Proxy Statement (Form DEF 14A)

Proxy Statement Highlights

ITEM 1: Election of Directors

Director Nominee Snapshot

The table below provides summary information about the 11 nominees for election as directors at the Annual Meeting. Each director nominee is standing for election to hold office until our next annual shareholder meeting and until his or her successor is duly elected and qualified. Andrew B. Abramson, Peter J. Baum, and Marc J. Lenner will not be standing for reelection at the Annual Meeting. For additional information regarding our director nominees, see "Director Biographies" beginning on page 12 of this Proxy Statement.

Corporate Governance Highlights

The following illustrate the characteristics of our director nominees as of the Annual Meeting.

Governance Best Practices

For a description of our corporate governance practices, see "Corporate Governance" beginning on page 20 of this Proxy Statement.

ITEM 2: Advisory Vote on our Named Executive Officer Compensation ("Say-on-Pay")

You are being asked to approve on an advisory, non-bindingbasis the compensation of our named executive officers ("NEOs") as disclosed in this Proxy Statement. For additional information regarding our executive compensation program and our NEO compensation, see "Compensation Discussion and Analysis" beginning on page 45 of this Proxy Statement.

The Board recommends that you vote "FOR" the proposal to approve, on an advisory, non-bindingbasis, the compensation of our NEOs as disclosed in this Proxy Statement.

2024 Financial Performance

The graphs below summarize certain of the Company's key financial performance metrics for the 2022-2024 three-year performance period: ($ in millions)

Our Compensation Program and 2024 Compensation Determinations

Compensation Philosophy

We believe that the Company's executive compensation should be structured to balance the expectations of our shareholders, our other stakeholders, and our executives. We have adopted a compensation philosophy that seeks to achieve this balance by taking into consideration the following factors:

Compensation Elements

Our NEOs' total direct compensation consists of three main elements:

2024 Compensation Overview

2024 Say-on-PayResults

The Compensation Committee and the Board value the input of our shareholders regarding our NEO compensation. At our 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting"), 97.7% of the shares voted on our "say-on-pay"proposal voted in favor of the Company's executive compensation program.

ITEM 3: Ratification of the Selection of our Independent Registered Public Accounting Firm

You are being asked to ratify the Audit Committee's selection of KPMG LLP as our independent registered public accounting firm for 2025. For additional information regarding the Audit Committee's selection of, and the fees paid to, KPMG LLP, see "Report of the Audit Committee" on page 78 and "Item 3: Ratification of the Selection of Independent Registered Public Accounting Firm" beginning on page 77 of this Proxy Statement.

Board Refreshment and Succession Planning

In the last several years, the Nominating Committee has paid particular attention to Board refreshment. The Nominating Committee believes that its actions have demonstrated a continuing commitment to independence and oversight.

The Board believes that diversity of skills, knowledge, expertise, background, experience, and perspectives will enhance the Board's ability to best serve the interests of Valley and its shareholders. To this end, while the Board does not have a specific diversity policy and does not focus on any one of the above factors more than the others, the Board is committed to enhancing the overall diversity of the Board. The Board believes that a balance of director diversity and tenure is a strategic asset to our investors. The range of our directors' tenure encompasses directors who have institutional knowledge of the Company and the competitive environment, complemented by newer directors with varied backgrounds and skills. The robustness of our refreshment strategy combines experience and continuity with new perspectives. It is of critical importance to the Company that the Board engage in a robust annual self-evaluation process and recruit directors who help achieve the goal of a well-rounded Board with diverse perspectives that functions respectfully and effectively as a unit. As a general matter, the Board is guided by the following principles in its refreshment efforts:

Board Evaluation Process

The Board believes that an effective director evaluation process enables it to gain insights into the effectiveness of the Board, its Committees, and its individual members, with the goal of continually enhancing Board performance. In this regard, the Board recognizes that a critical component of an effective self-evaluation is the ability to obtain fulsome and candid feedback from the directors and take appropriate action in response. The following key components of our Board self-evaluation program are designed to achieve these objectives.

In 2024, in keeping with the Board's ongoing commitment to its refreshment efforts, the Nominating Committee:

As part of this engagement, our advisor conducted an evaluation of the Board and interviewed our CEO and Chairman of the Board and each other Board member to understand Company and Board dynamics and to seek input on various topics, including skills that may be relevant now and in the coming years. This process helped to shape the Company's Board refreshment efforts in 2024 and on an ongoing basis.

