[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_98":99},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","yzqtb3e73d3yyxnt31lb4ca4g","revision",2,"title","Valley National Bancorp拟以现金加股票收购Providence Financial Corporation","originalTitle","VALLEY NATIONAL BANCORP (0000714310) (Filer)","summary","Valley National Bancorp（VLY）提议以每股21.47美元现金及4.3854股VLY普通股收购Providence Financial Corporation，合并对价隐含价值约每股83.30美元。","reason","Valley National Bancorp拟以现金加股票方式收购Providence Financial Corporation，交易对价隐含价值约每股83.30美元，需满足监管审批及股东投票等条件。","source",{"_12":89,"_90":91,"_9":92,"_93":42,"_94":95,"_96":97},"links",{"_86":87,"_78":88},"publishedAt","2026-10-21T12:49:54.000Z","discoveredAt","2026-10-21T13:08:44.212Z","timelineAt","category","ai-products","tags",[84,85],"stockSymbols",[83],"score",85,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","f4HRxri2DtJs",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","d86ba04d-a9c7-4434-af65-90027af39ba0","Valley National Bancorp拟收购Providence Financial Corporation",{"_73":74,"_16":75},"


Lyndsey Sloan \n 高级执行副总裁兼总法律顾问 \n 山谷国家银行控股公司 \n One Penn Plaza 纽约，纽约 10119 (973) 305-8800		Matthew M. Guest，律师 \n Wachtell, Lipton, Rosen & Katz \n 51 West 52nd Street 纽约，纽约 10019 (212) 403-1000

Steven G. Van Drunen \n 总裁兼首席执行官 \n 普罗维登斯金融公司 \n 630 East 162nd Street \n South Holland, Illinois 60473 (888) 923-5664		Mark Ryerson，律师 \n Dickinson Wright PLLC \n 71 S. Wacker Drive, Suite 2700 \n 芝加哥，伊利诺伊州 60606 \n (312) 377-7863

拟议向公众出售证券的开始日期： 在本注册声明被宣布生效后尽快，并在完成本文所述的合并后。

如果在本表上注册的证券是与成立控股公司有关，并且遵守通用说明G，请勾选以下方框。 ☐

如果本表是根据证券法第462(b)条注册额外证券的申请，请勾选以下方框，并列出同一发行的先前有效注册声明的证券法注册声明编号。 ☐

如果本表是根据证券法第462(d)条提交的后续有效修正案，请勾选以下方框，并列出同一发行的先前有效注册声明的证券法注册声明编号。 ☐

通过勾选标记说明注册人是大型加速申报者、加速申报者、非加速申报者、较小报告公司或新兴成长公司。请参见《交易法》第12b-2条中对“大型加速申报者”、“加速申报者”、“较小报告公司”和“新兴成长公司”的定义。

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


大型加速申报者	☒	加速申报者	☐

非加速申报者	☐	较小报告公司	☐

		新兴成长公司	☐

如果是一家新兴成长公司，通过勾选标记说明注册人是否选择不使用根据证券法第7(a)(2)(B)条提供的任何新修订的财务会计标准的延长过渡期。 ☐

如果适用，请在方框中打勾以指定在进行此交易时所依据的适当规则条款：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


《交易法规则13e-4(i)》（跨境发行人要约收购）		☐
《交易法规则14d-1(d)》（跨境第三方要约收购）		☐

注册人在此修改本登记声明，以在必要时的日期或日期上延迟其生效日期，直至注册人提交进一步修改，该修改明确表示本登记声明将在根据《1933年证券法》第8(a)条的规定生效，或直至委员会根据上述第8(a)条的规定确定的日期，本登记声明将生效。

本代理声明/招股说明书中的信息不完整，可能会被更改。与本代理声明/招股说明书所述证券相关的登记声明已提交至美国证券交易委员会。在向美国证券交易委员会提交的登记声明生效之前，这些证券不得发行。本代理声明/招股说明书不构成在任何不允许该证券的要约或销售的司法管辖区内的出售要约或购买要约的征集。

代表普罗维登斯金融公司（“普罗维登斯”）的董事会，我们很高兴提供与普罗维登斯与瓦尔利国家银行公司（“瓦尔利”）合并的代理声明/招股说明书。我们请求您作为普罗维登斯普通股（每股面值1.00美元）的持有人，考虑并投票表决本代理声明/招股说明书所述的提案。

普罗维登斯和瓦尔利的董事会（分别称为“普罗维登斯董事会”和“瓦尔利董事会”）已各自一致批准了2026年8月24日由普罗维登斯和瓦尔利签订的《合并协议和计划》（经不时修订，称为“合并协议”），根据该协议，普罗维登斯将与瓦尔利合并（“合并”），瓦尔利为存续公司。合并完成后，普罗维登斯银行和信托公司，普罗维登斯的全资子公司，将与瓦尔利国家银行，瓦尔利的全资子公司合并，瓦尔利国家银行为存续实体。

如果完成合并，在生效时间，每一份已发行的普罗维登斯普通股将转换为（i）21.47美元现金，不计利息（“现金合并对价”）和（ii）4.3854股瓦尔利普通股（“兑换比率”），无面值（“瓦尔利普通股”），每一份普罗维登斯普通股在合并生效时间持有的股份（第（i）和（ii）款所述的总对价，称为“合并对价”）。普罗维登斯普通股的持有人（每个称为“普罗维登斯股东”）将获得现金以代替在合并中应得的瓦尔利普通股的零碎股份。瓦尔利普通股的持有人将继续拥有其现有的瓦尔利普通股。

此外，普罗维登斯将在交割前不少于三十（30）天，且将促使它的子公司采取所有必要、适当或可取的行动，根据普罗维登斯的组织文件和适用法律，在交割前立即生效的情况下，赎回所有已发行和流通的普罗维登斯优先股。根据合并协议，在生效时间前，所有已发行和流通的普罗维登斯B系列优先股和C系列优先股将根据合并协议的条款进行赎回，并在生效时间后不再存在，所有以簿记形式持有的普罗维登斯B系列优先股和C系列优先股此后仅代表获得每股票面金额1,000.00美元加上所有已宣告但未支付的股息的现金支付权利，根据普罗维登斯适用的组织文件进行。

尽管普罗维登斯股东将获得的山谷普通股数量是固定的，但合并对价的市场价值将随着山谷普通股的市场价格波动，并且在普罗维登斯股东投票表决合并时尚不可知。山谷普通股目前在纳斯达克股票市场（“NASDAQ”）上市，交易代码为“VLY”。根据2026年8月24日纳斯达克山谷普通股的收盘价14.10美元（合并公开公告前的最后一个交易日），每份普罗维登斯普通股的合并对价大约相当于83.30美元的价值。普罗维登斯普通股的已发行股份数量为私人持有，不在任何公开市场交易。根据2026年[ ]日纳斯达克山谷普通股的收盘价[ ]美元，这是本代理声明/招股说明书日期前最近的可行交易日，每份普罗维登斯普通股的合并对价大约相当于[ ]美元的价值。合并完成时山谷普通股的价格可能高于或低于本代理声明/招股说明书日期时的山谷普通股价格，这可能会影响每份合并对价的价值。我们建议您获取山谷普通股（交易代码“VLY”）的最新市场报价。

根据2026年[ ]日普罗维登斯普通股的已发行股份数量，山谷预计将在合并中向普罗维登斯普通股持有人（合计）发行约[ ]股山谷普通股，并支付约[ ]美元的现金。根据2026年[ ]日普罗维登斯普通股的已发行股份数量，我们估计，合并完成后，普罗维登斯普通股的前持有人将拥有约[ ]%的合并公司股份，而现有的山谷股东将拥有约[ ]%的合并公司股份。

普罗维登斯将召开普罗维登斯股东特别会议（“普罗维登斯特别会议”），在该会议上，普罗维登斯普通股的持有者将被要求审议并投票表决（1）一项批准合并协议和合并的提案（“普罗维登斯合并提案”），以及（2）一项如果必要或适当，可推迟普罗维登斯特别会议以征集额外委托书的提案，如果在该推迟或延期时投票不足，无法批准合并协议和合并（“普罗维登斯推迟提案”）。除非普罗维登斯股东批准普罗维登斯合并提案，否则普罗维登斯和山谷无法完成合并。普罗维登斯的董事会提供此委托书/招股说明书，以征集普罗维登斯股东的委托书，以便就普罗维登斯合并提案和普罗维登斯推迟提案进行投票。该文件同时是一份招股说明书，因为与合并有关，山谷正在向普罗维登斯股东提供山谷普通股的股份。

普罗维登斯特别会议将于2026年[ ]在[ ]举行，美国中部时间[ ]。

有关普罗维登斯特别会议和合并的信息包含在随附的委托书/招股说明书之中。特别是，请参阅题为“风险因素”的部分，从第 18页开始，讨论与拟议合并以及合并后持有山谷普通股相关的风险。我们敦促您仔细阅读此文件的全部内容。您也可以从山谷向证券交易委员会（“SEC”）提交的文件中获取有关山谷的信息。

您的投票非常重要。无论您是否计划参加普罗维登斯特别会议，请尽快投票，以确保您的股份在普罗维登斯特别会议中得到代表。如果您不投票，其效果等同于投票“反对”合并。普罗维登斯优先股的持有者无权参加投票，也未被要求在普罗维登斯特别会议中投票。

普罗维登斯董事会一致建议普罗维登斯普通股的持有者就普罗维登斯特别会议将审议的每一项提案都“赞成”投票。

如果您对合并有任何疑问，请联系凯文·L·博特马，电话：708-404-9516，或电邮至kbotma@providencebank.com。

此致，

史蒂文·G·范德伦

董事长兼首席执行官

普罗维登斯金融公司

SEC或任何州证券监管机构均未批准或否决该合并，包括本委托书/招股说明书下发行的证券，也未对随附的委托书/招股说明书的充分性或准确性发表意见。与此相反的任何陈述均为刑事犯罪。

山谷通过本文件提供的证券不是储蓄账户、存款账户或其他任何银行或储蓄协会的义务，也不受联邦存款保险公司（“FDIC”）或任何其他美国联邦或州政府机构的保险。

随附的委托书/招股说明书日期为2026年[ ]，并于2026年[ ]左右首次邮寄或以其他方式送达普罗维登斯股东。

本代理声明/招股说明书包含了关于Valley的重要商业和财务信息，这些信息来自向SEC提交的文件，但并未包含在或随本文件一起提供。此信息在第 118页“您可在何处获取更多信息”中有所描述。您可以通过写信或致电获取免费副本：

Valley National Bancorp

注意：投资者关系部

One Penn Plaza

纽约，纽约\n10119

(551) 288-3182

您请求的这些文件不会被收取任何费用。为及时获得这些文件，您必须在 [ ], 2026之前提出请求，以便在普罗维登斯特别会议前收到这些文件。

没有人被授权向您提供与本代理声明/招股说明书或其引用内容中所含信息不同的信息。本代理声明/招股说明书的日期为[ ], 2026，您应假设本文件中的信息仅在该日期时是准确的。您应假设本文件中引用的文件中的信息在该引用文件的日期时是准确的。无论将本代理声明/招股说明书邮寄给普罗维登斯普通股持有人，还是Valley在合并交易中发行普通股，都不会产生与此相反的任何暗示。

本代理声明/招股说明书不构成在任何司法管辖区向或从任何被认为在该司法管辖区进行任何此类要约或招揽是非法的人发出的出售证券的要约，或购买证券的要约的招揽，或代理的招揽。除非上下文另有说明，本文件中包含或引用的有关普罗维登斯的信息由普罗维登斯提供，本文件中包含或引用的有关Valley的信息由Valley提供。

有关更多信息，请参阅本代理声明/招股说明书第 118页开始的“您可在何处获取更多信息”部分。

普罗维登斯董事会已确定2026年[ ]日营业结束时为普罗维登斯特别会议的记录日期。只有在记录日期营业结束时持有普罗维登斯普通股的记录持有人有权获得普罗维登斯特别会议的通知，并在该会议或任何休会或推迟会议上投票。除可能在普罗维登斯特别会议或任何休会或推迟会议上适当提出的事项外，不得在普罗维登斯特别会议上处理其他事项。\n

根据伊利诺伊州法律，如果完成合并，记录在册的普罗维登斯股东如果未投票支持普罗维登斯合并提案，并且按照伊利诺伊州法律规定的步骤操作，可以选择行使异议股东的权利。这意味着您可以要求获得您股份的“公平价值”的现金支付，而不是接受合并对价。\n要这样做，您必须遵循本委托书/招股说明书中题为“合并—合并中的评估或异议权利”的部分中描述的程序，该部分从第69页开始，以及伊利诺伊州法律的要求。附上1983年《伊利诺伊州公司法》（“IBCA”）第11.65条和第11.70条的副本，这些是具体规范异议股东和异议权利的伊利诺伊州法律条款，作为本委托书/招股说明书的附录D供您参考。\n

普罗维登斯董事会一致建议普罗维登斯普通股持有人对普罗维登斯合并提案投“赞成”票，并对普罗维登斯休会提案投“赞成”票。\n

无论您拥有多少股份，您的投票都很重要。批准普罗维登斯合并提案是完成合并协议中拟议交易的必要条件。合并协议的批准需要至少获得所有有权就普罗维登斯合并提案投票的普罗维登斯流通股票的投票权的多数赞成票。不投票的效果与投反对票相同。因此，我们敦促所有股东尽快投票。\n

目录\n

协议需要至少获得所有有权就普罗维登斯合并提案投票的普罗维登斯流通股票的投票权的多数赞成票。不投票的效果与投反对票相同。因此，我们敦促所有股东尽快投票。\n

附有一张委托书。无论您是否计划参加普罗维登斯特别会议，请填写、签署并注明日期，然后将委托书通过随附的信封尽快寄出。您可以在委托书被行使前，按照委托书/招股说明书中描述的方式随时撤销您的委托书。如果您参加普罗维登斯特别会议，即使您已之前寄回了您的委托书，您也可以根据需要更改您的投票。

本通知所属的代理声明/招股说明书提供了对合并协议的详细描述，包括其中所设想的交易（包括合并）以及在普罗维登斯特别会议上考虑的其他事项。合并协议的摘要包含在代理声明/招股说明书的“合并”和“合并协议”章节中，并且合并协议的副本作为附录A附于代理声明/招股说明书，两者均以全文引用的方式纳入本通知，如同在此完整列出一样。我们建议您仔细阅读本代理声明/招股说明书（包括其附录）以及本文中引用的任何其他文件。

如果您有任何问题或需要协助投票，请联系Kevin L. Botma，电话：708-404-9516，邮箱：kbotma@providencebank.com。

根据董事会的命令，

Steven G. Van Drunen

总裁兼首席执行官

普罗维登斯金融公司

伊利诺伊州南荷兰

[ ], 2026\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


问答			1
摘要			10
合并各方			10
合并与合并协议			11
合并对价			11
普罗维登斯股票期权的处理			12
普罗维登斯优先股			12
合并的美国联邦所得税后果			12
普罗维登斯进行合并的原因；普罗维登斯董事会的建议			13
普罗维登斯财务顾问的意见			13
合并中的评估权或异议权			13
普罗维登斯董事和高管在合并中的利益			14
监管批准			14
合并的预期时间			14
合并完成的条件			14
合并协议的终止			15
终止费			16
会计处理			16
由于合并，普罗维登斯普通股持有者的权利将发生变化			16
山谷普通股的上市			17
普罗维登斯特别会议			17
风险因素			17
风险因素			18
关于前瞻性声明的警示性声明			24
比较股票价格和股息			28
山谷			28
普罗维登斯			28
普罗维登斯特别会议			30
普罗维登斯提案			35
关于山谷的信息			37
关于普罗维登斯的信息			38
合并			39
合并条款			39
合并背景			39
普罗维登斯进行合并的原因；普罗维登斯董事会的建议			40
普罗维登斯财务顾问的意见			43
某些未经审计的前瞻性财务信息			60
普罗维登斯董事和高管在合并中的利益			61
合并后的山谷治理			66
会计处理			67
监管批准			67
股票交易所上市			69
合并中的评估权或异议权			69
合并协议			73
关于合并协议的说明			73
合并结构			73
合并对价			74
普罗维登斯优先股			75
零碎股份			75
管理文件			75

-i-


普罗维登斯股票期权的处理			75
合并的结束和生效时间			76
股份的转换；普罗维登斯股票证书的交换			76
承诺和协议			79
普罗维登斯董事会股东会议和推荐			85
不寻求其他报价的协议			86
合并完成的条件			87
合并协议的终止			88
终止的效力			89
终止费			90
费用和开支			90
合并协议的修改、豁免和延期			90
投票协议			91
适用法律			91
具体履行			92
合并的美国联邦所得税后果			93
合并的一般税务后果			94
信息报告和预扣税			96
普罗维登斯董事、高管和某些普罗维登斯受益所有人拥有证券的情况			97
山谷股票的描述			99
股东权利的比较			103
普罗维登斯股东的异议权			115
法律事项			116
专家			117
您可以找到更多信息的地方			118

-ii-

以下是一些您可能对合并和普罗维登斯特别会议提出的问题，以及对这些问题的简要回答。我们敦促您仔细阅读本代理声明/招股说明书的其余部分，因为本节的信息并未提供与合并和普罗维登斯特别会议有关的所有重要信息。本代理声明/招股说明书引用的文件中也包含其他重要信息。请参阅第118页开始的“您可以找到更多信息的地方”部分。

在本代理声明/招股说明书中，除非上下文另有要求：

\n\n\n\n\n

•

“普罗维登斯”指普罗维登斯金融公司；

\n\n\n\n\n

•

“普罗维登斯普通股”指普罗维登斯的普通股，每股面值1.00美元；\n

\n\n\n\n\n

•

“普罗维登斯优先股”指普罗维登斯的系列优先股，每股面值1.00美元，其名称如下：(i) 5.00% 永久系列B优先股，每股面值1.00美元（“普罗维登斯系列B优先股”）和(ii) 5.00% 永久系列C优先股，每股面值1.00美元（“普罗维登斯系列C优先股”）；

\n\n\n\n\n

•

“山谷”指山谷国家银行公司；

\n\n\n\n\n

•

“山谷普通股”指山谷的普通股，无面值；以及

\n\n\n\n\n

•

“山谷优先股”指山谷的系列优先股，无面值，其名称如下：(i) 非累积永久系列A优先股，无面值（“山谷系列A优先股”），(ii) 非累积永久系列B优先股，无面值（“山谷系列B优先股”）和(iii) 非累积永久系列C优先股，无面值（“山谷系列C优先股”）。

\n\n\n

问：	为什么我会收到这份代理声明/招股说明书？

\n\n\n

答：

您收到此委托书/招股说明书是因为Valley和Providence已签署了一份协议和合并计划，日期为2026年8月24日（经不时修订，称为“合并协议”）。合并协议的副本作为附录A 附于此委托书/招股说明书，并在此引用并入。合并协议（a）规定Providence将与Valley合并（“合并”），Valley作为存续公司（“存续公司”或“Valley”，视情况而定），（b）预计在合并完成后，Providence Bank & Trust（“Providence Bank”），一家根据伊利诺伊州法律设立的银行，也是Providence的全资子公司，将与Valley National Bank（一家根据美国法律设立的国家银行协会，也是Valley的全资子公司）合并，Valley National Bank作为存续银行（“存续银行”）（“银行合并”）。“,

为了完成合并，除其他事项外，必须获得至少拥有所有可投票的Providence股份的多数投票权的持有人在Providence特别会议上对合并协议及其中所设想的交易（“所需的Providence股东批准”）进行批准，包括合并（“Providence合并提案”）。“,

Providence正在召开持有Providence普通股的股东特别会议（“Providence特别会议”），以获得对Providence合并提案的批准。持有Providence普通股的股东还将被要求批准提议休会或推迟Providence特别会议的提案，如果有必要或适当的话，以在休会或推迟时收集额外的委托书，如果当时投票不足以批准Providence合并提案（“Providence休会提案”）。“,

-1-

此委托书/招股说明书包含有关合并协议、合并以及在Providence特别会议上投票的提案的重要信息。您应仔细并完整地阅读。随附的材料使您可以在不参加会议的情况下通过委托书投票。您的投票很重要，我们鼓励您尽快提交您的委托书。“,

\n\n\n

问：	合并会发生什么？

\n\n\n

答：	在合并中，Providence将与Valley合并，Valley作为存续公司继续存在。合并完成后，Providence将不复存在，而Valley将继续作为一家上市公司。有关合并的更多信息，请参阅第73页开始的“合并协议—合并结构”部分和合并协议中的信息。“,

\n\n\n

问：	Providence特别会议何时何地举行？

\n\n\n

答：	普罗维登斯特别会议计划于2026年[ ]在[ ]举行，中部时间。即使您计划参加普罗维登斯特别会议，普罗维登斯建议您提前投票，以便如果您后来决定不参加或无法参加普罗维登斯特别会议，您的投票仍将被计算。

\n\n\n

问：	普罗维登斯特别会议将讨论哪些事项？

\n\n\n

答：	在普罗维登斯特别会议上，普罗维登斯普通股的持有者将被要求考虑并投票表决以下提案：

\n\n\n\n\n

•

提案1：普罗维登斯合并提案。批准合并协议及其中所设想的交易，包括合并；和

\n\n\n\n\n

•

提案2：普罗维登斯休会提案。如果有必要或适当，批准休会或推迟普罗维登斯特别会议，以在休会或推迟时投票不足的情况下征求额外的委托书，以批准普罗维登斯合并提案。

为了完成合并，普罗维登斯普通股的持有者必须批准普罗维登斯合并提案。批准普罗维登斯休会提案不是山谷或普罗维登斯完成合并义务的条件。

\n\n\n

问：	普罗维登斯普通股的持有者在合并中将获得什么？

\n\n\n

答：

根据合并协议中规定的条款和条件，普罗维登斯普通股的持有者将获得（i）21.47美元（不计利息）（“现金合并对价”）和（ii）4.3854股山谷普通股（“兑换比率”）（第（i）和（ii）款所述的总对价，称为“合并对价”），每份普罗维登斯普通股在合并生效时间之前已发行和流通的股份（不包括异议股份和普罗维登斯普通股，这些股份作为库存股或以其他方式由普罗维登斯或山谷持有（在每种情况下，其他非普罗维登斯普通股（a）存放在信托账户、管理或托管账户、共同基金等，或以受托或代理方式由第三方实际拥有的股份，以及（b）直接或间接地为先前签订的债务而持有的股份）。合并中不会发行山谷普通股的零碎股份，如果普罗维登斯普通股的持有者本应获得零碎股份，他们将获得以现金支付的金额（四舍五入到最近的分）由

-2-

\n将（i）山谷普通股在纳斯达克股票市场（“纳斯达克”）的收盘价的平均值（根据《华尔街日报》报告的五个（5）连续完整交易日结束于收盘日的前一天（“山谷股票收盘价”）乘以（ii）该持有者在生效时间之前立即持有的所有普罗维登斯普通股的股份比例（以小数形式表示时四舍五入到千分之一）的山谷普通股，该持有者本应获得的股份比例。更多信息，请参见第74页开始的“合并协议—合并对价”部分。

\n\n\n

问：	从本代理声明/招股说明书的日期到合并完成时，合并对价的价值会变化吗？

\n\n\n

A：	是的。尽管持有Providence普通股的股东每持有一股Providence普通股将获得的Valley普通股股份数量是固定的，但合并对价的价值将在本代理声明/招股说明书的日期和合并完成之间根据Valley普通股的市场价格而波动。在合并完成前Valley普通股市场价格的任何变化都将影响合并完成时Providence普通股股东将获得的合并对价的价值。Valley和Providence均不得仅因Valley普通股市场价格的任何上涨或下跌而终止合并协议。

\n\n\n

Q：	合并将如何影响Providence股票期权？

\n\n\n

A：

在生效时间，每个在生效时间之前尚未到期的Providence股票期权，且其行权价格每股Providence普通股低于合并对价价值（每项此类Providence股票期权称为“价内Providence股票期权”），无论是否可行使或已归属，将被取消，无需任何持有者采取任何行动，作为交换，持有者将获得（不计利息）根据合并协议条款扣除适用的税款后，针对每份价内Providence股票期权所涉及的Providence净期权股的合并对价。所谓“Providence净期权股”是指对于每项Providence股票期权，（i）合并对价价值超过生效时间前该Providence股票期权的Providence股票期权行权价格的差额（如有）乘以生效时间前该Providence股票期权所涉及的Providence普通股股份数量，再除以（ii）合并对价价值。在生效时间，任何不是价内Providence股票期权的Providence股票期权将被取消，不获得任何对价。

\n\n\n

Q：	Providence特别股东大会上谁有权投票？

\n\n\n

A：	Providence董事会一致建议您对Providence合并提案投“赞成”票，并对Providence休会提案投“赞成”票。

在考虑Providence董事会的建议时，Providence普通股的持有者应意识到，Providence的董事和高管可能在合并中拥有与普通股持有者利益不同或额外的利益。有关这些利益的更完整描述，请参阅第61页开始的“合并—Providence董事和高管在合并中的利益”部分提供的信息。

\n\n\n

Q：	谁有权在Providence特别股东大会上投票？

\n\n\n

A：	普罗维登斯董事会已确定2026年[ ]为确定有权获得普罗维登斯普通股通知和投票权的持有人的记录日期（“记录日期”），\n在普罗维登斯特别会议上。只有在记录日期闭市时是普罗维登斯股东的人才有资格在普罗维登斯特别会议上投票。每位普罗维登斯普通股持有人有权就每项在普罗维登斯特别会议上适当提出的问题，为其在记录日期记录在册的每一份普罗维登斯普通股投票一票。截至记录日期，普罗维登斯普通股共有[ ]股流通，并有权在普罗维登斯特别会议上投票。亲自出席普罗维登斯特别会议不是投票的必要条件。有关如何在不参加普罗维登斯特别会议的情况下投票的说明，请参见下文以及从第32页开始的章节“普罗维登斯特别会议—参加会议”

-3-

\n在普罗维登斯特别会议上。只有普罗维登斯股东在记录日期闭市时才有资格在普罗维登斯特别会议上投票。每位普罗维登斯普通股持有人有权就每项在普罗维登斯特别会议上适当提出的问题，为其在记录日期记录在册的每一份普罗维登斯普通股投票一票。截至记录日期，普罗维登斯普通股共有[ ]股流通，并有权在普罗维登斯特别会议上投票。亲自出席普罗维登斯特别会议不是投票的必要条件。有关如何在不参加普罗维登斯特别会议的情况下投票的说明，请参见下文以及从第32页开始的章节“普罗维登斯特别会议—参加会议”

\n\n\n

问：	普罗维登斯特别会议的法定人数是什么？

\n\n\n

答：	在普罗维登斯特别会议上，有权在会议上投票的流通股的多数出席（无论亲自出席还是通过代理出席）将构成在普罗维登斯特别会议上进行业务的法定人数。在确定会议出席股份数量以建立法定人数时，弃权票将被计入。

\n\n\n

问：	如果我的普通股由我的银行、经纪人、受托人或其他代理人以“实名”方式持有，我的银行、经纪人、受托人或其他代理人会代表我投票吗？

\n\n\n

答：	不会。如果您的股份由银行、经纪人、受托人或其他代理人以“实名”方式持有，该机构将向您发送单独的说明，描述投票股份的程序。您不能通过直接将代理委托书返回给普罗维登斯或在普罗维登斯特别会议上投票来投票“实名”持有的股份，除非您从您的银行、经纪人、受托人或其他代理人处获得“法律代理委托书”。

银行、经纪人、受托人或其他代理人代表受益人持有普罗维登斯普通股“实名”时，通常有权在未收到受益人指示的情况下，就“常规”提案自行决定投票。然而，银行、经纪人、受托人或其他代理人未经受益人明确指示，不得就被认定为“非常规”的事项行使投票权。普罗维登斯预计在普罗维登斯特别会议上投票的所有提案都将属于“非常规”事项，银行、经纪人、受托人或其他代理人对此类事项没有自行投票权。

如果您是普罗维登斯普通股的持有人，但您没有向您的银行、经纪人、受托人或其他代理人指示如何投票：\n

\n\n\n\n\n

•

您的银行、经纪人、受托人或其他代理人可能不会就普罗维登斯合并提案投票，此类经纪人不投票将与“反对”普罗维登斯合并提案的投票具有相同的效果（假设存在法定人数）；和

\n\n\n\n\n

•

您的银行、经纪人、受托人或其他代名人可能不会对普罗维登斯会议延期提案进行投票，经纪人的不投票对这一提案没有影响（无论是否达到法定人数）。

\n\n\n

问：	普罗维登斯特别会议中，每个提案的批准需要什么投票？\n

\n\n\n

答：

合并提案

假设达到法定人数，普罗维登斯合并提案的批准需要至少拥有所有有权在普罗维登斯特别会议投票的普罗维登斯股票投票权的多数持有人的赞成票。如果您在代理投票书上标记“弃权”，未在普罗维登斯特别会议提交代理投票书或投票，或未就普罗维登斯合并提案指示您的银行、经纪人、受托人或其他代名人如何投票，其效果将等同于对普罗维登斯合并提案“反对”的投票。

-4-

假设达到法定人数，普罗维登斯会议延期提案的批准需要普罗维登斯普通股持有人在普罗维登斯特别会议投票的多数票赞成。如果您是普罗维登斯股东，亲自出席或通过代理人在普罗维登斯特别会议中出席，但未对会议延期提案投票，在代理投票书上标记“弃权”或未就普罗维登斯会议延期提案指示您的银行、经纪人、受托人或其他代名人如何投票，其效果将等同于对该提案“反对”的投票。如果您未亲自出席或未通过代理人出席普罗维登斯特别会议，这将对普罗维登斯会议延期提案没有影响。

\n\n\n

问：	我如何在普罗维登斯特别会议上提交代理投票或投票？

\n\n\n

答：	无论您是直接作为普罗维登斯普通股的登记持有人持有股份，还是以“场外名称”形式持有股份，您都可以根据具体情况通过代理投票的方式无需亲自出席普罗维登斯特别会议来指示您的投票。

登记持有人。 如果您是普罗维登斯普通股的登记持有人，您可以使用以下任何一种方法进行投票：

\n\n\n\n\n

•

通过电话：您可以通过电话按照代理投票书上的说明进行投票。\n

\n\n\n\n\n

•

通过邮寄：您可以在适用于您普罗维登斯普通股的代理投票书上注明您希望如何投票，并签署、注明日期并尽快将您的代理投票书放入附带的已付邮资的信封中寄出，以确保在普罗维登斯特别会议之前收到。如果您是普罗维登斯登记股东并返回了已签署的代理投票书但未注明您的投票偏好，代理投票书上指定的人将根据普罗维登斯董事会的建议投票。\n

