VLY 8-K
Valley National Bancorp (VLY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 3.02 | Unregistered Sale of Equity Securities. |
On September 27, 2026, Valley National Bancorp, a New Jersey corporation (“Valley”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bluevine Inc., a Delaware corporation (“Bluevine”), and certain other parties thereto, pursuant to which, upon the terms and subject to the conditions set forth therein, Valley will acquire Bluevine (the “Transaction”). The completion of the Transaction is subject to the satisfaction of customary closing conditions.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Valley will acquire the outstanding equity of Bluevine for $340,000,000 in aggregate consideration, subject to certain adjustments described in the Merger Agreement, consisting of approximately $255 million in cash and approximately 6.3 million shares of common stock, no par value, of Valley (“Valley Common Stock”).
The shares of Valley Common Stock to be issued under the Merger Agreement are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided in Section 4(a)(2) of the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
On September 28, 2026, Valley and Bluevine issued a joint press release announcing the execution of the Merger Agreement and the Transaction, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with the announcement of the Merger Agreement, Valley also issued an investor presentation containing information regarding the Transaction, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2 and which is incorporated herein by reference.
The information provided in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise expressly stated in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release of Valley National Bancorp and Bluevine Inc., dated September 28, 2026. | |
| 99.2 | Investor Presentation of Valley National Bancorp, dated September 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
FORWARD-LOOKING STATEMENTS
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 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. A detailed discussion of factors that could affect our results is included in our SEC filings, including Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. We undertake no
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duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 28, 2026 | VALLEY NATIONAL BANCORP | |||||
| By: | /s/ Travis Lan | |||||
| Travis Lan | ||||||
| Senior Executive Vice President and Chief Financial Officer | ||||||
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Exhibit 99.1
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VALLEY NATIONAL BANCORP TO ACQUIRE BLUEVINE INC., ACCELERATING ITS DIGITAL SMALL BUSINESS GROWTH STRATEGY AND MEANINGFULLY ENHANCING ITS CORE FUNDING CAPABILITIES
NEW YORK, N.Y. and JERSEY CITY, N.J., Sept. 28, 2026 (GLOBE NEWSWIRE) – Valley National Bancorp (“Valley”) (NASDAQ: VLY) and Bluevine Inc. (“Bluevine”) announced today that they have entered into a definitive agreement whereby Valley will acquire Bluevine, a leading nationwide digital banking platform for small businesses.
The acquisition directly aligns with Valley’s stated strategic priorities of enhancing its funding base, expanding its small business franchise, and accelerating its digital and artificial intelligence (“AI”) strategy. Bluevine will bring Valley a scaled, high-growth digital small business platform; $2.1 billion of low-cost, digitally-sourced deposits which Bluevine and Valley intend to grow over time; and an established suite of integrated banking, payments, lending and financial-management solutions designed for small businesses across the country. Additionally, Bluevine’s engineering, product, data science and AI talent will help accelerate Valley’s long-term technology strategy, which includes a focus on broader development of internal capabilities and less reliance on third-party software and service providers.
Founded in 2013 and headquartered in Jersey City, New Jersey, Bluevine serves approximately 175,000 active small business customers and was voted 2026 Best Overall Small Business Bank by Money.com and 2026 Best Online Business Checking Account by NerdWallet. Bluevine has demonstrated momentum in building small business operating relationships, with platform-generated deposits increasing at an approximately 35% compound annual growth rate from 2023 through the second quarter of 2026. Approximately 99% of these deposits are currently from non-borrowing customers, which is expected to provide Valley with access to a diversified, relationship-driven source of core funding.
The transaction adds a nationwide digital acquisition channel to complement Valley’s long-standing relationship-led banking model. By gaining access to Valley’s branch network and broader treasury management, credit, insurance, wealth and capital markets solutions, Bluevine customers will benefit from a more holistic value proposition as clients of the combined organization. Valley’s existing small business customers will benefit from Bluevine’s industry-leading digital platform which combines business checking, payments, bill pay, invoicing, lending and financial-management capabilities in a unified experience for small businesses.
