial markets resulting from the impact of tariffs and other trade policies and practices, any retaliatory actions, related market uncertainty, or other factors; U.S. government debt default or rating downgrade; unanticipated loan delinquencies; loss of collateral; decreased service revenues; increased business disruptions or failures; reductions in employment; and other potential negative effects on our business, employees or clients caused by factors outside of our control, such as new legislation and policy changes under the current U.S. presidential administration, the recent prolonged shutdown of the U.S federal government, geopolitical instabilities or events, natural and other disasters, including severe weather events, health emergencies, acts of terrorism, or other external events;

Previous wording

•the impact of any potential instability within the U.S. financial sector or future bank failures, including the possibility of a run on deposits by a coordinated deposit base, and the impact of the actual or perceived concerns regarding the soundness, or creditworthiness, of other financial institutions, including any resulting disruption within the financial markets, increased expenses, including FDIC insurance assessments, or adverse impact on our stock price, deposits or our ability to borrow or raise capital;

Current wording

•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;

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•increased competitive challenges and our ability to stay current with rapid technological changes in the financial services industry, including the use of artificial intelligence, as well as our ability to assess and monitor the effects of, and risks associated with, the implementation and use of such technology;

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•our ability to stay current with rapid technological changes in the financial services industry; including the use of artificial intelligence, blockchain and digital currencies and related regulatory developments, as well as our ability to assess and monitor the effects of, and risks associated with, the implementation and use of such technology;

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•cyberattacks, ransomware attacks, computer viruses, malware or other cybersecurity incidents that may breach the security of our websites or other systems or networks to obtain unauthorized access to personal, confidential, proprietary or sensitive information, destroy data, disable or degrade service, or sabotage our systems or networks, and the increasing sophistication of such attacks;

Current wording

•cyberattacks, ransomware attacks, computer viruses, malware or other cybersecurity incidents that may breach the security of our websites or other systems or networks to obtain unauthorized access to personal, confidential, proprietary or sensitive information, destroy data, disable or degrade service, or sabotage our systems or networks, and the increasing sophistication of such attacks and use of targeted tactics against the financial services industry;

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Company Overview. At June 30, 2025, Valley had consolidated total assets of approximately $62.7 billion, total net loans of $48.8 billion, total deposits of $50.7 billion and total shareholders’ equity of $7.6 billion. Valley operates many convenient branch office locations and commercial banking offices in northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, Westchester County, New York, Florida, California, Alabama, and Illinois. Of our current 230 branch network, 55 percent, 18 percent, and 18 percent of the branches are located in New Jersey, New York, and Florida, respectively, with the remaining 9 percent of the branches in Alabama, California, and Illinois combined.

Current wording

Company Overview. At September 30, 2025, Valley had consolidated total assets of approximately $63.0 billion, total net loans of $48.7 billion, total deposits of $51.2 billion and total shareholders’ equity of $7.7 billion. Valley operates many convenient branch office locations and commercial banking offices in northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, Westchester County, New York, Florida, California, Alabama, and Illinois. Of our current 229 branch network, 55 percent, 18 percent, and 18 percent of the branches are located in New Jersey, New York, and Florida, respectively, with the remaining 9 percent of the branches in Alabama, California, and Illinois combined.

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Financial Condition. During the second quarter 2025, we continued to strengthen our balance sheet to best perform in the current uncertain economic environment, while also prudently managing the overall risk of our loan portfolio. The following items, including key balance sheet initiatives, are highlights at June 30, 2025.

Current wording

Financial Condition. During the third quarter 2025, we continued to strengthen our balance sheet to best perform in the current uncertain economic environment, while also prudently managing the overall risk of our loan portfolio. The following items, including key balance sheet initiatives, are highlights at September 30, 2025.

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•Commercial Real Estate Loan Concentration: Total commercial real estate loans (including construction loans) totaled $28.8 billion, or 58.4 percent of total loans at June 30, 2025, as compared to $29.1 billion, or 59.8 percent of total loans at March 31, 2025. The decrease was mostly due to normal repayment activity and selective originations as we continue to proactively diversify our loan portfolio and focus on the generation of more profitable and holistic banking client relationships. As a result, our CRE loan concentration ratio declined to approximately 349 percent at June 30, 2025 from 353 percent at March 31, 2025. Our current balance sheet goal is a continued gradual reduction of the CRE loan concentration ratio and to maintain the ratio below 350 percent through December 31, 2025. See further details of our loan activities under the “Loan Portfolio” section below.

Current wording

•Commercial Real Estate Loan Concentration: Total commercial real estate loans (including construction loans) totaled $28.7 billion, or 58.2 percent of total loans at September 30, 2025, as compared to $28.8 billion, or 58.4 percent of total loans at June 30, 2025. The decrease of $142.5 million was mostly due to the targeted runoff of transactional commercial real estate loans. As a result, our CRE loan concentration ratio declined to approximately 337 percent at September 30, 2025 from 349 percent at June 30, 2025. Our current balance sheet goal is a continued gradual reduction of the CRE loan concentration ratio and to maintain the ratio below 350 percent through December 31, 2025. See further details of our loan activities under the “Loan Portfolio” section below.