Director Qualifications and Experience

As addressed above, as part of the annual self-evaluation and director nomination process, the Board and the Nominating Committee consider a number of factors relevant to Board composition, diversity, and effectiveness.

As part of this process, the Nominating Committee is also required to take into account specific qualifications established for members of the Board, as set forth in our Corporate Governance Guidelines, including the qualifications generally outlined below. The Board may waive one or more of these requirements under certain circumstances (the U.S. citizenship requirement was waived for Ms. Sandor and Mr. Efrat). These qualifications include:

In addition to the above qualifications, the following criteria are also considered by the Nominating Committee when evaluating director candidates in accordance with our policy regarding the nomination of director candidates:

Skills Matrix.In assessing the qualifications of our director nominees, the Nominating Committee considers a matrix that represents certain of the skills, experience, or attributes that the Nominating Committee identified as valuable to the effective oversight of the Company and execution of its business and strategy, as well as the age and tenure of the directors. The following matrix sets forth such skills, experience, or attributes and identifies those director nominees that possess them. This matrix provides a summary only. It does not encompass all of the skills, experience, or attributes of our director nominees and does not suggest that a nominee who is not listed as having a particular skill, experience, or attribute does not possess that particular skill, experience, or attribute or is unable to contribute to the decision-making process in that area.

Director Biographies

The biography of each director is set out below and contains information regarding the individual's tenure as a director, his or her age, business experience for at least the last five years, any other public company directorships held during the last five years, and the experiences, qualifications, attributes, or skills that caused the Nominating Committee and the Board to determine that the person should be nominated to serve as a director. Unless otherwise indicated below, each director nominee has served in his or her current position for at least five years.

Directors Whose Service on the Board Will Conclude at the Annual Meeting

Andrew B. Abramson, Peter J. Baum, and Marc J. Lenner will not be standing for reelection and will cease serving on the Board effective as of the Annual Meeting.

Mr. Abramson joined the Board in 1994 and leaves the Board after 30 years of service to the Company and its shareholders.

Mr. Baum joined the Board in 2012 and leaves the Board after 12 years of service to the Company and its shareholders.

Mr. Lenner joined the Board in 2007 and leaves the Board after 17 years of service to the Company and its shareholders.

We sincerely thank Mr. Abramson, Mr. Baum, and Mr. Lenner for their significant contributions to the Board and our shareholders throughout their respective terms of service on our Board.

The Board recommends a vote "FOR" election of each of the 11 director nominees to

serve until the next annual meeting.

The Board and senior management are committed to maintaining a strong corporate culture that instills and enhances a sense of purpose, participation, and personal accountability on the part of all of Valley's associates. Senior management, including our CEO, holds virtual "town halls" with our associates on a regular and frequent basis.

The Board and senior leaders commit significant time to meeting with our regulators. Frequent interaction helps us leafirsthand from regulators about matters of importance to them and their expectations of us. It also gives the Board and management a forum for keeping our regulators well-informed about Valley's performance and business practices.

2024 Shareholder Proposal.At our 2024 Annual Meeting, a shareholder proposal requesting the adoption of a policy limiting executive severance benefits to 2.99 times salary plus target bonus was presented for a vote but did not pass. The proposal was supported by holders of approximately 36% of the votes cast. We considered the outcome of the proposal and related feedback from our shareholder engagement efforts and determined not to adopt the requested policy. In particular, we considered that over 97% of the votes cast on our 2024 say-on-payproposal were voted in favor of our executive compensation program, which includes our executive severance program. Additionally, in December 2024, we adopted the Valley National Bank Executive Severance Plan which provides for severance benefits to certain key employees, including our named executive officers other than our CEO, in connection with termination of employment in both change in control ("CIC") and non-CICscenarios. The plan does not include any severance multiplier in excess of 2.00.

Shareholder Rights

Valley's Certificate of Incorporation and By-Lawsprovide shareholders with important rights, including:

Board of Directors Matters

Director Independence

The Board has determined that 13 of our 14 current directors (and 10 out of our 11 director nominees) and all current members of the Nominating, Compensation, and Audit Committees are "independent" for purposes of the independence standards of Nasdaq, that all of the members of the Audit Committee are also "independent" for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that all of the members of the Compensation Committee meet heightened independence standards under Nasdaq and SEC rules. Our independent directors currently are: Andrew B. Abramson, Peter J. Baum, Eric P. Edelstein, Eyal Efrat, Marc J. Lenner, Peter V. Maio, Kathleen C. Perrott, Nitzan Sandor, Suresh L. Sani, Lisa Schultz, Jennifer W. Steans, Jeffrey S. Wilks, and Dr. Sidney S. Williams, Jr.