The acquisition will also accelerate Valley’s technology and AI strategy by adding approximately 180 research and development professionals and engineers, primarily located in established technology hubs like Redwood City, California; Jersey City, New Jersey; Salt Lake City, Utah; and Tel Aviv, Israel. Bluevine brings a highly capable engineering culture, modern technology architecture, and meaningful experience applying data and AI solutions to small business workflows. Owning these capabilities will give Valley greater control over its customer experience, more speed in bringing solutions to market, and a durable foundation for further innovation beyond Bluevine’s legacy small business focus areas.
Under the terms of the proposed transaction, Valley will acquire Bluevine for total consideration of approximately $340 million. The consideration is expected to consist of approximately 75% cash and 25% Valley common stock, subject to the terms of the definitive agreement and customary adjustments. Inclusive of expected synergies, the acquisition is expected to be approximately 8% accretive to estimated 2028 earnings per share. The transaction is also expected to result in approximately 5% tangible book value dilution at closing, with an estimated earn back period of approximately 3 years.
Ira Robbins, Valley’s Chairman, President & CEO commented that, “The acquisition of Bluevine directly advances the strategic priorities we have previously communicated to our shareholders. It is expected to enhance our core funding capabilities, add a proven small business growth platform and meaningfully accelerate our digital and AI capabilities. Bluevine has built an impressive franchise which has generated a diversified base of small business operating deposit relationships, a highly engaged customer community and a modern technology platform purpose-built for the needs of small businesses.” He also stated, “By combining Valley’s balance sheet and product capabilities with Bluevine’s digital platform and customer-acquisition engine, we can accelerate our aspiration to be the bank of choice for small businesses across the country. The combination also creates a compelling cross-sell opportunity to further deepen the scope of the current banking relationships across both Valley and Bluevine customer bases by delivering a broader set of products and an enhanced customer experience.”
Eyal Lifshitz, Co-Founder & CEO of Bluevine said, “Bluevine was founded to give small business owners the financial tools and digital experience they need to manage and grow their businesses. Valley shares that commitment and brings the balance sheet capacity, relationship banking expertise and broader capabilities necessary to support our customers through every stage of their journey. Together, we will be able to expand our impact while preserving the technology, customer focus and entrepreneurial culture that have driven Bluevine’s success. We look forward to joining Valley and continuing to enhance our small business banking platform.” Following the transaction close, Mr. Lifshitz will join Valley as Head of Small Business Banking.
The acquisition is expected to close in early 2027, subject to standard regulatory approvals, and the satisfaction or waiver of other customary closing conditions. An investor presentation with additional information about the transaction can be found on Valley’s website at www.valley.com.
Cantor Fitzgerald & Co. is serving as financial advisor to Valley and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Valley. Financial Technology Partners acted as the exclusive advisor to Bluevine and its Board of Directors in the sale to Valley. Sidley Austin LLP served as legal counsel to Bluevine.
Investor Conference Call
Valley executives will host a conference call at 8:30 AM Eastern Standard Time today to discuss this transaction. Those wishing to participate should pre-register using this link: https://register-conf.media-server.com/register/BIecb95d105ce54ea584b76feeda2143b3 to receive the dial-in number and a personal PIN, which are required to access the conference call. The teleconference will also be webcast live at: https://edge.media-server.com/mmc/p/udw2c42h.
About Valley
As the principal subsidiary of Valley National Bancorp (NASDAQ: VLY), Valley National Bank is a regional financial institution with over $66 billion in assets. Founded in 1927, Valley has more than 220 branch locations and commercial offices across New Jersey, New York, Florida, Alabama, California, Illinois, Pennsylvania and Arizona, while serving clients nationwide. Valley delivers a full range of consumer, commercial, and wealth management solutions designed to support everything from homeownership and business growth to long-term financial planning. Big enough to support complex financial needs and small enough to stay deeply connected, Valley is grounded in a relationship-led approach focused on understanding people first. That same relationship-led approach guides Valley’s commitment to community investment and responsible corporate citizenship. To learn more, visit www.valley.com or call the Valley Customer Care Center at 800-522-4100.
