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VALLEY NATIONAL BANCORP

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

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, 2026 · Filed Nov 5, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0000714310-26-000041

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0000714310-26-000049

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 248 previous paragraphs and 252 current paragraphs.

118 unchanged; 115 reworded; 18 added; 13 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 36 previous and 36 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

•risks and uncertainties relating to Valley’s pending acquisitions of Providence and Bluevine (together, the “Transactions”), including, but not limited to: the possibility that the Transactions may not be completed when expected or at all, including as a result of delays in obtaining, or the failure to obtain, required regulatory or other approvals or the failure to satisfy other closing conditions, including approval by Providence shareholders; the occurrence of any event that could give rise to the right of any party to terminate the merger or other agreement; the possibility that the anticipated benefits of the Transactions, including potential cost savings, synergies, and earnings accretion, will not be realized when expected or at all; the possibility that the Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management and attention from ongoing business operations; costs or difficulties relating to integration matters might be greater than expected; the inability to retain customers and qualified employees of Providence and Bluevine; potential business disruption or adverse reactions or changes to business, customer or employee relationships as a result of the Transactions; and changes in estimates of non-recurring charges related to the Transactions;

Current report

Providence Financial Corporation. On August 25, 2026, Valley announced that it will acquire Providence Financial Corporation (Providence), and its principal subsidiary, Providence Bank & Trust, headquartered in South Holland, Illinois. Providence had approximately $1.6 billion in total assets, $1.3 billion in total deposits, $1.1 billion in total loans, and $800 million in total wealth assets under management across its 14-branch network as of June 30,

Current report

We believe the acquisition of this high-performing commercial bank will provide an established physical delivery channel in the Chicagoland area to supplement Valley’s existing commercial presence in the market, as well as a source of stable low-cost core deposits to enhance our funding base. Upon closing, the shareholders of Providence will receive 4.3854 shares of Valley common stock and $21.47 in cash for each share of Providence common stock they own. Based on Valley's closing stock price of $14.05 on October 26, 2026, total merger consideration is estimated to be $246 million, including $64 million in cash and approximately 13.0 million shares of Valley common stock. The acquisition is expected to close in early 2027, subject to standard regulatory approvals, approval of Providence’s shareholders, and the satisfaction or waiver of other customary closing conditions.

Current report

Bluevine Inc. On September 28, 2026, Valley announced that it will acquire Bluevine Inc. (Bluevine), a leading nationwide digital banking platform for small businesses headquartered in Jersey City, New Jersey. Upon closing, Bluevine will bring Valley a scaled, high-growth digital small business platform; low-cost, digitally-sourced deposit relationships expected to exceed $2.3 billion (after termination of the current banking partner relationship and transition to the Bank starting in April 2027); and an established suite of integrated banking, payments, lending and financial-management solutions designed for small businesses across the country. Valley will acquire the outstanding equity of Bluevine for $340 million (subject to specified adjustments) consisting of approximately $255 million in cash and approximately 6.3 million shares of Valley common stock. The acquisition is expected to close in early 2027, subject to standard regulatory approvals, and the satisfaction or waiver of other customary closing conditions.

Current report

•a $13.8 million increase in non-interest income that was largely due to an increase in transaction-related tax credit advisory fees included in wealth management, higher service charges on deposit accounts, and legal settlement income and net gains from the valuation of certain fintech investments within other non-interest income for the third quarter 2026; and

Current report

•a $9.3 million decrease in income taxes primarily due to purchase of additional tax credits in excess of amounts previously anticipated during the third quarter 2026; which were partially offset by:

Current report

In September 2026, the FOMC increased the target range for the federal funds rate by 25 basis points to 3.75 – 4.00 percent. The increase was the FOMC's first rate hike since July 2023 and largely due to the elevated level of inflation and its view that the resilient economy could absorb modest tightening. Based on the latest FOMC minutes and other factors, there are currently broad market expectations for an additional rate increase by the end of 2026.