With respect to Mr. Wilks, in determining that he was independent, the Board recognized that his spouse benefits from leasing a branch to the Bank. As set forth in the section "Certain Transactions with Management," the annual lease payments are made to a limited partnership from which Mr. Wilks's spouse benefits. The limited partnership is part of a much larger entity from which Mr. Wilks's spouse also benefits. The lease payments are less than 0.5% of the annual gross revenue of the larger organization. The annual lease payments are $190,000. This payment has remained fixed since Valley acquired the branch in a merger in 2011, and the lease terms do not provide for any annual increases. Based upon these factors, the Nominating Committee and the Board reached the judgment that because the lease transaction is de minimis to Mr. Wilks, Mr. Wilks is independent.

With respect to Ms. Sandor and Mr. Efrat, in determining that each of them is independent, the Board recognized that Ms. Sandor and Mr. Efrat are affiliated with BLITA, which owns approximately 13.0% of Valley's common stock and has entered into certain agreements with Valley as described below.

In connection with our acquisition of Bank Leumi USA in 2022, Valley and BLITA entered into an Investor Rights Agreement, which provides that, (i) for so long as BLITA holds a number of shares of Valley common stock greater than or equal to 12.5% of the shares of Valley common stock issued and outstanding as of immediately following (and giving effect to) the merger, BLITA has the right to designate two directors to each of the Valley Board and the Bank Board (currently Ms. Sandor and Mr. Efrat) and (ii) for so long as BLITA holds a number of shares of Valley common stock greater than or equal to 5% of the shares of Valley common stock issued and outstanding as of immediately following (and giving effect to) the merger, BLITA has the right to designate one director to each of the Valley Board and the Bank Board. BLITA designees must meet the director qualification and eligibility criteria of the Nominating Committee applicable generally to members of the Board and Board nominees and be approved by the Nominating Committee. In addition, for so long as at least one BLITA designee is serving on the Valley Board, one BLITA designee will be entitled to serve on the Nominating Committee, the Risk Committee, and the Executive Committee of the Board.

The Investor Rights Agreement also provides that, from April 1, 2022 until (i) BLITA ceases to own at least 12.5% of Valley's outstanding common stock and (ii) BLITA terminates its obligation to own Valley common stock under the Investor Rights Agreement, BLITA is entitled to designate one individual to be a non-votingobserver on the Board. Subject to certain exceptions, during such period as BLITA is entitled to designate a director to the Board, (i) with respect to certain specified matters, BLITA will vote its shares of Valley common stock in accordance with the recommendation of the Board and (ii) BLITA will be subject to certain standstill restrictions. The Investor Rights Agreement further provides that BLITA will be entitled to certain registration rights and certain preemptive rights with respect to certain issuances of common stock.

Valley and BLITA also entered into a Business Cooperation Agreement whereby the parties agreed to certain understandings regarding business cooperation matters. This agreement is discussed further under the heading "Certain Transactions with Management."

To assist in making determinations of independence, the Board has concluded that the following relationships are immaterial and that a director whose only relationship with the Company falls within these categories is independent:

In determining the independence status of each of our independent directors, the Board considered (i) the banking relationships summarized in the table below, (ii) contributions to charitable organizations on which the director or their spouse served as a director, as noted in the table below, and (iii) the information set forth under "Certain Transactions with Management."

Board Leadership Structure and the Board's Role in Risk Oversight

Independent Oversight Structure & Independent Lead Director

The Board believes that an independent oversight function is the foundation of good corporate governance. Since 2014, when the Board first created the position, we have utilized an independent lead director to assure that the Board continuously has independent leadership. We understand that some companies utilize an independent chairperson and others, an independent lead director or presiding director. We also believe the structure of independent leadership should be examined regularly. To this end, the Board carefully considers on an annual basis the independent leadership structure of the Board and maintains a flexible policy regarding the issue of whether the position of Chairman should be held by an independent director. For 2024, the Board determined to continue to combine the Chairman and CEO positions. Considering the performance of Mr. Robbins since he was appointed CEO, the Board determined that electing him as Chairman was appropriate and that he was best suited to contribute to long-term shareholder value by serving as Chairman.

