Valley National Bancorp (VLY) risk factors, FY2025 10-K

Valley National Bancorp's FY2025 10-K, filed Feb 27, 2026, lists 37 risk factors in 5 groups. Against the prior year's 39: 4 new, 6 dropped, 15 substantially reworded.

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Risk factors listed
375 groups
New this year
4vs 39 last year
Dropped
6since the prior 10-K
Substantially reworded
15of those kept
Section length
12k wordsItem 1A

What the changes say

  • Commercial real estate concentrations dropped from 60.7 percent to 58.3 percent of the loan portfolio.

What changed since the prior 10-K

New

  • NewRisks Related to the Operating Environment

    Concentrations in commercial real estate are closely monitored by regulatory agencies and subject to especially heightened scrutiny both on a public and confidential basis. Any formal or informal action by our supervisors may require us to increase our reserves on these loans and adversely impact our earnings

    Intense regulatory scrutiny on commercial real estate concentrations, particularly in New York City, New Jersey, and Florida, could force higher reserves and hurt earnings.

  • NewRisks Related to the Operating Environment

    We outsource various operations to third-party service providers, both domestic and foreign, which could adversely impact our operational performance

    Outsourcing operations to domestic and foreign third-party providers creates operational, regulatory, and geopolitical risks that could disrupt services and increase expenses.

  • NewRisks Related to the Operating Environment

    We are subject to risks related to originating and selling loans, including repurchase and indemnification obligations

    Selling loans exposes the bank to repurchase and indemnification claims from buyers like Fannie Mae and Freddie Mac if warranties are breached, despite zero repurchases in 2024 and 2025.

  • NewRisks Related to the Operating Environment

    We face risks as a servicer of loans

    Servicing loans for investors creates financial and operational risks, including uncollectible expense advances and unilateral guideline changes by Fannie Mae and Freddie Mac without fee increases.

Dropped

  • DroppedRisks Related to the Operating Environment

    Our financial results and condition may be adversely impacted by banking failures or any future similar events

  • DroppedRisks Related to the Operating Environment

    We may incur future losses in connection with repurchases and indemnification payments related to mortgages that we have sold into the secondary market

    March and April 2023 banking failures caused market disruption and reduced depositor confidence.

  • DroppedGeneral Commercial, Operational, Financial and Regulatory Risks

    idiosyncratic events, there is no guarantee that the U.S. government will invoke the systemic risk exception, create additional liquidity programs, or take any other action to stabilize the banking industry or provide liquidity

  • DroppedGeneral Commercial, Operational, Financial and Regulatory Risks

    We rely on our systems of controls and procedures, and if our system fails, our operations could be disrupted

  • DroppedTechnology Risks

    practices. Any concerns about our data privacy and cybersecurity practices, even if unfounded, could damage our reputation and adversely affect our business

  • DroppedTechnology Risks

    Our adoption of artificial intelligence tools and adoption by our third-party vendors and service providers may increase the risk of errors, omissions, unfair treatment or fraudulent behavior by our employees, clients, or counterparties, or other third parties

Reworded

  • 98% rewrittenGeneral Commercial, Operational, Financial and Regulatory Risks

    Legal proceedings could result in significant expenses, losses and damage to our reputation

    Expanded to specify that legal proceedings can involve shareholders and regulatory inquiries, noting single events can trigger multiple overlapping investigations.

    Was: Claims and litigation could result in significant expenses, losses and damage to our reputation

  • 83% rewrittenGeneral Commercial, Operational, Financial and Regulatory Risks

    We rely on our systems of controls and procedures, and if our systems fail or are circumvented, our operations could be disrupted, which may result in a material adverse effect on our business, results of operations and financial condition

    Added specific risks regarding control failures causing delays in detecting errors or sensitive data inaccuracies and fraud.

    Was: Our controls and procedures may fail or be circumvented, which may result in a material adverse effect on our business, results of operations and financial condition

  • 74% rewrittenTechnology Risks

    We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy, cybersecurity, and artificial intelligence, which could increase the cost of doing business, compliance risks and potential liability

    Added artificial intelligence to the scope of complex laws, noted potential federal and state law conflicts, and included regulatory fines.

    Was: We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which could increase the cost of doing business, compliance risks and potential liability

  • 64% rewrittenRisks Related to the Operating Environment

    Risks Associated with Our Business Model

    Updated commercial real estate loan concentration down from 60.7 percent to 58.3 percent as of December 31, 2025.