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•Allowance for Credit Losses for Loans: The ACL for loans totaled $594.0 million and $594.1 million at June 30, 2025 and March 31, 2025, respectively, representing 1.20 percent and 1.22 percent of total loans at each respective date. The moderate decrease reflects, among other factors, a decline in quantitative reserves in certain loan categories and lower specific reserves associated with collateral dependent loans at June 30, 2025. Given our current projections and credit trends within our loan portfolio, we anticipate the ACL will range between 1.20 percent and 1.25 percent of total loans through December 31, 2025. See the “Allowance for Credit Losses for Loans" section for additional information.

Current wording

•Allowance for Credit Losses for Loans: The ACL for loans totaled $598.6 million and $594.0 million at September 30, 2025 and June 30, 2025, respectively, representing 1.21 percent and 1.20 percent of total loans at each respective date. The increase reflects, among other factors, moderate increases in both the economic forecast and non-economic qualitative reserve components of the ACL for loans and higher specific reserves associated with collateral dependent loans, partially offset by a decline in quantitative reserves in certain loan categories at September 30, 2025. Given our current projections and credit trends within our loan portfolio, we anticipate the ACL will range between 1.20 percent and 1.25 percent of total loans through December 31, 2025. See the “Allowance for Credit Losses for Loans" section for additional information.

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•Credit Quality: Net loan charge-offs totaled $37.8 million for the second quarter 2025 as compared to $41.9 million and $36.8 million for the first quarter 2025 and second quarter 2024, respectively. Non-accrual loans totaled $354.4 million, or 0.72 percent of total loans, at June 30, 2025 as compared to $346.5 million, or 0.71 percent of total loans, at March 31, 2025. Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) increased $147.5 million to $199.2 million, or 0.40 percent of total loans, at June 30, 2025 as compared to $51.7 million, or 0.11 percent of total loans, at March 31, 2025. The majority of this increase related to three CRE loans, of which two were no longer past due in July 2025. See the “Non-Performing Assets” section for additional information.

Current wording

•Credit Quality: Net loan charge-offs totaled $14.6 million for the third quarter 2025 as compared to $37.8 million and $42.9 million for the second quarter 2025 and third quarter 2024, respectively. Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) decreased $114.4 million to $84.8 million, or 0.17 percent of total loans, at September 30, 2025 as compared to $199.2 million, or 0.40 percent of total loans, at June 30, 2025. Non-accrual loans totaled $421.5 million, or 0.86 percent of total loans, at September 30, 2025 as compared to $354.4 million, or 0.72 percent of total loans, at June 30, 2025. The increase in non-accrual loans was mostly due to three new non-performing CRE and construction loans totaling $67.0 million. These loans are largely well-collateralized and have total allocated reserves of $8.8 million within the ACL for loans at September 30, 2025. See the “Non-Performing Assets” section for additional information.

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•Liquid Assets: Our liquid assets totaled $5.4 billion at June 30, 2025, representing 9.3 percent of interest earning assets, as compared with $5.1 billion, or 9.1 percent of interest earning assets at March 31, 2025. We continue to maintain significant access to readily available, diverse funding sources to fulfill both short-term and long-term funding needs. See the “Bank Liquidity” section for additional information.

Current wording

•Liquid Assets: Our liquid assets totaled $5.7 billion at September 30, 2025, representing 9.9 percent of interest earning assets, as compared with $5.4 billion, or 9.3 percent of interest earning assets at June 30, 2025. We continue to maintain significant access to readily available, diverse funding sources to fulfill both short-term and long-term funding needs. See the “Bank Liquidity” section for additional information.

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•Deposits: Total deposit balances increased $759.4 million to $50.7 billion at June 30, 2025 as compared to $50.0 billion at March 31, 2025 mainly due to increases in both direct and indirect (brokered) customer time deposits during the second quarter 2025, partially offset by the outflows of certain indirect customer deposits in the savings, NOW and money market deposit category. Non-interest bearing deposits increased $118.2 million to $11.7 billion at June 30, 2025 from March 31, 2025. See the "Deposits and Other Borrowings" section below for more details.

Current wording

•Deposits: Total deposit balances increased $450.5 million to $51.2 billion at September 30, 2025 as compared to $50.7 billion at June 30, 2025 mainly due to deposit inflows from commercial customer and government deposits in the savings, NOW and money market deposit category during the third quarter 2025, partially offset by a $629.9 million decline in indirect customer deposits. Non-interest bearing deposits were $11.7 billion at both September 30, 2025 and June 30, 2025. See the "Deposits and Other Borrowings" section below for more details.