In order to provide strong independent Board leadership when the position of Chairman and CEO are held by the same person or the Chairman is not independent, the independent members of the Board will elect an independent director to serve as the independent lead director with the substantial leadership responsibilities, duties, and authority summarized below. In 2022, Mr. Eric P. Edelstein was elected as independent lead director of the Board (the "Independent Lead Director") and was most recently reelected to the role in May 2024. As provided in the Corporate Governance Guidelines, the Independent Lead Director, among other things:

In addition to strong independent leadership of the full Board, each of the Audit Committee, Nominating Committee, and Compensation Committee is composed solely of independent directors. Independent directors, therefore, oversee critical, risk-sensitive matters such as the quality and integrity of our financial statements; the compensation of our executive officers, including the CEO; the nomination of directors; and the evaluation of the Board, its Committees, and its members.

Board's Role in Risk Oversight

The Board believes that management of risk is important to the long-term success of the Company's operations and business strategies. The Board has ultimate responsibility for overseeing the Company's risk management and devotes significant attention to the oversight of risks inherent in our business. As part of its responsibility to ensure that the Company's enterprise risk management program is implemented and operating effectively, the Board has approved an Enterprise Risk Management Policy and Program ("ERM Program"). The ERM Program establishes governance and risk management requirements intended to align with the Company's strategic plan and that the Board has determined are appropriate for the Company's capital, business activities, size, and risk appetite. The Board also, on an annual basis, approves the Risk Appetite Statement, which defines the level of exposure the Company is willing to assume in executing our strategic objectives.

The Board oversees, among other things, management's performance relative to the ERM Program and adherence to the Risk Appetite Statement and other risk-related metrics of the Company. While management, through the Executive Risk Committee, is responsible for defining the various risks facing our Company, risk management policies and procedures, and managing risk exposures on a day-today-basis,the Board's responsibility is to oversee the Company's risk management process by informing itself about material risks affecting the Company, evaluating whether management has reasonable risk management and control processes in place to address those material risks, holding senior management accountable for maintaining an effective ERM Program, providing credible challenge to management, and providing an effective reporting system to the Board. The Board performs this risk oversight function primarily through the following Committees:

The Audit Committee, Compensation Committee, Nominating Committee, and Risk Committee each have full access to management as well as the ability to engage advisors. Our Chief Risk Officer also provides regular reports to the Risk Committee. Each Committee reports to the full Board and works with all members of the Board to fulfill its risk oversight objectives. When appropriate, senior members of management are invited to attend Board meetings and are available to address questions or concerns raised by the Board on risk management and other matters.

Executive Sessions of Independent and Non-ManagementDirectors

Valley's Corporate Governance Guidelines require the Board to hold separate executive sessions for both independent and non-managementdirectors. The Board holds an executive session at least twice a year with only independent directors and, when applicable, holds an executive session with non-managementdirectors at least twice per year. In each instance, the Independent Lead Director is the presiding director for the session.

Shareholders' and Interested Parties' Communications with Directors

The Board has established the following procedures for shareholder or interested party communications with the Board or with the Independent Lead Director:

Nomination of Directors

Nominations of directors for election may be made at an annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors by the Board, or, as described in more detail below, by a shareholder of the Company who meets the eligibility and notice requirements set forth in our By-Laws.

Shareholder Nominations Not for Inclusion in our Proxy Statement.Under our By-Laws,to be eligible to submit a director nomination not for inclusion in our proxy materials but instead to be presented directly at the Annual Meeting, the shareholder must be a shareholder of record on both (i) the date the shareholder submits the notice of the director nomination to the Company and (ii) the record date for the Annual Meeting. The notice must be in proper written form and be timely received by the Company. To be in proper written form, the notice must meet all the requirements specified in Article I, Section 3 of our By-Laws,including specified information regarding the shareholder making the nomination and the proposed nominee. To be timely for our 2026 Annual Meeting, the notice must be received by our Corporate Secretary at our Morristown, New Jersey office, located at 70 Speedwell Avenue, Morristown, New Jersey 07960, no later than January 20, 2026 nor earlier than December 21, 2025. If the 2026 Annual Meeting is called for a date that is not within 30 days before or after the anniversary date of this year's Annual Meeting date, notice will be timely if it is received by the Corporate Secretary no later than the close of business on the 10th day following the date on which public announcement of the date of the 2026 Annual Meeting is first made by the Company.