  • 51% rewrittenRisks Related to the Operating Environment

    Failure to successfully implement our growth strategies or strategic initiatives could cause us to incur substantial costs and expenses which may not be recouped and adversely affect our future profitability

    Unchanged text structure regarding new lines of business risk.

    Was: Failure to successfully implement our growth strategies could cause us to incur substantial costs and expenses which may not be recouped and adversely affect our future profitability

  • 43% rewrittenTechnology Risks

    Cybersecurity incidents and other disruptions to our information systems, as well as those of our third-party service providers, could expose us to liability, losses, operational disruption and escalating operating costs

    Unchanged text structure regarding cybersecurity and third-party data processing risks.

    Was: Cybersecurity incidents and other disruptions to our information system could expose us to liability, losses and escalating operating costs

  • 39% rewrittenRisks Related to Our Industry

    We may be required to consult with the Federal Reserve before declaring cash dividends on our common stock, which ultimately may delay, reduce, or eliminate such dividends and adversely affect the market price of our common stock

    Refined Federal Reserve dividend consultation guidance wording from expedited supervisory guidance to expected advance consultation for dividends exceeding earnings.

  • 39% rewrittenRisks Related to the Operating Environment

    We are subject to risks relating to corporate social responsibility matters that could adversely affect our reputation, business, financial condition and results of operations, as well as the price of our common and preferred stock

    Renamed ESG matters to corporate social responsibility matters and removed specific anti-ESG sentiment and market access restriction examples.

    Was: We are subject to risks relating to ESG matters that could adversely affect our reputation, business, financial condition and results of operations, as well as the price of our common and preferred stock

  • 34% rewrittenRisks Related to the Operating Environment

    Interest rate swap fees within capital markets income are a significant component of our non-interest income and could fluctuate in future periods

  • 33% rewrittenGeneral Commercial, Operational, Financial and Regulatory Risks

    We may be unable to adequately manage our liquidity risk, which could affect our ability to meet our obligations as they become due, capitalize on growth opportunities, pay regular dividends on our common stock and generate adequate earnings

  • 33% rewrittenRisks Related to Our Industry

    An increase in our non-performing assets may reduce our interest income and increase our net loan charge-offs, provision for loan losses, and operating expenses

  • 32% rewrittenGeneral Commercial, Operational, Financial and Regulatory Risks

    Our business, financial condition and results of operations could be adversely affected by natural disasters, pandemics, acts of terrorism, and other catastrophic events

  • 29% rewrittenGeneral Commercial, Operational, Financial and Regulatory Risks

    Extensive regulation and supervision have a negative impact on our ability to compete in a cost-effective manner and may subject us to material compliance costs and penalties, and changes in regulation could adversely affect our business, financial condition and results of operations

  • 27% rewrittenRisks Related to the Operating Environment

    We could incur future goodwill impairment

  • 26% rewrittenRisks Related to the Operating Environment

    Our deposit services for businesses in the state licensed cannabis industry could expose us to liabilities and regulatory compliance costs

All 37 risk factors

Headings as the filing states them, in filing order.

Risks Related to the Operating Environment

  1. 01Our financial results and condition may be adversely impacted by changing economic conditions
  2. 02Risks Associated with Our Business Model64% rewritten
  3. 03Concentrations in commercial real estate are closely monitored by regulatory agencies and subject to especially heightened scrutiny both on a public and confidential basis. Any formal or informal action by our supervisors may require us to increase our reserves on these loans and adversely impact our earningsNew
  4. 04The loss of or decrease in lower-cost funding sources within our deposit base, including our inability to achieve deposit retention targets within our branch network, may adversely impact our net interest income and net income
  5. 05Our deposit services for businesses in the state licensed cannabis industry could expose us to liabilities and regulatory compliance costs26% rewritten
  6. 06We could incur future goodwill impairment27% rewritten
  7. 07Failure to successfully implement our growth strategies or strategic initiatives could cause us to incur substantial costs and expenses which may not be recouped and adversely affect our future profitability51% rewritten
  8. 08We outsource various operations to third-party service providers, both domestic and foreign, which could adversely impact our operational performanceNew
  9. 09Our investments in certain tax-advantaged projects may not generate returns as anticipated and may have an adverse impact on our results of operations
  10. 10We are subject to environmental liability risk associated with lending activities which could have a material adverse effect on our financial condition and results of operations
  11. 11We are subject to risks related to originating and selling loans, including repurchase and indemnification obligationsNew
  12. 12We face risks as a servicer of loansNew
  13. 13Interest rate swap fees within capital markets income are a significant component of our non-interest income and could fluctuate in future periods34% rewritten
  14. 14We may not be able to attract, develop and retain skilled people
  15. 15We are subject to risks relating to corporate social responsibility matters that could adversely affect our reputation, business, financial condition and results of operations, as well as the price of our common and preferred stock39% rewritten
  16. 16Climate change and severe weather could adversely impact our operations, business, and clients