Current report

The economic outlook during the third quarter 2026 was characterized by generally resilient economic activity, a stable but uneven labor market, persistent inflationary pressures, and continued uncertainty surrounding U.S. fiscal, trade, and monetary policy. Consumer spending and business investment remained supportive of growth, including ongoing strength in technology-related investment, while labor market conditions remained broadly stable despite variability in monthly job creation. Elevated energy prices and geopolitical tensions contributed to renewed inflationary pressures, and concerns regarding fiscal sustainability and government borrowing levels contributed to higher long-term interest rates. During the third quarter 2026, the Federal Reserve increased interest rates, reinforcing expectations that monetary policy may remain restrictive for longer than previously anticipated.

Current report

Against this backdrop, uncertainty related to geopolitical developments, inflation, interest rates, and broader financial market conditions continues to present risks to the economic outlook. These factors contribute to a challenging operating environment for banking institutions and may affect loan demand, credit quality, deposit flows, funding costs, asset valuations, and capital markets activity. A deterioration in economic conditions or an increase in market volatility could adversely affect our customers, business operations, and financial results, as discussed elsewhere in this MD&A.

Current report

Average short-term borrowings for the third quarter 2026 decreased $300.9 million from the second quarter 2026 and increased $284.0 million from the third quarter 2025. The decrease from the second quarter 2026 was mainly due to maturity and repayment of $375 million of short-term FHLB advances during the third quarter 2026 funded by the growth in our direct customer deposits during the same period.

Current report

Other income increased $5.6 million for both the three and nine months ended September 30, 2026 as compared to the same periods in 2025. The increases were largely attributable to recovery income from legal settlements totaling $3.1 million and net valuation gains on certain fintech investments during the three months ended September 30, 2026.

Current report

Non-interest expense increased $28.0 million and$88.3 millionfor the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025 mainly due to amortization of tax credit investments, increases in salaries and employee benefits and increases in professional and legal fees and other operating expenses. See further details below.

Current report

Commercial and industrial loans. Commercial and industrial loans increased by $363.0 million, or 12.1 percent on an annualized basis, to $12.3 billion at September 30, 2026 from June 30, 2026. The increase was largely driven by new originations from a range of relationship-driven small to midsize clients across several markets, including strong loan production from New York, Florida, California, and Arizona.

Current report

Construction loans. Construction loans increased $183.1 million to $2.7 billion at September 30, 2026 from June 30, 2026 mainly driven by new loan advances on projects primarily in New York and Florida.

Current report

•Unemployment Rate: The unemployment rate is projected to gradually rise to 4.3 percent at the end of 2026 and peak at 4.7 percent in the second half of 2027 before decreasing to 4.6 percent in the third quarter 2028.

Current report

•Federal funds: An average federal funds rate of 3.6 percent unchanged through the third quarter 2028. The Federal Reserve's recent rate hike to a target federal funds rate range of 3.75 - 4.00 percent at September 30, 2026 was not part of the Moody's Baseline forecast in September 2026, however, the impact of the increase is not expected to be material to our weighted economic forecast.

Current report

Net loan charge-offs totaled $37.1 million for the third quarter 2026 as compared to $22.0 million and $14.6 million for the second quarter 2026 and the third quarter 2025, respectively. The increase in net loan charge-offs for the third quarter 2026 as compared to these respective prior periods was mostly due to an $11.6 million partial charge-off of a single non-performing commercial and industrial loan with $2.0 million of specific reserves within our allowance for credit losses for loans at September 30, 2026.
Removed paragraphs (13)

Previous report

•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

Previous report

•a $9.6 million increase in income taxes mainly due to higher pre-tax income, partially offset by increased investments in tax credits.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

Non-interest expense increased $27.0 million and$60.3 millionfor 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.

Previous report

FDIC insurance assessment expense decreased$2.9 millionfor 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.

Previous report

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.

Previous report

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.

Previous report

•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.

Previous report

•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.

Previous report

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.
Reworded paragraphs (115)

Previous wording

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:

Current wording

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, the Transactions (as defined below) and other mergers or 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:

Previous wording

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.

Current wording

Company Overview. At September 30, 2026, Valley had consolidated total assets of approximately $67.5 billion, total net loans of $52.6 billion, total deposits of $55.2 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. During the third quarter 2026, we announced two pending acquisitions discussed in detail below.

Previous wording

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.

Current wording

Financial Condition. During the third 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 September 30, 2026.