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•Investment Securities: Total investment securities increased $226.1 million to $7.5 billion, or 12.0 percent of total assets, at June 30, 2025 as compared to March 31, 2025 mainly due to targeted purchases of residential mortgage backed securities mostly issued by Ginnie Mae (with a risk-weighting of zero for regulatory capital purposes) that were classified as AFS. See the “Investment Securities Portfolio” section for more details.

Current wording

•Investment Securities: Total investment securities increased $231.7 million to $7.7 billion, or 12.3 percent of total assets, at September 30, 2025 as compared to June 30, 2025 mainly due to targeted purchases of residential mortgage backed securities and, to a lesser extent, corporate debt and U.S. Treasury securities that were classified as AFS during the third quarter 2025. See the “Investment Securities Portfolio” section for more details.

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•Regulatory Capital and Shareholders' Equity: Total shareholders' equity increased $75.5 million to $7.6 billion at June 30, 2025 as compared to March 31, 2025. Valley's total risk-based capital, common equity Tier 1 capital, Tier 1 capital and Tier 1 leverage capital ratios were 13.67 percent, 10.85 percent, 11.57 percent, and 9.49 percent, respectively, at June 30, 2025 as compared to 13.91 percent, 10.80 percent, 11.53 percent and 9.41 percent, respectively, at March 31, 2025. The decline in our total risk-based capital ratio as compared to March 31, 2025 reflects the early redemption of our $115 million of 5.25 percent fixed-to-floating rate subordinated notes, which were previously eligible for full regulatory capital treatment. Currently, we expect that Valley's common equity Tier 1 capital will gradually increase to approximately 11 percent by December 31, 2025 largely through projected growth in our retained earnings and continuous management of the overall regulatory risk weighted asset profile of our balance sheet, including the goal to reduce our commercial real estate loan concentration. See the "Capital Adequacy" section below for more information.

Current wording

•Regulatory Capital and Shareholders' Equity: Total shareholders' equity increased $120.0 million to $7.7 billion at September 30, 2025 as compared to June 30, 2025. Valley's total risk-based capital, common equity Tier 1 capital, Tier 1 capital and Tier 1 leverage capital ratios were 13.83 percent, 11.00 percent, 11.72 percent, and 9.52 percent, respectively, at September 30, 2025 as compared to 13.67 percent, 10.85 percent, 11.57 percent and 9.49 percent, respectively, at June 30, 2025. During the third quarter 2025, we repurchased 1.3 million shares of our common stock at an average price of $9.39 under our current stock repurchase plan. During the nine months ended September 30, 2025, we repurchased a total of 1.8 million shares of our common stock at an average price of $9.18 under this plan. We expect Valley's common equity Tier 1 capital to remain at approximately 11 percent through December 31, 2025. See the "Capital Adequacy" section below for more information.

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Quarterly Results. Net income for the second quarter 2025 was $133.2 million, or $0.22 per diluted common share, as compared to $70.4 million, or $0.13 per diluted common share, for the second quarter 2024. The $62.7 million increase in quarterly net income as compared to the same quarter one year ago was mainly due to the following changes:

Current wording

Quarterly Results. Net income for the third quarter 2025 was $163.4 million, or $0.28 per diluted common share, as compared to $97.9 million, or $0.18 per diluted common share, for the third quarter 2024. The $65.5 million increase in quarterly net income as compared to the same quarter one year ago was mainly due to the following changes:

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•a $30.7 million increase in net interest income mainly driven by lower interest rates on most interest bearing deposit products in the second quarter 2025 and additional interest income from investment security purchases, partially offset by lower yields on adjustable-rate loans;

Current wording

•a $35.7 million increase in net interest income mainly driven by lower interest rates on most interest bearing deposit products in the third quarter 2025 and additional interest income from investment security purchases, partially offset by lower yields on adjustable-rate loans and a decline in average loans;

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•a $44.3 million decrease in our provision for credit losses partly due to a decline in the impact of specific reserves for collateral dependent commercial loans and the change in quantitative reserves on a linked quarter basis; and

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•a $55.9 million decrease in our provision for credit losses partly due to a decline in the impact of specific reserves for collateral dependent commercial loans and the comparative change in quantitative reserves on a linked quarter basis; and

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•a $6.6 million increase in non-interest expense primarily due to increases in salary and employee benefits expense, amortization of tax credit investments, and net occupancy expense, partially offset by lower technology, furniture and equipment expense and FDIC insurance assessment fees; and

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•a $12.5 million increase in non-interest expense primarily due to increases in salary and employee benefits expense, professional and legal fees and amortization of tax credit investments, partially offset by lower FDIC insurance assessment and net occupancy expenses; and

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•a $17.0 million increase in income taxes mainly due to higher pre-tax income.