\n\n\n\n\n

•

在普罗维登斯 特别会议：如果您在登记日是登记持有人，您可以通过代理投票，也可以出席普罗维登斯特别会议并亲自投票。

普罗维登斯必须在普罗维登斯特别会议投票截止时间前收到您的投票，您的投票才可在特别会议中被计算。请注意，电话投票将在[ ]，2026年中央时间晚上11:59关闭。

通过代理投票，如果您不参加普罗维登斯特别会议或亲自投票，您的普罗维登斯普通股股份将被代表并投票。\n如果您不参加普罗维登斯特别会议并亲自投票，通过遵循您收到材料中的投票说明，您将指示指定人员（称为“代理人”）根据您的指示在普罗维登斯特别会议上投票。\n普罗维登斯董事会已任命Steven Van Drunen和Peter Huizenga, Jr.作为普罗维登斯特别会议的代理人。如果您通过电话投票，您无需返回您的代理或投票指示卡。

实际持有人。如果您以“街名”形式拥有普罗维登斯普通股股份，您通过电话投票的能力取决于您的经纪人投票流程。当您的股份由经纪账户或银行或其他代理人持有时，该代理人被视为这些股份的记录持有人。您被视为这些股份的实际持有人，这些股份以“街名”形式持有。本代理声明/招股说明书由您的银行、经纪人、受托人或其他代理人提供给您。作为实际持有人，您有权通过使用投票指示卡或按照代理人提供的电话投票说明，就如何投票您的股份向您的代理人发出指示。

要亲自在普罗维登斯特别会议上投票您以“街名”形式持有的股份，您必须携带由您的经纪人、银行、受托人或其他代理人出具的法律代理书，(a) 证明您在记录日期结束时是这些股份的实际持有人，(b) 说明您当时由该经纪人、银行、受托人或其他代理人代表您持有的实际持有人股份数量，以及(c) 授权您作为记录持有人的代理人，在普罗维登斯特别会议上投票该代理书涵盖的股份。如果您未能携带代理人出具的代理书前往普罗维登斯特别会议，您将无法在普罗维登斯特别会议上亲自投票您由代理人持有的股份。

-5-

答：	在仔细阅读并考虑本代理声明/招股说明书中的全部信息（包括其附录和此处引用的信息）后，请尽快投票。如果您持有普罗维登斯普通股股份，请尽快完成、签署并注明日期随附的代理卡，并通过信封中附带的邮资已付信封寄回，或尽快通过电话提交您的代理，以便您的股份在普罗维登斯特别会议上得到代表，截止日期为[ ], 2026。请注意，如果您以“街名”形式持有股份，您应遵循您的银行、经纪人、受托人或其他代理人提供的投票说明。

\n\n\n

问：	为什么我的投票很重要？

\n\n\n

答：

如果您不投票，Providence 将更难获得召开\nProvidence 特别会议所需的法定人数。此外，您未能在 Providence 特别会议上提交委托书或投票，或未能指示您的银行、经纪人、受托人或其他代表如何投票，将产生与在 Providence 合并提案上投“反对”票相同的效果，而弃权也将产生与在 Providence 合并提案上投“反对”票相同的效果。假设存在法定人数，批准 Providence 合并提案\n需要持有至少超过一半的 Providence 有权在 Providence 特别会议上投票的已发行股票的持有人的赞成票（“Providence 股东的必要批准”）\n并且批准 Providence 延期提案需要持有在 Providence 特别会议上亲自出席或通过委托书代表的 Providence 普通股的多数股份的持有人的赞成票，并且有权在 Providence 特别会议上投票。\nProvidence 董事会一致建议您对 Providence 合并提案投“赞成”票，并对 Providence 延期提案投“赞成”票。\n

\n\n\n

问：	我可以撤销我的委托书或更改我的投票吗？

\n\n\n

答：	是的。无论使用何种方式投票，如果您是记录持有人，您可以通过以下方式撤销或更改您的投票：

\n\n\n\n\n

•

填写、签署、注明日期并返回一张日期较晚的委托书，该委托书必须在 Providence 特别会议前一天的中部时间晚上 11:59 前收到；

\n\n\n\n\n

•

将一份已适当签署的书面撤销信寄送到 Providence 的公司秘书处：\nProvidence Financial Corporation，630 East 162nd Street，South Holland，Illinois 60473，收件人：公司秘书，该信件必须在 Providence 特别会议前一天的中部时间晚上 11:59 前收到；

\n\n\n\n\n

•

参加 Providence 特别会议，通知公司秘书并在 Providence 特别会议上通过投票表决；或者

\n\n\n\n\n

•

在稍后的时间通过电话投票（但必须在 Providence 特别会议前一天的中部时间晚上 11:59 前）。\n

-6-

答：	是的。除非根据其条款在 Providence 特别会议前终止合并协议，否则将召开 Providence 特别会议，即使 Providence 董事会已撤回或修改了其\nProvidence 董事会建议（如“合并协议—Providence 董事会的股东会议和建议”部分所述），Providence 仍需在 Providence 特别会议上将其合并提案提交给其股东。\n

\n\n\n

问：	是否有任何 Providence 股东已承诺对 Providence 合并提案投赞成票？

\n\n\n

答：	是的。普罗维登斯及其银行的董事，同时也是普罗维登斯的股东，以及普罗维登斯的某些其他股东，已根据投票协议与山谷达成一致，根据该协议，他们同意投票支持批准和采用合并协议，但须遵守投票协议的条款。\n截至普罗维登斯特别会议的记录日期，这些股东共同和实际拥有大约 [ ]% 的普罗维登斯普通股流通股。有关投票协议和普罗维登斯普通股持有者的更多信息，请参见第 97 页的“普罗维登斯董事、高管和普罗维登斯某些实际持有人的证券所有权”。“

\n\n\n

问：	普罗维登斯普通股的持有者是否有权要求评估或异议权？\n

\n\n\n

答：	根据《1983 年伊利诺伊州公司法》（经修订）（我们将其称为“IBCA”）的规定，普罗维登斯股东如果不投票支持批准合并协议，并且遵守所有程序，将有权获得现金支付其普罗维登斯普通股的“公平价值”，该价值将根据法定程序最终确定。此“公平价值”可能高于合并对价，也可能低于合并对价。

For more information, see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on\npage 69. In addition, the full text of Sections 11.65 and 11.70 of the IBCA, the statutory provisions governing dissenters’ rights, is enclosed as Annex D to this proxy statement/prospectus.

\n\n\n

Q:	Are there any risks that I should consider in deciding whether to vote for the approval of the Providence\nmerger proposal or the Providence adjournment proposal?

\n\n\n

A:	Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk\nFactors” beginning on page 18. You also should read and carefully consider the risk factors of Valley in the documents that are incorporated by reference into this proxy statement/prospectus.

\n\n\n

Q:	Does Valley pay regular dividends on its shares of common stock?

\n\n\n

Yes, Valley pays quarterly cash dividends on its shares of Valley common stock. Valley declared quarterly cash\ndividends on its common stock in 2025, 2024 and 2023. As approved by Valley’s board of directors, Valley declared and paid a $0.11 per share dividend to holders of Valley common stock for the four fiscal quarters of 2023. Valley\ndeclared and paid a $0.11 per share dividend to holders of Valley common stock

-7-

\n\n\n

\nfor the four fiscal quarters of 2024. Valley declared and paid a $0.11 per share dividend to holders of Valley common stock for the four fiscal quarters of 2025 and the first three fiscal\nquarters of 2026. On October 20, 2026, Valley announced it had declared a $0.11 per share dividend to holders of Valley common stock for the fourth fiscal quarter of 2026, payable on January 4, 2026, to shareholders of record as of\nDecember 15, 2026. The amount of quarterly cash dividends paid on shares of Valley common stock is subject to change based on the quarterly dividend amounts approved by the board of directors of Valley.

\n\n\n

Q:	What are the material U.S. federal income tax consequences of the merger to U.S. holders of Providence\ncommon stock?

\n\n\n

The merger is intended to qualify as a “reorganization” (within the meaning of Section 368(a) of\nthe Code) for U.S. federal income tax purposes, and it is a condition to Valley’s and Providence’s respective obligations to complete the merger that Valley and Providence each receive a legal opinion to the effect that the merger will\nso qualify. Accordingly, a U.S. holder of Providence common stock generally will recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized (i.e., the excess, if any, of the sum of the cash and the fair market\nvalue of the Valley common stock received over the holder’s adjusted tax basis in its Providence common stock surrendered) and (ii) the amount of cash received, in each case excluding any cash received instead of a fractional share of Valley\ncommon stock, which will be treated as described in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.” You should be aware that the tax consequences to you of the merger may depend upon your own\nsituation. In addition, you may be subject to state, local or non-U.S. tax laws that are not discussed in this proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you\nof the merger. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 93.\n

\n\n\n

Q:	When is the merger expected to be completed?

\n\n\n

Valley and Providence expect to complete the merger in early 2027. However, neither Valley nor Providence can\npredict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. Before we can complete the merger, Providence\nmust first obtain the approval of holders of Providence common stock for the merger, and Valley and Providence must obtain necessary regulatory approvals and satisfy certain other conditions to completion of the merger.

\n\n\n

Q:	What are the conditions to completion of the merger?

\n\n\n

The obligations of Valley and Providence to complete the merger are subject to the satisfaction or waiver of\ncertain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and the expiration of statutory waiting periods without the imposition of any materially burdensome regulatory condition (as defined\nin “The Merger—Regulatory Approvals”), receipt of tax opinions, approval by holders of Providence common stock of the Providence merger proposal and other customary conditions. For more information, see the section entitled\n“The Merger Agreement—Conditions to Completion of the Merger” beginning on page 87.

\n\n\n

Q:	What happens if the merger is not completed?

\n\n\n

If the merger is not completed, holders of Providence common stock will not receive any consideration for their\nshares of Providence common stock in connection with the merger. Instead, Providence will remain an independent company and Valley will not complete the issuance of shares of Valley common stock pursuant to the merger agreement. In addition, if the\nmerger agreement is terminated in certain circumstances, a termination fee of $11,115,000 may be payable by Providence to Valley. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 90 for a more\ndetailed discussion of the circumstances under which a termination fee will be required to be paid.

-8-

\n\n\n

Q:	Should I send in my Providence common stock certificates now?

\n\n\n

No. Please do not send in your stock certificates with your proxy. After the merger is completed, an exchange\nagent designated by Valley and reasonably acceptable to Providence (the “exchange agent”) will send you instructions for exchanging Providence stock certificates for the consideration to be received in the merger. See the section\nentitled “The Merger Agreement—Conversion of Shares; Exchange of Providence Stock Certificates” beginning on page 76.

\n\n\n

Q:	What should I do if I receive more than one set of voting materials for the same special meeting?\n

\n\n\n

You may receive more than one set of voting materials, including multiple copies of this proxy statement and\nmultiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are\na shareholder of record and hold shares in a brokerage account, you will receive a proxy card for shares held in your name and a voting instruction card for shares held in “street name.” Please complete, sign, date and return each proxy\ncard and voting instruction card that you receive to ensure that all your shares are voted. For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank,\nbroker, trustee or other nominee to vote your shares.

\n\n\n

Q:	Who can help answer my questions?

\n\n\n

A:	If you need assistance in completing your proxy, have questions regarding the Providence special meeting, or\nwould like additional copies of this proxy statement/prospectus, please contact Kevin L. Botma, Secretary of Providence at 708-404-9516 or kbotma@providencebank.com.\n

-9-

SUMMARY

This summary highlights selected information in this proxy statement/prospectus and may not contain all of the information that is\nimportant to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the Providence special meeting. In addition, we\nincorporate by reference important business and financial information about Valley into this proxy statement/prospectus. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the\ninstructions in the section entitled “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus.

The Parties to the Merger (pages 37 and 38)

Valley National Bancorp

One Penn Plaza

New York, New York 10119

Telephone: (973) 305-8800

Founded in 1927, Valley National Bancorp is a registered bank holding company and financial holding company with the Federal Reserve under the\nBank Holding Company Act of 1956, headquartered in Morristown, New Jersey. At June 30, 2026, Valley had consolidated total assets of $66.3 billion, total net loans of $51.9 billion, total deposits of $54.1 billion and total\nshareholders’ equity of $7.9 billion. Valley’s principal subsidiary, Valley National Bank, has been chartered as a national banking association under the laws of the United States since 1927 and as of June 30, 2026, has more\nthan 220 branch locations and commercial offices nationwide and serves clients across New Jersey, New York, Florida, Alabama, California, Illinois, Pennsylvania and Arizona. Valley, through Valley National Bank and its subsidiaries, offers a full\nsuite of national and regional banking solutions through various commercial, private banking, retail, insurance and wealth management financial services products. Valley provides personalized service and customized solutions to assist its customers\nwith their financial service needs. Valley’s solutions include, but are not limited to, traditional consumer and commercial deposit and lending products, commercial real estate financing, asset-based loans, small business loans, equipment\nfinancing, insurance and wealth management solutions, and personal financing solutions, such as residential mortgages, home equity loans and automobile financing.

Valley’s common stock is traded on the NASDAQ under the symbol “VLY.”

Valley’s principal executive office is located at One Penn Plaza, New York, New York 10119 and its telephone number is (973) 305-8800.

Providence Financial Corporation

630 East 162nd Street

South Holland, Illinois 60473

Telephone: (888) 923-5664

Providence Financial Corporation is a one-bank holding company registered with the Federal Reserve\nunder the Bank Holding Company Act of 1956. Established in 2014 and headquartered in South Holland, Illinois, Providence had consolidated total assets of approximately $1.6 billion, total net loans of $1.1 billion, total deposits of\n$1.3 billion, and total shareholders’ equity of $194.9 million as of June 30, 2026.

Providence conducts its banking\noperations primarily through its wholly owned subsidiary, Providence Bank & Trust (“Providence Bank”), an Illinois-chartered, nonmember commercial bank that commenced operations in 2004. Providence Bank operates across two\nstates, maintaining fifteen (15) offices across greater Chicago, Illinois and northwest Indiana, including its main office in South Holland, Illinois. The bank’s branch network includes eight offices in Cook County, Illinois, three\noffices in DuPage County, Illinois, one office in Will County, Illinois, and three offices in Lake County, Indiana.

Providence is a\nprivately held corporation, and the outstanding shares of Providence common stock are not traded on any public market.

-10-

Providence’s principal executive office is located at 630 East 162nd Street, South\nHolland, Illinois 60473, and its telephone number at that location is (888) 923-5664.

The Merger and the Merger Agreement (pages 39 and 73)

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to\nthis proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.

Subject to the terms and conditions of the merger agreement, at the completion of the merger, Providence will merge with and into Valley, with\nValley as the surviving corporation. Immediately following the completion of the merger, Providence Bank, a bank chartered under the laws of the State of Illinois and a wholly owned bank subsidiary of Providence, will merge with and into Valley\nNational Bank, a national banking association and a wholly owned bank subsidiary of Valley, with Valley National Bank as the surviving bank (the “bank merger”).

Merger Consideration (page 74)

Under the terms and subject to the conditions set forth in the merger agreement, holders of Providence common stock receive (i) $21.47 without\ninterest (the “cash merger consideration”) and (ii) 4.3854 shares (the “exchange ratio”) of Valley common stock (the aggregate consideration described in clauses (i) and (ii), the “merger consideration”) for\neach share of Providence common stock issued and outstanding immediately prior to the effective time of the merger (excluding dissenting shares and shares of Providence common stock owned by Providence as treasury stock or otherwise owned by\nProvidence or Valley (in each case other than Providence common stock (a) held in trust accounts, managed or custodial accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third\nparties and (b) held, directly or indirectly, in respect of debts previously contracted)). No fractional shares of Valley common stock will be issued in the merger, and holders of Providence common stock who would otherwise be entitled to\nreceive a fractional share will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of closing sale prices of Valley common stock on the Nasdaq Stock Market (the “NASDAQ”) as\nreported by The Wall Street Journal for the five (5) consecutive full trading days ending on the trading day immediately preceding the closing date (the “Valley share closing price”) by (ii) the fraction of a share\n(after taking into account all shares of Providence common stock held by such holder immediately prior to the effective time and rounded to the nearest thousandth when expressed in decimal form) of Valley common stock which such holder would\notherwise be entitled to receive.

Valley common stock is listed on the NASDAQ under the symbol “VLY.” Providence common stock\nis not listed or quoted on any exchange. The following table shows the closing sale prices of Valley common stock as reported on the NASDAQ on August 24, 2026, the last full trading day before the public announcement of the merger agreement,\nand on [ ], 2026, the last practicable trading day before the date of this proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of\nProvidence common stock.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley Common Stock			Implied Value of One Share of Providence Common Stock
August 24, 2026	$	14.10			$	83.30
[ ], 2026	$	[	]		$	[	]

For more information on the merger consideration, see the section entitled “The Merger—Terms of\nthe Merger” beginning on page 39 and the section entitled “The Merger Agreement—Merger Consideration” beginning on page 74.

-11-

Treatment of Providence Stock Options (page 75)

At the effective time, each Providence stock option that is outstanding immediately prior to the effective time and that has an exercise price\nper share of Providence common stock underlying such Providence option that is less than the merger consideration value (each such Providence stock option, an\n“in-the-money Providence stock option”), whether or not exercisable or vested, will be cancelled without any action on the part of any holder thereof in\nconsideration for the right to receive (without interest) the merger consideration (less applicable tax withholdings pursuant to the terms of the merger agreement) in respect of each Providence net option share subject to such in-the-money Providence stock option. A “Providence net option share” means with respect to each Providence stock option, the quotient of (i) the product of\n(a) the excess, if any, of the merger consideration value over the Providence stock option exercise price of the Providence stock option immediately prior to the effective time multiplied by (b) the number of shares of Providence\ncommon stock subject to such Providence stock option immediately prior to the effective time divided by (ii) the merger consideration value. At the effective time, any Providence stock option that is not an\nin-the-money Providence stock option will be cancelled for no consideration.

Providence Preferred Stock (page 75)

No later than thirty (30) days prior to the closing, Providence will, and will cause its subsidiaries to, take all actions necessary,\nappropriate or advisable to redeem, effective as of immediately prior to the closing, all issued and outstanding shares of Providence preferred stock in accordance with the organizational documents of Providence and applicable law. Immediately prior\nto the effective time, each share of Providence series B preferred stock and Providence series C preferred stock issued and outstanding immediately prior to the effective time will be redeemed in accordance with the terms of the merger agreement and\nwill cease to exist as of the effective time, and each share of Providence series B preferred stock and Providence series C preferred stock represented by book-entry will thereafter represent only the right to receive a cash payment equal to the sum\nof (a) $1,000.00 per share of Providence series B preferred stock or Providence series C preferred stock, as applicable, and (b) all declared but unpaid dividends on such share of Providence series B preferred stock or Providence series C\npreferred stock (such payment, the “Providence series B redemption payment” and the “Providence series C redemption payment,” respectively), in each case, in accordance with the applicable organizational documents of\nProvidence.

Material U.S. Federal Income Tax Consequences of the Merger (page 93)

The merger is intended to qualify as a “reorganization” (within the meaning of Section 368(a) of the Code) for U.S. federal income\ntax purposes, and it is a condition to Valley’s and Providence’s respective obligations to complete the merger that Valley and Providence each receive a legal opinion to the effect that the merger will so qualify. Accordingly, a U.S.\nholder of Providence common stock generally will recognize gain (but not loss) for U.S. federal income tax purposes in an amount equal to the lesser of (i) the amount of gain realized (i.e., the excess, if any, of the sum of the cash and the\nfair market value of the Valley common stock received over the holder’s adjusted tax basis in its Providence common stock surrendered) and (ii) the amount of cash received, in each case excluding any cash received instead of a fractional share\nof Valley common stock, which will be treated as described in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material\nU.S. Federal Income Tax Consequences of the Merger” beginning on page 93.

You should be aware that the tax consequences to\nyou of the merger may depend upon your own situation. In addition, you may be subject to state, local or non-U.S. tax laws that are not discussed in this proxy statement/prospectus. You should therefore\nconsult with your own tax advisor for a full understanding of the tax consequences to you of the merger.

-12-

Providence’s Reasons for the Merger; Recommendation of the Providence\nBoard of Directors (page 40)

The Providence board of directors has unanimously determined that the merger agreement and\nthe transactions contemplated thereby, including the merger, are advisable and in the best interests of Providence and its shareholders and approved and adopted the merger agreement and the transactions contemplated thereby. In reaching the decision\nto approve and adopt the merger agreement and recommend the approval of the merger to its shareholders, the Providence board of directors evaluated the merger and the merger agreement, in consultation with Providence’s executive management, as\nwell as Providence’s legal and financial advisors, and considered a number of factors. Accordingly, the Providence board of directors unanimously recommends that holders of Providence common stock vote “FOR” the Providence\nmerger proposal, and “FOR” the Providence adjournment proposal.

For a more detailed discussion of the Providence board\nof directors’ recommendation and the factors considered by the Providence board of directors, see the section entitled “The Merger—Providence’s Reasons for the Merger; Recommendation of the Providence Board of\nDirectors” beginning on page 40.

Opinion of Providence’s Financial Advisor (page 43)

In connection with the merger, Providence’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a\nwritten opinion, dated August 24, 2026, to the Providence board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Providence common stock of the merger consideration (defined in\nKBW’s opinion as the cash merger consideration and the stock consideration, taken together) in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications\nand limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this document. The opinion was for the information of, and was directed to, the Providence board of directors (in its capacity as\nsuch) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Providence to engage in the merger or enter into the merger agreement or constitute a recommendation to\nthe Providence board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Providence common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or\nany other matter.

For more information, see “The Merger—Opinion of Providence’s Financial Advisor,” beginning\non page 43 and Annex C.

Appraisal or Dissenters’ Rights in the Merger (page 69)\n

As a holder of Providence common stock, you may have dissenters’ rights under Illinois law to demand payment in cash for the\n“fair value” of your shares if the merger is completed. The appraised fair value of a share of Providence common stock may be higher or lower than the merger consideration payable in the merger. Beneficial owners whose shares are held of\nrecord by a broker, bank, trustee or other nominee must act promptly to ensure that the record holder takes all actions required under Illinois law to properly exercise dissenters’ rights on their behalf.

The full text of the applicable provisions of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”),\ngoverning dissenters’ rights is attached as Annex D to this proxy statement/prospectus. Strict compliance with these statutory procedures is required, and failure to do so may result in the loss of dissenters’ rights. The\nvalue determined in the appraisal process may be more or less than the value a Providence shareholder would receive in the merger under the terms of the merger agreement.

For additional information, please refer to the section entitled “The Merger—Appraisal or Dissenters’ Rights in the\nMerger” beginning on page 69.

-13-

Interests of Providence’s Directors and Executive Officers in the Merger\n(page 61)

Providence shareholders should be aware that Providence directors and executive officers may have interests in\nthe merger and have arrangements that are different from, or in addition to, the interests of Providence shareholders generally. These interests and arrangements include employment with Valley following the consummation of the merger, rights to\nseverance, potential vesting of Providence equity awards, retention awards and rights to ongoing indemnification and insurance coverage, and may create potential conflicts of interest. The Providence board of directors was aware of these respective\ninterests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that Providence shareholders vote to approve the Providence merger proposal, and the Providence\nadjournment proposal.

For a more complete description of these interests, see “The Merger—Interests of Providence’s\nDirectors and Executive Officers in the Merger” beginning on page 61.

Regulatory Approvals (page 67)\n

Subject to the terms of the merger agreement, Valley and Providence have agreed to cooperate with each other and use reasonable best\nefforts to promptly prepare and file all documentation to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the\ntransactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental\nentities. These approvals include, among others, the approval or waiver of prior approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the Office of the Comptroller of the Currency (the\n“OCC”) and the Illinois DOB. The initial filing of these regulatory applications occurred on September 21, 2026.

Although neither Valley nor Providence knows of any reason why it cannot obtain these regulatory approvals in a timely manner, Valley and\nProvidence cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.

Expected Timing of the Merger

Valley and Providence expect to complete the merger in early 2027. However, neither Valley nor Providence can predict the actual date on which\nthe merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. Providence must first obtain the approval of holders of Providence common stock\nfor the merger, and Valley and Providence must obtain necessary regulatory approvals and satisfy certain other closing conditions.

Conditions to Completion of the Merger (page 87)

The completion of the merger depends on a number of conditions being\nsatisfied or, where legally permissible, waived. These conditions include, among others:

\n\n\n\n\n

•

the requisite approval of the merger and the merger agreement by the shareholders of Providence shall have been\nobtained;

\n\n\n\n\n

•

the shares of Valley common stock issuable pursuant to the merger agreement having been authorized for listing on\nthe NASDAQ, subject to official notice of issuance;

\n\n\n\n\n

•

the effectiveness under the Securities Act of 1933, as amended, of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, and the absence of any stop order suspending the effectiveness of the registration statement or proceedings for that purpose initiated or\nthreatened by the SEC and not withdrawn;

-14-

\n\n\n\n\n

•

no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other\nlegal restraint or prohibition preventing the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement being in effect, and no law, statute, rule, regulation, order, injunction or decree\nhaving been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement;\n

\n\n\n\n\n

•

all requisite regulatory approvals having been obtained and remaining in full force and effect and all statutory\nwaiting periods in respect thereof having expired, and no requisite regulatory approval having resulted in the imposition of any materially burdensome regulatory condition;

\n\n\n\n\n

•

the accuracy of the representations and warranties of the other party contained in the merger agreement,\ngenerally as of the date on which the merger agreement was entered into and as of the closing date, subject to the materiality standards provided in the merger agreement;

\n\n\n\n\n

•

the performance by the other party in all material respects of the obligations, covenants and agreements required\nto be performed by it under the merger agreement at or prior to the closing date; and

\n\n\n\n\n

•

receipt by such party of an opinion of legal counsel, in form and substance reasonably satisfactory to such\nparty, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of\nSection 368(a) of the Code; in rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Valley and Providence reasonably satisfactory in form and substance to such counsel.\n

Valley’s obligation to complete the merger is subject to the satisfaction or, where legally permissible, waiver\nof additional conditions. These additional conditions include, among others:

\n\n\n\n\n

•

receipt of a FIRPTA certificate from Providence stating that the shares of capital stock of Providence do not\nconstitute “United States real property interests” under the Code;

\n\n\n\n\n

•

Mr. Van Drunen having entered into an offer letter with Valley and/or Valley National Bank and that such\noffer letter remains in full force and effect;

\n\n\n\n\n

•

each director of Providence having entered into a voting agreement with Valley and that such voting agreements\nremain in full force and effect; and

\n\n\n\n\n

•

no requisite regulatory approval having resulted in the imposition of any materially burdensome regulatory\ncondition (as defined in “The Merger—Regulatory Approvals”).

Termination of the Merger\nAgreement (page 88)

The merger agreement may be terminated at any time prior to the completion of the merger, whether\nbefore or after the receipt of the requisite Providence shareholder approval, in the following circumstances:

\n\n\n\n\n

•

by mutual consent of Valley and Providence in a written instrument;

\n\n\n\n\n

•

by either Valley or Providence if any governmental entity that must grant a requisite regulatory approval has\ndenied approval of the merger or the bank merger and such denial has become final and nonappealable or any governmental entity of competent jurisdiction has issued a final nonappealable order, injunction or decree permanently enjoining or otherwise\nprohibiting or making illegal the consummation of the merger or the bank merger, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its\nobligations, covenants and agreements set forth in the merger agreement;

-15-

\n\n\n\n\n

•

by either Valley or Providence if the merger has not been completed on or before August 24, 2027 (the\n“termination date”) unless the failure of the closing to occur by the termination date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements set forth\nin the merger agreement; provided that, Valley and Providence may mutually agree in writing to amend the termination date;

\n\n\n\n\n

•

by either Valley or Providence (provided that the terminating party is not then in material breach of any\nrepresentation, warranty, obligation, covenant or other agreement contained in the merger agreement) if there is a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or if any such representation\nor warranty ceases to be true) set forth in the merger agreement on the part of Providence, in the case of a termination by Valley, or Valley, in the case of a termination by Providence, which breach or failure to be true, either individually or in\nthe aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the closing date, the failure of an applicable closing condition of the terminating\nparty and which is not cured by the earlier of the termination date and forty-five (45) days following written notice to the other party or by its nature or timing cannot be cured during such period;

\n\n\n\n\n

•

by Valley, prior to such time as the requisite Providence shareholder approval is obtained, if Providence or the\nProvidence board of directors (i) withholds, withdraws, modifies or qualifies in a manner adverse to Valley the Providence board recommendation (as defined in “—Shareholder Meeting and Recommendation of the Providence Board of\nDirectors”), (ii) fails to make the Providence board recommendation in this proxy statement/prospectus, (iii) adopts, approves, recommends or endorses a Providence acquisition proposal (as defined in “—Agreement Not to Solicit\nOther Offers”) or publicly announces an intention to adopt, approve, recommend or endorse a Providence acquisition proposal, (iv) fails to publicly and without qualification (A) recommend against any Providence acquisition proposal\nor (B) reaffirm the Providence board recommendation, in each case within ten (10) business days (or such fewer number of days as remains prior to the Providence special meeting) after a Providence acquisition proposal is made public or any\nrequest by Valley to do so, (v) publicly proposes to do any of the foregoing clauses (i) through (iv) or (vi) materially breaches its obligations related to Providence shareholder approval or Providence acquisition proposals; or\n

\n\n\n\n\n

•

by either Valley or Providence, if the requisite approval of Providence shareholders of the Providence merger\nproposal is not obtained upon a vote thereon taken at the Providence special meeting (including at any adjournment or postponement thereof).

Termination Fee (page 88)

If the merger agreement is terminated by either Valley or Providence under certain circumstances, including circumstances involving alternative\nacquisition proposals and changes in the Providence board recommendation, Providence may be required to pay a termination fee to Valley equal to $11,115,000.

Accounting Treatment (page 67)

The merger will be accounted for as an acquisition of Providence by Valley under the acquisition method of accounting in accordance with\ngenerally accepted accounting principles (“GAAP”).

The Rights of Holders of Providence Common Stock Will Change\nas a Result of the Merger (page 99)

The rights of holders of Providence common stock are governed by Illinois law and by\nthe amended and restated articles of incorporation of Providence (the “Providence articles of incorporation”) and the amended and restated bylaws of Providence, as amended (the “Providence bylaws”). In the merger, holders of\nProvidence common stock will become holders of common stock of Valley, and their rights will be governed by New Jersey law and the restated certificate of incorporation (the “Valley articles” or “Valley articles of\nincorporation”) and

-16-

\nbylaws of Valley (the “Valley bylaws”). Holders of Providence common stock will have different rights once they become holders of common stock of Valley due to differences between the\nProvidence governing documents, on the one hand, and the Valley governing documents, on the other hand. These differences are described in more detail under the section entitled “Comparison of Shareholders’ Rights” beginning on\npage 103.

Listing of Valley Common Stock (page 69)

The shares of Valley common stock are listed for trading on the NASDAQ. Following the merger, shares of Valley common stock will continue to be\nlisted on the NASDAQ.