Previous wording

•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.

Current wording

•Deposits: Total deposit balances increased $1.1 billion to $55.2 billion at September 30, 2026 as compared to $54.1 billion at June 30, 2026 primarily attributable to an increase in direct customer deposits during the third quarter 2026. The growth in direct customer deposits was mainly driven by inflows of non-maturity interest bearing deposits from commercial banking customers, as well as retail CD offerings during the third quarter 2026. See the “Deposits and Other Borrowings” section below for more details.

Previous wording

•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

Current wording

•Loans: Total loans increased $722.7 million, or 5.5 percent on an annualized basis, to $53.2 billion at September 30, 2026 from June 30, 2026 mostly due to increases of $363.0 million and $343.5 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 commercial and industrial loan growth during the third quarter 2026, while new owner occupied loans and an uptick in construction loan activity were the primary drivers of the increase in commercial real estate loans at September 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) declined to approximately 312 percent at September 30, 2026 from 317 percent at June 30, 2026. We expect a continued gradual reduction of the CRE loan concentration ratio during the fourth quarter 2026, followed by a modest increase at March 31, 2027 due to the capital impact of the cash consideration to be paid at the closing of the Providence and Bluevine acquisitions anticipated in early 2027. Our long-term goal is to reduce the CRE loan concentration ratio to below 300 percent by the end of 2028. See further details of our loan activities under the “Loan Portfolio” section below.

Previous wording

•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.

Current wording

•Allowance for Credit Losses for Loans: The ACL for loans totaled $600.5 million and $606.9 million at September 30, 2026 and June 30, 2026, respectively, representing 1.13 percent and 1.16 percent of total loans at each respective date. During the third quarter 2026, we recorded a provision for credit losses for loans of $30.7 million as compared to $29.2 million and $19.2 million for the second quarter 2026 and third quarter 2025, respectively. See the “Allowance for Credit Losses for Loans” section for additional information.

Previous wording

•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.

Current wording

•Credit Quality: Net loan charge-offs totaled $37.1 million for the third quarter 2026 as compared to $22.0 million and $14.6 million for the second quarter 2026 and third quarter 2025, respectively. Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) decreased $25.7 million to $154.5 million, or 0.29 percent of total loans, at September 30, 2026 as compared to $180.2 million, or 0.34 percent of total loans, at June 30, 2026. The decrease was mainly due to migration of a few larger commercial real estate loans to the non-accrual category and, to a lesser extent, a decrease in early stage residential mortgage loan delinquencies. Non-accrual loans totaled $511.4 million, or 0.96 percent of total loans, at September 30, 2026 as compared to $462.6 million, or 0.88 percent of total loans, at June 30, 2026. See the “Non-Performing Assets” section for additional information.

Previous wording

•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.

Current wording

•Liquid Assets: Our liquid assets totaled $5.7 billion and $5.6 billion at September 30, 2026 and June 30, 2026, representing approximately 9.1 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.

Previous wording

•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.

Current wording

•Regulatory Capital and Shareholders' Equity: Total shareholders' equity decreased $20.6 million to $7.9 billion at September 30, 2026 as compared to June 30, 2026 primarily due to an increase in net unrealized losses associated with our AFS investment securities portfolio within other comprehensive income for the third quarter 2026. Valley's total risk-based capital, CET1 (common equity Tier 1) capital, Tier 1 capital and Tier 1 leverage capital ratios were 13.70 percent, 10.71 percent, 11.36 percent and 9.54 percent, respectively, at September 30, 2026 as compared to 13.77 percent, 10.71 percent, 11.37 percent and 9.49 percent, respectively, at June 30, 2026. During the third quarter 2026, we repurchased 2.5 million shares of our common stock at an average price of $13.86 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 through December 31, 2026 as previously projected and disclosed in Valley's Annual Report. See the “Capital Adequacy” section below for more information.