Further, to comply with the universal proxy rules of the SEC, in addition to satisfying the foregoing advance notice requirements under our By-Laws,shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19under the Exchange Act postmarked or transmitted electronically no later than March 23, 2026. If the 2026 Annual Meeting is called for a date more than 30 days before or after the anniversary of this year's Annual Meeting date, then the deadline to postmark or electronically submit such notice will be the later of 60 calendar days before the date of the 2026 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2026 Annual Meeting is first made by the Company (or if such day is a Saturday, Sunday or holiday, the next succeeding business day).

Shareholder Nominations for Inclusion in our Proxy Statement.Our By-Lawsprovide that if certain requirements are met, an eligible shareholder or group of eligible shareholders may include their director nominees in the Company's Annual Meeting proxy materials. This is commonly referred to as proxy access. The proxy access provisions of our By-Lawsprovide, among other things, that a shareholder or group of up to 20 shareholders seeking to include director nominees in our proxy materials must own 3% or more of our outstanding common stock continuously for at least three years. The number of proxy access nominees appearing in any annual meeting proxy statement cannot exceed the greater of two or 20% of the number of directors then serving on the Board. If 20% is not a whole number, the maximum number of proxy access nominees would be the closest whole number below 20%. A nominee who is included in our proxy materials but withdraws from or becomes ineligible or unavailable for election at the

annual meeting or does not receive at least 25% of the votes cast for his or her election, will not be eligible for nomination by a shareholder for the next two Annual Meetings. The nominating shareholder or group of shareholders also must deliver the information required by our By-Laws,and each nominee must meet the qualifications required by our By-Laws.

Requests to include director nominees in our proxy materials for our 2026 Annual Meeting must be received by our Corporate Secretary at our Morristown, New Jersey office, located at 70 Speedwell Avenue, Morristown, New Jersey 07960, no earlier than November 5, 2025 and no later than December 5, 2025. If the 2026 Annual Meeting is called for a date that is not within 30 days before or after the anniversary date of this year's Annual Meeting date, notice will be timely if it is received by the Corporate Secretary no later than the close of business on the 10th day following the date on which public announcement of the date of the 2026 Annual Meeting is first made by the Company.

Shareholder Recommendations for Director Candidates.The Nominating Committee has adopted a policy regarding director candidates recommended by shareholders. The Nominating Committee will consider nominations recommended by shareholders. In order for a shareholder to recommend a nomination, the shareholder must provide the recommendation along with the additional information and supporting materials to our Corporate Secretary no earlier than 180 days and no later than 150 days prior to the anniversary of the date of the preceding year's mailing of the Proxy Statement for the Annual Meeting. The shareholder wishing to propose a candidate for consideration by the Nominating Committee must own at least 1% of Valley's outstanding common stock. In addition, the Nominating Committee has the right to require any additional background or other information from any director candidate or the recommending shareholder as it may deem appropriate. For Valley's 2026 Annual Meeting, we must receive this notice on or after October 6, 2025, and on or before November 5, 2025. The Nominating Committee will evaluate shareholder-recommended director candidates using the same criteria and standards as described above.

Board Meetings and Attendance

The Board held 10 meetings in 2024. Each director attended at least 75% of the meetings of the Board and of each Committee on which he or she served during 2024 (or, as applicable, the portion of 2024 during which he or she served).

Annual Meeting Attendance

It is our policy that all directors attend the Annual Meeting absent a compelling reason, such as family or medical emergencies. 100% of our directors attended the 2024 Annual Meeting of Shareholders and were available to answer questions.

Committees of the Board of Directors

The Board conducts its business through meetings of the Board and the following committees: the Audit Committee, the Nominating Committee, and the Compensation Committee. In addition to these Committees, the Company also maintains the following committees to oversee areas of Valley's operations - a Risk Committee, a Cyber and Technology Risk Subcommittee, and an Executive Committee.

Committee Composition and Meetings

The table below presents 2024 membership information for each of our Audit, Nominating, Compensation, and Risk Committees and the number of meetings held by each committee during 2024.