The Providence Special Meeting (page 30)

The Providence special meeting will be held in person at [ ] on [ ], 2026 at [ ], Central Time. At the\nProvidence special meeting, holders of Providence common stock will be asked to consider and vote on the following proposals:

\n\n\n\n\n

•

the Providence merger proposal; and

\n\n\n\n\n

•

the Providence adjournment proposal.

You may vote at the Providence special meeting if you owned shares of Providence common stock at the close of business on\n[ ], 2026. On that date, there were [ ] shares of Providence common stock outstanding, approximately [ ]% of which were owned and entitled to be voted by Providence directors and executive\nofficers and their affiliates. Each of the directors of Providence and Providence Bank, in each case in their capacities as shareholders, will vote their shares in favor of the Providence merger proposal and the Providence adjournment proposal, as\nall are parties to the Providence voting agreement, a form of which is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein, pursuant to which they agreed, among other things, to vote in favor\nof the Providence merger proposal and certain other matters, subject to the terms of such voting agreement. As of the close of business on [ ], 2026, the record date for the Providence special meeting, parties subject to\nthe Providence voting agreements with Valley were entitled, in the aggregate, to vote approximately [ ]% of Providence’s issued and outstanding common stock.

Assuming a quorum is present, the affirmative vote of the holders of at least a majority of the outstanding shares of Providence common stock\nentitled to vote thereon at the Providence special meeting is required to approve the Providence merger proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Providence special meeting or fail to\ninstruct your bank, broker, trustee or other nominee how to vote with respect to the Providence merger proposal, it will have the same effect as a vote “AGAINST” the Providence merger proposal.

Assuming a quorum is present, approval of the Providence adjournment proposal requires the affirmative vote of a majority of the votes cast by\nholders of Providence common stock entitled to vote at the Providence special meeting. If you are a Providence shareholder who is present in person or represented by proxy at the Providence special meeting and you fail to vote on the adjournment\nproposal, mark “ABSTAIN” on your proxy card or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to Providence adjournment proposal, it will have the same effect as a vote\n“AGAINST” the proposal. If you are not present in person or represented by proxy at the Providence special meeting, it will have no effect on the Providence adjournment proposal.

Risk Factors (page 18)

In evaluating the merger agreement and the merger, including the issuance of shares of Valley common stock in the merger, you should carefully\nread this proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 18.

-17-

RISK FACTORS

An investment by Providence’s shareholders in Valley common stock as a result of the exchange of shares of Valley common stock for\nshares of Providence common stock in the merger involves certain risks. Certain material risks and uncertainties connected with the merger agreement and transactions contemplated thereby, including the merger and bank merger, and ownership of Valley\ncommon stock are discussed below. In addition, Valley discusses certain other material risks connected with the ownership of Valley common stock and with Valley’s business under the caption entitled “Risk Factors” appearing in its\nAnnual Report on Form 10-K most recently filed with the SEC and may include additional or updated disclosures of such material risks in its subsequent Quarterly Reports on Form\n10-Q and Current Reports on Form 8-K that Valley has filed with the SEC or may file with the SEC after the date of this proxy statement/prospectus, each of which reports\nis or will be incorporated by reference in this proxy statement/prospectus.

Holders of Providence common stock should carefully\nread and consider all of these risks and all other information contained in this proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this proxy statement/prospectus, in\ndeciding whether to vote for approval of the various proposals for which they may be entitled to vote at the Providence special meeting described herein. The risks described in this proxy statement/prospectus and in those documents incorporated by\nreference may adversely affect the value of Valley common stock that you, as an existing holder of Providence common stock, will hold upon consummation of the merger, and could result in a significant decline in the value of Valley common stock and\ncause the holders of Providence common stock to lose all or part of the value of their investments in Valley common stock.

Because the market\nprice of Valley common stock may fluctuate, holders of Providence common stock cannot be certain of the market value of the merger consideration they will receive.

In connection with the merger, each share of Providence common stock issued and outstanding immediately prior to the effective time of the\nmerger (excluding dissenting shares, treasury shares and shares owned by Providence or Valley (other than the exception shares)) will be converted into the right to receive the cash merger consideration, consisting of $21.47 without interest, and\nthe stock consideration, consisting of 4.3854 shares of Valley common stock. Accordingly, the market value of Valley common stock will vary from the closing price of Valley common stock on the date that parties announced the merger, on the date that\nthis proxy statement/prospectus is mailed to Providence shareholders, and on the date of the Providence special meeting, and any change in the market price of Valley common stock prior to the completion of the merger will affect the value of the\nstock consideration that will be received by Providence shareholders. Stock price changes may result from a variety of factors, including, but not limited to, general market and economic conditions, changes in Valley’s business, operations,\nfinancial performance or prospects, volatility in the prices of securities in global financial markets, regulatory considerations and tax laws, many of which factors are beyond Valley’s or Providence’s control. Therefore, at the time of\nthe Providence special meeting, Providence shareholders will not know the market value of the stock consideration to be received at the effective time. Providence shareholders should obtain current market quotations for shares of Valley stock before\nvoting their shares at the Providence special meeting.

The market price of Valley common stock after the merger may be affected by factors different\nfrom those currently affecting the independent businesses of Valley and Providence.

Upon completion of the merger, holders of\nProvidence common stock will become holders of Valley common stock. Valley’s business differs in important respects from that of Providence, and, accordingly, the results of operations of Valley and the market price of Valley common stock\nafter the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Valley and Providence. For a discussion of the businesses of Valley and Providence and of some\nimportant factors to consider in connection with those businesses, see the documents incorporated by reference in this

-18-

\nproxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 118.

There has been no public market for Providence common stock and the lack of a public market may make it more difficult to determine the fair value of\nProvidence common stock than if there were such a public market.

The outstanding shares of Providence common stock are privately held\nand are not traded on any public market. The lack of a public market may make it more difficult to determine the fair value of Providence than if the outstanding shares of Providence common stock were traded publicly. The consideration to be paid to\nProvidence shareholders in the merger was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of Providence common stock may have traded on a public market.

Providence and Valley are expected to incur substantial costs related to the merger and integration. If the merger is not completed, Providence and Valley\nwill have incurred substantial expenses without realizing the expected benefits of the merger.

Each of Providence and Valley has\nincurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. These costs include legal, financial advisory, accounting, consulting and other advisory fees,\nseverance/employee benefit-related costs, filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by either Providence or Valley regardless of whether or not the merger is completed. If the\nmerger is not completed, Providence and Valley would have to recognize these expenses without realizing the expected benefits of the merger.

Combining\nValley and Providence may be more difficult, costly or time consuming than expected and Valley and Providence may fail to realize the anticipated benefits of the merger.

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Valley\nand Providence. To realize the anticipated benefits and cost savings from the merger, Valley and Providence must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized. If Valley and Providence\nare not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the\nmerger could be less than anticipated, and integration may result in additional unforeseen expenses.

Valley and Providence have operated\nand, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in\nstandards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger.\nIntegration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Valley and Providence during this transition period and for an undetermined period\nafter completion of the merger on Valley.

Valley may be unable to retain Providence personnel successfully while the merger is pending or after the\nmerger is completed.

The success of the merger and the bank merger will depend in part on Valley’s ability to retain the talents\nand dedication of key employees currently employed by Providence. It is possible that these employees may decide not to remain with Providence while the merger is pending or with Valley after the merger is completed.\n

-19-

\nIf key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, Valley’s business activities may be adversely affected\nand management’s attention may be diverted from successfully integrating Providence to hiring suitable replacements, all of which may cause Valley’s business to suffer. In addition, Valley may not be able to locate suitable replacements\nfor any key employees who leave Valley, or to offer employment to potential replacements on reasonable terms.

Regulatory approvals may not be\nreceived, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on Valley following the merger.

Before the merger and the bank merger may be completed, various approvals, consents, orders, waivers and\nnon-objections must be obtained from the Federal Reserve Board, the OCC and the Illinois DOB. In determining whether to grant these approvals, the regulators consider a variety of factors, including the\nregulatory standing of each party and the factors described under “The Merger—Regulatory Approvals” beginning on page 67. These approvals could be delayed or not obtained at all, including due to any or all of the following:\nan adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in\nlegislation or the political environment.

The approvals that are granted may impose terms and conditions, limitations, obligations or\ncosts, require branch divestitures, or place restrictions on the conduct of Valley’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose\nany such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement,\nimposing additional material costs on or materially limiting the revenues of Valley following the merger or will otherwise reduce the anticipated benefits of the merger. In addition, there can be no assurance that any such conditions, limitations,\nobligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent\njurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

Despite\nthe parties’ commitments to use their reasonable best efforts to promptly prepare and file all necessary documentation in connection with regulatory approvals and cooperate with each other to respond to any request for information and resolve\nany objection that may be asserted by any governmental entity with respect to the merger agreement, neither Valley, Providence, nor their respective subsidiaries is required under the terms of the merger agreement to take any action, or commit to\ntake any action, or agree to any condition or restriction in connection with obtaining these approvals, that would, individually or in the aggregate, reasonably be likely to have a material adverse effect on the surviving corporation and its\nsubsidiaries, taken as a whole and considered on a scale relative to Providence and its subsidiaries, after giving effect to the merger. See the section entitled “The Merger—Regulatory Approvals” beginning on page 67.

Certain of Providence’s directors and executive officers may have interests in the merger that may differ from, or be in addition to, the interests\nof holders of Providence common stock generally.

Holders of Providence common stock should be aware that some of Providence’s\ndirectors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Providence shareholders generally. Such interests include payments in connection with existing change in\ncontrol agreements with certain executive officers of Providence and Providence Bank, Providence Bank and Valley National Bank entering into new employment agreements with certain executive officers of Providence and Providence Bank, the\nacceleration and settlement of certain outstanding equity awards, and the right to indemnification and insurance coverage following the consummation of the merger. The Providence board of directors was aware of these interests and considered these\ninterests, among other matters, when making its decision to approve the merger and merger agreement, and in recommending that shareholders approve the

-20-

\nProvidence merger proposal. For a more complete description of these interests, please see the section entitled “The Merger—Interests of Providence’s Directors and Executive\nOfficers in the Merger” beginning on page 61.

Termination of the merger agreement could negatively affect Providence or Valley.

If the merger is not completed for any reason, including as a result of Providence shareholders failing to approve the Providence merger\nproposal, there may be various adverse consequences. For example, Valley or Providence’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without\nrealizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of Valley common stock could decline to the extent that the current market prices reflect a market assumption\nthat the merger will be completed. If the merger agreement is terminated under certain circumstances, Providence may be required to pay a termination fee of $11,115,000 to Valley. See the section entitled “The Merger\nAgreement—Termination Fee” on page 90 for a complete discussion of the circumstances under which any such termination fee will be required to be paid.

Providence will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Providence. These uncertainties may impair\nProvidence’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Providence to seek to change existing business relationships with Providence. In addition,\nsubject to certain exceptions, Providence has agreed to operate its business in the ordinary course prior to closing, and not to take certain actions which could cause Providence to be unable to pursue other beneficial opportunities that may arise\nprior to the completion of the merger. See the section entitled “The Merger Agreement—Covenants and Agreements” beginning on page 79 for a description of the restrictive covenants applicable to Valley and Providence.

The shares of Valley common stock to be received by holders of Providence common stock as a result of the merger will have different rights from the shares\nof Providence common stock.

In the merger, holders of Providence common stock will become holders of Valley common stock and while\ntheir rights as shareholders will be governed by New Jersey law, their rights as shareholders of Valley will be governed by the governing documents of Valley. The rights associated with Valley common stock are different from the rights associated\nwith Providence common stock. See the section entitled “Comparison of Shareholders’ Rights” beginning on page 103 for a discussion of the different rights associated with Valley common stock.

Holders of Providence common stock will have a reduced ownership and voting interest in Valley after the merger and will exercise less influence over\nmanagement.

Holders of Providence common stock currently have the right to vote in the election of the board of directors and on other\nmatters affecting Providence. When the merger is completed, holders of Providence common stock will become holders of Valley common stock, with a percentage ownership of Valley that is smaller than the holder’s percentage ownership of\nProvidence. Based on the number of shares of Valley and Providence common stock outstanding as of the close of business on the record date, and based on the number of shares of Valley common stock expected to be issued in the merger, the former\nholders of Providence common stock, as a group, are estimated to own approximately [ ] percent ([ ]%) of the fully diluted shares of Valley immediately after the merger. Because of this, holders of Providence\ncommon stock will have less influence on the management and policies of Valley than they now have on the management and policies of Providence.

-21-

Holders of Providence common stock have appraisal rights and dissenters’ rights in the merger.\n

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to\ndissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in\nconnection with the extraordinary transaction. If the merger agreement is adopted by Providence shareholders, Providence shareholders who vote against the approval of the merger agreement and who properly demand payment of the fair value of their\nshares of Providence common stock under the applicable provisions of the IBCA will be entitled to appraisal rights in connection with the merger under the applicable provisions of the IBCA. Neither Providence nor Valley can predict the number of\nProvidence shareholders who will seek payment of fair cash value of their shares. See the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 69.

The merger agreement limits Providence’s ability to pursue alternatives to the merger and may discourage other companies from trying to acquire\nProvidence.

The merger agreement contains “no shop” covenants that restrict Providence’s ability to, directly or\nindirectly, initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to, engage or participate in any negotiations with any person concerning, provide any confidential or nonpublic information or data\nto, or have or participate in any discussions with, any person relating to, any acquisition proposal, subject to certain exceptions, or, during the term of the merger agreement, approve or enter into any term sheet, letter of intent, commitment,\nmemorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement relating to any acquisition proposal (whether written or oral, binding or nonbinding).

The merger agreement further provides that, during the twelve (12)-month period following the termination of the merger agreement under\nspecified circumstances, including the entry into a definitive agreement or consummation of a transaction with respect to an alternative acquisition proposal, Providence may be required to pay to Valley a cash termination fee equal to $11,115,000.\nSee the section entitled “The Merger Agreement—Termination Fee” beginning on page 90.

These provisions could\ndiscourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of Providence from considering or proposing that acquisition.

The merger agreement subjects Providence to certain restrictions on its business activities prior to the effective time.

The merger agreement subjects Providence to certain restrictions on its business activities prior to the effective time. Subject to certain\nspecified exceptions, the merger agreement obligates Providence to, and to cause each of its subsidiaries to, (a) conduct its business in the ordinary course in all material respects consistent with past practice, (b) use commercially\nreasonable best efforts to maintain and preserve intact its business organization, and relationships with employees, customers, and governmental entities, and advantageous business relationships and (c) take no action that would be reasonably\nexpected to adversely affect or materially delay the ability to obtain any necessary approvals of any regulatory agency or other governmental entity required for the transactions contemplated by the merger agreement or the ability of Providence to\nperform its covenants and agreements under the merger agreement or to consummate the transactions contemplated by the merger agreement on a timely basis. These restrictions could prevent Providence from pursuing certain business opportunities that\narise prior to the effective time. See the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business Prior to the Completion of the Merger” beginning on page 79.

-22-

The opinion of Providence’s financial advisor delivered to the Providence board of directors prior\nto the signing of the merger agreement will not reflect changes in circumstances occurring after the date of such opinion.

The opinion\nof Providence’s financial advisor was delivered on, and dated, August 24, 2026. Changes in the operations and prospects of Valley and Providence, general market and economic conditions and other factors which may be beyond the control of\nValley and Providence may have altered the value of Valley or Providence or the price of shares of Valley common stock as of the date of this proxy statement/prospectus, or may alter such values and price by the time the merger is completed. The\nopinion does not speak as of the time the merger will be completed or as of any date other than the date of the opinion. See the section entitled “The Merger—Opinion of Providence’s Financial Advisor” beginning on\npage 43.

Risks Relating to Valley’s Business

You should read and consider risk factors specific to Valley’s business that will also affect Valley after the merger. These risks are\ndescribed in the sections entitled “Risk Factors” in Valley’s Annual Report on Form 10-K most recently filed with the SEC and in other documents incorporated by reference into this proxy\nstatement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy\nstatement/prospectus.

-23-

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS\n

This proxy statement/prospectus contains statements regarding the merger between Valley and Providence; future financial and\noperating results; benefits and synergies of the transaction; future opportunities for the surviving corporation; the issuance of common stock of Valley contemplated by the merger agreement; the expected timing of the closing of the merger; the\nability of the parties to complete the merger considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the federal securities laws, including the\nmeaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. From\ntime to time, oral or written forward-looking statements may also be included in other information released to the public. Such forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or\nphrases such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is\nexpected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,”\n“will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases\n(including where the word “could,” “may,” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result,\noccurrence, plan or objective. Forward-looking statements include all statements other than statements of historical fact, including forecasts or trends, and are based on current expectations, assumptions, estimates, and projections about Valley and\nProvidence or related to the merger and are subject to significant risks and uncertainties that could cause actual results to differ materially from the results expressed in such statements.

These forward-looking statements may include information about the surviving corporation’s possible or assumed future economic\nperformance or future results of operations, including future revenues, income, expenses, provision for credit losses, provision for taxes, effective tax rate, earnings per share and cash flows and the surviving corporation’s future capital\nexpenditures and dividends, future financial condition and changes therein, including changes in the surviving corporation’s loan portfolio and allowance for credit losses, changes in deposits, borrowings and the investment securities\nportfolio, future capital structure or changes therein, as well as the plans and objectives of management for the surviving corporation’s future operations, future or proposed acquisitions, the future or expected effect of acquisitions on the\nsurviving corporation’s operations, results of operations, financial condition, and future economic performance, statements about the anticipated benefits of the proposed transaction, and statements about the assumptions underlying any such\nstatement.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors,\nin addition to the factors relating to the merger discussed under the caption entitled “Risk Factors” beginning on page 18 and the factors previously disclosed in Valley’s reports filed with the SEC and incorporated by\nreference into this proxy statement/prospectus, which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance:

\n\n\n\n\n

•

the risk that the cost savings and synergies from the merger may not be fully realized or may take longer than\nanticipated to be realized;

\n\n\n\n\n

•

disruption to Valley’s business and to Providence’s business as a result of the announcement and\npendency of the merger;

\n\n\n\n\n

•

the risk that the integration of Providence’s business and operations into Valley will be materially\ndelayed or will be more costly or difficult than expected, or that Valley is otherwise unable to successfully integrate Providence’s business into its own, including as a result of unexpected factors or events;

\n\n\n\n\n

•

the failure to obtain the necessary approval by the shareholders of Providence;

\n\n\n\n\n

•

the ability of each of Valley and Providence to obtain required governmental approvals of the merger on the\ntimeline expected, or at all, and the risk that such approvals may result in the imposition of

-24-

\n\n\n

\nconditions that could adversely affect Valley after the closing of the merger or adversely affect the expected benefits of the merger;

\n\n\n\n\n

•

reputational risk and the reaction of each company’s customers, suppliers, employees or other business\npartners to the merger;

\n\n\n\n\n

•

the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing\nthe merger or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;

\n\n\n\n\n

•

the possibility that the merger may be more expensive to complete than anticipated, including as a result of\nunexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement\nor completion of the merger, and Valley’s ability to complete the acquisition and integration of Providence successfully;

\n\n\n\n\n

•

the dilution caused by the issuance of additional shares of Valley’s common stock in the merger;\n

\n\n\n\n\n

•

Valley’s revenues after the merger may be less than expected;

\n\n\n\n\n

•

the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against\nValley before or after the merger, or against Providence;

\n\n\n\n\n

•

diversion of management’s attention from ongoing business operations;

\n\n\n\n\n

•

general competitive, economic, political and market conditions and other factors that may affect future results\nof Valley and Providence;

\n\n\n\n\n

•

changes in economic and market conditions that affect the number and value of the assets of Valley National Bank\nand Providence Bank;

\n\n\n\n\n

•

inaccuracy of the assumptions and estimates that the managements of Valley or Providence make in establishing\nreserves for probable loan losses and other estimates;

\n\n\n\n\n

•

lack of liquidity, including as a result of a reduction in the amount of sources of liquidity, that Valley or\nProvidence currently have;

\n\n\n\n\n

•

material increases or decreases in the amount of deposits held by Valley National Bank or Providence Bank and the\ncost of those deposits;

\n\n\n\n\n

•

access to the debt and equity markets and the overall cost of funding operations;

\n\n\n\n\n

•

changes in market interest rates that affect the pricing of the loans and deposits of each of Valley National\nBank and Providence Bank, and the net interest income of each of Valley National Bank and Providence Bank;

\n\n\n\n\n

•

fluctuations in the market value and liquidity of the securities Valley and Providence hold for sale, including\nas a result of changes in market interest rates;

\n\n\n\n\n

•

effects of competition from a wide variety of local, regional, national and other providers of financial,\ninvestment and insurance services;

\n\n\n\n\n

•

the occurrence of market conditions adversely affecting the financial industry generally;

\n\n\n\n\n

•

the impact of recent and future legislative and regulatory changes, including changes in banking, securities and\ntax laws and regulations and their application by Valley’s regulators, such as the Dodd-Frank Act, and changes in federal government policies;

\n\n\n\n\n

•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial\nAccounting Standards Board, the SEC and the Public Company Accounting Oversight Board, as the case may be;

-25-

\n\n\n\n\n

•

governmental monetary and fiscal policies, including the policies of the Federal Reserve;

\n\n\n\n\n

•

changes in the scope and cost of FDIC insurance and other coverage;

\n\n\n\n\n

•

changes in inflation;

\n\n\n\n\n

•

an increase in the rate of personal or commercial customers’ bankruptcies;

\n\n\n\n\n

•

technology-related changes may be harder to make or may be more expensive than expected;

\n\n\n\n\n

•

attacks on the security of, and breaches of, Valley’s or Providence’s digital information systems,\nthe costs Valley or Providence incurs to provide security against such attacks and any costs and liability Valley or Providence may incur in connection with any breach of those systems;

\n\n\n\n\n

•

the potential impact of technology and “FinTech” entities and digital currencies on the banking\nindustry generally;

\n\n\n\n\n

•

the impacts related to or resulting from bank failures and other volatility, including potential increased\nregulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions,\nincluding us, to attract and retain depositors and to borrow or raise capital;

\n\n\n\n\n

•

the effects of social media on market perceptions of Valley or Providence and banks generally;\n

\n\n\n\n\n

•

volatility and disruptions in global capital, foreign exchange and credit markets;

\n\n\n\n\n

•

the ability of the surviving corporation to successfully identify acquisition targets and integrate the\nbusinesses of acquired companies and banks;

\n\n\n\n\n

•

the possibility that the surviving corporation will be unable to sustain its current internal growth rate and\ntotal growth rate, or achieve its sales objectives;

\n\n\n\n\n

•

the possibility that credit quality could deteriorate;

\n\n\n\n\n

•

the potential changes in customer and consumer demand, including customer and consumer response to marketing;\n

\n\n\n\n\n

•

the possibility that effectiveness of spending, investments or programs will decline;

\n\n\n\n\n

•

fluctuations in the cost and availability of supply chain resources;

\n\n\n\n\n

•

changes in economic conditions, including currency rate, interest rate and commodity price fluctuations;\n

\n\n\n\n\n

•

changes in trade policies by the United States or other countries, such as tariffs or retaliatory tariffs;\n

\n\n\n\n\n

•

the effect, impact, potential duration or other implications of weather and climate-related events; and\n

\n\n\n\n\n

•

other factors that may affect the future results of Valley and Providence.

Additional factors that could cause results to differ materially from those described above can be found in Valley’s filings with the\nSEC that are incorporated by reference into this proxy statement/prospectus, as described in the section entitled “Where You Can Find More Information.”

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. You are cautioned not\nto place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the dates of the documents incorporated by reference in this proxy statement/prospectus and are based on information\navailable at that time. Neither Valley nor Providence assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors\naffecting forward-looking statements that

-26-

\noccur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If Valley or Providence update\none or more forward-looking statements, no inference should be drawn that Valley or Providence will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve significant risks and\nuncertainties, caution should be exercised against placing undue reliance on such statements.

For additional information about factors\nthat could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Valley has filed with the SEC as described under “Where You Can Find More Information” beginning on\npage 118.

Valley and Providence expressly qualify in their entirety all forward-looking statements attributable to either of them\nor any person acting on their behalf by the cautionary statements contained or referred to in this proxy statement/prospectus.

-27-

COMPARATIVE STOCK PRICES AND DIVIDENDS

Valley

The\nfollowing table shows (1) the market value of Valley common stock at the close of business on August 24, 2026, the last trading day prior to the announcement of the merger, and as of the most recent practicable date preceding the date of\nthis proxy statement/prospectus, and (2) the equivalent pro forma value of a share of Providence common stock at such date based on the value of the merger consideration.

For illustration purposes only, if the merger occurs and assuming there are [ ] shares of Providence common stock issued\nand outstanding at the closing of the merger (including [ ] shares of Providence common stock issued and outstanding pursuant to Providence\nin-the-money stock options) and the price per share of Valley common stock received in the merger is equal to $[ ], which was the closing price per\nshare of Valley common stock on [ ], 2026, then Providence shareholders will receive 4.3854 shares of Valley common stock with a value of $[ ] (before adjusting for fractional shares) plus\n$21.47 cash per share not including interest for each share of Providence common stock.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley Common Stock⁽¹⁾			Implied Value of One Share of Providence Common Stock⁽²⁾
August 24, 2026	$	14.10			$	83.30
[ ], 2026	$	[	]		$	[	]

\n\n\n

(1)	Represents the closing price of Valley common stock on the NASDAQ.

\n\n\n

(2)	Calculated by adding (i) the price of Valley common stock on the NASDAQ as of the specified date\nmultiplied by the exchange ratio plus (ii) the cash merger consideration.

As approved by\nValley’s board of directors, Valley declared and paid a $0.11 per share dividend to holders of Valley common stock for the four fiscal quarters of 2023, 2024 and 2025 and the first three fiscal quarters of 2026. On October 20, 2026,\nValley announced it had declared a $0.11 per share dividend to holders of Valley common stock for the fourth fiscal quarter of 2026, payable on January 4, 2026, to shareholders of record as of December 15, 2026.

Valley intends to continue to pay regular quarterly cash dividends on its common stock in the fourth fiscal quarter of 2026 and following the\nmerger, when, as and if declared by Valley’s board of directors out of funds legally available for that purpose and subject to regulatory restrictions. Except as described herein, no dividends payable in the future have been declared by\nValley’s board of directors.

Valley’s dividend policy may change with respect to the payment of dividends as a return on\ninvestment, and Valley’s board of directors may change or eliminate the payment of future dividends at its discretion, without notice to Valley’s shareholders. There can be no assurance that Valley will continue to pay dividends in the\nfuture. Future dividends on Valley’s common stock will depend upon its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, its ability to service any equity or debt obligations\nsenior to the common stock and other factors deemed relevant by the board of directors of Valley.

Providence

There is no established public trading market for the shares of Providence common stock, and no market for Providence common stock is expected\nto develop if the merger does not occur. No registered broker/dealer

-28-

\nmakes a market in the Providence common stock, and no shares of such stock are listed for trading or quoted on any stock exchange or automated quotation system. As of the Providence record date,\nthere were approximately [ ] holders of record of Providence common stock.

The following table shows, for the\nperiods indicated, the high and low sales prices per share for Providence common stock, to the extent management of Providence is aware of such sales, as well as per share dividends paid by Providence on its common stock. Shares of Providence common\nstock are traded by individuals on a personal basis, are infrequent in nature, and Providence may not become aware of all trades in its common stock or the prices at which such trades are completed. The prices shown on the table below are the result\nof limited transactions, including transactions involving Providence, and may not have been representative of the actual fair market value of Providence common stock at the time of the respective transactions. Providence has historically paid\nregular annual dividends on its common stock as depicted in the table below. However, Providence is not legally required to pay such dividends.


	Low		High			Dividend
2024
First Quarter	$	50.00		$	55.00		$	0.32
Second Quarter	$	50.00		$	55.00		$	0.00
Third Quarter	$	50.00		$	55.00		$	0.00
Fourth Quarter	$	50.00		$	55.00		$	0.00
2025
First Quarter	$	50.00		$	55.00		$	0.32
Second Quarter	$	50.00		$	58.00		$	0.00
Third Quarter	$	50.00		$	55.00		$	0.00
Fourth Quarter	$	50.00		$	50.00		$	0.00
2026
First Quarter	$	50.00		$	60.00		$	0.32
Second Quarter	$	55.00		$	60.00		$	0.00
Third Quarter		—			—			—
Fourth Quarter (through [ ], 2026)		—			—			—

Providence’s shareholders are entitled to receive dividends out of legally available funds when, as and\nif declared by the Providence board of directors, in its sole discretion. As an Illinois corporation, Providence is subject to certain restrictions on dividends under the IBCA. Generally, an Illinois corporation may pay dividends to its shareholders\nout of its surplus (the excess of its assets over its liabilities and stated capital) unless the corporation is insolvent or the payment of the dividend would render the corporation insolvent. Federal and state banking laws and regulations and state\ncorporate laws restrict the amount of dividends we may declare and pay and that Providence Bank may declare and pay to Providence.

-29-

THE PROVIDENCE SPECIAL MEETING

This section contains information for Providence shareholders about the Providence special meeting. Providence is mailing or otherwise\ndelivering this proxy statement/prospectus to you, as a Providence shareholder, on or about [ ], 2026. This proxy statement/prospectus is also being delivered to Providence shareholders as Valley’s prospectus for its\noffering of Valley common stock in connection with the merger. This proxy statement/prospectus is accompanied by a notice of the Providence special meeting and a proxy that the Providence board of directors is soliciting for use by Providence\nshareholders at the Providence special meeting and at any adjournments or postponements of the Providence special meeting. References to “you” and “your” in this section are to Providence shareholders.

Date, Time and Place of the Meeting

The\nProvidence special meeting will be held in person on [ ], 2026 at [ ], Central Time, at [ ]. If you hold your shares of Providence common stock in your name as a shareholder of record, you may\nattend the Providence special meeting and cast your vote in person at the Providence special meeting at any time before the closing of the polls at the Providence special meeting.

Matters to Be Considered

At the\nProvidence special meeting, holders of Providence common stock will be asked to consider and vote on the following proposals:

\n\n\n\n\n

•

proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the\nmerger of Providence with and into Valley, with Valley as the surviving corporation (the “merger,” and the proposal, the “Providence merger proposal”); and

\n\n\n\n\n

•

proposal to adjourn or postpone the Providence special meeting, if necessary or appropriate, to solicit\nadditional proxies if there are insufficient votes at the time of such adjournment or postponement to approve the Providence merger proposal (the “Providence adjournment proposal”).

Recommendation of Providence’s Board of Directors

The Providence board of directors has unanimously approved the merger agreement and determined that the merger and the bank merger are\nadvisable and in the best interests of Providence and its shareholders.