Previous wording

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:

Current wording

Quarterly Results. Net income for the third quarter 2026 was $206.3 million, or $0.36 per diluted common share, as compared to $163.4 million, or $0.28 per diluted common share, for the third quarter 2025. The $42.9 million increase in quarterly net income as compared to the same quarter one year ago was mainly due to the following changes:

Previous wording

•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;

Current wording

•a $59.2 million increase in net interest income mainly driven by higher average loan and investment securities balances combined with lower interest rates on most interest bearing deposit products for the third quarter 2026, partially offset by lower yields largely on adjustable-rate loans;

Previous wording

•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:

Current wording

•an $11.5 million increase in our provision for credit losses due, in part, to higher commercial and industrial and commercial real estate loan charge-offs as compared to one year ago, and, to a lesser extent, the impact of specific reserves associated with collateral dependent loans;

Previous wording

•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

Current wording

•a $28.0 million increase in non-interest expense primarily due to higher amortization of tax credit investments, higher expense related to continued investments in talent (largely focused in the commercial and consumer banking and technology areas), technology, advertising and general growth in our business, as well as $3.1 million of merger related expenses (primarily reported within professional and legal fees and other expense) related to our pending acquisitions.

Previous wording

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 2026 results.

Current wording

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 2026 results.

Previous wording

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.

Current wording

U.S. Economic Conditions. During the third quarter 2026, real GDP increased at an estimated annual rate of 3.4 percent as compared to an increase of 2.2 percent during the second quarter 2026. The increase in real GDP during the third quarter 2026 reflected increases in investment, consumer, and government spending, partially offset by a decrease in exports. Additionally, the rate of inflation has decreased to 3.5 percent in the third quarter 2026 as compared to 3.8 percent for the second quarter 2026.

Previous wording

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.

Current wording

The 10-year U.S. Treasury note yield ended the third quarter 2026 at 5.29 percent, or 87 basis points higher as compared to the second quarter 2026, and the 2-year U.S. Treasury note yield ended the third quarter 2026 at 4.89 percent, or 75 basis points higher as compared to the second quarter 2026.

Previous wording

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.

Current wording

Total loans and leases for U.S. commercial banks increased 1.8 percent in the third quarter 2026 compared to 1.9 percent in the second quarter 2026. Commercial and industrial loans increased by 2.2 percent, while commercial real estate loans increased 1.3 percent from the second quarter 2026 to third quarter 2026.

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. 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.

Current wording

We define cumulative deposit beta as the change in our cost of total deposits relative to the change in the average federal funds (upper bound) rate. The Federal Reserve began reducing the federal funds target rate during the third quarter of 2024, lowering the upper bound from 5.50 percent to 3.75 percent by the fourth quarter 2025. During the third quarter 2026, the Federal Reserve increased the upper bound to 4.00 percent. Between June 30, 2024, when the federal funds target rate reached its peak, and September 30, 2026, our cumulative deposit beta was 49 percent. The cumulative deposit beta for this period reflects the impact of changes in deposit mix, as discussed further below, and higher rates paid on non-maturity interest-bearing deposits during the third quarter 2026. See the “Net Interest Income” section for additional details on the changes in our cost of deposits during the third quarter 2026.

Previous wording

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 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.

Current wording

Total average deposits increased by $989.1 million to $54.2 billion for the third quarter 2026 as compared to the second quarter 2026. Average time deposit balances increased $648.2 million from the second quarter 2026 mainly due to deposits generated from targeted retail CD offerings over the last six months, as well as higher brokered CD balances during the third quarter 2026. Average non-interest bearing deposits increased $278.0 million to $12.7 billion for the third quarter 2026 as compared to the second quarter 2026 mostly due to the continued successful expansion of our commercial banking customer relationships. Average savings, NOW and money market deposits also modestly increased $62.9 million to $29.0 billion for the third quarter 2026 as compared to the second quarter 2026. Average non-interest-bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 23 percent, 54 percent, and 23 percent of total deposits for the third quarter 2026, respectively, as compared to 23 percent, 55 percent, and 22 percent of total deposits for the second quarter 2026, respectively.

Previous wording

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.

Current wording

Actual ending balances for deposits increased $1.1 billion to $55.2 billion at September 30, 2026 from June 30, 2026 mainly due to a $730.9 million increase in the savings, NOW and money market deposits category and a $482.1 million increase in time deposits, partially offset by a $102.8 million decline in non-interest bearing deposits. The increase in savings, NOW and money market deposits from June 30, 2026 was mostly attributable to inflows from our commercial banking customers, partially offset by lower indirect customer money market deposit balances. The increase in time deposits was largely driven by higher indirect customer CD balances and deposits generated from our targeted retail CD offerings. Total indirect customer deposits balance (consisting of both brokered time and money market deposits) was unchanged and totaled $5.3 billion at both September 30, 2026 and June 30, 2026. 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 both September 30, 2026 and June 30, 2026.