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•a $17.8 million increase in income taxes mainly due to higher pre-tax income, partially offset by our increased investment in tax credits.

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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 aboveand other infrequent non-core items impactingour second quarter 2025 results.

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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 aboveand other infrequent non-core items impactingour third quarter 2025 results.

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U.S. Economic Conditions. During the second quarter 2025, real GDP increased at an estimated annual rate of 3.0 percent as compared to a decrease of 0.5 percent during the first quarter 2025. The second quarter rebound from the first quarter 2025 was mainly driven by a decrease in imports and a modest increase in consumer spending and government expenditures. These movements were partially offset by decreases in gross private domestic investment driven by a reduction in inventory as inventory levels normalized after businesses and consumers stockpiled goods ahead of anticipated tariff increases in the first quarter 2025. While core inflation recently came in slightly below most forecasts, pricing trends did not significantly ease during the second quarter 2025. Overall, the rate of inflation has increased to 2.7 percent in the second quarter 2025 as compared to 2.4 percent for the first quarter 2025.

Current wording

U.S. Economic Conditions. During the third quarter 2025, real GDP increased at an estimated annual rate of 3.8 percent as compared to an increase of 3.0 percent during the second quarter 2025. The third quarter increase from the second quarter 2025 was driven by several factors, including but not limited to consumer spending, decreased imports, and technology related business investment. While core inflation moderately increased during the third quarter 2025, it still came in slightly below most forecasts. Overall, the rate of inflation has increased to 3.0 percent in the third quarter 2025 as compared to 2.7 percent for the second quarter 2025.

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Over the last four months of 2024 at its FOMC meetings, the Federal Reserve lowered the target range for the federal funds rate from 5.25 – 5.50 percent to 4.25 – 4.50 percent and have held the target steady since. The latest projections from the FOMC still indicate two rate cuts are expected during the remainder of 2025. The FOMC also indicated that the Federal Reserve will continue to reduce its Treasury securities, agency debt and agency mortgage- backed securities. The primary concerns of (1) supporting maximum employment and, more specifically, (2) returning inflation to its 2 percent target has led to the FOMC's most recent decision to hold the federal funds target rate steady.

Current wording

Over the last four months of 2024 at its FOMC meetings, the Federal Reserve lowered the target range for the federal funds rate from 5.25 – 5.50 percent to 4.25 – 4.50 percent. This range held steady until the FOMC lowered the target range to 4.00 – 4.25 percent in September 2025 and again to a range of 3.75 - 4.00 percent in October 2025 mainly due to a combination of an increase in downside risks to employment in recent months and moderating inflation as compared to forecasts. Based on the Federal Reserve Chairman's recent comments, the market expectation for another rate cut at the December 2025 meeting has declined from prior forecasts. The FOMC also indicated that the Federal Reserve will halt the reduction in its asset holdings starting December 1, 2025. The primary concerns of (1) supporting maximum employment and (2) returning inflation to its 2 percent target remain a central focus of any future FOMC interest rate cut and other monetary policy decisions.

Previous wording

The 10-year U.S. Treasury note yield ended the second quarter 2025 at 4.24 percent, or 1 basis point higher as compared to the first quarter 2025, and the 2-year U.S. Treasury note yield ended the second quarter 2025 at 3.72 percent, or 15 basis points lower as compared to the first quarter 2025.

Current wording

The 10-year U.S. Treasury note yield ended the third quarter 2025 at 4.16 percent, or 8 basis points lower as compared to the second quarter 2025, and the 2-year U.S. Treasury note yield ended the third quarter 2025 at 3.60 percent, or 12 basis points lower as compared to the second quarter 2025.

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The second quarter 2025 economic lookout was weakened by the continued negative impact of volatile U.S. tariff policies and trade negotiations, heightened geopolitical tensions, immigration enforcement, persistent concerns about the government deficit, including the impact of the recently passed OBBBA, and the level of inflation. As a result of these factors, many market analysts have increased the likelihood of a recession in their forecast for the coming year, and foresee an overall challenging bank operating environment. Should these conditions persist or further deteriorate, they may adversely impact our banking clients and our financial results, as highlighted elsewhere in this MD&A.

Current wording

The third quarter 2025 economic outlook remained pressured by the ongoing instability of U.S. tariff policies and trade discussions, continued geopolitical strains, tighter immigration measures, slowing labor markets, and the prolonged U.S. federal government shutdown combined with persistent concerns about the federal deficit. Additionally, inflation and fiscal uncertainty have kept recession risks elevated in analysts’ forecasts, and banks continue to face a difficult operating climate. As a result of these factors, many market analysts have increased the likelihood of a recession in their forecast for the coming year, and foresee an overall challenging bank operating environment. If these trends continue or worsen, they could negatively impact our banking clients and financial performance, as noted elsewhere in this MD&A.