Risks Related to Our Industry

  1. 17Changes in interest rates could reduce our net interest income and earnings
  2. 18We may not be able to detect money laundering and other illegal or improper activities fully or on a timely basis, which could expose us to additional liability and could have a material adverse effect on us
  3. 19Higher charge-offs and weak credit conditions could require us to further increase our allowance for credit losses through a provision charge to earnings
  4. 20An increase in our non-performing assets may reduce our interest income and increase our net loan charge-offs, provision for loan losses, and operating expenses33% rewritten
  5. 21We may be required to consult with the Federal Reserve before declaring cash dividends on our common stock, which ultimately may delay, reduce, or eliminate such dividends and adversely affect the market price of our common stock39% rewritten

General Commercial, Operational, Financial and Regulatory Risks

  1. 22We may be unable to adequately manage our liquidity risk, which could affect our ability to meet our obligations as they become due, capitalize on growth opportunities, pay regular dividends on our common stock and generate adequate earnings33% rewritten
  2. 23The CECL model for determining our allowance for credit losses could add volatility to our provision for credit losses and earnings
  3. 24We rely on our systems of controls and procedures, and if our systems fail or are circumvented, our operations could be disrupted, which may result in a material adverse effect on our business, results of operations and financial condition83% rewritten
  4. 25Our business, financial condition and results of operations could be adversely affected by natural disasters, pandemics, acts of terrorism, and other catastrophic events32% rewritten
  5. 26Our ability to make opportunistic acquisitions is subject to significant risks, including the risk that regulators will not provide the requisite approvals
  6. 27Extensive regulation and supervision have a negative impact on our ability to compete in a cost-effective manner and may subject us to material compliance costs and penalties, and changes in regulation could adversely affect our business, financial condition and results of operations29% rewritten
  7. 28We are subject to numerous laws designed to protect consumers, including the CRA and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions
  8. 29Changes in accounting policies or accounting standards could cause us to change the manner in which we report our financial results and condition in adverse ways and could subject us to additional costs and expenses
  9. 30Legal proceedings could result in significant expenses, losses and damage to our reputation98% rewritten

Technology Risks

  1. 31Cybersecurity incidents and other disruptions to our information systems, as well as those of our third-party service providers, could expose us to liability, losses, operational disruption and escalating operating costs43% rewritten
  2. 32We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy, cybersecurity, and artificial intelligence, which could increase the cost of doing business, compliance risks and potential liability74% rewritten
  3. 33To comply with the rapidly evolving legal and regulatory requirements governing the use of AI, we may be required to expend significant resources, and we may have to change our product offerings or business practices, or prevent or limit our use of AI

Risks Related to an Investment in Our Securities

  1. 34We may reduce or eliminate the cash dividend on our common stock, which could adversely affect the market price of our common stock
  2. 35If our subsidiaries are unable to pay dividends or make distributions to us, we may be unable to make dividend payments to our preferred and common shareholders or interest payments on our long-term borrowings and junior subordinated debentures issued to capital trusts
  3. 36Future acquisitions may dilute shareholder value
  4. 37Future offerings of common stock, preferred stock, debt or other securities may adversely affect the market price of our stock and dilute the holdings of existing shareholders

Other Valley National Bancorp 10-Ks

  • FY2024 10-K risk factors
    39 risks

    Valley National Bancorp faces significant asset quality risks due to a concentration of commercial real estate loans. The bank is exposed to funding cost pressures, deposit retention challenges, and potential regulatory and compliance costs from providing deposit services to the state-licensed cannabis industry. Operations are also vulnerable to interest rate volatility, macroeconomic conditions, and emerging risks associated with artificial intelligence adoption and data privacy regulations.

    Filed Feb 28, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.