Valley National Bancorp · NASDAQ:VLY
Valley National Bancorp — IPO Roadshow (May 2026)
41 slides from Valley National Bancorp's IPO roadshow presentation, May 11, 2026
Slide 1: Valley National Bancorp Fixed Income Investor Presentation May 2026
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Dated May 11, 2026 Registration No. 333-278527 Valley National Bancorp Fixed Income Investor Presentation May 2026
Slide 2: Legal Disclaimers
Legal Disclaimers The foregoing 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 busine
Slide 3: Offering Overview
Offering Overview Issuer Valley National Bancorp (NASDAQ: VLY) Security Offered Fixed-to-Floating Rate Subordinated Notes Due 2036 Offering Size $300 million (1) Expected Security Ratings : Baa3 by Moody’s Ratings / BBB by Kroll Bond Rating Agency / BBB (high) by Morningstar DBRS Format SEC Register
Slide 4: Experienced Executive Leadership
Experienced Executive Leadership Ira Robbins Gino Martocci Chairman & Chief Executive Officer SEVP & Commercial Banking President Years at Valley: 30 / Years in Banking: 30 Years at Valley: 1 / Years in Banking: 35 Mr. Robbins has been CEO of Valley since 2018 and Chairman since Mr. Martocci has bee
Slide 5: Table of Contents
Table of Contents: 1) Valley National Bancorp Overview 2) Financial Overview 3) Loan Portfolio & Asset Quality 4) Funding & Liquidity Management 5) Appendix 5 Valley National Bancorp Fixed Income Presentation | Private and confidential.
Slide 6: Valley National Bancorp Overview
Valley National Bancorp Overview 6 Valley National Bancorp Fixed Income Presentation | Private and confidential.
Slide 7: Overview of Valley National Bancorp (VLY)
Overview of Valley National Bancorp (VLY) Other Markets – City Presence 2026 Q1 Financial Overview $64bn $51bn $53bn Scale Assets Gross Loans Deposits Chicago Palo Alto 11.9% 3.17% 1.05% Profitability 1 1 2 3 Adj. ROAA Adj. ROATCE NIM FTE Los Angeles Phoenix 0.14% 0.68% 1.18% Asset Quality 4 NCOs /
Slide 8: Significant Scale in Attractive Markets
Significant Scale in Attractive Markets Retail Network Other Markets New Jersey & Metro NYC Florida Alabama Loans Deposits Top 5 Regional IL $844mm $1.4bn #6 Regional Bank Bank Market #1 Regional Market Share Share Across Bank Market Across Entire State Montgomery Share Across and #1 Across and Alex
Slide 9: Strategic Repositioning Has Resulted in a Stronger Institution
Strategic Repositioning Has Resulted in a Stronger Institution Why Valley is Stronger Today (post 2023 Transformation) Generated meaningful organic regulatory capital from improved profitability and balance sheet initiatives which include: i) Credit risk transfer on indirect auto loans ii) Raised $1
Slide 10: Key Investor Highlights
Key Investor Highlights Proven business model with a ~100 year track record of success, never having a losing quarter Experienced and proven management team with deep financial services expertise Diverse, commercially-focused franchise with significant scale in high-quality markets High quality bala
Slide 11: Financial Overview
Financial Overview 11 Valley National Bancorp Fixed Income Presentation | Private and confidential.