Previous wording

We define cumulative deposit beta as the change in our cost of total deposits relative to the change in the average Fed Funds (upper bound) rate. We differentiate between the cumulative deposit beta during the rate increase cycle, which began in the first quarter of 2022 and ended in the second quarter of 2024, and the cumulative deposit beta during the rate decrease cycle which started in the third quarter of 2024. Our cumulative deposit beta in the interest rate increase cycle (between December 31, 2021 and June 30, 2024) was approximately 58 percent. The Federal Reserve started an interest rate decrease cycle during the third quarter 2024. Our cumulative deposit beta in this current interest rate decrease cycle (between June 30, 2024 and June 30, 2025) was 51 percent as compared to 53 percent (between June 30, 2024 and March 31, 2025) one quarter ago. The relative stabilization of our cumulative deposit beta in the second quarter 2025 was mainly driven by the Federal Reserve's decision to leave the target federal funds rate unchanged in the second quarter of 2025, and our ability to broadly maintain the level of interest rates offered on our interest bearing deposit products. See the "Net Interest Income" section for additional details on the changes in our cost of deposits during the second quarter 2025.

Current wording

We define cumulative deposit beta as the change in our cost of total deposits relative to the change in the average Fed Funds (upper bound) rate. We differentiate between the cumulative deposit beta during the "rate increase cycle," which began in the first quarter of 2022 and ended in the second quarter of 2024, and the cumulative deposit beta during the "rate decrease cycle," which started in the third quarter of 2024. Our cumulative deposit beta in the interest rate increase cycle (between December 31, 2021 and June 30, 2024) was approximately 58 percent. Our cumulative deposit beta in this current interest rate decrease cycle (between June 30, 2024 and September 30, 2025) was 47 percent as compared to 51 percent (between June 30, 2024 and June 30, 2025) one quarter ago. The decline of our cumulative deposit beta in the third quarter 2025 as compared to the second quarter 2025 was mainly driven by one additional day in the third quarter and a modest increase in the cost of newly originated customer deposits. These factors were partly mitigated by our ongoing efforts to reduce interest rates on existing customer deposits. See the "Net Interest Income" section for additional details on the changes in our cost of deposits during the third quarter 2025.

Previous wording

Total average deposits increased by $767.8 million to $49.9 billion for the second quarter 2025 as compared to the first quarter 2025. Average time deposit balances increased $548.7 million from the first quarter 2025 largely due to new direct retail customer CDs and our greater use of indirect customer (i.e., brokered) CDs in our funding mix during the second quarter 2025. Average non-interest bearing deposits increased $113.8 million to $11.3 billion for the second quarter 2025 as compared to the first quarter 2025, while average savings, NOW and money market deposits increased $105.4 million to $26.5 billion for the same period. Average non-interest-bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 23 percent, 53 percent, and 24 percent of total deposits for the second quarter 2025, respectively, as compared to 23 percent, 54 percent, and 23 percent of total deposits for the first quarter 2025, respectively.

Current wording

Total average deposits increased by $1.3 billion to $51.2 billion for the third quarter 2025 as compared to the second quarter 2025. Average savings, NOW and money market deposits increased $554.4 million to $27.0 billion for the third quarter 2025 as compared to the second quarter 2025 mainly due to deposit inflows from commercial customer and government deposit accounts. Average time deposit balances increased $501.7 million from the second quarter 2025 largely due to new direct retail customer CDs from promotional offerings over the last six month period. Average non-interest bearing deposits increased $204.0 million to $11.5 billion for the third quarter 2025 as compared to the second quarter 2025 mostly due to normal fluctuations in commercial customer deposit balances. Average non-interest-bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 22 percent, 53 percent, and 25 percent of total deposits for the third quarter 2025, respectively, as compared to 23 percent, 53 percent, and 24 percent of total deposits for the second quarter 2025, respectively.

Previous wording

Actual ending balances for deposits increased $759.4 million to $50.7 billion at June 30, 2025 from March 31, 2025 due to increases of $962.9 million and $118.2 million in time deposits and non-interest bearing deposits, respectively, partially offset by a $321.6 million decrease in savings, NOW and money market deposit balances. The increase in time deposit balances was mainly driven by continued deposit inflows from new promotional retail CD offerings and brokered customer CDs during the second quarter 2025. The increase in non-interest bearing deposit balances was mostly due to higher commercial customer deposit inflows in the second quarter 2025. Savings, NOW and money market deposit balances decreased at June 30, 2025 from March 31, 2025 largely due to lower indirect customer deposits, as well as some seasonal runoff in governmental deposits account balances. Total indirect customer deposits (including both brokered money market and time deposits) totaled $6.5 billion and $6.3 billion in June 30, 2025 and March 31, 2025, respectively. Non-interest bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 23 percent, 52 percent and 25 percent of total deposits as of June 30, 2025, respectively, as compared to 23 percent, 53 percent and 24 percent of total deposits as of March 31, 2025, respectively.