Accordingly, the Providence board of directors recommends that\nProvidence shareholders vote as follows:

\n\n\n\n\n

•

“FOR” the Providence merger proposal; and

\n\n\n\n\n

•

“FOR” the Providence adjournment proposal.

Holders of Providence common stock should carefully read this proxy statement/prospectus, including any documents incorporated by reference,\nand the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement. For a more detailed discussion of the Providence board of directors’ recommendation, see the\nsection entitled “The Merger—Providence’s Reasons for the Merger; Recommendation of the Providence Board of Directors” beginning on page 40.

Completion of the merger is conditioned upon the approval of the Providence merger proposal, but is not conditioned upon the approval of the\nProvidence adjournment proposal.

-30-

Record Date; Shareholders Entitled to Vote

The Providence board of directors has set [ ], 2026, as the record date for the Providence special meeting.\nOnly record holders of Providence common stock at the close of business on the record date will be entitled to notice of, to attend and to vote at, the Providence special meeting and any adjournments or postponements thereof. At the close of\nbusiness on the record date, there were [ ] shares of Providence common stock outstanding and entitled to vote at the Providence special meeting held by [ ] record holders.

At the Providence special meeting, each share of Providence common stock is entitled to one (1) vote on all matters properly submitted to\nholders of Providence common stock.

Voting by Providence’s Directors and Executive Officers

At the close of business on the record date for the Providence special meeting, directors of Providence and Providence Bank and their\naffiliates were entitled to vote approximately [ ] shares of Providence common stock, representing approximately [ ]% of the shares of Providence common stock outstanding on the record date.

Each of the directors of Providence and Providence Bank, in their capacities as shareholders, have individually entered into voting agreements\nwith Valley pursuant to which they agreed to vote their beneficially owned shares of Providence common stock in favor of the Providence merger proposal and certain related matters and against alternative transactions. For further information, see\nthe section entitled “The Merger Agreement—Voting Agreements” beginning on page 91.

Quorum and Adjournment

No business may be transacted at the Providence special meeting unless a quorum is present. Holders of a majority of the outstanding shares of\nProvidence common stock entitled to vote at the Providence special meeting must be present, either in person or represented by proxy, to constitute a quorum. If you do not submit a proxy before the Providence special meeting or otherwise vote at the\nProvidence special meeting, your shares of Providence common stock will not be counted toward a quorum. Abstentions are considered present for purposes of establishing a quorum.

Under the Providence bylaws, if a quorum is not present at the Providence special meeting, the Providence shareholders entitled to vote,\npresent in person or represented by proxy, have the power to adjourn the meeting, without further notice other than an announcement at the meeting, to such time and place as may be determined by the Providence board of directors or by the\naffirmative vote of the holders of a majority of the shares represented in person or by proxy at the meeting, until a quorum is present.

All shares of Providence common stock represented at the Providence special meeting, including shares of Providence common stock that are\nrepresented but that abstain and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum.

Participation in the Providence special meeting in accordance with the instructions provided above will constitute presence in person at the\nProvidence special meeting.

Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote\n

-31-

The required votes to approve the Providence proposals are as follows:

Merger proposal:

\n\n\n\n\n

•

Vote required: Assuming a quorum is present, approval of the Providence merger proposal requires the\naffirmative vote of the holders of at least a majority of the outstanding shares of Providence common stock entitled to vote thereon at the Providence special meeting.

\n\n\n\n\n

•

Effect of abstentions and broker non-votes: If you mark\n“ABSTAIN” on your proxy, fail to submit a proxy or vote at the Providence special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Providence merger proposal, it will have the\nsame effect as a vote “AGAINST” the Providence merger proposal.

Adjournment proposal:

\n\n\n\n\n

•

Vote required: Assuming a quorum is present, approval of the adjournment proposal requires the affirmative\nvote of a majority of the votes cast by holders of Providence common stock entitled to vote at the Providence special meeting. Approval of the Providence adjournment proposal is not a condition to the completion of the merger.

\n\n\n\n\n

•

Effect of abstentions and broker non-votes: If you are present at\nthe Providence special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote “AGAINST” the Providence adjournment proposal. If you are not present at the\nProvidence special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

Attending the Special Meeting

If you are\na holder of record of Providence common stock on the record date, you will be able to attend and vote at the Providence special meeting and vote during the meeting. Each person attending the Providence special meeting must present a valid,\ngovernment-issued form of identification in order to be admitted to the Providence special meeting. Each shareholder attending also must provide proof of ownership of shares of Providence common stock as of the record date. If you are a record\nholder, proof of ownership will be established by Providence’s verification of your name against Providence’s list of record holders as of the record date.

If you hold Providence common stock through a broker, bank, trustee or other nominee, you must bring a copy of a statement reflecting your\nstock ownership as of the record date, and if you wish to vote in person, you must also bring a legal proxy from your bank, broker, trustee or other nominee. Due to space limitations, attendance is limited to shareholders and persons holding valid\nlegal proxies from those shareholders. Admission to the Providence special meeting is on a first-come, first-served basis.

If you hold\nyour shares through a bank, broker, trustee or other nominee and you do not want to attend the Providence special meeting, please contact the respective entity for instructions on how to vote your shares of Providence common stock at the Providence\nspecial meeting. Cameras, recording devices, and other electronic devices are not permitted.

Even if you plan to attend the Providence\nspecial meeting, Providence recommends that you vote your shares in advance by proxy as described below so that your vote will be counted if you later decide not to or become unable to attend the Providence special meeting.

Voting and Revocation of Proxies

Proxies, in the form enclosed, which are properly executed and returned and not subsequently revoked, will be voted in accordance with the\ninstructions indicated on the proxies. Any properly executed proxy on which

-32-

\nvoting instructions are not specified will be voted “FOR” the Providence merger proposal and “FOR” the Providence adjournment proposal. The proxy also grants\nauthority to the persons designated in such proxy to vote in accordance with their own judgment if an unscheduled matter is properly brought before the Providence special meeting. The Providence board of directors has appointed Steven Van Drunen and\nPeter Huizenga, Jr. to serve as the proxies for the Providence special meeting.

If you hold your shares of Providence common stock in\nyour name as a shareholder of record, you may attend the Providence special meeting and cast your vote in person at the Providence special meeting at any time before the closing of the polls at the Providence special meeting.

A holder of Providence common stock of record may revoke a previously delivered proxy at any time before it is voted at the Providence special\nmeeting by:

\n\n\n\n\n

•

completing, signing, dating and returning a proxy card with a later date, which must be received by 11:59 p.m.\nCentral Time on the day before the Providence special meeting;

\n\n\n\n\n

•

delivering a duly executed written revocation letter addressed to Providence’s corporate secretary at:\nProvidence Financial Corporation, 630 East 162nd Street, South Holland, Illinois 60473, Attn: Corporate Secretary, which must be received by 11:59 p.m. Central Time on the day before the Providence special meeting;

\n\n\n\n\n

•

attending the Providence special meeting, notifying the corporate secretary and voting by ballot at the\nProvidence special meeting; or

\n\n\n\n\n

•

voting by telephone at a later time (but prior to 11:59 p.m. Central Time on the day before the Providence\nspecial meeting).

If you hold your shares of Providence common stock through a bank, broker, trustee or other nominee,\nyou should contact your bank, broker, trustee or other nominee to change your vote.

Attending the Providence special meeting without\nvoting in person will not revoke your proxy. A revocation or later-dated proxy received by Providence after the vote will not affect the vote. Written notices of revocation and other communications about revoking your proxy card should be addressed\nto:

Providence Financial Corporation

630 East 162nd Street

South\nHolland, Illinois 60473

Attn: Corporate Secretary

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank,\nbroker or other nominee regarding the revocation of proxies.

If the Providence special meeting is postponed or adjourned, it will not\naffect the ability of holders of Providence common stock of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Dissenters’ Rights

Providence\nshareholders are entitled to dissenters’ rights with respect to the Providence merger proposal. These dissenters’ rights are conditioned on strict compliance with requirements of the applicable provisions of the Illinois Business\nCorporation Act of 1983, as amended (the “IBCA”). Please see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger,” and the full text of the applicable provisions of the IBCA, which are\nreproduced in full in Annex D to this proxy statement/prospectus.

-33-

Solicitation of Proxies

The Providence board of directors is soliciting proxies for the Providence special meeting from holders of shares of Providence common stock\nentitled to vote at such special meeting. Providence is responsible for its expenses incurred in preparing, assembling, printing, and mailing this proxy statement/prospectus. Proxies will be solicited through the mail. Additionally, directors and\nofficers of Providence intend to solicit proxies personally or by telephone or other means of communication. The directors and officers of Providence will not be additionally compensated for any such solicitation. Providence will reimburse banks,\nbrokers and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners.

Other\nMatters to Come Before the Providence Special Meeting

Providence management knows of no other business to be presented at the\nProvidence special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Providence board of directors’ recommendations.\n

Assistance

If you have any\nquestions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, please contact Kevin L. Botma at 708-404-9516 or kbotma@providencebank.com.

-34-

PROVIDENCE PROPOSALS

Proposal 1: Providence Merger Proposal

Providence is asking holders of Providence common stock to approve the merger agreement and the transactions contemplated thereby, including\nthe merger. Holders of Providence common stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger\nagreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the Providence board of\ndirectors unanimously (i) determined that the merger and the bank merger are advisable and in the best interests of Providence and its shareholders, (ii) adopted and approved the merger agreement and the transactions contemplated thereby,\n(iii) authorized the execution of the merger agreement, (iv) directed that the merger agreement be submitted to the holders of Providence common stock for approval and (v) recommended approval of the merger agreement and the\ntransactions contemplated thereby by the holders of Providence common stock. See the section entitled “The Merger—Providence’s Reasons for the Merger; Recommendation of the Providence Board of Directors” for a more detailed\ndiscussion of the recommendation of the Providence board of directors.

Approval of the Providence merger proposal is a condition to the\ncompletion of the merger. If the Providence merger proposal is not approved, the merger will not occur. For a detailed discussion of the terms and conditions of the merger, see the section entitled “The Merger—Terms of the Merger.”\n

Vote Required for Approval

Approval\nof the Providence merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Providence common stock entitled to vote on the proposal. If you are a Providence shareholder and mark\n“ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the Providence special meeting on the Providence merger proposal, or if you fail to instruct your bank, broker, trustee or other nominee how to vote with respect\nto the Providence merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

Recommendation of the Providence\nBoard of Directors

THE PROVIDENCE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROVIDENCE MERGER PROPOSAL.

Proposal 2: Providence Adjournment Proposal

The Providence special meeting may be adjourned or postponed, if necessary or appropriate, to solicit additional proxies if there are\ninsufficient votes at the time of such adjournment or postponement to approve the Providence merger proposal.

If, at the Providence\nspecial meeting, the number of shares of Providence common stock present or represented by proxy and voting in favor of the Providence merger proposal is insufficient to approve the Providence merger proposal, Providence intends to move to adjourn\nthe Providence special meeting to enable the Providence board of directors to solicit additional proxies for approval of the Providence merger proposal. In that event, Providence will ask holders of Providence common stock to vote on the Providence\nadjournment proposal, but not the Providence merger proposal.

In this proposal, Providence is asking holders of Providence common stock\nto authorize the holder of any proxy solicited by the Providence board of directors, on a discretionary basis, to vote in favor of adjourning or

-35-

\npostponing the Providence special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of such adjournment or postponement to approve\nthe Providence merger proposal, including the solicitation of proxies from holders of Providence common stock who have previously voted. Under the Providence bylaws, if a quorum is not present at the Providence special meeting, the Providence\nshareholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the Providence special meeting by a vote of the holders of the majority of the shares who are present or represented by proxy at the meeting,\nwithout notice other than announcement at the Providence special meeting, until a quorum shall be present or represented. The approval of the Providence adjournment proposal by holders of Providence common stock is not a condition to the completion\nof the merger.

Vote Required for Approval

The vote on the Providence adjournment proposal is a vote separate and apart from the vote on the Providence merger proposal. Accordingly, if\nyou are a holder of Providence common stock, you may vote to approve the Providence merger proposal and vote not to approve the Providence adjournment proposal, and vice versa. The approval of the Providence adjournment proposal by holders of\nProvidence common stock is not a condition to the completion of the merger.

Assuming a quorum is present, approval of the Providence\nadjournment proposal requires the affirmative vote of the holders of a majority of the shares of Providence common stock present in person or represented by proxy at the Providence special meeting and entitled to vote. If you are a Providence\nshareholder who is present in person or represented by proxy at the Providence special meeting and you mark “ABSTAIN” on your proxy, fail to vote on the Providence adjournment proposal or fail to instruct your bank, broker,\ntrustee or other nominee how to vote with respect to the Providence adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. If you are not present in person or represented by proxy at the Providence\nspecial meeting, it will have no effect on the Providence adjournment proposal.

Recommendation of the Providence Board of Directors

THE PROVIDENCE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROVIDENCE ADJOURNMENT PROPOSAL.

-36-

INFORMATION ABOUT VALLEY

Valley National Bancorp

One Penn\nPlaza

New York, New York 10119

Telephone: (973) 305-8800

Valley’s common stock is traded on the NASDAQ under the symbol “VLY.”

Valley’s principal executive office is located at One Penn Plaza, New York, New York 10119 and its telephone number at that location is\n(973) 305-3380. Valley’s website is https://www.valley.com/. The information on Valley’s website is not part of this proxy statement/prospectus, and the references to the Valley website address do not constitute incorporation by\nreference of any information on that website into this proxy statement/prospectus.

Additional information about Valley and its\nsubsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 118.

-37-

INFORMATION ABOUT PROVIDENCE

Providence Financial Corporation 630 East 162nd Street

South Holland, Illinois 60473

Telephone: (888) 923-5664

Providence Financial Corporation is a one-bank holding company registered with the Federal Reserve under the Bank Holding Company Act of 1956.\nEstablished in 2014 and headquartered in South Holland, Illinois, Providence had consolidated total assets of approximately $1.6 billion, total net loans of $1.1 billion, total deposits of $1.3 billion, and total shareholders’ equity of $194.9\nmillion as of June 30, 2026.

Providence conducts its banking operations primarily through its wholly owned subsidiary, Providence\nBank & Trust (“Providence Bank”), an Illinois-chartered, nonmember commercial bank that commenced operations in 2004. Providence Bank operates across two states, maintaining fifteen (15) offices across greater Chicago,\nIllinois and northwest Indiana, including its main office in South Holland, Illinois. The bank’s branch network includes eight offices in Cook County, Illinois, three offices in DuPage County, Illinois, one office in Will County, Illinois, and\nthree offices in Lake County, Indiana.

Providence is a privately held corporation, and the outstanding shares of Providence common stock\nare not traded on any public market.

Providence’s principal executive office is located at 630 East 162nd Street, South Holland,\nIllinois 60473, and its telephone number at that location is (888) 923-5664. Providence’s website address is https://www.providence.bank/. The information on Providence’s website is not part of this proxy statement/prospectus, and\nthe references to the Providence website address do not constitute incorporation by reference of any information on that website into this proxy statement/prospectus.

-38-

THE MERGER

This section of the proxy statement/prospectus describes material aspects of the merger. This summary may not contain all of the\ninformation that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the merger. In addition, we incorporate important business and\nfinancial information about Valley into this proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled\n“Where You Can Find More Information” beginning on page 118.

Terms of the Merger\n

Each of Valley’s and Providence’s respective board of directors has approved the merger agreement. The merger agreement\nprovides that Providence will merge with and into Valley, with Valley as the surviving corporation. Following the completion of the merger, Providence Bank, a bank chartered under the laws of the State of Illinois and a wholly owned bank subsidiary\nof Providence, will merge with and into Valley National Bank, a national banking association and a wholly owned bank subsidiary of Valley, with Valley National Bank as the surviving bank.

Under the terms and subject to the conditions set forth in the merger agreement, holders of Providence common stock receive (i) $21.47\nwithout interest (the “cash merger consideration”) and (ii) 4.3854 shares (the “exchange ratio”) of Valley common stock (the aggregate consideration described in clauses (i) and (ii), the “merger\nconsideration”) for each share of Providence common stock issued and outstanding immediately prior to the effective time of the merger (excluding dissenting shares and shares of Providence common stock owned by Providence as treasury stock or\notherwise owned by Providence or Valley (in each case other than Providence common stock (a) held in trust accounts, managed or custodial accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are\nbeneficially owned by third parties and (b) held, directly or indirectly, in respect of debts previously contracted)).

No\nfractional shares of Valley common stock will be issued in the merger, and holders of Providence common stock who would otherwise be entitled to receive a fractional share will instead receive an amount in cash (rounded to the nearest cent)\ndetermined by multiplying (i) the average of closing sale prices of Valley common stock on the Nasdaq Stock Market (the “NASDAQ”) as reported by The Wall Street Journal for the five (5) consecutive full trading days\nending on the trading day immediately preceding the closing date (the “Valley share closing price”) by (ii) the fraction of a share (after taking into account all shares of Providence common stock held by such holder immediately\nprior to the effective time and rounded to the nearest thousandth when expressed in decimal form) of Valley common stock which such holder would otherwise be entitled to receive.

Holders of Providence common stock are being asked to approve the merger and the merger agreement. See the section entitled “The Merger\nAgreement” beginning on page 73 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for\nterminating or amending the merger agreement.

Background of the Merger

From time to time and on a regular basis, the Providence board of directors has reviewed and discussed its long-term strategies and objectives,\nconsidering various alternatives to enhance Providence’s shareholder value, performance and prospects in light of competitive factors, geography, risk appetite and other relevant factors, including ongoing consolidation in the financial\nservices industry.

The strategic alternatives considered by Providence included continued organic growth, registration as a\npublic-reporting company, selling to a larger company, acquiring a smaller company, or merging with a similarly

-39-

\nsized company. Keefe, Bruyette & Woods Inc. (“KBW”) and other investment banking firms have periodically assisted Providence with its evaluation of the merits of each\nalternative.

In the second half of 2025, Providence held discussions with several investment banking firms regarding Providence’s\nstrategic alternatives, including a sale of Providence. On January 27, 2026, the Providence board considered three investment banking firms as financial advisor to Providence in connection with a potential sale of Providence and authorized the\nengagement by Providence of KBW.

In late April and May, 2026, in accordance with Providence’s directives, KBW contacted twelve\nfinancial institutions identified as potential buyers of Providence. In June and July, 2026, two rounds of bidding occurred. On July 15, 2026, a 45-day exclusivity agreement was signed with Valley providing a 45-day period to negotiate a\nmutually agreeable merger agreement.

On July 28, 2026 the Providence board of directors agreed to continue preliminary discussions\nabout a potential strategic combination with Valley. On July 28, 2026, Valley’s outside legal counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), sent an initial draft of the merger agreement to\nProvidence’s outside legal counsel, Dickinson Wright LLP (“Dickinson Wright”). Between July 28, 2026 and August 24, 2026, representatives of Valley and Providence, with the assistance of representatives of Wachtell\nLipton, on behalf of Valley, and Dickinson Wright and KBW, on behalf of Providence, negotiated the specific terms of the merger agreement and the related ancillary documents.

On August 24, 2026 a special meeting of the Providence board of directors was held to discuss the proposed merger agreement with Valley,\nProvidence’s due diligence report on Valley, KBW’s financial presentation, and the proposed voting agreement with Valley. The Providence board also reviewed the negotiation history of the exchange ratio, including discussions with Valley\nregarding price, structure and key terms. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Providence board of directors an opinion, dated August 24, 2026, as to the fairness, from a financial point\nof view and as of the date of the opinion, to the holders of Providence common stock of the merger consideration (defined in KBW’s opinion as the cash merger consideration and the stock consideration, taken together) in the proposed merger.\nAfter deliberation, the Providence board of directors determined that the merger and the merger agreement were advisable, fair to, and in the best interests of, Providence and its shareholders, adopted the merger agreement and approved the merger\nand related transactions and recommended the approval of the merger agreement by Providence shareholders.

Also on August 24, 2026,\nthe Valley board of directors met and approved the proposed transaction and the entry into the merger agreement by Valley.

On the evening\nof August 24, 2026, Providence and Valley executed the merger agreement.

The transaction was announced the morning of\nAugust \n25, 2026, before the opening of the financial markets in New York, in a press release jointly issued by Valley and Providence.

Providence’s\n Reasons for the Merger; Recommendation of the Providence Board of Directors

The Providence board of directors believes that\npartnering with Valley will maximize the long-term value of its shareholders’ investment in Providence, and that the merger will provide the combined company with additional resources necessary to compete and expand more effectively in\nIllinois and Indiana.

In reaching a determination to adopt the merger agreement and approve the transactions contemplated thereby,\nincluding the merger, and recommend approval thereof by Providence’s shareholders, the Providence board of directors considered a number of factors, both positive and negative, and potential benefits and detriments of the merger to Providence\nand its shareholders. The Providence board of directors evaluated the

-40-

\nmerger and the merger agreement, in consultation with Providence’s executive management, as well as Providence’s legal and financial advisors, and identified the following factors and\nbenefits of the merger that, among others, the Providence board of directors believes generally support its determination and recommendation:

\n\n\n\n\n

•

the Providence board of directors’ understanding of, and management’s presentations regarding, the\nbusiness capabilities, earnings and growth prospects, current and projected financial and regulatory condition, assets, results of operations, business strategy and current and prospective regulatory environment of both Providence and Valley;\n

\n\n\n\n\n

•

the Providence board of directors’ analysis of other strategic alternatives for Providence, including\ncontinuing to operate as a standalone company and the potential to acquire, be acquired or combine with other third parties, and the risks and uncertainties associated with each alternative, as well as the Providence board of directors’\nassessment that none of these alternatives was reasonably likely to present superior opportunities in the near term for Providence to create greater value for Providence’s shareholders, taking into account the timing and the likelihood of\naccomplishing such alternatives and the risks of execution, as well as business, competitive, industry and market risks;

\n\n\n\n\n

•

the structure of the transaction and the financial and other terms of the merger agreement, including the\nadequacy of the merger consideration, not only in relation to the stock purchase price for Providence common stock, but also in relation to the historical, present and anticipated future operating results and financial position of Providence in\nrelation to the historical, present and anticipated future operating results and financial position of Valley;

\n\n\n\n\n

•

the fact that the portion of the merger consideration to be paid in the form of Valley common stock will provide\nProvidence’s shareholders the opportunity to participate in any future earnings or growth of the combined company and future appreciation in the value of the combined company’s common stock following the transaction;\n

\n\n\n\n\n

•

Providence’s closing condition in the merger agreement that Dickinson Wright PLLC (or other independent\nlegal counsel to Providence) will have rendered its opinion that the merger will qualify as a “reorganization” within Section 368(a) of the Code, and the Providence board of directors’ expectation that Providence’s\nshareholders will not recognize any gain or loss for U.S. federal income tax purposes as a result of the completion of the merger, except with respect to the portion of the merger consideration received in cash and any cash they receive in lieu of\nfractional shares of Valley common stock;

\n\n\n\n\n

•

the results of Providence’s due diligence investigation of Valley, including the Providence board of\ndirectors’ opinion of the reputation, competence, business practices, integrity and experience of Valley and its management;

\n\n\n\n\n

•

that the merger will result in a combined company with greater financial resources and a higher lending limit\nthan Providence would have if it were to continue its operations as an independent entity;

\n\n\n\n\n

•

the anticipated cost savings from expected increases in operating efficiency, reduced payments to vendors and\nthird parties and elimination of duplicative positions, while increasing responsiveness to compliance and regulatory requirements;

\n\n\n\n\n

•

the lack of geographic overlap between Providence and Valley, whereby the merger will expand and diversify the\nareas in which the combined company operates and is expected to result in a high rate of retention of Providence and Valley employees after the announcement of the merger, which retention is expected to benefit the combined company;\n

\n\n\n\n\n

•

the greater size of the combined company will result in less susceptibility to economic downturns and\nProvidence’s management’s view that the combined greater resources provide the combined company greater resiliency;

-41-

\n\n\n\n\n

•

the combined breadth and depth of management will strengthen the resulting team’s expertise and provide an\nability to offset staffing deficiencies and succession issues and greater bench strength;

\n\n\n\n\n

•

Providence’s management’s view that the merger will allow for greater opportunities for\nProvidence’s clients, customers and other constituencies within the communities in which Providence operates, and that the potential synergies, low loan and deposit concentration levels allowing greater growth in all classes of commercial\nlending and diversification resulting from the merger will enhance product offerings and customer service beyond the level believed to be reasonably achievable by Providence on an independent basis;

\n\n\n\n\n

•

the recommendation of Providence’s management in favor of the merger, considered in light of the benefits\nto be received by them in connection with the merger;

\n\n\n\n\n

•

the financial presentation, dated August 24, 2026, of KBW and the opinion, dated August 24, 2026, of\nKBW to the Providence board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Providence common stock of the merger consideration (defined in KBW’s opinion as the cash merger\nconsideration and the stock consideration, taken together) in the proposed merger, as more fully described below under the section entitled “The Merger—Opinion of Providence’s Financial Advisor”;

\n\n\n\n\n

•

that the terms and conditions of the merger agreement, including, but not limited to, the representations,\nwarranties and covenants of the parties, the conditions to closing and the form and structure of the merger consideration, are reasonable;

\n\n\n\n\n

•

subject to certain limits set forth in the merger agreement, the merger consideration is a fixed exchange ratio\nof shares of Providence common stock to Valley common stock; as a result, Providence’s shareholders could benefit from an increase in the trading price of Valley common stock (or a decrease in the trading price of Providence common stock)\nduring the pendency of the merger;

\n\n\n\n\n

•

the ability of the Providence board of directors to change its recommendation that Providence’s\nshareholders vote to approve the merger agreement, subject to the terms and conditions set forth in the merger agreement (including the right of Valley to match any competing bid and the payment of a termination fee by Providence); and\n

\n\n\n\n\n

•

post-transaction indemnification and tail D&O coverage afforded the former directors, officers, employees and\nagents of Providence under the terms of the merger agreement.

The Providence board of directors also identified and\nconsidered a variety of uncertainties and risks concerning the merger, including, but not limited to, the following:

\n\n\n\n\n

•

the possibility that the merger may not be completed, or that its completion may be unduly delayed, for reasons\nbeyond the control of Providence or Valley;

\n\n\n\n\n

•

the regulatory approvals required to complete the merger, the potential length of the regulatory approval process\nand the risks that the regulators could impose materially burdensome regulatory conditions that would allow either party to terminate the merger agreement or refuse to complete the merger;

\n\n\n\n\n

•

the diversion of time, attention and effort required from Providence’s management and employees, and\nProvidence employee attrition, during the period prior to the completion of the merger and the potential effect on Providence’s and Valley’s respective business and relationships with customers, service providers and other stakeholders\n(including creditors), whether or not the merger is completed;

\n\n\n\n\n

•

the risk that certain members of Providence’s management and employees might choose not to remain employed\nwith the combined company;

\n\n\n\n\n

•

the requirement that Providence conduct itself in the ordinary course of business and the other restrictions on\nthe conduct of Providence’s business prior to completion of the merger, which may delay or prevent Providence from undertaking business opportunities that may arise pending completion of the merger;

-42-

\n\n\n\n\n

•

the potential that certain provisions of the merger agreement prohibiting Providence from soliciting, and\nlimiting its ability to respond to, proposals for alternative transactions and requiring the payment of a termination fee that could have the effect of discouraging an alternative proposal;

\n\n\n\n\n

•

the transaction costs and expenses that will be incurred in connection with the merger, including the costs of\nintegrating the businesses of Providence and Valley;

\n\n\n\n\n

•

the risk that benefits and synergies currently expected to result from the merger may not be realized or may not\nbe realized within the expected time period, and the risks associated with the integration of Providence and Valley;

\n\n\n\n\n

•

the merger consideration is a fixed exchange ratio of shares of Providence common stock to Valley common stock;\nas a result, Providence’s shareholders could be adversely affected by a decrease in the trading price of Valley common stock (or an increase in the trading price of Providence common stock) during the pendency of the merger; and\n

\n\n\n\n\n

•

the interests that certain officers and directors of Providence have in the merger.

The foregoing discussion of information and factors considered by the Providence board of directors is not intended to be exhaustive. In light\nof the variety of factors considered in connection with its evaluation of the merger agreement and the transactions contemplated thereby, the Providence board of directors did not find it practicable to, and did not, quantify or otherwise assign\nrelative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Providence board of directors applied his or her own personal business judgment to the process and may have given\ndifferent weight to different factors than other members gave to such factors.

The Providence board of directors unanimously\nrecommends that Providence shareholders vote “FOR” the proposal to approve the merger agreement and “FOR” the Providence adjournment proposal.

Each of the Providence directors has entered into a voting agreement with Valley, pursuant to which such director has agreed to vote in favor\nof the merger agreement at the Providence special meeting in his or her capacity as a shareholder of Providence. For more information regarding the voting agreements, please see the section entitled “The Merger Agreement—Voting\nAgreements” beginning on page 91.

Opinion of Providence’s Financial Advisor

Providence engaged KBW to render financial advisory and investment banking services to Providence, including an opinion to the Providence board\nof directors as to the fairness, from a financial point of view, to the common shareholders of Providence of the merger consideration in the proposed merger. Providence selected KBW because KBW is a nationally recognized investment banking firm with\nsubstantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.\n

As part of its engagement, representatives of KBW attended the meeting of the Providence board of directors held on August 24, 2026,\nat which the Providence board of directors evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Providence board of directors an opinion to the effect that, as of such date and\nsubject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration (defined in KBW’s opinion as the cash\nconsideration and the stock consideration, taken together) in the proposed merger was fair, from a financial point of view, to the holders of Providence common stock. The Providence board of directors approved the merger agreement at this meeting.\n

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is\nattached as Annex C to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing\nthe opinion.

-43-

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the\ninformation of, and was directed to, the Providence board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of\nthe merger consideration in the merger to the holders of Providence common stock. It did not address the underlying business decision of Providence to engage in the merger or enter into the merger agreement or constitute a recommendation to the\nProvidence board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Providence common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or any\nother matter, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, support, or shareholders’ agreement with respect to the merger or exercise any dissenters’ or appraisal\nrights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion\nCommittee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of\nProvidence and Valley and bearing upon the merger, including, among other things:

\n\n\n\n\n

•

a draft of the merger agreement dated August 24, 2026 (the most recent draft then made available to KBW);\n

\n\n\n\n\n

•

the audited financial statements for the three fiscal years ended December 31, 2025 of Providence;\n

\n\n\n\n\n

•

the unaudited financial statements for the fiscal quarters ended March 31, 2026 and June 30, 2026 of\nProvidence;

\n\n\n\n\n

•

the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended\nDecember 31, 2025 of Valley;

\n\n\n\n\n

•

the unaudited quarterly financial statements and the Quarterly Reports on Form 10-Q for the fiscal quarters ended\nMarch 31, 2026 and June 30, 2026 of Valley;

\n\n\n\n\n

•

certain regulatory filings of Providence and Valley and their respective subsidiaries, including, as applicable,\nthe quarterly reports on Form FR Y-9C and call reports filed with respect to each quarter during the three-year period ended December 31, 2025, and the quarters ended March 31, 2026 and June 30, 2026;

\n\n\n\n\n

•

certain other interim reports and other communications of Providence and Valley provided to their respective\nshareholders; and

\n\n\n\n\n

•

other financial information concerning the businesses and operations of Providence and Valley furnished to KBW by\nProvidence and Valley or which KBW was otherwise directed to use for purposes of KBW’s analyses.