Slide 12: 1Q 2026 Financial Highlights
1Q 2026 Financial Highlights 1 GAAP Reported Non-GAAP Adjusted 1Q26 1Q26 Net Income ($mm) $163.9 $168.9 Return on Average Assets 1.05% 1.02% Annualized 2 11.9% Annualized ROATCE 11.6% 53.1% Efficiency Ratio (Non-GAAP) -- $0.29 Diluted Earnings Per Share $0.28 3 $253.4 Pre-Provision Net Revenue ($mm)
Slide 13: Strong Balance Sheet Metrics
Strong Balance Sheet Metrics 1 CRE / TRBC ACL / Loans 474% 1.19% 1.18% 1.17% 362% 333% 329% 0.93% 12/31/23 12/31/24 12/31/25 3/31/26 12/31/23 12/31/24 12/31/25 3/31/26 Loans / Deposits Wholesale Funding / Total Funding 102.0% 19.5% 18.7% 97.5% 15.3% 14.3% 96.2% 96.1% 12/31/23 12/31/24 12/31/25 3/31/
Slide 14: Robust Capital Levels
Robust Capital Levels 1 Tangible Common Equity / Tangible Assets Common Equity Tier 1 Ratio 8.82% 8.82% 10.99% 10.91% 10.82% 8.40% 9.29% 7.58% 12/31/23 12/31/24 12/31/25 3/31/26 12/31/23 12/31/24 12/31/25 3/31/26 Leverage Ratio Total Risk-Based Capital Ratio 13.87% 13.77% 13.66% 11.76% 9.63% 9.56% 9
Slide 15: Strategic Execution Has Driven Better Performance
Strategic Execution Has Driven Better Performance 1 1 Adj. Return on Avg. Assets (%) Adj. Return on Avg. Tangible Common Equity (%) 12.9% 11.9% 10.9% 1.05% 0.91% 0.94% 7.4% 0.55% FY 2023 FY 2024 FY 2025 1Q26 FY 2023 FY 2024 FY 2025 1Q26 2 1 Net Interest Margin (FTE, %) Efficiency Ratio (%) 58.0% 56.
Slide 16: Net Interest Income and Margin
Net Interest Income and Margin Net Interest Income ($mm) and Margin Net Interest Income Commentary • Net interest income increased 12% and NIM expanded 3.17% 3.17% 21bps from 1Q25. • Benefit from lower funding costs and higher loan yields $473 3.05% driven by repricing and maturing loan balances. 3.
Slide 17: Interest Rate Risk Positioning
Interest Rate Risk Positioning NIM, Yield on Loans, and Cost of Deposits VLY Interest Rate Sensitivity • Effectively neutral to the front-end of the yield curve as our loans tied to Fed Funds, SOFR, and Prime generally balance 6.28% 6.17% 6.14% our beta-adjusted interest-bearing non-maturity deposit
Slide 18: Non-Interest Income
Non-Interest Income 1 Non-Interest Income ($mm) 1Q26 Non-Interest Income ($mm) Reported Adjusted BOLI Deposit Service Charges $275 $6 $18 9% 26% $262 Loan Servicing $3 5% Capital Markets $69mm 2 $10 $225 $226 15% All Other $12 $275 18% $262 Wealth, Trust & Insurance $227 $219 $19 27% FY 2023 FY 2024
Slide 19: Non-Interest Expense
Non-Interest Expense 1 Efficiency Ratio 1Q26 Non-Interest Expense ($mm) 58.0% Net Occupancy $27 9% Technology, furniture and Equipment 56.6% $32 10% FDIC Insurance Assessment Salary and Employee $10 Benefits 4% $310mm $156 54.4% Amortization of Other 50% Intangible Assets $7 2% 53.1% Professional an
Slide 20: Loan Portfolio & Asset Quality
Loan Portfolio & Asset Quality 20 Valley National Bancorp Fixed Income Presentation | Private and confidential.