Previous wording

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.

Current wording

Total estimated uninsured deposits, excluding collateralized government deposits and intercompany deposits (i.e., deposits eliminated in consolidation), totaled approximately $15.7 billion, or 28.5 percent and $15.0 billion, or 27.7 percent of total deposits, at September 30, 2026 and June 30, 2026, respectively.

Previous wording

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.

Current wording

We currently expect total deposit growth for the full-year 2026 to be at or above 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 September 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 September 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.

Previous wording

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.

Current wording

Average long-term borrowings (including junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition) decreased $19.3 million and $296.1 million as compared to the second quarter 2026 and third quarter 2025, respectively. The decrease from the third quarter 2025 was mainly due to contractual maturities and repayments of the FHLB advances, partially offset by the higher average subordinated debt balance. The increase in average subordinated debt as compared to the third quarter 2025 reflected Valley'sissuance of $500 million of 6.219 percent fixed-to-floating rate subordinated notes in May 2026, partially offset by thefull early redemption of $300 million of its 3.00 percent fixed-to-floating rate subordinated notes on June 15, 2026.

Previous wording

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.

Current wording

Actual ending balances of short-term borrowings decreased $383.2 million to $50.3 million at September 30, 2026 from June 30, 2026 largely due to the aforementioned maturity and repayment of $375 million of short-term FHLB advances during the third quarter 2026. Long-term borrowings totaled $2.6 billion at September 30, 2026 and remained relatively unchanged as compared to June 30, 2026. See Note 10 to the consolidated financial statements for additional information.

Previous wording

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:

Current wording

ROATCE and adjusted ROATCE are computed by dividing net income available to common shareholders and adjusted net income available to common shareholders (excluding intangible amortization, net of tax), respectively, by average tangible common shareholders’ equity calculated as follows:

Previous wording

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 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.

Current wording

Net interest income on a tax equivalent basis of $506.8 million for the third quarter 2026 increased $18.4 million and $59.3 million compared to the second quarter 2026 and the third quarter 2025, respectively. Interest income on a tax equivalent basis increased $27.8 million to $858.5 million for the third quarter 2026 as compared to the second quarter 2026. The increase was primarily due to higher yields on adjustable interest rate loans, the origination of higher-yielding loans within the commercial and industrial and commercial real estate loan portfolios, an overall increase in average loan balances, and one additional day during the third quarter 2026 as compared to the second quarter 2026. Total interest expense increased $9.4 million to $351.7 million for the third quarter 2026 as compared to the second quarter 2026 mainly due to an increase in average time deposits during the third quarter 2026, as well as the higher cost of certain non-maturity deposits.

Previous wording

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.

Current wording

Average interest earning assets increased $3.2 billion to $61.8 billion for the third quarter 2026 as compared to the third quarter 2025 largely due to growth in the loan and investment securities portfolios over the last 12-month period, partially offset by lower levels of overnight interest bearing cash balances during the third quarter 2026. Compared to the second quarter 2026, average interest earning assets increased by $777.2 million during the third quarter 2026. The increase was mostly driven by the commercial loan growth and higher average taxable investment balances, partially offset by the decline in overnight interest bearing cash balances during the third quarter 2026.

Previous wording

Average interest bearing liabilities increased$2.2 billion to $44.2 billion for the second quarter 2026 as compared to thesecond 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 thesecond 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.

Current wording

Average interest bearing liabilities increased $1.9 billion to $44.6 billion for the third quarter 2026 as compared to the third quarter 2025 primarily due to strong deposit inflows from commercial customers over the last 12-month period within the non-maturity deposit categories combined with a higher short-term borrowings balance. Compared to the second quarter 2026, average interest bearing liabilities increased by $390.8 million during the third quarter 2026, mostly due to increases within time deposits, partially offset by a decline in short-term borrowings. 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 3.20 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.