The Audit Committee, Nominating Committee, Compensation Committee, and Risk Committee each operate pursuant to a separate written charter adopted by the Board. Each Committee reviews its charter at least annually. The charters of the Audit Committee, Nominating Committee, and Compensation Committee, which describe the responsibilities of each such Committee, can be viewed at our website at www.valley.com/charters.

Effective as of the 2024 Annual Meeting, the following changes were made in Committee composition: Mr. Abramson became a member of the Compensation Committee and ceased membership on the Nominating Committee; Mr. Baum became a member of the Nominating Committee and ceased membership on the Risk Committee; Mr. Sani replaced Mr. Lenner as Chair of the Nominating Committee; and Ms. Steans replaced Mr. Sani as Chair of the Compensation Committee.

Audit Committee

The Board has determined that each member of the Audit Committee is financially literate and that more than one member of the Audit Committee has the accounting or related financial management expertise required by Nasdaq. The Board has also determined that each of Mr. Edelstein, Ms. Perrott and Ms. Steans meets the SEC criteria of an "Audit Committee Financial Expert." The Committee charter gives the Audit Committee the authority and responsibility for the appointment, retention, compensation and oversight of our independent registered public accounting firm, including pre-approvalof all audit and non-auditservices to be performed by our independent registered public accounting firm. Other responsibilities of the Audit Committee pursuant to the charter include:

Nominating Committee

The Nominating Committee reviews the qualifications of and recommends to the Board candidates for election as directors of Valley, considers the composition of the Board, and recommends committee assignments. The Nominating Committee also reviews and, as appropriate, approves all related party transactions in accordance with our related party transactions policy. The Nominating Committee is responsible for approving and recommending to the Board our Corporate Governance Guidelines which include:

The Nominating Committee reviews recommendations from shareholders regarding corporate governance and director candidates and also oversees our ESG Council and sustainability programs.

Compensation Committee

The Compensation Committee determines CEO compensation, recommends to the Board compensation levels for directors, and sets compensation for NEOs and other executive officers. It also administers the 2023 Incentive Compensation Plan (the "2023 ICP") and makes awards pursuant to that plan.

In February 2025, in undertaking its responsibilities, the Compensation Committee received from the CEO recommendations (except those that relate to his own compensation) for salary, cash bonus, and equity awards for the NEOs and other executive officers. After considering the possible payments and discussing the recommendations with the CEO, and reviewing data provided by its compensation consultant, in February 2025, the Compensation Committee approved the compensation of executive officers, other than the CEO. The Compensation Committee met in executive session with its compensation consultant and legal advisors without the CEO to decide on all elements of the CEO's compensation, including salary, cash bonus, and equity awards.

Compensation Consultants

In 2023, the Compensation Committee engaged Fredric W. Cook & Co., Inc. ("FW Cook") as its compensation consultant for 2024. FW Cook was engaged to review compensation and performance data of a peer group of comparable financial organizations that had been selected by the Compensation Committee upon the recommendation of FW Cook and in relation to this data, provide an overview and comments on Valley's executive compensation as well as director compensation. Also, FW Cook was requested to provide information relating to market trends in executive compensation matters. FW Cook has reviewed and provided comments on the compensation disclosures contained in this Proxy Statement.

greater shareholder (including BLITA), or any immediate family member of the foregoing (collectively, "insiders") has a material interest. To identify potential related party transactions, our directors and executive officers are required to notify the Company of any potential related party transaction and are required to complete a D&O questionnaire annually which requests information regarding all potential related party transactions known to them.

The Nominating Committee reviews the facts and circumstances of all proposed related party transactions that require approval under the policy and will either approve or disapprove entry into the transaction. If a related party transaction is of an ongoing nature, the Nominating Committee will review it annually to confirm that it remains in compliance with the policy. In determining whether to approve a related party transaction, the Nominating Committee will take into account, among other factors, whether the transaction is in the best interest of Valley, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, and the extent of the insider's interest in the transaction. No director shall participate in any discussion or approval of a related party transaction in which he or she has an interest. The Audit Committee oversees compliance with the related party transactions policy and is made aware of all approvals under the policy.

We expect our insiders to use the services of the Bank. Loans to insiders by the Bank are governed by Regulation O and are not subject to the approval requirements of the related party transactions policy. Regulation O requires, among other items, that such loans be approved by the board of directors of the Bank and be made on the same or substantially similar terms and conditions, including interest rates and collateral, as those prevailing at the time for comparable loans to third parties. Under the policy, loan, deposit, trust, asset management, wealth management, insurance brokerage, investment advisory or other services or transactions offered by Valley are deemed preapproved under the related party transactions policy as long as the transaction or services are on substantially similar terms to those prevailing at the time for other customers of similar character.