KBW’s\nconsideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

\n\n\n\n\n

•

the historical and current financial position and results of operations of Providence and Valley;\n

\n\n\n\n\n

•

the assets and liabilities of Providence and Valley;

\n\n\n\n\n

•

the nature and terms of certain other merger transactions and business combinations in the banking industry;\n

\n\n\n\n\n

•

a comparison of certain financial information for Providence and certain financial and stock market information\nfor Valley with similar information for certain other companies, the securities of which are publicly traded;

-44-

\n\n\n\n\n

•

financial and operating forecasts and projections of Providence that were prepared by Providence management,\nprovided to and discussed with KBW by such management, and used and relied upon by KBW at the direction of such management and with the consent of the Providence board of directors; and

\n\n\n\n\n

•

publicly available consensus “street estimates” of Valley, as well as assumed Valley long-term growth\nrates that were provided to KBW by Providence management, all of which information was discussed with KBW by Valley management and used and relied upon by KBW based on such discussions, at the direction of Providence management and with the consent\nof the Providence board of directors.

KBW also performed such other studies and analyses as it considered appropriate\nand took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also\nparticipated in discussions held by the managements of Providence and Valley regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as\nKBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by Providence, with KBW’s assistance, to solicit indications of interest from third parties regarding a potential transaction with\nProvidence.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the\nfinancial and other information that was provided to or discussed with it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such\nverification, accuracy or completeness. KBW relied upon the management of Providence as to the reasonableness and achievability of the financial and operating forecasts and projections of Providence referred to above (and the assumptions and bases\ntherefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts\nand in the time periods estimated by such management. KBW further relied, with the consent of Providence, upon Valley management as to the reasonableness and achievability of the publicly available consensus “street estimates” of Valley\nand the assumed Valley long-term growth rates, all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information represented reasonable estimates and that the forecasts and projections\nreflected in such information would be realized in the amounts and in the time periods estimated.

It is understood that the portion of\nthe foregoing financial information of Providence and Valley that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus\n“street estimates” of Valley referred to above, was based on numerous variables and assumptions that are inherently uncertain and, accordingly, actual results could vary significantly from those set forth in such information. KBW\nassumed, based on discussions with the managements of Providence and Valley and with the consent of the Providence board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no\nview as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness\nthereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations,\nbusiness or prospects of either Providence or Valley since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for credit\nlosses and KBW assumed, without independent verification and with Providence’s consent, that the aggregate allowances for credit losses for each of Providence and Valley are adequate to cover such losses. In rendering its opinion, KBW did not\nmake or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Providence or Valley, the collateral securing any of such assets or liabilities, or the collectability of any\nsuch assets, nor did

-45-

\nKBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Providence or Valley under any state or federal laws, including those\nrelating to bankruptcy, insolvency or other matters. KBW made note of the classification by Providence and Valley of their respective loans and owned securities as either held to maturity or held for investment, on the one hand, or available or held\nfor sale, on the other hand, and also reviewed reported fair value marks-to-market and other reported valuation information, if any, relating to such loans or owned securities contained in the parties’ respective financial statements, but KBW\nexpressed no view as to any such matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to\nuncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects\nmaterial to its analyses:

\n\n\n\n\n

•

that the merger and any related transactions (including, without limitation, the bank merger) would be completed\nsubstantially in accordance with the terms set forth in the merger agreement (the final terms of which KBW assumed would not differ in any respect material to KBW’s analyses from the draft reviewed by KBW and referred to above), with no\nadjustments to the merger consideration and no other consideration or payments in respect of Providence common stock;

\n\n\n\n\n

•

that the representations and warranties of each party in the merger agreement and in all related documents and\ninstruments referred to in the merger agreement were true and correct;

\n\n\n\n\n

•

that each party to the merger agreement and all related documents would perform all of the covenants and\nagreements required to be performed by such party under such documents;

\n\n\n\n\n

•

that there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or\ngovernmental approval for the merger or any related transactions and that all conditions to the completion of the merger and any related transactions would be satisfied without any waivers or modifications to the merger agreement or any of the\nrelated documents; and

\n\n\n\n\n

•

that in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the\nmerger and any related transactions, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of\noperations or financial condition of Providence, Valley or the pro forma entity, or the contemplated benefits of the merger.

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as\namended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Providence that Providence relied upon advice from its advisors\n(other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Providence, Valley, the merger and any related transactions, and the merger agreement. KBW did not provide\nadvice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date\nof the opinion, of the merger consideration to the holders of Providence common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transactions (including the bank merger or\nthe redemption by Providence of the outstanding preferred stock of Providence immediately prior to the effective time), including without limitation, the form or structure of the merger or any such related transactions (including the form or\nstructure of the merger consideration or the allocation thereof between cash and stock), the treatment of the outstanding preferred stock of Providence in connection with the merger, any consequences of the merger or any such related transactions to\nProvidence, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder, charitable foundation or other agreements, arrangements or understandings contemplated\nor entered into in connection with the merger or otherwise. KBW’s opinion was necessarily based upon conditions as they

-46-

\nexisted and could be evaluated on the date of such opinion and the information made available to KBW through the date of such opinion. There is currently significant volatility in the stock and\nother financial markets arising from global tensions and political division, economic uncertainty, recently announced actual or threatened imposition of tariff increases, inflation, and prolonged higher interest rates. Developments subsequent to the\ndate of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW\nexpressed no view or opinion with respect to:

\n\n\n\n\n

•

the underlying business decision of Providence to engage in the merger or any related transactions or enter into\nthe merger agreement;

\n\n\n\n\n

•

the relative merits of the merger or any related transactions as compared to any strategic alternatives that are,\nhave been or may be available to or contemplated by Providence or the Providence board of directors;

\n\n\n\n\n

•

the fairness of the amount or nature of any compensation to any of Providence’s officers, directors or\nemployees, or any class of such persons, relative to the compensation to the holders of Providence common stock;

\n\n\n\n\n

•

the effect of the merger or any related transactions on, or the fairness of the consideration to be received by,\nholders of any class of securities of Providence (other than holders of Providence common stock solely with respect to the merger consideration (as described in KBW’s opinion) and not relative to the consideration to be received by holders of\nany class of preferred stock or other class of securities) or holders of any class of securities of Valley or any other party to any transaction contemplated by the merger agreement;

\n\n\n\n\n

•

whether Valley has sufficient cash, available lines of credit or other sources of funds to enable it to pay the\naggregate cash consideration to the holders of Providence common stock at the closing of the merger; the actual value of Valley common stock to be issued in the merger;

\n\n\n\n\n

•

the prices, trading range or volume at which Valley common stock would trade following the public announcement of\nthe merger or the consummation of the merger;

\n\n\n\n\n

•

any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction\ncontemplated by the merger agreement; or

\n\n\n\n\n

•

any legal, regulatory, accounting, tax or similar matters relating to Providence, Valley, their respective\nshareholders, or relating to or arising out of or as a consequence of the merger or any related transactions (including the bank merger), including whether or not the merger would qualify as a tax-free reorganization for United States federal income\ntax purposes.

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general\nbusiness, economic, market and financial conditions and other matters, which are beyond the control of KBW, Providence and Valley. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future\nresults, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or\nsecurities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration by the Providence board of directors\nin making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Providence board of directors with respect to the fairness of the\nmerger consideration. The type and amount of consideration payable in the merger were determined through negotiation between Providence and Valley and the decision of Providence to enter into the merger agreement was solely that of the Providence\nboard of directors.

The following is a summary of the material financial analyses presented by KBW to the Providence board of directors\nin connection with its opinion. The summary is not a complete description of the financial analyses

-47-

\nunderlying the opinion or the presentation made by KBW to the Providence board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The\nfinancial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving\nvarious determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary\ndescription. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly,\nKBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses\nand factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an indicative merger consideration value of $83.57 per outstanding share\nof Providence common stock, or an implied aggregate transaction value for the proposed merger of approximately $247.7 million (inclusive of the implied transaction value of in-the-money Providence stock options), based on the sum of the cash\nconsideration and the implied value of the stock consideration derived by multiplying the 4.3854x exchange ratio provided for in the merger agreement by the closing price of Valley common stock on August 21, 2026. In addition to the financial\nanalyses described below, KBW reviewed with the Providence board of directors for informational purposes, among other things, the implied transaction multiple for the proposed merger (based on the indicative merger consideration value of $83.57 per\noutstanding share of Providence common stock) of 9.9x Providence’s estimated calendar year 2026 earnings per share (“EPS”) using financial forecasts and projections of Providence provided by Providence management.

Providence Selected Companies Analysis #1. Using publicly available information, KBW compared the financial performance and\nfinancial condition of Providence to 15 selected major exchange-traded banks headquartered in the Midwest region of the U.S. (defined as Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South\nDakota and Wisconsin) with total assets between $500 million and $4 billion. KBW also reviewed the market performance of the selected companies. Mutual holding companies and merger targets were excluded from the selected companies.

The selected companies were as follows (shown by column in descending order of total assets):

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Farmers and Merchants Bancorp, Inc.

Waterstone\nFinancial, Inc.

LCNB Corp.

Isabella Bank Corporation

CF Bankshares, Inc.

Ames National Corporation

Citizens Community Bancorp, Inc.

Hawthorn Bancshares,\nInc.

Ohio Valley Banc Corp.

SB Financial Group,\nInc.

Landmark Bancorp, Inc.

Richmond Mutual Bancorporation,\nInc.

First Capital, Inc.

United Bancorp, Inc.

Central Plains Bancshares, Inc.

To perform this analysis, KBW used profitability and other financial information for the latest 12 months\n(“LTM”) available or as of the end of such period and market price information as of August 21, 2026. In addition, KBW used 2026 and 2027 EPS estimates of the selected companies taken from consensus “street estimates”\nfor the selected companies to the extent publicly available (consensus “street estimates” were not publicly available for six of the selected companies). Where consolidated holding company level financial data for Providence and the\nselected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Data necessary to calculate CET1 Ratio and Total Capital Ratio was not available for Providence and two of the selected companies. Certain financial data\npresented in the tables below may not correspond to the data presented in Providence’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

-48-

KBW’s analysis showed the following concerning the financial performance of Providence\nand the selected companies:


				Selected Companies
	Providence Financial Corporation			Average		Median	25th Percentile		75th Percentile
LTM Core Return on Average Assets⁽¹⁾		1.86	%		1.09	%	1.09	%		0.92	%	1.26	%
LTM Core Return on Average Tangible Common\nEquity⁽¹⁾		16.3	%		12.0	%	11.2	%		10.3	%	14.5	%
LTM Net Interest Margin		4.15	%		3.48	%	3.46	%		3.16	%	3.81	%
LTM Fee Income / Revenue Ratio⁽²⁾		10.5	%		19.9	%	17.3	%		15.2	%	20.9	%
LTM Efficiency Ratio		47.6	%		64.0	%	62.4	%		67.4	%	60.2	%

\n\n\n

(1)	Based on core net income after taxes and before extraordinary items, which excluded gain / (loss) on sale of\nsecurities, amortization of intangibles, and nonrecurring items as defined by S&P Capital IQ Pro.

\n\n\n

(2)	Excluded gains/losses on sale of securities

KBW’s analysis showed the following concerning the financial condition of Providence and the selected companies to the extent publicly\navailable:


				Selected Companies
	Providence Financial Corporation			Average		Median	25th Percentile		75th Percentile
Tangible Common Equity / Tangible Assets		10.48	%⁽¹⁾		9.77	%	9.23	%		8.64	%	10.17	%
CET1 Ratio		—			13.3	%	12.4	%		11.6	%	13.6	%
Total Capital Ratio		—			15.1	%	14.6	%		13.6	%	16.1	%
Loans / Deposits		80.7	%		89.4	%	89.0	%		85.0	%	96.2	%
CRE / TRBC⁽²⁾		317	%		238	%	225	%		193	%	279	%
Loan Loss Reserves / Loans		1.48	%		1.23	%	1.32	%		1.00	%	1.38	%
Nonperforming Assets / Loans + OREO		1.12	%		0.91	%	0.59	%		1.44	%	0.40	%
LTM Net Charge-Offs / Average Loans		0.12	%		0.10	%	0.06	%		0.12	%	0.03	%

\n\n\n

(1)	Reflected consolidated figure.

\n\n\n

(2)	Regulatory definition included Non-Owner Occupied Commercial Real Estate, Construction and Development, and\nMultifamily loans.

In addition, KBW’s analysis showed the following concerning the market performance of the\nselected companies to the extent publicly available:


	Selected Companies
	Average			Median		25th Percentile	75th Percentile
One-Year Stock Price Change		35.2	%		31.1	%	26.2	%	40.3	%
One-Year Total Return		39.6	%		34.9	%	31.1	%	43.6	%
Year-To-Date Stock Price Change		18.7	%		18.5	%	12.6	%	25.7	%
Stock Price / Tangible Book Value per Share		1.34	x		1.41	x	1.22	x	1.49	x
Stock Price / LTM EPS		12.6	x		11.9	x	11.3	x	13.9	x
Stock Price / 2026 Estimated EPS		11.3	x		10.8	x	10.4	x	12.0	x
Stock Price / 2027 Estimated EPS		10.0	x		10.1	x	9.7	x	10.4	x
Dividend Yield		2.6	%		2.6	%	2.1	%	3.1	%
LTM Dividend Payout		31.9	%		32.1	%	23.4	%	40.4	%

-49-

No company used as a comparison in the above selected companies analysis is identical to\nProvidence. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Providence Selected Companies Analysis #2. Using publicly available information, KBW compared the financial performance and\nfinancial condition of Providence to 20 selected major exchange-traded U.S. banks with total assets between $750 million and $2.5 billion and CRE / TRBC ratios above 300%. KBW also reviewed the market performance of the selected companies. Mutual\nholding companies and merger targets were excluded from the selected companies.

The selected companies were as follows (shown by column\nin descending order of total assets):

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

John Marshall Bancorp, Inc.

Commercial\nBancgroup, Inc.

First Community Corporation

Hanover Bancorp,\nInc.

Franklin Financial Services Corporation

Princeton\nBancorp, Inc.

MainStreet Bancshares, Inc.

LCNB Corp.

Northeast Community Bancorp, Inc.

Citizens Community Bancorp,\nInc.

ECB Bancorp, Inc.

Broadway Financial\nCorporation

Union Bankshares, Inc.

Richmond Mutual\nBancorporation, Inc.

Riverview Bancorp, Inc.

AmeriServ\nFinancial, Inc.

GBank Financial Holdings Inc.

OptimumBank\nHoldings, Inc.

Provident Financial Holdings, Inc.

Summit\nState Bank

To perform this analysis, KBW used profitability and other financial information for the latest 12 months\navailable or as of the end of such period and market price information as of August 21, 2026. In addition, KBW used 2026 and 2027 EPS estimates of the selected companies taken from consensus “street estimates” for the selected\ncompanies to the extent publicly available (consensus “street estimates” were not publicly available for six of the selected companies). Where consolidated holding company level financial data for Providence and the selected companies\nwas unreported, subsidiary bank level data was utilized to calculate ratios. Data necessary to calculate CET1 Ratio and Total Capital Ratio was not available for Providence and three of the selected companies. Certain financial data presented in the\ntables below may not correspond to the data presented in Providence’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Providence and the selected companies:


				Selected Companies
	Providence Financial Corporation			Average		Median	25th Percentile		75th Percentile
LTM Core Return on Average Assets⁽¹⁾		1.86	%		0.95	%	0.87	%		0.61	%	1.16	%
LTM Core Return on Average Tangible Common\nEquity⁽¹⁾		16.3	%		9.8	%	9.7	%		6.5	%	14.0	%
LTM Net Interest Margin		4.15	%		3.43	%	3.34	%		2.98	%	3.74	%
LTM Fee Income / Revenue Ratio⁽²⁾		10.5	%		14.6	%	12.3	%		8.2	%	20.9	%
LTM Efficiency Ratio		47.6	%		64.3	%	63.1	%		70.2	%	60.2	%

\n\n\n

(1)	Based on core net income after taxes and before extraordinary items, which excluded gain / (loss) on sale of\nsecurities, amortization of intangibles, and nonrecurring items as defined by S&P Capital IQ Pro.

\n\n\n

(2)	Excluded gains/losses on sale of securities.

-50-

KBW’s analysis showed the following concerning the financial condition of Providence\nand the selected companies to the extent publicly available:


				Selected Companies
	Providence Financial Corporation			Average		Median	25th Percentile		75th Percentile
Tangible Common Equity / Tangible Assets		10.48	%⁽¹⁾		9.66	%	9.26	%		8.06	%	10.92	%
CET1 Ratio		—			13.6	%	13.6	%		12.8	%	14.4	%
Total Capital Ratio		—			15.0	%	14.8	%		14.1	%	15.3	%
Loans / Deposits		80.7	%		97.6	%	99.7	%		88.4	%	102.6	%
CRE / TRBC⁽²⁾		317	%		375	%	350	%		336	%	398	%
Loan Loss Reserves / Loans		1.48	%		1.06	%	1.00	%		0.88	%	1.29	%
Nonperforming Assets / Loans + OREO		1.12	%		0.99	%	0.75	%		1.18	%	0.12	%
LTM Net Charge-Offs / Average Loans		0.12	%		0.16	%	0.03	%		0.15	%	0.01	%

\n\n\n

(1)	Reflected consolidated figure.

\n\n\n

(2)	Regulatory definition included Non-Owner Occupied Commercial Real Estate, Construction and Development, and\nMultifamily loans.

In addition, KBW’s analysis showed the following concerning the market performance of the\nselected companies to the extent publicly available (excluding the impact of the LTM EPS multiples of three of the selected companies, which multiples were considered not meaningful because they were less than 0.0X or greater than 30.0x, and\nexcluding the impact of the LTM dividend payout ratio of one of the selected companies, which ratio was considered not meaningful because it was greater than 100.0%):


	Selected Companies
	Average			Median		25th Percentile	75th Percentile
One-Year Stock Price Change		27.4	%		24.4	%	13.7	%	31.1	%
One-Year Total Return		30.2	%		27.7	%	17.2	%	34.9	%
Year-To-Date Stock Price Change		23.2	%		17.7	%	12.9	%	22.8	%
Stock Price / Tangible Book Value per Share		1.21	x		1.11	x	0.98	x	1.53	x
Stock Price / LTM EPS		13.0	x		12.2	x	11.2	x	15.1	x
Stock Price / 2026 Estimated EPS		12.1	x		11.2	x	10.8	x	13.1	x
Stock Price / 2027 Estimated EPS		10.2	x		10.2	x	9.0	x	10.9	x
Dividend Yield		2.0	%		1.9	%	1.1	%	3.2	%
LTM Dividend Payout		25.0	%		24.8	%	8.1	%	34.5	%

No company used as a comparison in the above selected companies analysis is identical to Providence.\nAccordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Valley Selected Companies Analysis #1. Using publicly available information, KBW compared the financial performance, financial\ncondition and market performance of Valley to 26 selected major exchange-traded U.S. banks with total assets between $30 billion and $100 billion. Mutual holding companies, merger targets and banks headquartered in Puerto Rico were excluded from the\nselected companies.

-51-

The selected companies were as follows (shown by column in descending order of total\nassets):

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Western Alliance Bancorporation

Zions\nBancorporation, National Association

Flagstar Bank, National Association

East West Bancorp, Inc.

First Horizon Corporation

Wintrust Financial Corporation

Old National Bancorp

UMB Financial Corporation

SouthState Bank Corporation

Columbia Banking System, Inc.

Cullen/Frost Bankers, Inc.

BOK Financial Corporation

Associated Banc-Corp

F.N.B. Corporation

Prosperity Bancshares,\nInc.

Bank OZK

Atlantic Union Bankshares Corporation

Hancock Whitney Corporation

Commerce Bancshares, Inc.

Banc of California, Inc.

BankUnited, Inc.

Fulton Financial Corporation

Texas Capital Bancshares, Inc.

United Bankshares, Inc.

Glacier Bancorp, Inc.

Eastern Bankshares, Inc.

To perform this analysis, KBW used profitability and other financial information for the latest 12 months\navailable or as of the end of such period and market price information as of August 21, 2026. In addition, KBW used 2026 and 2027 EPS estimates of Valley and the selected companies taken from publicly available consensus “street\nestimates.” Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Certain financial data presented in the tables below may not correspond\nto the data presented in Valley’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Valley and the selected companies:


				Selected Companies
	Valley National Bancorp			Average		Median	25th Percentile		75th Percentile
LTM Core Return on Average Assets⁽¹⁾		1.09	%		1.28	%	1.31	%		1.15	%	1.53	%
LTM Core Return on Average Tangible Common\nEquity⁽¹⁾		12.2	%		14.4	%	14.9	%		13.0	%	15.8	%
LTM Net Interest Margin		3.15	%		3.46	%	3.52	%		3.26	%	3.67	%
LTM Fee Income / Revenue Ratio⁽²⁾		13.2	%		18.7	%	18.4	%		13.1	%	21.4	%
LTM Efficiency Ratio		55.4	%		54.7	%	55.0	%		59.5	%	48.6	%

\n\n\n

(1)	Based on core net income after taxes and before extraordinary items, which excluded gain / (loss) on sale of\nsecurities, amortization of intangibles, and nonrecurring items as defined by S&P Capital IQ Pro.

\n\n\n

(2)	Excluded gains/losses on sale of securities.

-52-

KBW’s analysis showed the following concerning the financial condition of Valley and\nthe selected companies:


				Selected Companies
	Valley National Bancorp			Average		Median	25th Percentile		75th Percentile
Tangible Common Equity / Tangible Assets		8.74	%		9.03	%	8.64	%		8.20	%	9.84	%
CET1 Ratio		10.7	%		12.3	%	12.0	%		11.1	%	13.1	%
Total Capital Ratio		13.8	%		14.6	%	14.2	%		13.7	%	15.4	%
Loans / Deposits		96.9	%		84.7	%	88.2	%		81.9	%	91.3	%
CRE / TRBC⁽¹⁾		329	%		198	%	189	%		156	%	256	%
Loan Loss Reserves / Loans		1.13	%		1.15	%	1.14	%		1.03	%	1.26	%
Nonperforming Assets / Loans + OREO		0.89	%		0.72	%	0.47	%		0.78	%	0.32	%
LTM Net Charge-Offs / Average Loans		0.15	%		0.25	%	0.19	%		0.25	%	0.14	%

\n\n\n

(1)	Regulatory definition included Non-Owner Occupied Commercial Real Estate, Construction and Development, and\nMultifamily loans.

In addition, KBW’s analysis showed the following concerning the market performance of Valley\nand the selected companies (excluding the impact of the LTM EPS multiples, the estimated 2026 EPS multiples and the LTM dividend payout ratios for two of the selected companies, which multiples were considered not meaningful because they were less\nthan 0.0x or greater than 30.0x and which ratios were considered not meaningful because they were less than 0.0% or greater than 100.0%):


				Selected Companies
	Valley National Bancorp			Average		Median	25th Percentile		75th Percentile
One-Year Stock Price Change		46.3	%		19.3	%	21.0	%		12.7	%	27.0	%
One-Year Total Return		51.7	%		22.6	%	25.0	%		14.7	%	30.8	%
Year-To-Date Stock Price Change		21.2	%		12.8	%	12.5	%		7.3	%	18.5	%
Stock Price / Tangible Book Value per Share		1.39	x		1.65	x	1.68	x		1.42	x	1.87	x
Stock Price / LTM EPS		12.0	x		12.3	x	12.3	x		11.3	x	12.9	x
Stock Price / 2026 Estimated EPS		11.1	x		11.6	x	11.6	x		10.8	x	12.6	x
Stock Price / 2027 Estimated EPS		9.2	x		10.6	x	10.4	x		9.9	x	11.4	x
Dividend Yield		3.1	%		2.6	%	2.6	%		2.1	%	3.0	%
LTM Dividend Payout		37.3	%		32.4	%	32.1	%		25.4	%	39.0	%

No company used as a comparison in the above selected companies analysis is identical to Valley. Accordingly,\nan analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Valley Selected Companies Analysis #2. Using publicly available information, KBW compared the financial performance, financial\ncondition and market performance of Valley to 10 selected major exchange-traded U.S. banks with total assets above $10.0 billion and CRE / TRBC ratios over 300%. Mutual holding companies and merger targets were excluded from the selected companies.\n

The selected companies were as follows (shown by column in descending order of total assets):

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Flagstar Bank, National Association

WaFd,\nInc.

Provident Financial Services, Inc.

OceanFirst Financial\nCorp.

Beacon Financial Corporation

Mechanics Bancorp

ServisFirst Bancshares,\nInc.

Dime Commercial Bancshares, Inc.

ConnectOne Bancorp,\nInc.

Burke & Herbert Financial Services Corp.

-53-

To perform this analysis, KBW used profitability and other financial information for the\nlatest 12 months available or as of the end of such period and market price information as of August 21, 2026. In addition, KBW used 2026 and 2027 EPS estimates of Valley and the selected companies taken from publicly available consensus\n“street estimates.” Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Certain financial data presented in the tables below may\nnot correspond to the data presented in Valley’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Valley and the selected companies:


				Selected Companies
	Valley National Bancorp			Average		Median	25th Percentile		75th Percentile
LTM Core Return on Average Assets⁽¹⁾		1.09	%		1.09	%	1.14	%		0.89	%	1.24	%
LTM Core Return on Average Tangible Common\nEquity⁽¹⁾		12.2	%		12.2	%	13.5	%		10.3	%	14.9	%
LTM Net Interest Margin		3.15	%		3.24	%	3.35	%		2.99	%	3.50	%
LTM Fee Income / Revenue Ratio⁽²⁾		13.2	%		10.5	%	10.6	%		9.0	%	12.6	%
LTM Efficiency Ratio		55.4	%		54.5	%	53.1	%		56.8	%	48.9	%

\n\n\n

(1)	Based on core net income after taxes and before extraordinary items, which excluded gain / (loss) on sale of\nsecurities, amortization of intangibles, and nonrecurring items as defined by S&P Capital IQ Pro.

\n\n\n

(2)	Excluded gains/losses on sale of securities.

KBW’s analysis showed the following concerning the financial condition of Valley and the selected companies:


				Selected Companies
	Valley National Bancorp			Average		Median	25th Percentile		75th Percentile
Tangible Common Equity / Tangible Assets		8.74	%		8.82	%	8.61	%		8.37	%	9.09	%
CET1 Ratio		10.7	%		11.8	%	11.7	%		10.9	%	12.0	%
Total Capital Ratio		13.8	%		14.7	%	14.4	%		13.6	%	16.0	%
Loans / Deposits		96.9	%		92.7	%	94.1	%		89.5	%	98.8	%
CRE / TRBC⁽¹⁾		329	%		351	%	340	%		332	%	358	%
Loan Loss Reserves / Loans		1.13	%		1.17	%	1.18	%		1.08	%	1.28	%
Nonperforming Assets / Loans + OREO		0.89	%		1.16	%	0.71	%		1.07	%	0.67	%
LTM Net Charge-Offs / Average Loans		0.15	%		0.21	%	0.21	%		0.33	%	0.05	%

\n\n\n

(1)	Regulatory definition included Non-Owner Occupied Commercial Real Estate, Construction and Development, and\nMultifamily loans.

In addition, KBW’s analysis showed the following concerning the market performance of Valley\nand the selected companies (excluding the impact of the LTM EPS multiple and the estimated 2026 EPS multiple for one of the selected companies, which multiples were considered not meaningful because they were greater than\n

-54-

\n30.0x, and excluding the impact of the LTM dividend payout ratios of two of the selected companies, which ratios were considered not meaningful because they were less than 0.0% or greater than\n100.0%):


				Selected Companies
	Valley National Bancorp			Average		Median	25th Percentile		75th Percentile
One-Year Stock Price Change		46.3	%		21.3	%	19.3	%		15.0	%	25.7	%
One-Year Total Return		51.7	%		25.9	%	26.6	%		17.5	%	31.4	%
Year-To-Date Stock Price Change		21.2	%		17.1	%	17.4	%		11.4	%	20.6	%
Stock Price / Tangible Book Value per Share		1.39	x		1.45	x	1.38	x		1.21	x	1.45	x
Stock Price / LTM EPS		12.0	x		13.9	x	13.6	x		11.5	x	14.8	x
Stock Price / 2026 Estimated EPS		11.1	x		11.4	x	10.7	x		9.9	x	12.1	x
Stock Price / 2027 Estimated EPS		9.2	x		10.0	x	9.4	x		8.9	x	10.6	x
Dividend Yield		3.1	%		4.3	%	3.0	%		2.4	%	4.1	%
LTM Dividend Payout		37.3	%		44.8	%	35.7	%		32.0	%	46.9	%

Selected Transactions Analysis #1. KBW reviewed publicly available information related to 18 selected whole bank acquisitions of\nacquired banks headquartered in the Midwest region of the U.S. announced since January 1, 2024 with an announced deal value between $100 million and $500 million. Transactions involving credit union acquirors or mutual holding company acquirors\nwere excluded from the selected transactions.

The selected transactions were as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Acquiror

Acquired Company

HBT Financial, Inc.

First Financial\nBancorp.

Bank First Corporation

OppFi Inc.

Esquire Financial Holdings, Inc.

Stock Yards Bancorp, Inc.

Farmers National Banc Corp.

HBT Financial, Inc.

First Merchants Corporation

Equity Bancshares, Inc.

First Financial Bancorp.

Bank First Corporation

First Financial Bancorp.

Old Second Bancorp, Inc.

EverBank Financial Corp

German American Bancorp, Inc.

ChoiceOne Financial Services, Inc.

Alerus Financial\nCorporation

Tri-County Financial Group, Inc.

Finward\nBancorp

PSB Holdings, Inc.

BNCCORP, Inc.

Signature Bancorporation, Inc.

Field & Main Bancorp, Inc.

Middlefield Banc Corp.

CNB Bank Shares, Inc.

First Savings Financial Group, Inc.

Frontier Holdings, LLC

BankFinancial Corporation

Centre 1 Bancorp, Inc.

Westfield Bancorp

Bancorp Financial, Inc.

Sterling Bank and Trust, FSB

Heartland BancCorp

Fentura Financial, Inc.

HMN Financial, Inc.