Slide 21: Loan Portfolio Detail
Loan Portfolio Detail 1, 2 1 Gross Loans ($bn) 3/31/26 Loan Composition $50.8 $50.2 $50.1 $48.8 Non Owner-Occupied CRE 23% $11.5 $11.6 Owner-Occupied CRE $15.1 $12.3 14% CRE Multifamily $8.6 39% C&I $8.6 17% $8.3 36% $8.9 $2.5 $2.5 $3.1 Other $5.9 $5.8 $3.7 25% C&I $5.6 22% $4.1 $5.6 $4.1 Constructi
Slide 22: Diverse C&I Portfolio
Diverse C&I Portfolio C&I Loans ($bn) 3/31/26 C&I Industry Diversity Real Estate Related 13% Other Working Capital Wholesale Trade 20% ~9% C&I CAGR since 2023 9% 11.1 Consumer 11.0 Services 8% $11.1bn Non-Profit & Condos Finance & Insurance 7% 19% 9.9 Equipment Leasing Professional Services 9.2 6% 3
Slide 23: CRE Detail as of 3/31/26
CRE Detail as of 3/31/26 Portfolio by Property Type Portfolio by Geography Mixed Use Florida Retail 9% 29% 15% New York (ex. Office Manhattan and Other 9% NYC boroughs) 7% Healthcare New Jersey Office Manhattan 19% 2% (Other) $27.0bn $27.0bn Apartment & 3% Residential Manhattan 30% Industrial (Multi
Slide 24: Multifamily Portfolio Detail
1 Multifamily Portfolio Detail Multifamily Portfolio by Sub-Asset Class ($bn) Non Co-Op Multifamily by Geography ($bn) Florida & Alabama New Jersey 19% 19% Manhattan 9% Non Co-Op $6.2bn Co-Op $6.2 $8.1bn $1.8 Other 24% New York (ex. Manhattan) 29% New York City by % Rent Regulated Units 1% - 20% of
Slide 25: Granular & Diverse Office Portfolio
Granular & Diverse Office Portfolio Office Portfolio by Tenancy Office Portfolio by Geography ($bn) Multi Tenant Multi Tenant w/ Florida & Alabama $1.7 Anchor $1.1 57% Manhattan $0.1 36% $0.2 3% 7% Healthcare Office $3.0bn $3.0bn $0.4 13% New York (ex. Manhattan) $0.5 17% Single Tenant $0.8 New Jers
Slide 26: Commercial Real Estate by Contractual Maturity
Commercial Real Estate by Contractual Maturity ($mm) 6,573 Outcome for Maturing CRE Loans in $mm 1Q26 Retained 1,218 Paid Off & Left 313 1 Modified & Other 16 3,354 3,318 Total $1,547 3,122 2,447 2,101 1,457 961 879 824 747 572 535 2Q26 3Q26 4Q26 1Q27 2Q27 3Q27 4Q27 2028 2029 2030 2031 2032 2033 + W
Slide 27: NDFI Overview
NDFI Overview Loans to Other Loans to Mortgage Credit NDFI's 3% Intermediaries • NDFI loans comprise 2.6% of Valley loans versus 5.8% for 14% 1 peers. • Loans to Private Equity Funds includes $560mm of capital call lines which has been the only meaningful source of Loans to Private Equity Funds $1.3
Slide 28: Asset Quality & Reserve Trends
Asset Quality & Reserve Trends Non-Accrual Loans / Total Loans Accruing Past Due Loans / Total Loans 30-59 PD 60-89 PD 90+ PD 1.03 0.40% 0.87% 0.85% % 0.74% 0.28% 0.26% 0.58% 0.17% 0.20% 0.99 % 12/31/23 12/31/24 12/31/25 3/31/26 3/31/25 6/30/25 9/30/25 12/31/25 3/31/26 Loan Loss Provision & Net Char
Slide 29: Historical Net Charge-Offs / Avg. Loans
Historical Net Charge-Offs / Avg. Loans 1.88% 1.65% 1.02% 0.81% 0.40% 0.40% 0.38% 0.31% 0.29% 0.18% 0.28% 0.21% 0.24% 0.21% 0.16% 0.21% 0.18% 0.13% 0.12% 0.07% 0.12% 0.14% 0.19% 0.12% 0.06% 0.11% 0.06% 0.05% 0.11% 0.23% 0.05% 0.24% 0.20% 0.14% 0.03% 0.02% 0.13% 0.14% 0.01% 0.11% 0.00% 0.12% 2006 200
Slide 30: Funding & Liquidity Management
Funding & Liquidity Management 30 Valley National Bancorp Fixed Income Presentation | Private and confidential.