Current wording

Actual ending balances for deposits increased $450.5 million to $51.2 billion at September 30, 2025 from June 30, 2025 mainly due to a $1.2 billion increase in savings, NOW and money market deposit balances due to the aforementioned deposit inflows during the third quarter 2025, partially offset by a $616.8 million decrease in time deposits. The decrease in time deposit balances was mainly driven by the repayment of maturing indirect customer CDs during the third quarter 2025. Total indirect customer deposits (consisting of brokered time and money market deposits) totaled $5.8 billion and $6.5 billion at September 30, 2025 and June 30, 2025, respectively. Non-interest bearing deposits were approximately $11.7 billion at both September 30, 2025 and June 30, 2025 and remained relatively stable across our customer base during the third quarter 2025. 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 as of September 30, 2025, respectively, as compared to 23 percent, 52 percent and 25 percent of total deposits as of June 30, 2025, respectively.

Previous wording

Total estimated uninsured deposits, excluding collateralized government deposits and intercompany deposits (i.e., deposits eliminated in consolidation), totaled approximately $13.1 billion, or 26 percent of total deposits, at June 30, 2025 as compared to $13.0 billion, or 26 percent of total deposits, at March 31, 2025.

Current wording

Total estimated uninsured deposits, excluding collateralized government deposits and intercompany deposits (i.e., deposits eliminated in consolidation), totaled approximately $13.7 billion, or 27 percent of total deposits, at September 30, 2025 as compared to $13.1 billion, or 26 percent of total deposits, at June 30, 2025.

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While we maintained a diversified commercial and consumer deposit base at June 30, 2025, deposit gathering initiatives and our current direct customer deposit base could be challenged due to market competition, attractive non-deposit investment alternatives in the financial markets and other factors. As a result, we cannot guarantee that we will be able to maintain deposit levels at or near those reported at June 30, 2025. Management continuously monitors liquidity and all available funding sources including non-deposit borrowings discussed below. See the “Liquidity and Cash Requirements” section of this MD&A for additional information.

Current wording

We gathered approximately $1 billion of core deposits during the third quarter 2025 mostly through commercial channels reflecting our proactive business development efforts and the continued success of our treasury management sales efforts. While we maintained a diversified commercial and consumer deposit base at September 30, 2025, deposit gathering initiatives and our current direct customer deposit base could be challenged due to market competition, attractive non-deposit investment alternatives in the financial markets and other factors. As a result, we cannot guarantee that we will be able to maintain deposit levels at or near those reported at September 30, 2025. Management continuously monitors liquidity and all available funding sources including non-deposit borrowings discussed below. See the “Liquidity and Cash Requirements” section of this MD&A for additional information.

Previous wording

Average short-term borrowings for the second quarter 2025 decreased $111.1 million from the first quarter 2025 and increased $99.0 million from the second quarter 2024. The decrease from the first quarter 2025 was mainly due to the maturity and repayment of FHLB advances. The increase from the second quarter 2024 was mostly driven by a greater use of short-term FHLB advances in our mix of funding sources during the second quarter 2025. Average long-term borrowings (including junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition) increased $140.1 million as compared to the first quarter 2025 and decreased $172.8 million as compared to the second quarter 2024. The increase as compared to the first quarter 2025 was mainly due to new issuances of FHLB advances totaling $210.0 million in the second quarter

Current wording

Average short-term borrowings for the third quarter 2025 decreased $107.3 million from the second quarter 2025 and increased $7.9 million from the third quarter 2024. The decrease from the second quarter 2025 was mainly due to the maturity and repayment of FHLB advances. Average long-term borrowings (including junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition) decreased $184.9 million and $363.5 million as compared to thesecond quarter 2025 andthird quarter

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The decrease compared to the second quarter 2024 was partly due tomaturity and repayment of $273.0 million of FHLB advances in January 2025.

Current wording

2024, respectively. The decrease as compared to the second quarter 2025 was mainly due to the redemption of $215.0 million of subordinated notes during June 2025. The decrease compared to the third quarter 2024 was mostly due to maturity and repayment of $273.0 million of FHLB advances in January 2025 and the aforementioned subordinated notes redeemed in June 2025.

Previous wording

Actual ending balances of short-term borrowings increased $103.2 million to $162.2 million at June 30, 2025 from March 31, 2025 largely due to the increase in FHLB advances. Long-term borrowings totaled $2.9 billion at June 30, 2025 and remained relatively unchanged compared to March 31, 2025. In June 2025, we fully redeemed $215.0 million of subordinated notes that were mostly offset by the issuance of new long-term FHLB advances during the second quarter 2025.