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on\nthe transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective selected transaction\nand, to the extent then publicly available from consensus “street estimates” or

-55-

\npublic investor presentations filed by the transaction parties, the one-year forward EPS estimate for the acquired company at the announcement of the respective selected transaction:

\n\n\n\n\n

•

Price per common share to tangible book value per share of the acquired company (in the case of selected\ntransactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by total tangible common equity);

\n\n\n\n\n

•

Pay to Trade ratio (calculated as the price to tangible book value per share multiple paid in the respective\nselected transaction divided by the acquiror’s standalone closing stock price to tangible book value per share multiple) in the 16 selected transactions in which all or a portion of the transaction consideration was in the form of publicly\ntraded common stock of the acquiror;

\n\n\n\n\n

•

Tangible equity premium to core deposits (total deposits less time deposits greater than $100,000) of the\nacquired company, referred to as core deposit premium;

\n\n\n\n\n

•

Price per common share to LTM core EPS of the acquired company (in the case of selected transactions involving a\nprivate acquired company, this transaction statistic was calculated as total transaction consideration divided by LTM core earnings); and

\n\n\n\n\n

•

Price per common share to estimated EPS of the acquired company for the first full year after the announcement of\nthe respective selected transaction, referred to as FWD EPS, in the case of the nine selected transactions in which FWD EPS estimates for the acquired company were then publicly available from consensus “street estimates” or public\ninvestor presentations filed by the transaction parties at the announcement of the respective selected transaction.

The\nresulting transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the proposed merger based on the indicative merger consideration value of $83.57 per outstanding share of Providence\ncommon stock and using historical financial information for Providence as of, or for the 12-month period ended, June 30, 2026, Valley’s tangible book value per share as of June 30, 2026 and Providence’s estimated 2027 EPS taken\nfrom financial forecasts and projections of Providence provided by Providence management.

The results of the analysis are set forth in\nthe following table (excluding the impact of the LTM EPS multiples of two of the selected transactions, which multiples were considered not meaningful because they were less than 0.0x or greater than 30.0x):


		Valley National Bancorp / Providence Financial Corporation			Selected Transactions
	75th Percentile			Average		Median		25th Percentile
Price / Tangible Book Value Per Share			1.45	x		1.52	x		1.37	x	1.35	x	1.21	x
Pay to Trade			1.04	x		0.88	x		0.77	x	0.81	x	0.65	x
Core Deposit Premium			7.7	%		7.7	%		5.1	%	4.7	%	2.6	%
Price / LTM Core EPS			8.6	x		17.2	x		15.6	x	14.2	x	12.6	x
Price / FWD EPS			9.4	x		14.9	x		12.6	x	14.5	x	9.5	x

No company or transaction used as a comparison in the above selected transaction analysis is identical to\nProvidence or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.\n

Selected Transactions Analysis #2. KBW reviewed publicly available information related to 17 selected U.S. whole bank\nacquisitions announced since January 1, 2024 with an announced deal value between $100 million and $750 million and an acquired company with a CRE / TRBC ratio above 300%. Transactions involving credit union acquirors or mutual holding company\nacquirors were excluded from the selected transactions.

-56-

The selected transactions were as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Acquiror

Acquired Company

Hancock Whitney Corporation

Columbia Financial,\nInc.

OceanFirst Financial Corp.

Burke & Herbert\nFinancial Services Corp.

Home Bancshares, Inc.

Fulton\nFinancial Corporation

Third Coast Bancshares, Inc.

Prosperity\nBancshares, Inc.

First Merchants Corporation

First Financial\nBancorp.

Eastern Bankshares, Inc.

Independent Bank Corp.

NBT Bancorp Inc.

ConnectOne Bancorp, Inc.

ChoiceOne Financial Services, Inc.

Alerus Financial\nCorporation

United Bankshares, Inc.

OFB Bancshares, Inc.

Northfield Bancorp,\nInc.

Flushing Financial Corporation

LINKBANCORP, Inc.

Mountain Commerce Bancorp, Inc.

Blue Foundry Bancorp

Keystone Bancshares, Inc.

Southwest Bancshares, Inc.

First Savings Financial Group, Inc.

BankFinancial Corporation

HarborOne Bancorp, Inc.

Enterprise Bancorp, Inc.

Evans Bancorp, Inc.

The First of Long Island Corporation

Fentura Financial, Inc.

HMN Financial, Inc.

Piedmont Bancorp, Inc.

\n\n\n\n\n

•

price per common share to tangible book value per share of the acquired company (in the case of selected\ntransactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by total tangible common equity);

\n\n\n\n\n

•

pay to trade ratio;

\n\n\n\n\n

•

core deposit premium;

\n\n\n\n\n

•

price per common share to LTM core EPS of the acquired company (in the case of selected transactions involving a\nprivate acquired company, this transaction statistic was calculated as total transaction consideration divided by LTM core earnings); and

\n\n\n\n\n

•

price per common share to estimated FWD EPS of the acquired company in the case of the 14 selected transactions\nin which FWD EPS estimates for the acquired company were then publicly available from consensus “street estimates” or public investor presentations filed by the transaction parties at the announcement of the respective selected\ntransaction.

The resulting transaction statistics for the selected transactions were compared with the corresponding\ntransaction statistics for the proposed merger based on the indicative merger consideration value of $83.57 per outstanding share of Providence common stock and using historical financial information for Providence as of, or for the 12-month period\nended, June 30, 2026, Valley’s tangible book value per share as of June 30, 2026 and Providence’s estimated 2027 EPS taken from financial forecasts and projections of Providence provided by Providence management.

The results of the analysis are set forth in the following table (excluding the impact of the LTM core EPS multiples of three of the selected\ntransactions, which multiples were considered not meaningful because they

-57-

\nwere less than 0.0x or greater than 30.0x, and excluding the impact of the FWD EPS multiple of one of the selected transactions, which multiple was considered not meaningful because it was less\nthan 0.0x):


		Valley National Bancorp / Providence Financial Corporation			Selected Transactions
	75th Percentile			Average		Median		25th Percentile
Price / Tangible Book Value Per Share			1.45	x		1.52	x		1.22	x	1.30	x	0.91	x
Pay to Trade			1.04	x		1.00	x		0.87	x	0.91	x	0.73	x
Core Deposit Premium			7.7	%		4.8	%		2.3	%	3.7	%	(1.2	%)
Price / LTM Core EPS			8.6	x		17.5	x		14.0	x	14.0	x	11.1	x
Price / FWD EPS			9.4	x		11.7	x		11.6	x	10.8	x	10.1	x

Relative Contribution Analysis. KBW analyzed the relative standalone contribution of Valley and Providence to\nvarious pro forma balance sheet and income statement items of the companies. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) historical balance sheet and income statement\ndata for Providence and Valley as of or for the 12-month period ended June 30, 2026, (ii) financial forecasts and projections of Providence provided by Providence management, and (iii) publicly available consensus “street\nestimates” of Valley. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of Valley shareholders and Providence\nshareholders in the combined company based on the 4.3854x exchange ratio of the stock consideration provided for in the merger agreement and also with the implied pro forma ownership percentages of Valley shareholders and Providence shareholders in\nthe combined company hypothetically assuming 100% stock consideration in the merger for illustrative purposes:


Pro Forma Ownership	Valley National Bancorp as a % of Total			Providence Financial Corporation as a % of Total
Ownership at 4.3854x Exchange Ratio of Stock Consideration		97.7	%		2.3	%
Illustrative Ownership at Hypothetical 100% Stock		97.0	%		3.0	%
Balance Sheet
Assets		97.7	%		2.3	%
Gross Loans Held for Investment		98.0	%		2.0	%
Deposits		97.6	%		2.4	%
Tangible Common Equity		97.2	%		2.8	%
Income Statement
LTM Core Earnings⁽¹⁾		96.2	%		3.8	%
2026 Estimated Earnings		96.7	%		3.3	%
2027 Estimated Earnings		97.1	%		2.9	%

\n\n\n

(1)	Core earnings excluded extraordinary items, nonrecurring items and gains/losses on sale of securities.\n

Providence Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of\nProvidence to estimate a range for the implied equity value of Providence. In this analysis, KBW used financial forecasts and projections relating to the net income and assets of Providence provided by Providence management, and KBW assumed discount\nrates ranging from 11.5% to 15.5%. The range of values was derived

-58-

\nby adding (i) the present value of the implied future excess capital available for dividends that Providence could generate over the period from December 31, 2026 through\nDecember 31, 2031 as a standalone company, and (ii) the present value of Providence’s implied terminal value at the end of such period. KBW assumed that Providence would maintain a tangible common equity to tangible asset ratio of\n9.50% and would retain sufficient earnings to maintain that level. In calculating the terminal value of Providence, KBW applied a range of 9.0x to 11.0x to Providence’s estimated 2032 earnings. This dividend discount model analysis resulted in\na range of implied values per share of Providence common stock of $72.97 to $92.95.

The dividend discount model analysis is a widely used\nvaluation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing dividend discount model analysis did\nnot purport to be indicative of the actual values or expected values of Providence.

Valley Dividend Discount Model\nAnalysis. KBW performed a dividend discount model analysis of Valley to estimate a range for the implied equity value of Valley. In this analysis, KBW used publicly available consensus “street estimates” for Valley and assumed\nlong-term growth rates for Valley provided by Providence management, and KBW assumed discount rates ranging from 11.5% to 15.5%. The range of values was derived by adding (i) the present value of the implied future excess capital available for\ndividends that Valley could generate over the period from December 31, 2026 through December 31, 2031 as a standalone company, and (ii) the present value of Valley’s implied terminal value at the end of such period. KBW assumed\nthat Valley would maintain a tangible common equity to tangible asset ratio of 8.50% and would retain sufficient earnings to maintain that level. In calculating the terminal value of Valley, KBW applied a range of 10.0x to 12.0x Valley’s\nestimated 2032 earnings. This dividend discount model analysis resulted in a range of implied values per share of Valley common stock of $13.21 to $17.37.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the\nassumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of Valley or the\npro forma combined entity.

Miscellaneous. KBW acted as financial advisor to Providence in connection with the\nproposed merger and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions,\nnegotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the\nvaluation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses, may from time to time purchase securities from, and sell securities to, Providence and Valley. In addition, as market makers\nin securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of Valley for its and their own respective accounts and for the accounts of its and their respective customers\nand clients.

Pursuant to the KBW engagement agreement, Providence agreed to pay KBW a cash fee equal to 1.25% of the aggregate\nconsideration in the merger, $500,000 of which became payable to KBW with the rendering of its opinion and the balance of which is contingent upon the closing of the merger. Providence also has agreed to reimburse KBW for reasonable out-of-pocket\nexpenses and disbursements incurred in connection with its engagement and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. Other than in connection with\nthe present engagement, KBW did not provide investment banking or financial advisory services to Providence during the two years preceding the date of its opinion. During the two years preceding the date of its opinion, KBW provided investment\nbanking and financial advisory services to Valley and received compensation for such services. KBW acted as left bookrunning manager to Valley in connection with Valley’s May 2026 offering of subordinated notes. KBW may in the future provide\ninvestment banking and financial advisory services to Providence or Valley and receive compensation for such services.

-59-

Certain Unaudited Prospective Financial Information

Valley and Providence do not as a matter of course make public projections as to future performance, revenues, earnings or other financial\nresults due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates of any such projections. However, Providence is including in this proxy statement/prospectus certain unaudited prospective financial\ninformation that was made available by Providence to KBW for the purpose of KBW performing financial analyses in connection with its opinion to the Providence board of directors, as described above under the section entitled “The\nMerger—Opinion of Providence’s Financial Advisor.” This unaudited prospective financial information was prepared solely by the Providence executive management team and was not prepared, provided to, reviewed or approved by Valley\nmanagement or the Valley board of directors. By inclusion of this information, the respective managements and boards of directors of Valley and Providence and Providence’s financial advisor, assume no responsibility for the unaudited\nprospective financial information. The inclusion of this information should not be regarded as an indication that any of Valley, Providence, KBW, their respective representatives or any other recipient of this information considered, or now\nconsiders, it to be necessarily predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such.

The information regarding Providence below was prepared solely by Providence management for internal use and is subjective in many respects.\nWhile presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made solely by Providence management with respect to business, economic, market, competition, regulatory and\nfinancial conditions and matters specific to Providence’s business, all of which are difficult to predict and many of which are beyond Providence’s control. The unaudited prospective financial information of Providence reflects both\nassumptions solely by Providence management as to certain business decisions that are subject to change and, in many respects, subjective judgment solely by Providence management, and thus is susceptible to multiple interpretations and periodic\nrevisions based on actual experience and business developments. No assurance can be given that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. Actual results may differ materially from\nthose set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Providence’s business,\nindustry performance, general business and economic conditions, competition, customer requirements and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, see the sections entitled\n“Risk Factors” beginning on page 18 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 24.

The unaudited prospective financial information was not prepared by Providence management with a view toward public disclosure, nor was it\nprepared with a view toward compliance with GAAP, the prevailing practices in the banking industry, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and\npresentation of prospective financial information. In addition, the unaudited prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in\nValley’s and Providence’s respective historical GAAP financial statements. Neither Valley’s nor Providence’s independent public accountants nor any other independent accountants, have compiled, examined or performed any\nprocedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim\nany association with, the prospective financial information.

Furthermore, the unaudited prospective financial information does not take\ninto account any circumstances or events occurring after the date it was prepared. No assurance can be given that, had the unaudited prospective financial information been prepared as of the date of this proxy statement/prospectus, similar estimates\nand assumptions would be used. Neither Valley nor Providence intends to, and each expressly disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances\nexisting since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect

-60-

\nchanges in general economic or industry conditions. The unaudited prospective financial information does not take into account the possible financial and other effects of the merger and does not\nattempt to predict or suggest future results of the surviving company. The unaudited prospective financial information of Providence is presented strictly on a standalone basis and does not give effect to the merger, including the impact of\nnegotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, the potential synergies that may be achieved by the surviving company as a result of the merger, the effect on Providence of\nany business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger\nagreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the unaudited prospective financial information does not take into account the effect on Providence of any\npossible failure of the merger to occur.

None of Valley, Providence, KBW, or their respective affiliates, officers, directors, advisors\nor other representatives has made, makes or is authorized in the future to make any representation to any shareholder of Valley or Providence or other persons regarding Providence’s ultimate performance compared to the information contained in\nthe unaudited prospective financial information or that the projected results will be achieved. The summary of the unaudited prospective financial information included below is not being included to influence your decision whether to vote for the\nProvidence merger proposal, but is being provided solely because it was made available to KBW in connection with the merger.

In light of\nthe foregoing, and considering that the Providence special meeting will be held many months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Providence\nshareholders are cautioned not to place unwarranted reliance on such information, and all Providence shareholders are urged to review the other information contained elsewhere in this proxy statement/prospectus for a description of Valley’s\nand Providence’s respective businesses, as well as Valley’s most recent SEC filings for a description of its reported financial results. See the section entitled “Where You Can Find More Information” beginning on\npage 118.

In performing financial analyses with respect to Providence, KBW used the following for 2026 and 2027: projected 2026 net\nincome of $23.8 million and projected December 31, 2026 total assets of $1.6 billion prepared by Providence management and estimated net income of $25.0 million for the fiscal year ending December 31, 2027 based on applying an assumed 5.0% growth\nrate provided by Providence management to projected 2026 net income.

The following table presents certain unaudited prospective financial\ninformation regarding Providence for the years ending 2026 and 2027, which KBW used at the direction of Providence management in the financial analyses performed in connection with KBW’s opinion:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	As of and for the years ended December 31,
Metric	2026		2027
Net Income ($ millions)	$	23.8		$	25.0
Total Assets ($ billions)	$	1.6		$	—

Interests of Providence’s Directors and Executive Officers in the Merger

In considering the recommendation of the Providence board of directors that you vote “FOR” approval of the Providence merger\nproposal and the Providence adjournment proposal, holders of Providence common stock should be aware that the directors and executive officers of Providence have interests in the merger that are different from, or in addition to, the interests of\nholders of Providence common stock generally. The Providence

-61-

\nboard of directors was aware of these interests and considered them, among other matters, in making its recommendation that Providence shareholders vote “FOR” approval of the\nProvidence merger proposal and the Providence adjournment proposal.

The following discussion sets forth the interests in the merger of\neach person serving as a director or executive officer of Providence. Except as described below, to the knowledge of Providence, the directors and executive officers of Providence do not have any substantial interest in the merger apart from their\ninterests as shareholders of Providence. The amounts presented in the following discussion do not reflect the impact of applicable withholding or other taxes.

The Providence board of directors was aware of and considered these respective interests, among other matters, in evaluating and negotiating\nthe merger agreement, when deciding to adopt and approve the merger agreement and in making its recommendation that Providence shareholders vote “FOR” approval of the Providence merger proposal and the Providence adjournment proposal.\n

Stock Ownership

At the close\nof business on the record date for the Providence special meeting, the directors of Providence, as a group, beneficially owned and had the power to vote a total of 532,269 shares of Providence common stock, representing approximately 18.9% of the\noutstanding shares. All such shares of Providence common stock beneficially owned by the directors of Providence are expected to be voted in favor of the proposal to approve the merger agreement at the Providence special meeting pursuant to the\nvoting agreements entered into between Valley and each director of Providence. See “The Merger Agreement—Voting Agreements” beginning on page 91.

Treatment of Providence Stock Options

Each of Providence’s directors and executive officers holds Providence stock options. Upon completion of the merger, outstanding\nProvidence stock options will be treated as follows:

\n\n\n\n\n

•

at the effective time, each Providence stock option that is outstanding immediately prior to the effective time\nand that has an exercise price per share of Providence common stock underlying such Providence option that is less than the merger consideration value (each such Providence stock option, an “in-the-money Providence stock option”),\nwhether or not exercisable or vested, will be cancelled without any action on the part of any holder thereof in consideration for the right to receive (without interest) the merger consideration (less applicable tax withholdings pursuant to the\nterms of the merger agreement) in respect of each Providence net option share subject to such in-the-money Providence stock option; and

\n\n\n\n\n

•

at the effective time, any Providence stock option that is not an in-the-money Providence stock option will be\ncancelled for no consideration.

At or prior to the effective time, Providence, the Providence board of directors and\nits compensation committee, as applicable, will adopt any resolutions and take any actions that are necessary for the treatment of the Providence stock options under the merger agreement.

Providence Executive Benefits Agreements

Providence Bank has entered into separate Executive Benefits Agreements, each dated May 20, 2025, with Steven G. Van Drunen, David A.\nDeGroot, Michele Madia-Bradley, Wayne Postma, Clair J. Johnson, and Kimberly Lesniak, which we refer to collectively as the Executive Benefits Agreements. Pursuant to the Executive Benefits Agreements each executive is entitled to receive a\nchange-in-control bonus payment.

-62-

Under the terms of the Executive Benefits Agreements, upon the earlier of (i) the\neffective date of a change in control (provided the executive remains continuously employed by Providence Bank through such date) or (ii) the executive’s termination of employment by Providence Bank other than for cause or by the\nexecutive for good reason, within the period beginning six (6) months prior to a change in control and ending upon the effective date of the change in control, each executive is entitled to receive a single lump-sum cash change-in-control bonus\npayable within five (5) days following the triggering event. The merger will constitute a change in control for purposes of the Executive Benefits Agreements. Accordingly, each executive who remains continuously employed by Providence Bank\nthrough the effective time will be entitled to receive the change-in-control bonus at that time, without any requirement of a termination of employment. The change-in-control bonus is equal to 200% (or 300% in the case of Mr. Van Drunen) of the\nexecutive’s then-current base salary, plus, in the case of a payment triggered by the occurrence of a change in control while employed, a cash equivalent amount, as determined by the Providence Bank board of directors in its sole discretion,\nintended to approximate the value of health continuation coverage. Payment of the change-in-control bonus is subject to repayment by the executive if the executive fails to comply with the obligations set forth in the agreement. Receipt of the\nchange-in-control bonus and the health continuation benefits described below is conditioned on the executive delivering an executed general release of claims within 45 days following the effective date of the change in control or the termination of\nemployment, as applicable, and not revoking that release. If an executive has received the change-in-control bonus or the health continuation benefits and fails to deliver, or revokes, the release, the executive must repay the gross amount received.\n

In addition, upon a termination of employment by Providence Bank other than for cause or by the executive for good reason within the\nperiod beginning six (6) months prior to a change in control and ending upon the effective date of the change in control, Providence Bank will provide the executive and eligible dependents continued coverage under Providence Bank’s\nmedical, dental, and vision plans equivalent to active employee coverage for as long as the executive is eligible for and elects COBRA continuation coverage, with the executive paying the same cost share as active employees. These health\ncontinuation benefits will cease if the executive or dependents become eligible for comparable coverage under a subsequent employer’s plan or to the extent such coverage would result in adverse tax consequences or penalties under\nSection 2716 of the Public Health Service Act or Section 4980D of the Internal Revenue Code of 1986, as amended, which we refer to as the Code.

The Executive Benefits Agreements also contain Section 280G cutback provisions designed to ensure that no payments or benefits payable\nunder the agreements, together with any other payments or benefits provided by Providence Bank or its affiliates under any other plan, agreement, or arrangement, will constitute an “excess parachute payment” under Section 280G(b) of\nthe Code. The present value of all payments and benefits to or for the benefit of the executive that are contingent on a change in control and subject to Section 280G of the Code will not exceed an amount equal to $1.00 less than the maximum amount\nthat Providence Bank and its affiliates may pay without loss of deduction under Section 280G(a) of the Code, with any necessary reductions executed in compliance with Section 409A of the Code. The Executive Benefits Agreements do not provide\nfor any gross-up or reimbursement of excise or other taxes.

The Executive Benefits Agreements have an initial term of two (2) years\ncommencing on May 20, 2025, subject to automatic 12-month extensions beginning on May 20, 2027 and on each anniversary thereafter unless either Providence Bank or the executive provides written notice of non-renewal at least four\n(4) months prior to the applicable anniversary date. If Providence Bank provides notice of non-renewal but a change in control occurs within four (4) months following the effective date of expiration set forth in such notice, the notice of\nnon-renewal will be deemed ineffective and the agreement will remain in effect.

The Executive Benefits Agreements also subject each\nexecutive to customary restrictive covenants, including obligations regarding the nondisclosure of confidential information at all times during and after employment, as well as non-competition and non-solicitation restrictions during employment and\nfor specified post-termination periods.

-63-

Employment Agreement with Steven G. Van Drunen Following the Merger

Effective immediately following the effective time of the merger, contingent upon the closing of the merger, Mr. Van Drunen will serve as\nMarket President of Valley Bank.

In connection with the merger, Valley Bank has entered into an employment agreement with Mr. Van\nDrunen, which we refer to as the Van Drunen Employment Agreement, the term of which will commence upon the effective time of the merger, and will provide for certain compensation and benefits, including severance in connection with Mr. Van\nDrunen’s employment following the closing of the merger. The Van Drunen Employment Agreement provides for an initial term of two (2) years commencing upon the effective time of the merger. The Van Drunen Employment Agreement will\nterminate automatically, with no liability to any party, if the merger agreement is terminated before the merger becomes effective or if Mr. Van Drunen is not employed by Providence Bank immediately prior to the closing of the merger.

The Van Drunen Employment Agreement provides for a base salary of $590,389 per year, eligibility to earn an annual bonus with a target\nincentive opportunity of 30% of base salary beginning in calendar year 2027 (and, for calendar year 2026, continued eligibility for a bonus under Providence Bank’s annual incentive plan to the extent not paid before the effective time), and\neligibility to participate in Valley’s equity and/or other long-term compensation plans covering Mr. Van Drunen and similarly situated executives of Valley.

Pursuant to the terms of the Van Drunen Employment Agreement, in the event of Mr. Van Drunen’s termination of employment without\ncause (and other than due to death or disability) during the term of the agreement, Mr. Van Drunen would be entitled to accrued but unpaid compensation and benefits, and, subject to Mr. Van Drunen’s execution and effectiveness of a\nrelease of claims, (i) normal base salary payments that Mr. Van Drunen would have earned had he remained employed until the later of six (6) months from the termination date or the end of the employment term, and (ii) any earned\nbut unpaid annual bonus with respect to any completed calendar year immediately preceding the termination date and, if the termination date is December 31, with respect to the year during which the termination date occurs, which shall be paid\non the otherwise applicable payment date. In the event of termination for cause, disability, voluntary resignation, expiration of the agreement, or death, Mr. Van Drunen (or his legal representatives, as applicable) would be entitled only to\naccrued but unpaid compensation and vested benefits, with the post-termination non-competition and non-solicitation obligations continuing for the periods specified in the agreement.

The Van Drunen Employment Agreement also contains restrictive covenants relating to the nondisclosure of confidential information at all times\nduring and after employment, as well as non-competition and non-solicitation obligations that apply during employment and for specified periods following termination of employment.

New Valley Arrangements with Other Providence Executive Officers

Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to Valley or\nany of its affiliates may enter into new individualized compensation arrangements with Valley. As of the date of this proxy statement, no compensation arrangements between such persons and Valley and/or its affiliates have been established (other\nthan the employment agreement with Mr. Van Drunen, certain retention award agreements with Providence executives and employment agreements with certain other Providence Bank executives), although Valley has discussed with certain Valley\nexecutives the possibility of their continued service with Valley and the potential compensation terms associated therewith. Such compensation terms may include, in addition to the executive’s annual compensation opportunity, the payment of\nall or a portion of the severance amounts that would be due to the executive under his individual agreement with Providence upon an involuntary termination following a change in control and/or retention awards that vest based on service with Valley\nfollowing the closing of the merger. Further, Providence has entered into, or expects to enter into, retention award agreements with certain employees of Providence and

-64-

\nProvidence Bank. Additionally, Valley Bank has entered into employment agreements with certain officers of Providence Bank who will continue their employment with Valley Bank following the\nclosing of the merger.

Indemnification; Directors’ and Officers’ Insurance

Under the merger agreement, from and after the effective time, Valley will indemnify and hold harmless, and will advance expenses as incurred,\nto the fullest extent permitted by applicable law, each present and former director and officer of Providence and its subsidiaries (in each case, when acting in such capacity), to the extent such persons are entitled to indemnification as of the\ndate of the merger agreement pursuant to Providence’s organizational documents and any indemnification agreements in effect as of the date of the merger agreement, with respect to claims arising out of matters existing or occurring at or prior\nto the effective time, including the transactions contemplated by the merger agreement.

In addition, at or prior to the effective time,\nValley is required to purchase past acts and extended reporting period insurance coverage under Providence’s current directors’ and officers’ liability insurance policy, employment practices liability insurance policy and bankers\nprofessional liability insurance policy, or substitute policies with a substantially comparable insurer and coverage, in each case providing coverage for claims arising from facts or events occurring at or prior to the effective time or during at\nleast the six (6) year period immediately preceding the effective time (including the transactions contemplated by the merger agreement) for a period of at least six years following the effective time. Valley will not be required to expend, on\nan annual basis, an amount in excess of 300% of the annual premium paid as of the date of the merger agreement for such insurance coverage (the “premium cap”). In lieu of the foregoing, Providence may, in consultation with Valley, obtain\nat or prior to the effective time a six-year “tail” policy under Providence’s existing directors and officers insurance policy providing equivalent coverage to the insurance coverage described above, provided that the aggregate\ncost for such tail policy does not exceed the premium cap. If Valley or Providence purchases such a tail policy, Valley is required to maintain the tail policy in effect for its full term and honor all obligations thereunder; provided, however, that\nif the tail policy is terminated by the insurance provider, Valley must use its commercially reasonable efforts to obtain and maintain a replacement tail policy on terms and conditions providing substantially equivalent benefits as the terminated\ntail policy, for an aggregate cost not exceeding the premium cap.

Merger-Related Compensation for Providence’s Named Executive Officers\n

This section sets forth the information required by Item 402(t) of Regulation S-K regarding compensation that is based on,\nor otherwise relates to, the merger for each named executive officer of Providence.

Providence’s named executive officers include\nthe following executive officers, as determined in accordance with applicable SEC rules:

\n\n\n\n\n

•

Steven G. Van Drunen – President and Chief Executive Officer of Providence and Providence Bank\n

\n\n\n\n\n

•

David A. DeGroot – Treasurer of Providence and Chief Financial Officer of Providence Bank\n

\n\n\n\n\n

•

Wayne Postma – Executive Vice President and Senior Lender of Providence Bank

The amounts of payments and benefits that each named executive officer would receive (on a pre-tax basis), as set forth in the table below,\nare based on the following assumptions:

\n\n\n\n\n

•

the change of control is assumed to occur on [ ], 2026 and is used solely for purposes\nof the disclosure in this section, and, for purposes of benefits that are payable only upon a qualifying termination of employment, each named executive officer is assumed to experience a qualifying termination of employment immediately following\nthe effective time;

\n\n\n\n\n

•

the named executive officers’ base salary rates and target annual incentive opportunities remain unchanged\nfrom those in effect as of the date of this proxy statement/prospectus;

-65-

\n\n\n\n\n

•

the Providence equity awards outstanding as of [ ], 2026, the latest practicable date\nprior to the filing of this proxy statement/prospectus, are the equity awards outstanding immediately prior to the effective time of the merger;

\n\n\n\n\n

•

a per share value of Providence common stock of $[ ]; and

\n\n\n\n\n

•

the health continuation cash equivalent payable under the Executive Benefits Agreements, which has not yet been\ndetermined by the Providence Bank board of directors, is assumed to equal eighteen (18) months of the employer-subsidized premium for the coverage each named executive officer currently has elected.

Golden Parachute Compensation


Name	Cash ($)			Equity ($)		Pension and Nonqualified Deferred Compensation ($)	Perquisites/ Benefits ($)	Total ($)
Steven G. Van Drunen		2,951,945	⁽¹⁾⁽²⁾		404,087	⁽³⁾	—		32,967	⁽⁴⁾	$	3,338,999
David A. DeGroot		612,560	⁽¹⁾		269,421	⁽³⁾	—		30,794	⁽⁴⁾	$	912,775
Wayne Postma		601,536	⁽¹⁾		269,421	⁽³⁾	—		30,794	⁽⁴⁾	$	901,751

\n\n\n

(1)

Represents the lump-sum change-in-control bonus payable under the executive’s Executive Benefits\nAgreement, equal to 300% (Mr. Van Drunen) or 200% (Mr. DeGroot and Mr. Postma) of base salary of $590,389, $306,280 and $300,768, respectively. This amount is “single-trigger” and is payable within five days following the effective\ntime, subject to the executive’s delivery of a release. The Executive Benefits Agreements limit change-in-control payments to $1.00 less than the amount that would cause a loss of deduction under Section 280G(a) of the Code; the amounts shown\ndo not reflect any such reduction. (The Van Drunen Employment Agreement instead provides for a reduction only if it results in a greater after-tax amount to Mr. Van Drunen.)