The Bank has made loans to its directors and executive officers and their associates and, assuming continued compliance with generally applicable credit standards, it expects to continue to make such loans. All of these loans: (i) were made in the ordinary course of business, (ii) were made on the same terms, including interest rates and collateral, as those available to other persons not related to Valley, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features.

The following transactions and payments were approved under our related party transactions policy.

Credit and Lending

We manage a robust commercial and consumer lending portfolio, and we strive to understand the challenges our clients and communities face as they navigate climate-related risks and set their own goals towards a lighter carbon footprint. By improving the identification of the associated underlying data and leveraging our credit underwriting technology platform, we deploy our lending activities to support these efforts.

We have proactively implemented lending assistance and support for our existing clients negatively impacted by recent climate-related events, including hurricanes and wildfires. We are proud of our current financing that results in a positive environmental impact. Since 2021, our indirect automobile and floor plan financing programs have provided discounted financing for hybrid and electric consumer vehicles. In 2024, Valley funded auto loans for approximately 1,563 electric and/or hybrid vehicles, up from 1,015 units financed in 2023 and 1,178 in 2022. We also provide commercial loans supporting renewable energy businesses and projects.

We continue to identify clients who may need our lending support for their own carbon transition needs for regulatory compliance or other reasons through our Level III credit concentration threshold. This threshold identifies our lending activities to environmentally sensitive industries and provides guardrails for loans in that segment measured to a specified percentage of our capital.

Our lending programs are built on a strong credit culture. We continuously review our credit practices to assess the impacts of climate change and related events. We ensure that changes in our credit policies to manage climate-related risks do not adversely affect vulnerable communities or specific industries. All climate mitigation lending approvals and loan structures adhere to our existing Credit Policy and Risk Acceptance Criteria to maintain a moderate credit risk profile.

The social and economic impact of climate-related events is a significant and pressing global issue, and we are committed to understanding how it may influence the overt and tangential risks we identify and proactively manage. Notable portions of our primary markets are located near coastal waters, and we are mindful of the potential negative impact to our operations and client base from possible future climate-related events. As such, we have updated our commercial underwriting platform to assess the potential for climate-related risks and remain informed about new opportunities and developments. This involved leveraging our professional contacts and constituents, including non-profits, business entities, and government sources.

Climate-Related Financial Risk

On an annual basis, we conduct capital stress testing using economic scenarios developed by the Federal Reserve Board to stress various types of balance sheet risks. Since extreme weather events, such as hurricanes, floods, earthquakes, and wildfires, are agnostic to economic circumstances, we incorporate operational risk scenarios focused on severe weather events as a component of our stress testing. This type of analysis strengthens our strategic conversations by enabling us to frame and assess the potential range of possible business outcomes and weigh management options for consideration. The use of scenario analysis - in which the resilience of financial institutions is assessed under different hypothetical climate scenarios to better understand climate-related risks and impacts - is an emerging tool. Through the efforts of Valley's ESG Council and sub-councils, we are working to enhance data capture processes to aid in the assessment of risks specific to our organization. We will continue to implement programs to better understand climate-related risks and how they impact our funding and capital management practices.

Our 2024 capital stress test incorporated two idiosyncratic elements: (i) a cybersecurity exercise; and (ii) a weather-related scenario centered around catastrophic climate-related events in New York, New Jersey, Florida, Alabama, and California. Given the frequency of cybersecurity breaches occurring across industries, the need for an organization to understand and quantify its risks is critical. Valley's hypothetical weather-related scenarios evaluated the simultaneous occurrence of multiple natural disasters, including hurricanes impacting our east coast footprint, as well as an earthquake and wildfire on the west coast. The results of these internal stress tests are considered in combination with other risk management and monitoring practices at Valley to maintain an overall risk management program.

As we continue to execute our sustainability strategy, management expects to capture meaningful data from our climate-related experiences. This data will allow us to better inform our strategic planning efforts, enhance the inputs to our stress testing models, and improve various other processes across the organization. We also seek opportunities to understand the practices of our peers to better understand the changing industry landscape.