About Bluevine
Founded in 2013 and headquartered in Jersey City, New Jersey, Bluevine provides an integrated suite of digital banking, payments, lending and financial-management solutions designed for small businesses. As of June 2026, Bluevine served approximately 175,000 active small business customers and had served more than 415,000 businesses since inception. Visit www.bluevine.com for more information.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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 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. A detailed discussion of factors that could affect our results is included in our SEC filings, including Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Contacts:
| Valley National Bancorp | Bluevine Inc. | |
| Travis Lan | Eyal Lifshitz | |
| Senior Executive Vice President and | Co-Founder and | |
| Chief Financial Officer | Chief Executive Officer | |
| 973-686-5007 | 203-535-7170 |
Exhibit 99.2 Accelerating Valley’s National Digital Banking Franchise Acquisition of Bluevine Inc. September 28, 2026
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 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 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. A detailed discussion of factors that could affect our results is included in our SEC filings, including Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 2
Strategically Compelling Acquisition of Bluevine The Acquisition of Bluevine Enhances Our Funding Capabilities, Adds a Proven Nationwide Deposit Growth Platform and Accelerates Our Technology and AI Initiatives 1 ✓Grow Core Deposits: $2.1bn of active core deposits at a 1.44% cost, 84bps below Valley's 2.28% deposit cost Accelerates Valley's Long-Term Strategic ✓Proven Customer Acquisition: 175k active small businesses with significant account growth momentum and cross-sell upside Growth Imperatives ✓Accelerate AI Strategy: Experienced AI talent and capabilities to advance Valley’s digital and modernization efforts ✓Core-funded: Customer deposit relationships are gathered nationally through digital channels Bluevine Is a Purpose-Built, ✓Proprietary technology stack: Data, API and decisioning layer unifying third-party core and payment rails into one platform Fully Digital Deposit Engine ✓AI-native: Majority of new code is AI-generated and ~80% of customer inbound inquiries are AI-contained ✓Nationwide digital growth engine: Nationwide digital growth platform represents Valley’s newest specialized deposit vertical Bluevine Positions Valley to ✓Positioned to win: Established bank footprint + industry-leading technology and user interface positions Valley to win in the deep Compete in the Future State and fragmented small business banking segment of Digital Banking ✓Talent and capability: ~180 founder-led R&D professionals align with our tech-forward culture and build on our evolving AI efforts 2 ✓Capital position: 10.3%+ pro forma CET1 at close ; ~11.0% as adjusted for Basel III endgame as proposed Efficient Use of Capital With ✓Returns: 8%+ 2028E EPS accretion, ~5% TBV dilution at close, ~3-year TBV earn-back, and +150-200bps ROATCE benefit Attractive Long-Term Financial Returns ✓Execution: Integration risk moderated by relative size, retained leadership, and Valley’s acquisition track record Source: Company documents, Bluevine company unaudited financial disclosures as of June 30, 2026 provided to Valley. Note: Figures are illustrative and remain subject to confirmatory diligence, final purchase accounting and definitive documentation. 1. Valley anticipates onboarding all existing deposits originated by Bluevine following the termination of Bluevine’s current partner banking relationship within 3-6 months of acquisition close, subject to certain transition provisions. 2. Estimated common equity tier 1 capital is inclusive of Valley's proposed acquisition of Providence Financial Corporation announced on August 25, 2026. 3