Current wording

Net interest margin on a tax equivalent basis of 3.28 percent for the third quarter 2026 increased 8 basis points from 3.20 percent forthe second quarter 2026 and 23 basis points from 3.05 percent for the third quarter 2025. The yield on average interest earning assets increased by 11 basis points to 5.55 percent on a linked quarter basis largely due to the higher yields on new loan originations during the third quarter 2026 and upward repricing of adjustable interest rate loans. The overall cost of average interest bearing liabilities increased by 6 basis points to 3.16 percent for the third quarter 2026 as compared to the second quarter 2026 mostly due to the higher cost of both non- maturity and time deposits. Our cost of total average deposits was 2.33 percent for the third quarter 2026 as compared to 2.28 percent and 2.69 percent for the second quarter 2026 and third quarter 2025, respectively.

Previous wording

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.

Current wording

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 through the fourth quarter 2026, our forecasts include several uncertain assumptions, including projected funding costs. Therefore, we cannot provide any assurance that our future net interest income or margin will meet our current estimates or remain near the levels reported for the third 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.

Previous wording

The following table reflects the components of net interest income for the six months ended June 30, 2026 and 2025:

Current wording

The following table reflects the components of net interest income for the nine months ended September 30, 2026 and 2025:

Previous wording

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.

Current wording

Non-interest income represented 13.5 percent and 12.7 percent of total net interest income plus non-interest income for the three months ended September 30, 2026 and 2025, respectively, and 13.1 percent and 12.5 percent of total net interest income plus non-interest income for the nine months ended September 30, 2026 and 2025, respectively. For the three and nine months ended September 30, 2026, non-interest income increased $13.8 million and $35.5 million, respectively, as compared to the same periods in 2025. 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, 2026 and 2025:

Current wording

The following table presents the components of non-interest income for the three and nine months ended September 30, 2026 and 2025:

Previous wording

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.

Current wording

Wealth management and trust fees increased $6.0 million and $10.6 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases in both periods were mainly driven by higher volume of transaction-related tax credit advisory fees and an increase in asset management fees. Additionally, the increase for the nine months ended September 30, 2026 was attributable to higher brokerage commissions from stronger trading volume. Brokerage fees increased $3.9 million for thenine months ended September 30, 2026 as compared to the same period in 2025.

Previous wording

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.

Current wording

Capital markets income increased $6.8 million for the nine months ended September 30, 2026 as compared to the same period in 2025. The increase was mostly due to fee income growth from higher volume of interest rate swap transactions related to commercial lending activities. Swap fee income totaled $17.8 million for the nine months ended September 30, 2026, as compared to $12.2 million during the same period in 2025.

Previous wording

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.

Current wording

Service charges on deposit accounts increased $2.4 million and $11.9 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases were mainly due to additional treasury management service-related fees generated from commercial deposit accounts.

Previous wording

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.

Current wording

We are encouraged by the growth of our non-interest income during the nine months ended September 30, 2026. Looking ahead to the fourth quarter 2026 and beyond, we remain committed to leveraging our treasury management platform, capital markets capabilities, tax credit advisory services, and broader commercial product set to strengthen customer relationships and drive additional high-quality, sustainable non-interest income.

Previous wording

The following table presents the components of non-interest expense for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table presents the components of non-interest expense for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Salary and employee benefits expense increased $5.0 millionand $18.1 millionfor 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 months ended June 30, 2026, respectively, as compared to $800 thousand for both the three and six months ended June 30, 2025.

Current wording

Salary and employee benefits expense increased $3.3 millionand $21.4 millionfor the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increase for the three months ended September 30, 2026 was mainly due to increases in cash incentive and stock-based compensation, partially offset by lower severance expense. The increase for the nine months ended September 30, 2026 was mostly due to increases in cash incentive and stock-based compensation, severance expense, and medical insurance expenses. Severance expense related to workforce reductions totaled $8.2 million and$4.7 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

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.

Current wording

Net occupancy expense increased $3.9 million for the nine months ended September 30, 2026 as compared to the same period in 2025 mainly due to incrementally higher property taxes, building repairs and utilities expenses, partially offset by lower rent expense.

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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