Current wording

Actual ending balances of short-term borrowings decreased $111.2 million to $51.1 million at September 30, 2025 from June 30, 2025 largely due to the repayment of $100 million of maturing short-term FHLB advances. Long-term borrowings totaled $2.9 billion at September 30, 2025 and remained relatively unchanged compared to June 30, 2025.

Previous wording

Net interest income on a tax equivalent basis of $433.7 million for the second quarter 2025 increased $12.3 million compared to the first quarter 2025 and increased $30.7 million as compared to the second quarter 2024. Interest income on a tax equivalent basis increased $20.3 million to $806.3 million for the second quarter 2025 as compared to the first quarter 2025. The increase was mostly driven by (i) higher yields on new loan originations, (ii) increased average loan balances driven by new organic loan originations largely within the commercial and industrial loan portfolio, (iii) additional interest income from purchases of taxable investments mainly within the available for sale portfolio during the first half of 2025 and (iv) one additional day in the second quarter 2025. Total interest expense increased $8.0 million to $372.6 million for the second quarter 2025 as compared to the first quarter 2025 largely due to (i) a $548.7 million increase in average time deposit balances, (ii) the increased cost of certain non-maturity deposits and (iii) the aforementioned increase in day count.

Current wording

Net interest income on a tax equivalent basis of $447.5 million for the third quarter 2025 increased $13.8 million compared to the second quarter 2025 and increased $35.7 million as compared to the third quarter 2024. Interest income on a tax equivalent basis increased $21.9 million to $828.2 million for the third quarter 2025 as compared to the second quarter 2025. The increase was mostly driven by (i) higher yields on most new loan originations, (ii) increases in average loans and taxable investments and (iii) one additional day in the third quarter 2025. Total interest expense increased $8.1 million to $380.7 million for the third quarter 2025 as compared to the second quarter 2025. The increase was largely due to a $1.1 billion increase in average interest bearing deposit balances, partially offset by the positive impact of the early redemption of $115 million of subordinated notes on June 15, 2025, lower utilization of short-term FHLB borrowings and the repayment of higher-cost indirect customer deposits throughout the third quarter 2025.

Previous wording

Average interest earning assets increased $780.7 million to $57.6 billion for the second quarter 2025 as compared to the second quarter 2024 mainly due to a $2.0 billion increase in average taxable investments largely resulting from purchases of residential mortgage-backed securities classified as available for sale over the past 12 months, largely offset by lower average loan balances and to a lesser extent lower excess liquidity held in overnight interest-bearing deposits with banks. Compared to the first quarter 2025, average interest earning assets increased by$661.9 million during the second quarter 2025. The increase was mainly driven by increases of $377.7 million in average loans, $42.4 million overnight interest bearing cash balances and an increase of $249.8 million in average taxable investments. The increase in average loan balances to $49.0 billion for the second quarter 2025 was mostly due to continued growth in the commercial and industrial loan portfolio.

Current wording

Average interest earning assets increased $971.5 million to $58.6 billion for thethird quarter 2025 as compared to the third quarter 2024 mainly due to a $1.5 billion increase in average taxable investments largely resulting from purchases of residential mortgage-backed securities classified as available for sale over the past 12 months and, to a lesser extent, higher excess liquidity held in overnight interest-bearing deposits with banks. These items were partially offset by a $856.1 million decrease in average loan balances mostly caused by our strategic efforts to reduce the level of transactional commercial real estate loans in our portfolio. Compared to the second quarter 2025, average interest earning assets increased by $1.1 billion during the third quarter 2025. The increase was primarily driven by increases of $663.6 million, $238.2 million, and $171.5 million in average overnight interest bearing cash, loans and taxable investment balances, respectively.

Previous wording

Average interest bearing liabilities increased $337.4 million to $41.9 billion for the second quarter 2025 as compared to the second quarter 2024 primarily due to increases of $411.2 million and $99.0 million in average interest bearing deposits and short-term borrowings, respectively, partially offset by a decrease of $172.8 million in long-term borrowings. As compared to the first quarter 2025, average interest bearing liabilities increased by$683.0 million for the second quarter 2025 largely due to an increase in average time deposit balances. See additional information under“Deposits and Other Borrowings” in the Executive Summary section above.

Current wording

Average interest bearing liabilities increased $20.7 million to $42.7 billion for the third quarter 2025 as compared to the third quarter 2024 primarily due to an increase of $376.3 million in average interest bearing deposits, partially offset by a decrease of $363.5 million in long-term borrowings. As compared to the second quarter 2025, average interest bearing liabilities increased by$763.9 million for the third quarter 2025 largely due to an increases in both average savings, NOW and money market and time deposit balances, partially offset by lower long and short-term average FHLB advances and the redemption of certain subordinated notes in June 2025. See additional information under“Deposits and Other Borrowings” in the Executive Summary section above.