A Leading SMB FinTech Banking Platform $2.1bn 175k $169mm 52k 1 2 Active Deposits Active SMB Customers Run-Rate Revenue LTM Account Growth Nationally Recognized Company Overview • Founded in 2013 and headquartered in Jersey City, NJ Best Best Online Business Checking Overall Small Business Bank • Provides an integrated suite of banking, payments, lending and financial- Account Overall (2026) (2026) management solutions • In-house technology and credit risk stack built over a decade for Best Best automated underwriting, real-time onboarding and fraud controls Best SMB Checking Account Banking Platform for SMBs (2025) (2023) 1 Platform-Generated Deposit Growth Integrated Product Ecosystem 35% CAGR Business Invoicing & $2.1 Bill Pay & AP Checking Payments $1.8 $1.3 Flex Line of International SBA / Term $1.0 Payments Credit Lending 2023 2024 2025 2026Q2 Source: Bluevine company unaudited financial disclosures provided to Valley as of June 30, 2026 or the annual periods as labeled above. 1. Valley anticipates onboarding all existing deposits originated by Bluevine following the termination of Bluevine’s current partner banking relationship within 3-6 months of acquisition close, subject to certain transition provisions. 2. Run-Rate revenue annualized for 1H’26. 4
Advancing Traditional Banking in a Digital Age The Bluevine acquisition keeps Valley ahead of the curve as bank + fintech convergence accelerates What the Fintech Disruptors Enable + Unlock New Deposit Channels: Low-cost deposits Digital customer acquisition: 175k small businesses gathered digitally, with better rates and no fees acquired nationally, with no physical branches Distribution: Digital channels broaden reach beyond a Owned technology: Proprietary data, API and risk-engine physical footprint augmenting the branch network layer built in-house over third-party core and payment rails Customer Acquisition: Mobile-first acquisition at a AI-native: Majority of new code is AI-generated with fraction of the cost to acquire and continuously serve ~80% of inbound inquiries AI-contained customers Talent Acquisition: Adds ~180 R&D professionals and a Integrated Technologies: Combines banking, payments, founder-led team providing enhanced capabilities to treasury and business tools on one digital platform accelerate Valley’s AI roadmap Selected Fintech Disruptors: Source: Bluevine company unaudited financial disclosures as of June 30, 2026 provided to Valley. 5
Digital Banking Channel Expands Valley’s National Reach Valley’s Existing Branch Network Bluevine’s Nationwide Digital Reach 175k Active digital SMB customers NY 41 $2.1bn PA Core deposits on platform NJ 127 IL IN 12 3 CA 3 1.44% Cost of deposits (2Q26) AZ AL 16 ~$220 Customer acquisition cost FL 42 ~40% YoY deposit growth VLY retail banking branches VLY commercial banking offices Providence Financial Bluevine digital reach Source: Company documents, Bluevine company unaudited financial disclosures as of June 30, 2026 provided to Valley. Note: Branch map includes recently announced Providence Financial Corporation acquisition branches with transaction closing expected in early 2027. 6
Adds Established AI Development Capabilities AI -Powered AI -Infused Risk Native Financial Operations Management Operating System Data infrastructure creates a Engineering & back office Centralized decision making robust analytics platform Customer support & Expansion of payments ML / DL / LLM models to collections services and management enhance risk capabilities Forward-looking customer- Unlocking the broader OS Decisioning & analytics focused AI through integrated software optimized for LTV and margin ~80% ~180 90%+ AI- R&D professionals of inbound inquiries AI-contained of new code AI-generated stack Source: Company documents, Bluevine company unaudited financial disclosures as of June 30, 2026 provided to Valley. 7