\n\n\n

(2)

Includes $1,180,778 of “double-trigger” severance payable to Mr. Van Drunen under the Van Drunen\nEmployment Agreement upon a termination without cause, which is assumed for this purpose to occur immediately following the effective time and which equals base salary payable through the end of the two-year\ninitial term.

\n\n\n

(3)

Represents the value of unvested Providence stock options for which vesting will accelerate at the effective\ntime (“single-trigger”), calculated as the excess of the per share value of $83.80 over the exercise price of each option multiplied by the number of unvested shares, based on 15,000 unvested shares for Mr. Van Drunen and 10,001 unvested\nshares for each of Mr. DeGroot and Mr. Postma as of October 20, 2026.

\n\n\n

(4)

Represents the cash equivalent of health continuation coverage included in the change-in-control bonus\n(“single-trigger”). The Providence Bank board of directors has not yet determined this amount; the amount shown assumes eighteen (18) months of employer-subsidized premiums for the coverage currently elected by each executive.\n

\n\n\n

(5)

None of the named executive officers is entitled to pension or nonqualified deferred compensation benefits or\nto any tax reimbursement in connection with the merger. Annual bonuses payable in December 2026 under Providence’s Employee Bonus Plan in the ordinary course are not merger-related and are not included.

Governance of Valley After the Merger

Certificate of Incorporation

At\nthe effective time, the restated certificate of incorporation of Valley, as in effect immediately prior to the effective time of the merger, will be the certificate of incorporation of Valley until thereafter amended in accordance with applicable\nlaw.

-66-

Bylaws

At the effective time, the bylaws, as amended and restated, of Valley, as in effect immediately prior to the effective time of the merger, will\nbe the bylaws of Valley until thereafter amended in accordance with applicable law.

Board of Directors and Management of Valley National Bank After\nthe Merger

At the effective time and until thereafter changed in accordance with law or the articles of incorporation or bylaws of\nValley National Bank, the members of the board of directors of Valley National Bank as of immediately prior to the effective time of the bank merger will be the members of the board of directors of the surviving bank.

Accounting Treatment

Valley prepares its financial statements in accordance with GAAP. The merger will be accounted for as an acquisition of Providence by Valley\nunder the acquisition method of accounting in accordance with GAAP. Valley will be treated as the acquirer for accounting purposes.

Regulatory Approvals

To complete the merger and bank merger, Valley and Providence need to obtain approvals, waivers of prior\napproval or consents from, or make filings with, the Federal Reserve Board, the OCC and the Illinois DOB. Subject to the terms of the merger agreement, Valley and Providence have agreed to cooperate with each other and use reasonable best efforts to\npromptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings required to obtain the requisite regulatory approvals, to use\ntheir reasonable best efforts to make such filings within forty-five (45) days of the date of the merger agreement), to obtain as promptly as practicable all permits, consents, approvals, waivers of prior approval and authorizations of all\nthird parties, regulatory agencies and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions\nof all such permits, consents, approvals and authorizations of all such third parties, regulatory agencies and governmental entities. These approvals are the approval of the merger and bank merger by the Federal Reserve Board, the OCC or the\nIllinois DOB, as applicable. In connection with resolving any objection that may be asserted by any governmental entity, nothing in the merger agreement will be deemed to require Valley or Providence, and neither Valley nor Providence will be\npermitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have a material adverse effect on the surviving corporation\nand its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative to Providence and its subsidiaries, taken as a whole) (a “materially burdensome regulatory condition”).

The approval of an application means only that the statutory and regulatory criteria for approval have been satisfied or waived. It does not\nmean that the approving authority has determined that the consideration to be received by holders of Providence common stock in the merger is fair. Regulatory approval does not constitute an endorsement or recommendation of the merger.

Valley and Providence believe that the merger does not raise significant regulatory concerns and that they will be able to obtain all\nrequisite regulatory approvals. However, there can be no assurance that all of the regulatory approvals described below will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals, the companies’ ability\nto obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that, individually or in the aggregate,\nwould or could reasonably be expected to have an adverse effect on the financial condition, results of operations, assets or business of the surviving corporation

-67-

\nfollowing completion of the merger. There can likewise be no assurances that U.S. federal or state regulatory or competition authorities will not attempt to challenge the merger or, if such a\nchallenge is made, what the result of such challenge will be.

Federal Reserve Board

The merger is subject to approval or waiver of prior approval by the Federal Reserve Board pursuant to section 3 of the Bank Holding Company\nAct of 1956, as amended (the “BHC Act”). The Federal Reserve Board takes into consideration a number of factors when acting on applications under section 3 of the BHC Act. These factors include the financial and managerial resources of\nthe companies and banks involved (including consideration of the capital adequacy, liquidity, and earnings performance, as well as the competence, experience and integrity of the officers, directors and principal shareholders, and the records of\ncompliance with applicable laws and regulations) and future prospects of the surviving corporation. The Federal Reserve Board also considers the effectiveness of the applicant in combatting money laundering, the convenience and needs of the\ncommunities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The Federal Reserve Board may not approve a proposal that would have\nsignificant adverse effects on competition or on the concentration of resources in any banking market.

In considering an application\nunder section 3 of the BHC Act, the Federal Reserve Board also reviews the records of performance of the relevant insured depository institutions under the Community Reinvestment Act (the “CRA”), pursuant to which the Federal Reserve\nBoard must also take into account the record of performance of each of Valley and Providence in meeting the credit needs of the entire community, including low- and moderate-income neighborhoods, served by their depository institution subsidiaries.\nIn their most recent CRA performance evaluation, Valley’s wholly owned subsidiary, Valley National Bank, received an overall regulatory rating of “Outstanding,” and Providence’s wholly owned subsidiary, Providence Bank,\nreceived an overall regulatory rating of “Satisfactory.”

The Federal Reserve Board may not approve an application that would\nsubstantially lessen competition or tend to create a monopoly unless the Federal Reserve Board finds that any anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the proposal in\nmeeting the convenience and needs of the communities to be served. In evaluating the potential competitive effects of a proposed transaction, the Federal Reserve Board consults with the Department of Justice (the “DOJ”), and upon\nrequest, the DOJ will prepare a competitive factors report for the Federal Reserve Board’s consideration.

The initial filing of the\napplication to the Federal Reserve Board occurred on September 21, 2026.

The Office of the Comptroller of the Currency

The merger of Providence Bank with and into Valley National Bank requires the prior approval of the OCC under the Bank Merger Act. In\nevaluating the application, the OCC will consider: (a) the financial and managerial resources of the banks party to the bank merger and the future prospects of the surviving corporation, (b) the convenience and needs of the community to be\nserved and the record of the banks under the CRA, including their CRA ratings, (c) the banks’ effectiveness in combating money-laundering activities, and (d) the extent to which the proposal would result in greater or more\nconcentrated risks to the stability of the U.S. banking or financial system.

Additionally, the OCC considers the capital level of the\nresulting bank, the conformity of the bank merger to applicable law, the purpose of the bank merger, the impact of the bank merger on the safety and soundness of the bank, and the effect on the bank’s shareholders, depositors, other creditors\nand customers.

The filing of the application to the OCC occurred on September 21, 2026.

-68-

Public Notice and Comments

The BHC Act, the Bank Merger Act, the Federal Reserve Board and the OCC require published notice of, and the opportunity for public comment on,\napplications to the Federal Reserve and the OCC. These agencies take into account the views of third-party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their communities. As part of\nthe review process in merger transactions, the Federal Reserve Board and the OCC frequently receive protests from community groups and others. These agencies are also authorized to hold one or more public hearings or meetings if the agencies\ndetermine that such hearings or meetings would be appropriate. The receipt of written comments or any public meeting or hearing could prolong the period during which the applicable application is under review by these agencies.

Department of Justice Review and Waiting Periods

In addition to the Federal Reserve Board, the DOJ conducts a concurrent competitive review of the merger to analyze the merger’s\ncompetitive effects and determine whether the merger would result in a violation of the antitrust laws. Transactions approved under section 3 of the BHC Act generally may not be completed until thirty (30) days after the approval of the\napplicable federal agency is received, during which time the DOJ may challenge the merger on antitrust grounds. With the approval of the applicable federal agency and the concurrence of the DOJ, the waiting period may be reduced to no less than\nfifteen (15) days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise.

In reviewing the merger, the DOJ could analyze the merger’s effect on competition differently than the Federal Reserve Board, and, thus,\nit is possible that the DOJ could reach a different conclusion than the Federal Reserve Board regarding the merger’s effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions\nby private persons or state attorneys general. There can be no assurance if and when DOJ clearance will be obtained, or as to the conditions or limitations that such DOJ approval may contain or impose.

Stock Exchange Listings

Valley common stock is listed for trading on the NASDAQ under the symbol “VLY.” Under the terms of the merger agreement, Valley\nwill cause the shares of Valley common stock to be issued in the merger to be approved for listing on the NASDAQ, subject to official notice of issuance, prior to the effective time. The merger agreement provides that neither Valley nor Providence\nwill be required to complete the merger if such shares are not authorized for listing on the NASDAQ, subject to official notice of issuance. Following the merger, shares of Valley common stock will continue to be listed on the NASDAQ.

Appraisal or Dissenters’ Rights in the Merger

The following is a brief summary of the material statutory procedures to be followed by a holder of Providence common stock in order to\ndissent from the merger and exercise dissenters’ rights. Holders of Providence common stock who wish to exercise dissenters’ rights should review carefully Sections 11.65 and 11.70 of the IBCA and are urged to consult a legal advisor\nbecause the failure to precisely follow all the necessary legal requirements may result in the loss of such dissenters’ rights. This description is not complete and is qualified in its entirety by the full text of the relevant provisions of\nthe IBCA, which are reprinted in their entirety as Annex D to this proxy statement/prospectus. Providence shareholders seeking to exercise dissenters’ rights must strictly comply with these provisions.

General. Under Illinois law, holders of shares of Providence common stock who deliver written demand for payment and do not vote\nin favor of the Providence merger proposal have the right to dissent and receive the “fair value” of their Providence common stock in cash. Dissenters’ rights with respect to Providence common stock are governed by Sections 11.65\nand 11.70 of the Illinois Business Corporation Act of 1983, as amended

-69-

\n(the “IBCA”), copies of which are attached to this proxy statement/prospectus as Annex D. Providence shareholders have the right to dissent from the merger and\nto obtain payment of the “fair value” of their shares in the event the merger is completed. Strict compliance with the dissent procedures is mandatory. Subject to the terms of the merger agreement, the parties could elect to terminate\nthe merger agreement even if it is approved by Providence shareholders, thus terminating dissenters’ rights available to Providence shareholders.

Providence urges any Providence shareholder who contemplates exercising his, her or its right to dissent to read carefully the\nprovisions of Sections 11.65 and 11.70 of the IBCA, copies of which are attached to this proxy statement/prospectus as Annex D. A more detailed discussion of the provisions of the statute is included below. This discussion describes\nthe steps that each Providence shareholder must take to exercise his, her or its right to dissent. Each Providence shareholder who wishes to dissent should read both the summary and the full text of the law. Providence cannot give any Providence\nshareholder legal advice. To completely understand this law, each Providence shareholder may want, and Providence encourages any Providence shareholder seeking to dissent, to consult with his, her or its legal counsel.

Providence common shareholders who comply with the provisions of Sections 11.65 and 11.70 of the IBCA, upon completion of the merger, will\nbecome entitled to receive payment in cash from Valley, as successor to Providence, for the “fair value” of such shareholders’ shares as of the closing date, with accrued interest. The term “fair value,” with respect to\na dissenting shareholder’s shares, means the proportionate interest of the shareholder in Providence, without discount for minority status or, absent extraordinary circumstance, lack of marketability, immediately before the consummation of the\nmerger to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action, unless exclusion would be inequitable. Investment banker opinions as to the fairness of the consideration payable in a\ntransaction such as the merger are not opinions as to, and do not address in any respect, “fair value” under the IBCA. If Valley and a dissenting shareholder cannot agree on the “fair value” of such dissenting\nshareholder’s shares or the accrued interest, then the IBCA provides for a judicial determination of these amounts. The value determined by an Illinois court may be more or less than the value that a holder of Providence common stock might\nultimately receive from Valley in connection with and after the closing of the merger. Providence shareholders desiring to exercise dissenters’ rights should refer to the statute in its entirety and should consult with legal counsel before\ntaking any action to ensure strict compliance with the applicable statutory provisions.

A Providence common shareholder who desires to\nsubmit the written demand for payment required by Sections 11.65 and 11.70 of the IBCA prior to the Providence special meeting must send or deliver such objection to Providence Financial Corporation, Attn: David A. DeGroot, Treasurer, 630 East 162nd\nStreet, South Holland, Illinois 60473. Shareholders may contact Kevin L. Botma with any questions by phone at (708) 404-9516, or by email at kbotma@providencebank.com. Providence urges any shareholder who\nwishes to dissent to act carefully. Providence cannot and does not accept the risk of late or undelivered written demands for payment. Providence shareholders bear the risk of non-delivery and of untimely delivery.

Summary of Sections 11.65 and 11.70 of the IBCA. To exercise dissenters’ rights under Sections 11.65 and 11.70 of the IBCA\nand be entitled to obtain a cash payment of the “fair value” of his, her or its shares under the IBCA, a Providence common shareholder must:

\n\n\n\n\n

•

before the vote on the merger is taken at the Providence special meeting, deliver to Providence a written demand\nfor payment of such shareholder’s shares;

\n\n\n\n\n

•

not vote in favor of the Providence merger proposal (note, however, that solely a vote, in person or by proxy,\nagainst approval of the Providence merger proposal will not constitute a written demand for appraisal under the IBCA); and

-70-

\n\n\n\n\n

•

continue to hold such shareholder’s shares of Providence common stock through the effective time of the\nmerger.

Voting in favor of the Providence merger proposal will constitute a waiver of dissenters’ rights under\nthe IBCA. However, a vote against approval of the Providence merger proposal will not by itself be sufficient to satisfy a shareholder’s notice obligations under the IBCA if he, she or it is seeking an appraisal. Providence common shareholders\nmust follow the procedures set forth in Sections 11.65 and 11.70 of the IBCA to exercise dissenters’ rights.

Each outstanding share\nof Providence common stock for which a legally sufficient demand in accordance with Sections 11.65 and 11.70 of the IBCA has been made and that was not voted in favor of approval of the merger will, after the effective time of the merger, represent\nonly the rights of a dissenting shareholder under the IBCA. This includes the right to obtain payment for the “fair value” of those shares as provided under the IBCA.

Where a Providence common shareholder makes a legally sufficient demand, within ten (10) days after the effective date of the merger or\nthirty (30) days after such shareholder has delivered his, her or its written demand for payment, whichever is later, Valley, as the surviving corporation, will send to such shareholder a statement setting forth its opinion as to the fair value\nof such shareholder’s shares, as well as certain financial statements and a commitment to pay to such shareholder the estimated “fair value” for his, her or its shares. If the shareholder does not agree with the opinion of Valley\nas to the estimated “fair value” of the shares, then within thirty (30) days of receipt of Valley’s valuation statement, the shareholder must notify Valley of his, her or its estimated “fair value” of such shares\nand demand the difference between the shareholder’s estimated “fair value” and the amount of the proposed payment by Valley.

If within sixty (60) days after delivery to Valley of the shareholder’s written notification of the shareholder’s estimate of\nfair value, a shareholder and Valley have not agreed in writing to the “fair value” of such shareholder’s shares, Valley either will pay the difference in value demanded by such shareholder, with interest, or file a petition in the\ncircuit court of the county in which either the registered office or the principal office of Providence is located, requesting the court to determine the “fair value” of the shares and interest due. Valley will be required to then make\nall dissenters to the merger whose demands remain unsettled parties to this proceeding. If Valley does not commence the action, a dissenting shareholder is permitted by law to commence an action.

In a proceeding brought by Valley to determine value, the court will determine the costs of the proceeding, including the reasonable\ncompensation and expenses of the appraisers appointed by the court and excluding fees and expenses of counsel and experts for the respective parties. If the “fair value” of the shares as determined by the court materially exceeds the\nprice that Valley estimated to be the “fair value” of the shares or if no estimate was given, then all or any part of the costs may be assessed against Valley. If the amount that any dissenter estimated to be the “fair value”\nof the shares materially exceeds the “fair value” of the shares as determined by the court, then all or any part of the costs may be assessed against that dissenter. The costs may also be awarded to the dissenter if the court finds that\nValley did not substantially comply with the procedure to dissent in the statute. In addition, costs can be assessed against either party if the court finds that that party acted arbitrarily, vexatiously or not in good faith with respect to the\ndissenter’s rights.

A share for which a Providence common shareholder has properly exercised his, her or its dissenters’\nrights and followed the correct procedures in the IBCA will no longer constitute a share of the common stock of Providence. None of these dissenting shares after the effective time of the merger will be entitled to vote for any purpose or receive\nany dividends or other distributions. If, however, a Providence shareholder fails to properly perfect, effectively withdraws, waives or loses or otherwise becomes ineligible to exercise dissenters’ rights under the IBCA, then such\nshareholder’s shares of Providence common stock will be deemed to have been converted, as of the effective time of the merger, into the right to receive the merger consideration in accordance with the merger agreement and will no longer\nconstitute dissenting shares.

-71-

The foregoing does not purport to be a complete statement of the provisions of the\nIBCA relating to statutory dissenters’ rights and is qualified in its entirety by the statutory dissenters’ rights provisions, copies of which are attached to this proxy statement/prospectus as Annex D and\nwhich are incorporated herein by reference. If any Providence common shareholder intends to dissent, or if such shareholder believes that dissenting might be in his, her or its best interests, such shareholder should read Annex\nD carefully.

The process of demanding and exercising appraisal rights requires strict compliance with technical\nprerequisites under Sections 11.65 and 11.70 of the IBCA. In view of the complexity of these appraisal provisions, Providence shareholders who may wish to dissent from the merger and pursue appraisal rights with respect to their shares of Providence\ncommon stock are urged to consult their legal advisors. Failure to take any required step in connection with exercising appraisal rights may result in the termination or waiver of such rights. To the extent there are any inconsistencies between the\nforegoing summary and Sections 11.65 and 11.70 of the IBCA, Sections 11.65 and 11.70 of the IBCA will govern.

-72-

THE MERGER AGREEMENT

This section of the proxy statement/prospectus describes the material terms of the merger agreement. The description in this section and\nelsewhere in this proxy statement/prospectus is subject to, and qualified in its entirety by reference to, the complete text of the merger agreement, which is attached as Annex A to this proxy statement/prospectus and\nincorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We urge you to read the full text of the merger agreement, as it is the\nlegal document governing the merger. This section is not intended to provide you with any factual information about Valley or Providence. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Valley\nmakes with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of terms are included to provide you with information regarding the terms of the merger agreement.\nFactual disclosures about Valley and Providence contained in this proxy statement/prospectus or in the public reports of Valley filed with the SEC may supplement, update or modify the factual disclosures about Valley and Providence contained in the\nmerger agreement. The merger agreement contains representations and warranties by Valley, on the one hand, and by Providence, on the other hand, made solely for the benefit of the other. The representations, warranties and covenants made in the\nmerger agreement by Valley and Providence were qualified and subject to important limitations agreed to by Valley and Providence in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations\nand warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the\nmerger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger\nagreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to shareholders and reports and documents filed with the\nSEC, and some were qualified by the matters contained in the confidential disclosure schedules that Valley and Providence each delivered in connection with the merger agreement and certain documents filed with the SEC. Moreover, information\nconcerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and\nwarranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about Valley and Providence at the time they were made or otherwise and should be read only in conjunction with the other\ninformation provided elsewhere in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 118.

Structure of the Merger

Each of Valley’s and Providence’s respective board of directors unanimously adopted and approved the merger agreement and the\ntransactions contemplated thereby. The merger agreement provides for the merger of Providence with and into Valley, with Valley continuing as the surviving corporation in the merger. Immediately following the merger, Providence Bank, a bank\nchartered under the laws of the State of Illinois and wholly owned bank subsidiary of Providence, will merge with and into Valley National Bank, a national banking association and wholly owned bank subsidiary of Valley, with Valley National Bank as\nthe surviving entity in the bank merger.

Valley may at any time prior to the effective time, change the method of effecting the merger if\nand to the extent requested by Valley, and Providence has agreed to enter into such amendments to the merger agreement as

-73-

\nValley may reasonably request in order to give effect to such restructuring; provided, however, that no such change or amendment may (i) alter or change the exchange ratio or the amount of\ncash merger consideration per share of Providence common stock provided for in the merger agreement, (ii) be reasonably expected to prevent the parties from obtaining the tax opinions of counsel in connection with closing or adversely affect\nthe tax treatment of the merger with respect to Providence’s shareholders, (iii) be reasonably expected to cause the closing of the merger to be materially delayed or the receipt of the requisite regulatory approvals to be prevented or\nmaterially delayed or (iv) require submission to or approval of the Providence shareholders after the merger has been approved by Providence’s shareholders.

Merger Consideration

All of the shares of Providence common\nstock converted into the right to receive the merger consideration will no longer be outstanding and will automatically be cancelled and will cease to exist as of the effective time, and each old certificate (which includes reference to book-entry\naccount statements relating to the ownership of shares of Providence common stock) previously representing any such shares of Providence common stock will thereafter represent only the right to receive (i) the merger consideration,\n(ii) cash in lieu of a fractional share which the shares of Providence common stock represented by such old certificate have been converted into the right to receive pursuant to the terms of the merger agreement and (iii) any dividends or\ndistributions which the holder thereof has the right to receive pursuant to the terms of the merger agreement, in each case without any interest thereon. Old certificates previously representing shares of Providence common stock will be exchanged\nfor the merger consideration and the other amounts specified in the immediately preceding sentence, including evidence of shares in book-entry form representing whole shares of Valley common stock (together with any dividends or distributions with\nrespect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such old certificates pursuant to the terms of the merger agreement, without any interest thereon.

If, prior to the effective time, the outstanding shares of Valley common stock or Providence common stock have been increased, decreased,\nchanged into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in\ncapitalization, or there is any extraordinary dividend or extraordinary distribution, an appropriate and proportionate adjustment will be made to the merger consideration to give the holders of Providence common stock and Providence stock options\nthe same economic effect as contemplated by the merger agreement prior to such event; provided that this will not permit Valley or Providence to take any action with respect to its securities that is prohibited by the terms of the merger agreement;\nprovided, further that no adjustment will be made in the event of the issuance of additional shares of (i) Valley common stock or options to purchase shares of Valley common stock, as applicable, pursuant to any stock option plan or other\ncompensation or benefit plan of Valley or its subsidiaries, or (ii) shares of Providence common stock or Providence stock options, as applicable, pursuant to the Providence stock plan.

At the effective time, all shares of Providence common stock that are owned by Providence or Valley (in each case other than shares of\nProvidence common stock (a) held in trust accounts, managed or custodial accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially

-74-

\nowned by third parties and (b) held, directly or indirectly, in respect of debts previously contracted) will be cancelled and will cease to exist, and neither the merger consideration nor\nany other consideration will be delivered in exchange therefor.

Providence Preferred Stock

Fractional Shares

No new book-entry certificates or scrip representing fractional shares of Valley common stock will be issued upon the surrender for exchange of\nold certificates or otherwise pursuant to the merger agreement, no dividend or distribution with respect to Valley common stock will be payable on or with respect to any fractional share, and such fractional share interests will not entitle the\nowner thereof to vote or to any other rights of a shareholder of Valley. In lieu of the issuance of any such fractional share, Valley will pay to each former holder who otherwise would be entitled to receive such fractional share an amount in cash\n(rounded to the nearest cent) determined by multiplying (i) the average of closing sale prices of Valley common stock on the Nasdaq Stock Market (the “NASDAQ”) as reported by The Wall Street Journal for the five\n(5) consecutive full trading days ending on the trading day immediately preceding the closing date (the “Valley share closing price”) by (ii) the fraction of a share (after taking into account all shares of Providence common\nstock held by such holder immediately prior to the effective time and rounded to the nearest thousandth when expressed in decimal form) of Valley common stock which such holder would otherwise be entitled to receive pursuant to the merger agreement.\n

Governing Documents

At the effective time, the restated certificate of incorporation, of Valley, as in effect immediately prior to the effective time, will be the\ncertificate of incorporation of Valley until thereafter amended in accordance with applicable law, and the bylaws, as amended and restated, of Valley, as in effect immediately prior to the effective time, will be the bylaws of Valley until\nthereafter amended in accordance with applicable law. See the section entitled “The Merger—Governance of Valley After the Merger” beginning on page 66.

Treatment of Providence Stock Options

-75-

\nsubject to such in-the-money Providence stock option. A “Providence net option share” means with\nrespect to each Providence stock option, the quotient of (i) the product of (a) the excess, if any, of the merger consideration value over the Providence stock option exercise price of the Providence stock option immediately prior to the\neffective time multiplied by (b) the number of shares of Providence common stock subject to such Providence stock option immediately prior to the effective time divided by (ii) the merger consideration value. At the effective\ntime, any Providence stock option that is not an in-the-money Providence stock option will be cancelled for no consideration.

At or prior to the effective time, Providence, the Providence board of directors and its compensation committee, as applicable, will adopt any\nresolutions and take any actions that are necessary for the treatment of the Providence stock options under the merger agreement.

Closing and Effective Time of the Merger

On the terms and subject to the conditions set forth in the merger agreement, the closing\nof the merger will occur by electronic exchange of documents at 10:00 a.m., New York City time, on the first business day of the month immediately following the month during which the satisfaction or waiver (subject to applicable law) of all the\nconditions precedent set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of such conditions at the closing), unless another\ndate, time or place is agreed to in writing by Valley and Providence (the date on which the closing occurs is referred to as the “closing date”).

On or before the closing date, Valley will cause to be filed a certificate of merger with respect to the merger with the Secretary of the\nState of New Jersey and the articles of merger with respect to the merger with the Secretary of the State of Illinois (such certificate of merger and articles of merger, the “certificates of merger”). The merger will become effective as\nof the date and time specified in the certificates of merger in accordance with the relevant provisions of the New Jersey Business Corporation Act (the “NJBCA”) and the Illinois Business Corporation Act of 1983, as amended (the\n“IBCA”), or at such other date and time as provided by applicable law (such date and time being the “effective time”). Neither party can take any action to revoke the certificates of merger after their filing without the\nwritten consent of the other party.

Conversion of Shares; Exchange of Providence Stock Certificates

Letter of Transmittal

As promptly\nas practicable after the effective time, but in no event later than five (5) business days thereafter, Valley will cause the exchange agent to mail to each holder of record of one or more old certificates representing shares of Providence\ncommon stock immediately prior to the effective time that have been converted at the effective time into the right to receive the merger consideration, a letter of transmittal (which will be in customary form agreed by the parties and will specify\nthat delivery will be effected, and risk of loss and title to the old certificates, will pass, only upon proper delivery of the old certificates to the exchange agent) and instructions for use in effecting the surrender of the old certificates, in\nexchange for the merger consideration to be issued or paid in consideration thereof as well as any dividends or distributions to be paid pursuant to the terms of the merger agreement, and the old certificate or old certificates so surrendered will\nbe cancelled. In the event any old certificate for Providence common stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such old certificate to be lost, stolen or destroyed and, if required\nby Valley or the exchange agent, the posting by such person of a bond in such amount as Valley or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such old\ncertificate (which amount will be consistent with Valley’s or the exchange agent’s customary procedure for Valley’s existing shareholders), the exchange agent will issue in exchange for such lost, stolen or destroyed old\ncertificate the merger consideration, the Providence series B redemption payment or Providence series C redemption payment and any cash in lieu of fractional shares deliverable in respect thereof pursuant to the merger agreement.

-76-

After the effective time, there will be no transfers on the stock transfer books of\nProvidence of the shares of Providence common stock that were issued and outstanding immediately prior to the effective time. If, after the effective time, old certificates representing such shares are presented for transfer to the exchange agent,\nthey will be cancelled and exchanged for the merger consideration and cash in lieu of fractional shares and dividends or distributions that the holder presenting such old certificates is entitled to, as provided in the merger agreement.

None of Valley, Providence, the exchange agent or any other person will be liable to any former holder of shares of Providence common stock\nfor any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

Withholding\n

Each of Valley, the exchange agent and any other applicable withholding agent will be entitled to deduct and withhold, from the\ncash merger consideration, any cash in lieu of fractional shares of Valley common stock, cash dividends or distributions payable pursuant to the merger agreement or any amounts otherwise payable pursuant to the merger agreement and such amounts as\nit is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or non-U.S. tax law. To the extent that amounts are so withheld by Valley, the\nexchange agent or any other applicable withholding agent, as the case may be, and paid over to the appropriate governmental authority, such withheld amounts will be treated for all purposes of the merger agreement as having been paid to the person\nin respect of which the deduction and withholding was made by Valley, the exchange agent or such other applicable withholding agent, as the case may be. Any amounts payable in connection with the closing in respect of any Providence stock options\npursuant to the terms of the merger agreement, with respect to the holders of Providence stock options, may be made through the payroll system of the surviving corporation or one of its subsidiaries no later than the first regular payroll date that\ncovers a full payroll period commencing on or after the closing date, subject to any applicable withholding taxes.

Dividends and Distributions\n

No dividends or other distributions declared with respect to Valley common stock will be paid to the holder of any unsurrendered\nold certificate until the holder thereof surrenders such old certificate in accordance with the merger agreement. After the surrender of an old certificate in accordance with the merger agreement, the record holder thereof will be entitled to\nreceive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of Valley common stock which the shares of Providence common stock represented by such old\ncertificate have been converted into the right to receive under the merger agreement.

Representations and Warranties

The merger agreement contains representations and warranties made by each of Valley and Providence relating to a number of matters, including\nthe following:

\n\n\n\n\n

•

corporate matters, including due organization, qualification and subsidiaries;

\n\n\n\n\n

•

capitalization;

\n\n\n\n\n

•

authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or\nviolations of, organizational documents or other obligations as a result of the merger;

\n\n\n\n\n

•

required governmental and other regulatory and self-regulatory filings and consents and approvals in connection\nwith the merger;

\n\n\n\n\n

•

reports to regulatory agencies;

\n\n\n\n\n

•

financial statements, internal controls and books and records;

-77-

\n\n\n\n\n

•

broker’s fees payable in connection with the merger;

\n\n\n\n\n

•

the absence of certain changes or events;

\n\n\n\n\n

•

legal and regulatory proceedings;

\n\n\n\n\n

•

compliance with applicable laws;

\n\n\n\n\n

•

absence of action or circumstance that could reasonably be expected to prevent or impede the merger from\nqualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

\n\n\n\n\n

•

tax matters; and

\n\n\n\n\n

•

absence of agreements with regulatory agencies.