Slide 31: Diversified Deposit Base
Diversified Deposit Base Total Deposit Breakdown ($bn) Specialized Deposits by Business Line ($bn) International Corporate Nat'l Deposits, $1.3 Cannabis & Online $4.1 Specialized Deposits Technology $12.7 Traditional $2.4 24% $12.7bn Deposits $52.9bn $35.1 66% Healthcare & Other $1.8 Private Banking
Slide 32: Continued Direct Deposit Growth
Continued Direct Deposit Growth Deposits by Product ($bn) Avg. Fed Funds vs. Deposit Costs (%) $52.9 $52.2 $50.1 $49.2 4.50% 4.50% 4.46% 11.4 11.4 22% 22% 12.3 4.02% 25% 13.2 27% 3.75% 12.3 12.2 23% 23% 2.69% 2.67% 2.65% 11.4 23% 23% 11.5 2.45% 2.27% 29.2 28.6 55% 55% 53% 26.3 50% 24.5 1Q25 2Q25 3Q2
Slide 33: Securities Portfolio Detail
Securities Portfolio Detail ($mm) HTM AFS Equity & Trading Yield Securities as % of Total Assets 4.09% 4.07% 4.02% 3.98% 3.95% 3.84% 3.77% 3.55% 3.43% $7,861 $7,781 $7,736 $7,505 $84 $7,278 $83 $78 $6,973 $77 $74 $72 $6,253 $5,936 $77 $73 $5,231 $4,157 $4,117 $4,202 $71 $3,896 $3,659 $3,370 $2,602 $
Slide 34: Sources of Liquidity and Overview of the Investment Portfolio
Sources of Liquidity and Overview of the Investment Portfolio Liquidity Position & Sources (as of 3/31/26) HTM Securities Portfolio (as of 3/31/26) FHLB Borrowing Municipal Capacity 8% 24% Cash & Equivalents 5% Obligations of States & Political Uncommitted Fed 2% Funds Lines U.S. Gov. Resi MBS $3.6b
Slide 35: Appendix
Appendix 35 Valley National Bancorp Fixed Income Presentation | Private and confidential.
Slide 36: Current Ratings Profile
Current Ratings Profile Moody’s S&P KBRA Morningstar DBRS Valley National Bancorp Long-Term Issuer Rating Baa3 BBB- BBB+ A (low) Outlook Stable Positive Stable Stable Rating disclaimer: A rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal
Slide 37: Historical Interest Coverage & Double Leverage
Historical Interest Coverage & Double Leverage Fiscal Year Ended, Three Months Ended, ($in millions) 2022 2023 2024 2025 3/31/2026 Double Leverage Bank-Level Equity $7,152 $7,282 $7,884 $8,185 $8,232 Consolidated Equity 6,401 6,701 7,435 7,808 7,828 Double Leverage Ratio 112% 109% 106% 105% 105% Int
Slide 38: Non-GAAP Reconciliations to GAAP Financial Measures
Non-GAAP Reconciliations to GAAP Financial Measures Three Months Ended Years Ended March 31, December 31, March 31, December 31, December 31, December 31, ($ in thousands, except for share data) 2026 2025 2025 2025 2024 2023 Adjusted net income available to common shareholders (Non-GAAP): Net income
Slide 39: Non-GAAP Reconciliations to GAAP Financial Measures
Non-GAAP Reconciliations to GAAP Financial Measures Three Months Ended Years Ended March 31, December 31, March 31, December 31, December 31, December 31, ($ in thousands) 2026 2025 2025 2025 2024 2023 Adjusted annualized return on average assets (Non-GAAP): Net income, as adjusted (Non-GAAP) $168,8
Slide 40: Non-GAAP Reconciliations to GAAP Financial Measures
Non-GAAP Reconciliations to GAAP Financial Measures Three Months Ended Years Ended March 31, December 31, March 31, December 31, December 31, December 31, ($ in thousands) 2026 2025 2025 2025 2024 2023 Annualized pre-provision net revenue / average assets, as adjusted Pre-provision net revenue (GAAP
Slide 41: For More Information
For More Information § Go to our website: www.valley.com § Email requests to: ajianette@valley.com § Call Andrew Jianette in Investor Relations at: (551) 288-3182 § Go to our website above or www.sec.gov to obtain free copies of documents filed by Valley with the SEC © 2026 Valley Bank. All rights r