Deepens Valley's Specialty Deposit Mix Acquisition Significantly Enhances Core Deposit Growth Capabilities Specialty Deposit Mix Number of Accounts 99K 109K 144K 175K 663K 677K 687K 688K Healthcare & Other $2.0bn Digital SMB $2.1 Private Banking $48.8 $1.8 $46.8 $43.0 $41.6 $1.3 & Wealth $1.0 $2.1bn $1.7bn 2023 2024 2025 2026Q2 2023 2024 2025 2026Q2 Valley's Specialty 1 Deposit Verticals Cost of Total Deposits ~$15bn Pro Forma 6.0% Association Technology Banking 5.0% $2.4bn $1.5bn 4.0% 3.75% 3.0% International National Deposits, 2.28% 2.0% Corporate 1.49% Cannabis & Online 1.44% 1.0% $1.2bn $4.2bn 0.0% 2022Q2 2023Q2 2024Q2 2025Q2 2026Q2 Valley Providence Fed Funds (Upper Bound) Bluevine Source: Company documents, Bluevine company unaudited financial disclosures as of June 30, 2026 provided to Valley, S&P Capital IQ financial data as of June 30, 2026. Note: Core deposit figures in $bn. 1. Valley anticipates onboarding all existing deposits originated by Bluevine following the termination of Bluevine’s current partner banking relationship within 3-6 months of acquisition close, subject to certain transition provisions. 8
Boosts Valley’s Core Deposit Franchise Pro Forma Deposit Franchise $54.1bn $1.3bn $2.1bn $57.5bn 9% Indirect Customer 10% 65% 66% Traditional Deposits 100% 100% Specialized Deposits 26% 24% 2028 Target Loans / Core 107% 81% 6% 103% 100% Deposits Loans / 97% 81% 6% 93% 90% Deposits Cost of 2.28% 1.49% 1.44% 2.23% Deposits Source: Bluevine company unaudited financial disclosures as of June 30, 2026 provided to Valley, S&P Capital IQ as of June 30, 2026. Note: Financial data as of June 30, 2026. Assumptions reflect the transaction model and remain subject to confirmatory diligence, final purchase accounting and definitive documentation; Information shown pro forma for the onboarding of all existing deposits originated by Bluevine following the termination of Bluevine’s current partner banking relationship within 3-6 months of acquisition close, subject to certain transition provisions. 9
Scaled SMB Platform Drives Scalable Loan Origination Bluevine’s Lending Platform Fast and Easy Application Focus lending on opportunity to drive additional deposits Provides access to deep pool of potential small-ticket lending clients Multi-provider One loan Financing financing, single application, 10- tailored to small point of access minute decisions business needs Established forward flow capabilities Total Addressable Market 6 – 12 Months ~$34K Average Loan Size Loan Term 23M+ Independent 2 Business Owners $285bn+ 3 TAM 6.1M 23% 1 729 SMBs Average Net Yield Average FICO Score After Losses Source: Bluevine company unaudited financial disclosures as of June 30, 2026 provided to Valley. 1. SMBs defined as US businesses with between 1 and 499 employees. 2. Number of independent business owners with revenue greater than $5,000. 3. Total market opportunity reflects $135bn from current offerings and $150bn+ of incremental opportunity from future product expansion. 10
Financial Impact Overview Key Terms & Insights Key Assumptions ▪ Pro Forma Ownership: Valley 99% / Bluevine 1% ▪ Cost Savings: $50mm run-rate pre-tax cost savings, based on 10% of combined company’s small business-related expenses, including tech, ▪ Closing Date: Expected in early 1Q 2027 marketing and shared services; 50% phase-in for 2027, 100% thereafter ▪ Approvals: Transaction does not require bank regulatory approval or Valley shareholder approval; subject to HSR approval ▪ Restructuring Charge: 1.5x cost savings, 60% taken at close and the remainder over three years ▪ Leadership & Talent Retention: Eyal Lifshitz, Co-Founder and CEO of Bluevine, and Nir Klar, Co-Founder and CTO of Bluevine will ▪ Deposit Migration: Deposit program with third-party banking partner is remain with Valley supporting key talent retention expected to be terminated at closing with related deposits transitioning to Valley Bank within 180 days; transitioned deposits are expected to replace certain brokered deposits resulting in pro forma loans to non- brokered ratio of ~103% $340MM 75% / 25% Deal Value Cash / Stock ▪ Durbin Amendment impact: ~$20mm annual pre-tax dis-synergy based 2 on Bluevine interchange generation ▪ Loan Credit Mark: 15% of loans, or equal to 1.1x current reserves; no CECL “double-count” 8%+ ~5% 2028E EPS Accretion TBV Dilution ▪ Intangibles: Creation of ~$30mm non-goodwill intangibles related to Bluevine’s brand and technology ▪ Goodwill: Creation of ~$265mm goodwill 1 ~3 Years 10.3%+ ▪ Other Assets: Estimated other purchase accounting adjustments TBV Earnback CET1 at close resulting in additional net assets of $50mm Source: Company documents. 