Associate Engagement and Culture Management

We consider our associates to be our most valuable asset, and we recognize that their unique perspectives and experiences are key to our success. Fostering an inclusive culture where authenticity, collaboration, and innovation thrive enables us to fully leverage the rich tapestry of our associates' backgrounds to deliver exceptional service to our customers and the communities we serve.

In 2024, we transitioned Valley Associate Resource Groups to Business Resource Groups ("BRGs") to better reflect the positive impact and connection our associates have made with our customers and communities. Our BRGs are open to all associates and embody the strength and spirit of Valley by creating an environment where a wide range of experiences and perspectives are encouraged and valued, benefiting both our associates and customers.

We have further developed our capacity to introduce new ideas, ask insightful questions, innovate our practices and products, and deepen our connections with our communities. One such initiative was our Juneteenth Reception for the Morristown, New Jersey community, where our headquarters are located. This event highlighted local leaders and customers, reaffirming our commitment to having a positive impact on our communities.

Our associates, customers, and community members also gathered this year to attend our Inaugural Valley Women's Symposium, sponsored by the WISE BRG and Women in Business program. This half-dayevent featured inspiring sessions with women from Valley's executive leadership and our celebrated remarkable women who are trailblazers both in the financial and public services arenas.

We continue to provide our associates with strong professional development and personal growth programming, which includes the opportunity to read weekly micro-lessons, attend live sessions, and participate in individual courses that are available to every associate. For example, our Access to Capital: Financial Empowerment Roundtable Series featured internal sessions of our Journey to Home Ownership program that were tailored to our associates' development. Our Widening the Lens, Sharing Our Perspectives series brings our associates together to celebrate and discuss our various backgrounds, experiences, and viewpoints.

We conducted our third cohort of our BRG Mentorship Program, which provided 50 associates with opportunities to connect and leafrom leaders across Valley over a six-monthperiod.

We consistently nurture our vibrant and rewarding culture by adhering to our guiding principle - we all belong at Valley.

Social Responsibility

Community Reinvestment Act Activities

The CRA requires banks to meet the credit needs of their entire communities, including low-andmoderate-income (LMI) neighborhoods. Valley has proudly received two consecutive "Outstanding" CRA ratings, the highest rating for a bank. This achievement highlights our dedication to addressing the credit needs of our communities through thoughtful strategies, comprehensive offering of products and services, and a deep understanding of our local demographics and economic conditions.

Community Development

Community development is central to our mission of promoting a culture of service and empowerment.

The following were the highlights of our community engagement activities in 2024:

Community Investments.In 2024, Valley's community development investment portfolio exceeded $450 million, advancing our goals in affordable housing, economic development, revitalization/stabilization, and community services. Notable investments included:

Philanthropy.Valley is committed to responding to community needs, building relationships and championing initiatives that cultivate strong, local leadership. In 2024, we provided over $5.5 million in grants and donations to community partners, and our associates volunteered more than 16,000 hours. For example, the Jewish Vocational Service ("JVS") of Metrowest helps provide counseling for families in crisis, support services for seniors and people with special needs and career counseling, and job placement assistance for the unemployed. Valley associates volunteered approximately 350 hours with JVS in 2024. To inspire our associates to volunteer and contribute to our communities, we offer full-time associates with up to 16 hours of paid time off for their volunteer activities. Additionally, Valley has a Workplace Giving program, allowing associates to donate to their charities of choice, with Valley matching their contributions to amplify the impact.

As a separate requirement, bank regulations require that each Board member own in such director's own name (or jointly with the director's spouse) shares of common stock worth $1,000, none of which may be pledged or hypothecated.

Directors Retirement Plan

We maintain a retirement plan for non-employeedirectors which was frozen to new participants and for additional benefit accruals in 2013. The plan provides 10 years of annual benefits to participating directors with five or more years of service. The benefits commence after a director has retired from the Board and reached age 65. The annual benefit is equal to the director's years of service through December 31, 2013, multiplied by 5%, multiplied by the final annual retainer paid to directors as of December 31, 2013 ($40,000). In the event of the death of the director prior to receipt of all benefits, the payments continue to the director's beneficiary or estate. As a result of amendments to the plan adopted in 2013, participants no longer accrue further benefits and directors first elected after 2013 do not participate.

2024 Director Compensation

The total 2024 compensation of our non-employeedirectors who served on the Board at any time during 2024 is shown in the table below. Each of these compensation components is described in detail below.