Previous wording

Net interest margin on a tax equivalent basis of 3.01 percent for the second quarter 2025 increased by 5 basis points from 2.96 percent for the first quarter 2025 and increased 17 basis points from 2.84 percent for the second quarter 2024. The increase as compared to the first quarter 2025 was mostly due to the 7 basis point increase in the yield on average interest earning assets largely caused by higher interest rates on new loan originations in the second quarter 2025 and higher yielding investment purchases. The overall cost of average interest bearing liabilities increased 2 basis points to 3.56 percent for the second quarter 2025 as compared to the first quarter 2025 mostly due to higher interest rates on certain non-maturity deposit products, partially offset by a lower overall cost of time deposits driven by both new volumes and maturities. Our cost of total average deposits was 2.67 percent for the second quarter 2025 as compared to 2.65 percent and 3.18 percent for the first quarter 2025 and the second quarter 2024, respectively.

Current wording

Net interest margin on a tax equivalent basis of 3.05 percent for the third quarter 2025 increased by 4 basis points from 3.01 percent for the second quarter 2025 and increased 19 basis points from 2.86 percent for the third quarter 2024. The increase as compared to the second quarter 2025 was mostly due to the 5 basis point increase in the yield on average interest earning assets largely caused by higher interest rates on most new loan originations in the third quarter 2025 and higher yielding investment purchases during the last six months, which were both partially offset by our elevated cash position. The overall cost of average interest bearing liabilities increased 1 basis points to 3.57 percent for the third quarter 2025 as compared to the second quarter 2025 mostly due to a 4 basis point increase in the cost of non-maturity interest bearing deposits, partially offset by a lower overall cost of time deposits mostly driven by the repayment of indirect customer CD maturities. Our cost of total average deposits was 2.69 percent for the third quarter 2025 as compared to 2.67 percent and 3.25 percent for the second quarter 2025 and the third quarter 2024, respectively.

Previous wording

In Valley's Annual Report, we provided guidance that we anticipated net interest income growth of approximately 9 to 12 percent for the full year of 2025 as compared to $1.6 billion reported for 2024. Based upon our current projections, we now expect the growth of our net interest income for 2025 to fall within a range of 8 to 10 percent range largely due to lower anticipated loan growth of 3 percent for same period. Our forecasts include additional assumptions and, therefore, we cannot provide any assurances that our future net interest income or margin will meet our current estimates or remain near the levels reported for the second quarter 2025. For a detailed discussion on the risks related to interest rates please refer to Part I, Item 1A. “Risk Factors” in Valley's Annual Report.

Current wording

In Valley's Annual Report, we provided guidance that we anticipated net interest income growth of approximately 9 to 12 percent for the full year of 2025 as compared to $1.6 billion reported for 2024. Based upon our current projections, we now expect 8 percent growth in our net interest income for 2025 largely due to lower anticipated loan growth of approximately 2 percent for same period. Our forecasts include additional assumptions and, therefore, we cannot provide any assurances that our future net interest income or margin will meet our current estimates or remain near the levels reported for the third quarter 2025. For a detailed discussion on the risks related to interest rates please refer to Part I, Item 1A. “Risk Factors” in Valley's Annual Report.

Previous wording

The following table reflects the components of net interest income for the six months ended June 30, 2025 and 2024:

Current wording

The following table reflects the components of net interest income for the nine months ended September 30, 2025 and 2024:

Previous wording

Non-interest income represented 12.6 percent and 11.3 percent of total net interest income plus non-interest income for the three months ended June 30, 2025 and 2024, respectively, and 12.4 percent of total interest income plus non-interest income for both the six months ended June 30, 2025 and 2024, respectively. For the three and six months ended June 30, 2025, non-interest income increased $11.4 million and $8.3 million, respectively, as compared to the same periods in 2024 mainly driven by increases in service charges on deposit accounts, capital markets income and bank owned life insurance income. See further details below.

Current wording

Non-interest income represented 12.7 percent and 12.9 percent of total net interest income plus non-interest income for the three months ended September 30, 2025 and 2024, respectively, and 12.5 percent and 12.6 percent for the nine months ended September 30, 2025 and 2024, respectively. For the three and nine months ended September 30, 2025, non-interest income increased $4.2 million and $12.5 million, respectively, as compared to the same periods in 2024 mainly driven by increases in service charges on deposit accounts, capital markets income and net gains on sales of loans. See further details below.

Previous wording

The following table presents the components of non-interest income for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table presents the components of non-interest income for the three and nine months ended September 30, 2025 and 2024:

Previous wording

Capital markets income increased $2.0 million and $3.3 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The increase for both periods was mostly due to fee growth from higher volumes of interest rate swap transactions related to commercial lending activities, as well as fees from foreign exchange and loan syndication transactions.

Current wording

Capital markets income increased $3.5 million and $6.7 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024. The increases for both periods were mostly due to fee income growth from higher volumes of (i) interest rate swap transactions related to commercial lending activities and (ii) loan syndication transactions.