1. Estimated common equity tier 1 capital is inclusive of Valley's proposed acquisition of Providence Financial Corporation announced on August 25, 2026 and excludes potential ~70bp benefit from Basel III Endgame. 2. Represents 50% reduction in Durbin-related income. Pro Forma earnings adjusted to include full impact of Durbin Amendment on interchange income. 11
Primary Integration Priorities 1 2 3 Customer Continuity & Deposit Migration Cost Synergies Growth Momentum Transition deposits from partner bank to Valley, Uninterrupted Day 1 account and product access; Capture synergies without slowing unlocking the initial funding benefit sustain organic deposit growth deposit migration 1H27 Ongoing 2027–2028 Further Opportunities for Strategic Transformation Small Business Growth Cross-Sell Extract strategic value of aligning a digital-first customer acquisition Open Valley branch network to Bluevine customers and selectively with Valley’s physical delivery network and regulatory credibility introduce treasury management, wealth and insurance products Technology & Product Delivery Risk Operations Modernize Valley’s broader infrastructure and UX to better control Integrate best-in-class risk, compliance, and credit framework across our technology destiny and reduce third-party reliance the combined platform to enhance efficiencies 12
Summary Observations Accelerate Valley's Strategic Focus on SMB Growth to Build a High-Quality Funding Engine ✓ Acquires Production-Grade AI Capabilities and Engineering Talent to Further Evolve Valley’s Technology Strategy ✓ Opportunity to Penetrate New SMB Relationships with Treasury Management and Ancillary Products ✓ Further Diversifies Funding Base and Accelerates the Path to a ~90% Loan / Deposit Ratio ✓ Deploys a Portion of Basel III Capital Relief to Enhance Funding and Accelerate Profitability Improvement ✓ Disciplined Pricing and Attractive Financial Returns – ~8% 2028E EPS Accretion With a ~3-Year TBV earn-back ✓ Integration Risk Moderated by Relative Size, Retained Leadership, and Valley’s Acquisition Track Record ✓ 13
APPENDIX 14
Comprehensive Due Diligence Process Detailed due diligence performed by an extensive combination of Valley professionals and third-party advisors • Key focus areas included: ✓✓✓✓✓✓ Finance and Technology & Deposit & Loan Cybersecurity & Risk Management External Audit Accounting Platform Architecture Operations Data Privacy & Compliance ✓✓✓✓✓ ✓ Asset & Lending AI & Automation Core Integration Reporting Legal & Tax Human Resources Quality • Technology & Platform Architecture: Reviewed Bluevine’s cloud-native, AWS-hosted production environment spanning multiple availability zones, built on a microservices architecture of 100+ modular services interconnected through APIs • AI & Automation: Evaluated AI model development, deployment and governance across underwriting, fraud and customer service, including model explainability for compliance • Deposit & Loan Operations: Diligence of deposit gathering, funding and account operations alongside loan origination, servicing and collections processes across on- and off-balance sheet channels • Core Integration & Resiliency: Reviewed integration paths to Valley's core, third-party dependencies and shared services, and business continuity and disaster recovery posture 15
For More Information ▪ Go to our website: www.valley.com ▪ Email requests to: [email protected] ▪ 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 reserved. Please see www.valley.com for further details.