The merger agreement contains additional representations and warranties by Providence with respect to:

\n\n\n\n\n

•

the absence of undisclosed liabilities;

\n\n\n\n\n

•

employee benefit matters;

\n\n\n\n\n

•

certain material contracts;

\n\n\n\n\n

•

derivative instruments;

\n\n\n\n\n

•

environmental matters;

\n\n\n\n\n

•

investment securities and commodities;

\n\n\n\n\n

•

real property;

\n\n\n\n\n

•

intellectual property;

\n\n\n\n\n

•

related party transactions;

\n\n\n\n\n

•

takeover restrictions;

\n\n\n\n\n

•

the opinion of Providence’s financial advisor;

\n\n\n\n\n

•

the accuracy of information relating to Providence supplied for inclusion in this proxy statement/prospectus and\nother similar documents;

\n\n\n\n\n

•

loan portfolio matters;

\n\n\n\n\n

•

deposits;

\n\n\n\n\n

•

insurance matters;

\n\n\n\n\n

•

investment adviser matters; and

\n\n\n\n\n

•

absence of broker-dealer subsidiaries.

The merger agreement contains an additional representation and warranty by Valley with respect to Valley’s SEC reports.

Certain representations and warranties of Valley and Providence are qualified as to “materiality” or “material adverse\neffect.” For purposes of the merger agreement, a “material adverse effect,” when used in reference to either Valley or Providence or the surviving corporation, means any effect, change, event, circumstance, condition, occurrence or\ndevelopment that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, results of operations or financial condition of such party and its subsidiaries,\ntaken as a whole or (ii) the ability of such party to timely consummate the transactions contemplated by the merger agreement.

-78-

However, a material adverse effect with respect to the business, assets, results of\noperations or financial condition of such party and its subsidiaries, taken as a whole, will not be deemed to include the impact of:

\n\n\n\n\n

•

changes, after the date of the merger agreement, in GAAP or applicable regulatory accounting requirements;\n

\n\n\n\n\n

•

changes, after the date of the merger agreement, in laws, rules or regulations of general applicability to\ncompanies in the industries in which such party and its subsidiaries operate, or interpretations thereof by courts or governmental entities;

\n\n\n\n\n

•

changes, after the date of the merger agreement, in global, national or regional political conditions (including\nthe outbreak or escalation of hostilities, war (whether or not declared), military action or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the\nfinancial services industry generally and not specifically relating to such party or its subsidiaries;

\n\n\n\n\n

•

changes, after the date of the merger agreement, resulting from hurricanes, earthquakes, tornados, floods or\nother natural disasters, occurrence of any man-made disaster, or from any outbreak of any disease or other public health event, including pandemics, endemics or disease outbreaks, public health emergencies or\nwidespread occurrences of infectious disease;

\n\n\n\n\n

•

public disclosure of the execution of the merger agreement, public disclosure of the transactions contemplated by\nthe merger agreement or actions or omissions expressly required by the merger agreement or that are taken or omitted at the written request of a party or with the prior written consent of the other party in contemplation of the transactions\ncontemplated by the merger agreement; or

\n\n\n\n\n

•

a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings\nprojections or internal financial forecasts (it being understood that the underlying causes of such decline or failure may be taken into account in determining whether a material adverse effect has occurred);

except, with respect to the first, second, third and fourth bullets described above, to the extent that the effects of such change are disproportionately\nadverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its subsidiaries, taken as a whole, as compared to other banks or savings associations and their holding companies operating\nprincipally in the areas in which such party and its subsidiaries are located.

The representations and warranties in the merger agreement\ndo not survive the effective time.

Covenants and Agreements

Conduct of Business Prior to the Completion of the Merger

Prior to the effective time or earlier termination of the merger agreement, except as expressly contemplated or permitted by the merger\nagreement, required by law or as consented to in writing by Valley (such consent not to be unreasonably withheld, conditioned or delayed), and subject to certain specified exceptions, (a) Providence will, and will cause its subsidiaries to,\n(i) conduct its business in the ordinary course in all material respects and (ii) use reasonable best efforts to maintain and preserve intact its business organization relationships with employees, officers, directors, customers,\ndepositors, suppliers, correspondent banks, governmental entities with jurisdiction over its operations and other third parties having material business relationships with Providence or any of its subsidiaries, and (b) Providence will, and will\ncause its subsidiaries to, take no action that would reasonably be likely to adversely affect or materially delay the receipt of any necessary approvals of any regulatory agency or other governmental entity required for the transactions contemplated\nby the merger agreement or the ability of Providence to perform its covenants and agreements under the merger agreement or to consummate the transactions contemplated by the merger agreement on a timely basis.

-79-

In addition, prior to the effective time or earlier termination of the merger agreement,\nsubject to certain specified exceptions or as consented to in writing by Valley (such consent not to be unreasonably withheld, conditioned or delayed), Providence will not, and will not permit any of its subsidiaries to:

\n\n\n\n\n

•

in each case, other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case\nwith a maturity not in excess of six (6) months, (ii) the creation of deposit liabilities, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into\nrepurchase agreements, in each case in the ordinary course of business with terms and conditions consistent with past practice, incur any indebtedness for borrowed money, obligations evidenced by notes, debentures or similar instruments, sale and\nleaseback transactions, capital or finance leases or other similar financing arrangements (other than indebtedness solely between or among Providence and any of its wholly owned subsidiaries), or assume, guarantee, endorse or otherwise as an\naccommodation become responsible for the obligations of any other person (other than any wholly owned subsidiary of Providence);

\n\n\n\n\n

•

adjust, split, combine or reclassify any capital stock;

\n\n\n\n\n

•

make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly\nredeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence\nof certain events) into or exchangeable for any shares of its capital stock or other equity or voting securities (except (i) regular quarterly cash dividends by Providence at a rate not in excess of $0.32 per share of Providence common stock,\n(ii) quarterly cash dividends to the extent necessary for the payment of taxes resulting from the ownership of Providence common stock by the holders of Providence common stock in amounts computed and paid (consistent with past practice), (iii)\nthe acceptance of shares of Providence common stock as payment for the exercise price of Providence stock options or for withholding taxes incurred in connection with the exercise of Providence stock options (in each case, in accordance with past\npractice and to the extent required or permitted by the terms of the applicable award agreements) or (iv) dividends paid by any of the subsidiaries of Providence to Providence or any of its wholly owned subsidiaries);

\n\n\n\n\n

•

grant any stock options, stock appreciation rights, performance shares, restricted stock units, restricted shares\nor other equity-based awards or interests, including Providence stock options, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock or other equity or voting securities;

\n\n\n\n\n

•

issue, sell or otherwise permit to become outstanding any additional shares of capital stock or other equity or\nvoting securities or securities convertible or exchangeable into, or exercisable for or valued by reference to, any shares of its capital stock or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other\nequity or voting securities, except for the issuance of shares upon the exercise of Providence Stock Options or the vesting or settlement of Providence Stock Options outstanding as of the date hereof;

\n\n\n\n\n

•

sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or material assets to any\nindividual, corporation or other entity other than a wholly owned subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any person, in each case other than in the ordinary course of business;\n

\n\n\n\n\n

•

except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts\npreviously contracted in good faith in the ordinary course of business, make any investment or acquisition, whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation or formation of a joint\nventure or otherwise, in or of any property or assets of any other individual, corporation or other entity, other than a wholly owned subsidiary of Providence;

\n\n\n\n\n

•

(i) terminate, materially amend, or waive any material provision of, certain material contracts, or make any\nmaterial change in any instrument or agreement governing the terms of any of its securities, other

-80-

\n\n\n

\nthan normal renewals of contracts in the ordinary course of business without material adverse changes to terms with respect to Providence or its subsidiaries or (ii) enter into certain\nmaterial contracts;

\n\n\n\n\n

•

except as required by the terms of any Providence benefit plan as in effect as of the date of the merger\nagreement, (i) enter into, adopt or terminate any Providence benefit plan (including any plans, programs, policies, agreements or arrangements that would be considered a Providence benefit plan if in effect as of the date of the merger\nagreement), (ii) amend any Providence benefit plan, other than de minimis administrative amendments in the ordinary course of business consistent with past practice that do not increase the cost or expense of maintaining, or increase the benefits\npayable under, such plan, program, policy or arrangements, (iii) except for customary payment of bonus compensation in the ordinary course of business consistent with past practice, pay, grant or award, or commit to pay, grant or award, any\nbonuses or incentive compensation, (iv) accelerate the vesting, funding or payment of, or otherwise deviate from the terms provided in the applicable award agreement with respect to the vesting, payment, settlement or exercisability of, any\nProvidence stock options or other equity-based awards or other compensation or benefit, (v) enter into any collective bargaining agreement or similar agreement or arrangement, (vi) increase the compensation, bonus, severance, termination\npay or other benefits payable to any of their respective current, prospective or former employees, officers, directors or independent contractors, except for ordinary course annual and promotion or elevation-related increases, (vii) fund or\nprovide any funding for any rabbi trust or similar arrangement, (viii) terminate the employment or services of any employee, officer, director or any independent contractor or consultant whose annual base salary or wage or annual consulting fee\nis greater than $125,000, in each case other than for cause, or (ix) hire or promote any employee, officer, director or any independent contractor or consultant whose annual base fee or base wage is or would be greater than $125,000;\n

\n\n\n\n\n

•

settle or compromise any claim, suit, action or proceeding other than any settlement involving solely money\ndamages not in excess of $10,000 individually or $100,000 in the aggregate that does not involve or create an adverse precedent and that would not impose any material restriction on the business of Providence or its subsidiaries or the surviving\ncorporation or its subsidiaries;

\n\n\n\n\n

•

(i) agree or consent to the issuance of any injunction, decree, order or judgment restricting or adversely\naffecting Providence’s or its subsidiaries’ respective businesses or operations or (ii) waive or release any material rights or claims other than in the ordinary course of business;

\n\n\n\n\n

•

take any action or knowingly fail to take any action where such action or failure to act could reasonably be\nexpected to prevent or impede the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

\n\n\n\n\n

•

amend its articles of incorporation, its bylaws or comparable governing documents of its subsidiaries;\n

\n\n\n\n\n

•

merge or consolidate itself or any of its subsidiaries with any other person, or restructure, reorganize or\ncompletely or partially liquidate or dissolve it or any of its subsidiaries;

\n\n\n\n\n

•

materially restructure or materially change its investment securities or derivatives portfolio or its interest\nrate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, except as may be required by GAAP;

\n\n\n\n\n

•

implement or adopt any change in its accounting principles, practices or methods, other than as may be required\nby GAAP;

\n\n\n\n\n

•

enter into a new line of business or change in any material respect its lending, collateral eligibility,\ninvestment, underwriting, risk and asset liability management, interest rate or fee pricing policies and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a\npercentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by such policies or applicable law, regulation or policies imposed by any governmental entity;

\n\n\n\n\n

•

except pursuant to existing commitments entered into prior to the date of the merger agreement and disclosed to\nValley prior to the date of the merger agreement, make or acquire, renew, modify or

-81-

\n\n\n

\nextend any loans that, (i) are outside of the ordinary course of business consistent with past practice or inconsistent with, or in excess of the limitations contained in, Providence’s\nloan policy or (ii) increase the aggregate outstanding commitments or credit exposure to any customer by more than $5,000,000 on a fully-secured basis (or $1,500,000 on any loan that is not on a fully-secured basis)without first notifying and,\nif requested by Valley within two (2) business days of receipt of such notice, consulting with Valley (which notification will be made through certain designated representatives of Valley);

\n\n\n\n\n

•

make, or commit to make, any capital expenditures that exceed $100,000 in the aggregate;

\n\n\n\n\n

•

make, change or revoke any material tax election (including any election in respect of the tax treatment of\nProvidence as an “S corporation” within the meaning of Sections 1361 and 1362 of the Code (and any analogous provisions of applicable state or local law) or the tax treatment of any subsidiary of Providence as either a “qualified\nsubchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code (and any similar provision of applicable state or local law) or as disregarded as an entity separate from its owner in accordance with Treasury Regulations Section 301.7701-3 (and any similar provision of applicable state, local or foreign law), as applicable (collectively, the “Providence tax treatment”), change an annual tax accounting period, adopt\nor change any material tax accounting method, file any amended tax return, enter into any closing agreement with respect to taxes, or settle any material tax claim, audit, assessment or dispute or surrender any right to claim a refund of a material\namount of taxes, take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to adversely impact the Providence tax treatment), or permit a shareholder to take any action or knowingly fail to\ntake any action where such action or failure to act could reasonably be expected to adversely impact the Providence tax treatment;

\n\n\n\n\n

•

(i) make any application for the opening or relocation of, or open or relocate, any branch office, loan\nproduction office or other significant office or operations facility of Providence or its subsidiaries, (ii) other than in consultation with Valley, make any application for the closing of or close any branch or (iii) other than in\nconsultation with Valley, purchase any new real property (other than other real estate owned properties in the ordinary course of business) or enter into, amend or renew any lease with respect to real property;

\n\n\n\n\n

•

foreclose upon or otherwise acquire any commercial real property (i) in excess of $50,000; or (ii) that\nwould reasonably be expected to raise environmental concerns (e.g., gas stations, dry cleaners, etc.), in each case, prior to receipt of a Phase I environmental review thereof;

\n\n\n\n\n

•

cause or allow the loss of insurance coverage, unless replaced with coverage which is substantially similar (in\namount, scope and insurer) to that in effect as of the date of merger agreement;

\n\n\n\n\n

•

knowingly take any action that is intended to or would reasonably be likely to adversely affect or materially\ndelay the ability of Providence or its subsidiaries to obtain any necessary approvals of any governmental entity required for the transactions contemplated by the merger agreement or by the bank merger agreement or the requisite Providence\nshareholder approval or to perform its covenants and agreements under the merger agreement or the bank merger agreement or to consummate the transactions contemplated thereby; or

\n\n\n\n\n

•

agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar\ngoverning body in support of, any of the foregoing.

Regulatory Matters

Valley and Providence have agreed to cooperate with each other and use their respective reasonable best efforts to promptly prepare and file\nall necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings required to obtain the requisite regulatory approvals, use their reasonable best efforts to\nmake such filings within forty-five (45) days of the date of the merger agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all

-82-

\nthird parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to\ncomply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities. Each of Valley and Providence has agreed to, and to cause their applicable subsidiaries to,\ncooperate with each other in connection therewith (including the furnishing of any information that may be reasonably requested or required to obtain the requisite regulatory approvals) and will cause their respective subsidiaries to respond and\ncomply as promptly as practicable to any requests by governmental entities for documents and information. Each of Valley and Providence has the right to review in advance, and, to the extent practicable, each will consult the other on, in each case\nsubject to applicable laws relating to the exchange of information, all the information relating to Providence or Valley, as the case may be, and any of their respective subsidiaries, which appears in any filing made with, or written materials\nsubmitted to, any governmental entity in connection with the transactions contemplated by the merger agreement. In exercising the foregoing right, each of the parties has agreed to act reasonably and as promptly as practicable. Each of Valley and\nProvidence has agreed to consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental entities necessary or advisable to consummate the transactions contemplated\nby the merger agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by the merger agreement. Each party has agreed to consult with the other in advance of any\ncommunication, meeting or conference with any governmental entity in connection with the transactions contemplated by the merger agreement and, to the extent permitted by such governmental entity, give the other party and/or its counsel the\nopportunity to attend and participate in such communications, meetings and conferences.

In furtherance of the foregoing, each of Valley\nand Providence has agreed to use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would\nrestrain, prevent or delay the closing, and (ii) avoid or eliminate each and every impediment so as to enable the closing to occur as soon as possible, provided, however, that notwithstanding anything in merger agreement to the contrary, Valley\nwill not be required to, and Providence will not (without the written consent of Valley), take any action, or commit to take any action, or agree to any condition or restriction, in order to resolve any objections to the transactions contemplated by\nthe merger agreement or in connection with obtaining any permits, consents, approvals and authorizations of governmental entities that would, individually or in the aggregate, reasonably be likely to have a material adverse effect on the surviving\ncorporation and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative to Providence and its subsidiaries, taken as a whole) (a “materially burdensome regulatory condition”).

Each of Valley and Providence has agreed to promptly advise the other upon receiving any communication from any governmental entity whose\nconsent or approval is required for consummation of the transactions contemplated by the merger agreement that causes such party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained or that the\nreceipt of any such approval will be materially delayed.

Employee Matters

Valley shall provide the employees of Providence as of the effective time (the “continuing employees”), during the period\ncommencing at the effective time and ending on the first anniversary of the effective time (the “continuation period”): (i) annual base salary or wages, as applicable, that are no less than the annual base salary or wages in effect for\neach such continuing employee immediately prior to the effective time, and (ii) incentive and commission compensation opportunities and employee benefits (excluding non-qualified deferred compensation,\nequity or equity-based incentive compensation, change in control or retention arrangements or any other one-time payments) that are substantially comparable in the aggregate to those provided to similarly\nsituated employees of Valley. Each continuing employee who is not party to an individual agreement providing for severance or termination benefits and is terminated during the continuation period under severance qualifying circumstances shall be\nprovided severance benefits under the broad-based severance policy maintained by Valley.

-83-

With respect to any employee benefit plans of Valley in which any continuing employees\nbecome eligible to participate on or after the effective time (the “new plans”), Valley will use commercially reasonable efforts to: (i) waive all pre-existing conditions, exclusions and\nwaiting periods with respect to participation and coverage requirements applicable to such employees and their eligible dependents under any new plans, except to the extent such pre-existing conditions,\nexclusions or waiting periods would apply under the analogous Providence benefit plan; (ii) provide each such employee and their eligible dependents with credit for any co-payments or coinsurance and\ndeductibles paid prior to the effective time under a Providence benefit plan that provides health care benefits (including medical, dental and vision), to the same extent that such credit was given under the analogous Providence benefit plan prior\nto the effective time, in satisfying any applicable deductible, co-payment, coinsurance or maximum out-of-pocket requirements\nunder any new plans; and (iii) recognize all service of such employees with Providence for all purposes in any new plan to the same extent that such service was taken into account under the analogous Providence benefit plan prior to the\neffective time. Recognition will not apply (a) to the extent it would result in duplication of benefits for the same period of service, (b) for purposes of any defined benefit pension or retiree welfare plan, (c) for purposes of any\nbenefit plan that is a frozen plan or provides grandfathered benefits, or (d) for purposes of any equity incentive awards granted by Valley.

Unless otherwise requested by Valley in writing delivered to Providence at least five (5) business days before the closing date,\nProvidence and its appropriate subsidiary have agreed to execute and deliver such instruments and take such other actions to cause any 401(k) plan sponsored or maintained by Providence (a “Providence 401(k) plan”) to be terminated\neffective as of immediately prior to the effective time and contingent upon the occurrence of the closing. If the Providence 401(k) plan is terminated, the continuing employees will be eligible to participate, effective as soon as reasonably\npracticable following the effective time, in a 401(k) plan sponsored or maintained by Valley, and Providence and Valley will take any and all actions as may be required, to permit the continuing employees who are then actively employed to roll over\n“eligible rollover distributions” to the 401(k) plan sponsored by Valley in the form of cash, notes (in the case of loans) or a combination thereof.

Director and Officer Indemnification and Insurance

The merger agreement provides that at or prior to the effective time, Providence will purchase past acts and extended reporting period\ninsurance coverage under its (i) current directors and officers insurance policy, (ii) employment practices liability insurance policy and (iii) bankers professional insurance policy (provided, that Providence may substitute such\npolicies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the insured for each of the foregoing), in each case that (x) provides coverage with\nrespect to claims arising from facts or events which occurred at the effective time or during at least the six (6)-year period immediately preceding the effective time (including the transactions contemplated by the merger agreement) and (y) is\nin effect for a period of at least six (6) years from and after the effective time (except that Providence will not expend for such extended insurance coverage an amount in excess of three hundred percent (300%) of the current annual premium\npaid as of the date hereof by Providence for such insurance, applied over a six (6)-year term of such extended coverage).

The merger\nagreement provides that, for a period of no less than six (6) years from and after the effective time, the surviving corporation will indemnify and hold harmless and will advance expenses as incurred, in each case to the extent (subject to\napplicable law) such persons are indemnified as of the date of the merger agreement by Providence pursuant to the Providence articles of incorporation, the Providence bylaws, the governing or organizational documents of any subsidiary of Providence\nand certain other indemnification agreements in existence as of the date of the merger agreement, each present and former director or officer of Providence and its subsidiaries (in each case, when acting in such capacity) (collectively, the\n“Providence indemnified parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit,\nproceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the effective time, arising out of the fact that such person is or was a director or officer of Providence or any of its\nsubsidiaries and

-84-

\npertaining to matters existing or occurring at or prior to the effective time, including the transactions contemplated by the merger agreement; provided, that in the case of advancement of\nexpenses the Providence indemnified party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined that such Providence indemnified party is not entitled to\nindemnification.

Certain Additional Covenants

The merger agreement also contains additional covenants, including, among others, covenants relating to the filing of this proxy\nstatement/prospectus, obtaining required consents, the listing of the shares of Valley common stock to be issued in the merger, access to information of the other company, Providence’s allowance for loan losses, advice of changes, takeover\nrestrictions, shareholder litigation relating to the transactions contemplated by the merger agreement, termination of related party agreements, the assumption by Valley or Valley National Bank of Providence and Providence Bank indebtedness and\npublic announcements with respect to the transactions contemplated by the merger agreement. Additionally, the merger agreement provides that Providence must take all actions to cause all agreements between Providence and its related parties\n(including the fourth amended and restated agreement of shareholders of Providence, effective as of November 30, 2016, as amended by the first amendment, effective as of October 25, 2018 and that certain addendum agreement, dated as of\nSeptember 20, 2022) to be terminated effective at or prior to the closing.

Shareholder Meeting and Recommendation of\nthe Providence Board of Directors

Providence has agreed to take, in accordance with applicable law and the Providence articles of\nincorporation and Providence bylaws, as amended, all actions necessary to convene a meeting of its shareholders (the “Providence special meeting”) to be held as soon as reasonably practicable after the registration on Form S-4 of which this proxy statement/prospectus forms a part is declared effective for the purpose of obtaining the requisite Providence shareholder approval required in connection with the merger agreement and the\nmerger. Except in the case of a Providence adverse recommendation change (as defined below), the Providence board of directors will use its reasonable best efforts to obtain from the shareholders of Providence the requisite Providence shareholder\napproval, including by communicating to its shareholders its recommendation (and including such recommendation in this proxy statement/prospectus) that they approve the merger agreement and the transactions contemplated thereby (the\n“Providence board recommendation”). If requested by Valley, Providence will engage a proxy solicitor reasonably acceptable to Valley to assist in the solicitation of proxies from Providence shareholders relating to the requisite\nProvidence shareholder approval. Providence and its board of directors will not (i) withhold, withdraw, modify or qualify in a manner adverse to Valley the Providence board recommendation, (ii) fail to make the Providence board\nrecommendation in this proxy statement/prospectus, (iii) adopt, approve, recommend or endorse a Providence acquisition proposal or publicly announce an intention to adopt, approve, recommend or endorse a Providence acquisition proposal,\n(iv) fail to publicly and without qualification (A) recommend against any Providence acquisition proposal or (B) reaffirm the Providence board recommendation, in each case within ten (10) business days (or such fewer number of\ndays as remains prior to the Providence special meeting) after a Providence acquisition proposal is made public or any request by Valley to do so or (v) publicly propose to do any of the foregoing clauses (i) through (iv) (any of the\nforegoing, an “Providence adverse recommendation change”). However, subject to certain termination rights in favor of Valley as described in the sections entitled “—Termination of the Merger Agreement” and\n“—Effect of Termination,” if the Providence board of directors, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely\nthan not result in a violation of its fiduciary duties under applicable law to make or continue to make the Providence board recommendation, then, prior to the receipt of the requisite Providence shareholder approval, in submitting the merger\nagreement and the merger to its shareholders, the Providence board of directors may withhold or withdraw or modify or qualify in a manner adverse to Valley the Providence board recommendation or may submit the merger agreement and the merger to its\nshareholders without recommendation (although the resolutions approving the merger agreement as of the date thereof may not be rescinded or amended), in which

-85-

\nevent the Providence board of directors may communicate the basis for the Providence adverse recommendation change to its shareholders in the proxy statement/prospectus or an appropriate\namendment or supplement thereto; provided that the Providence board of directors may not take any actions under this sentence unless (i) it gives Valley at least three (3) business days’ prior written notice of its intention to take\nsuch action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Providence board of directors in response to a Providence acquisition\nproposal, the latest material terms and conditions and the identity of the third party in any such Providence acquisition proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and\n(ii) at the end of such notice period, the Providence board of directors takes into account any amendment or modification to the merger agreement proposed by Valley and after receiving the advice of its outside counsel and, with respect to\nfinancial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to continue to make the Providence board recommendation. Any\nmaterial amendment to any Providence acquisition proposal will be deemed to be a new Providence acquisition proposal for purposes of such notice requirement and will require a new notice period.

Providence will adjourn or postpone the Providence special meeting if, as of the time for which such meeting is originally scheduled, there\nare insufficient shares of Providence common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting, Providence has not received proxies\nrepresenting a sufficient number of shares necessary to obtain the requisite Providence shareholder approval. Notwithstanding anything to the contrary in the merger agreement, unless the merger agreement has been terminated in accordance with its\nterms, the Providence special meeting will be convened and the merger agreement and the merger will be submitted to the shareholders of Providence at the Providence special meeting for the purpose of voting on the approval of the merger and the\nother matters contemplated thereby, and nothing contained in the merger agreement will be deemed to relieve Providence of such obligation. Providence will only be required to adjourn or postpone the Providence special meeting two (2) times\npursuant to the first sentence of this paragraph.

Agreement Not to Solicit Other Offers

Providence has agreed that it will not, and will cause its subsidiaries, officers and directors, and use its reasonable best efforts to cause\nits and their respective employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals\nwith respect to, (ii) engage or participate in any negotiations with any person concerning or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any\nProvidence acquisition proposal (as defined below), except to notify a person that has made or, to the knowledge of Providence, is making any inquiries with respect to, or is considering making a Providence acquisition proposal of the existence of\nthe foregoing agreement. Unless the merger agreement is terminated in accordance with its terms, Providence has also agreed that it will not, and will cause its subsidiaries and its and their Representatives not to on its behalf, approve or enter\ninto any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality\nagreement referred to and entered into in accordance with the merger agreement relating to a Providence acquisition proposal). For purposes of the merger agreement, an “Providence acquisition proposal” means, other than the transactions\ncontemplated by the merger agreement, any offer, inquiry or proposal relating to, or any third-party indication of interest in, (i) any acquisition or purchase, direct or indirect, of twenty percent (20%) or more of the consolidated assets of\nProvidence and its subsidiaries or twenty percent (20%) or more of any class of equity or voting securities of Providence or its subsidiaries whose assets, individually or in the aggregate, constitute twenty percent (20%) or more of the consolidated\nassets of Providence, (ii) any tender offer or exchange offer that, if consummated, would result in such third party beneficially owning twenty percent (20%) or more of any class of equity or voting securities of Providence or its subsidiaries\nwhose assets, individually or in the aggregate, constitute twenty percent (20%) or more of the consolidated assets of

-86-

\nProvidence or (iii) a merger, consolidation, share exchange or other business combination, reorganization recapitalization, liquidation, dissolution or similar transaction involving a party\nor its subsidiaries whose assets, individually or in the aggregate, constitute twenty percent (20%) or more of the consolidated assets of Providence.

However, prior to the receipt of the requisite Providence shareholder approval, in the event Providence receives an unsolicited bona fide\nwritten Providence acquisition proposal, it may, and may permit its subsidiaries and its and its subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such\nnegotiations or discussions to the extent that its board of directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would\nbe more likely than not to result in a violation of its fiduciary duties under applicable law, provided that, prior to providing any confidential or nonpublic information permitted to be so provided, Providence has provided such information to\nValley, and has entered into a confidentiality agreement with such third party on terms no less favorable to it than the confidentiality agreement between Valley and Providence, which confidentiality agreement may not provide such person with any\nexclusive right to negotiate with Providence.

Providence has also agreed to, and to cause its Representatives to, immediately cease and\ncause to be terminated any activities, discussions or negotiations conducted before the date of the merger agreement with any person other than Valley with respect to any Providence acquisition proposal. Further, Providence has agreed to, and to\ncause its subsidiaries to, promptly request (to the extent it has not already done so prior to the date of the merger agreement) any person that has executed a confidentiality or non-disclosure agreement in\nconnection with any actual or potential Providence acquisition proposal that remains in effect as of the date of the merger agreement to return or destroy all confidential information of Providence or its subsidiaries in the possession of such\nperson or its Representatives. In addition, Providence has agreed to promptly (and in any event within twenty-four (24) hours) advise Valley following receipt of any Providence acquisition proposal or any inquiry which could reasonably be\nexpected to lead to a Providence acquisition proposal, and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Providence acquisition proposal), to provide Valley with an\nunredacted copy of any such Providence acquisition proposal and any draft agreements, proposals or other materials received in connection with any such inquiry or Providence acquisition proposal and to keep Valley reasonably apprised of any related\ndevelopments, discussions and negotiations on a current basis, including by providing to Valley within twenty-four (24) hours any amendments to or revisions of the terms of such inquiry or Providence acquisition proposal. Providence will use\nits reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its subsidiaries is a party in accordance with the terms thereof.

Conditions to Completion of the Merger

Valley’s and Providence’s respective obligations to complete the merger are subject to the satisfaction or waiver, at or prior to\nthe effective time, of the following conditions:

\n\n\n\n\n

•

the requisite approval of the merger and the merger agreement by the shareholders of Providence shall have been\nobtained;

\n\n\n\n\n

•

the shares of Valley common stock issuable pursuant to the merger agreement having been authorized for listing on\nthe NASDAQ, subject to official notice of issuance;

\n\n\n\n\n

•

\n\n\n\n\n

•

-87-

\n\n\n

\nof the other transactions contemplated by the merger agreement being in effect, and no law, statute, rule, regulation, order, injunction or decree having been enacted, entered, promulgated or\nenforced by any governmental entity which prohibits or makes illegal the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement;

\n\n\n\n\n

•

\n\n\n\n\n

•

\n\n\n\n\n

•

\n\n\n\n\n

•

Valley’s obligation to complete the merger is subject to the satisfaction or, where legally permissible, waiver\nof additional conditions. These additional conditions include, among others:

\n\n\n\n\n

•

receipt of a FIRPTA certificate from Providence stating that the shares of capital stock of Providence do not\nconstitute “United States real property interests” under the Code;

\n\n\n\n\n

•

Mr. Van Drunen having entered into an offer letter with Valley and/or Valley National Bank and that such\noffer letter remains in full force and effect;

\n\n\n\n\n

•

each director of Providence having entered into a voting agreement with Valley and that such voting agreements\nremain in full force and effect; and

\n\n\n\n\n

•

no requisite regulatory approval having resulted in the imposition of any materially burdensome regulatory\ncondition (as defined in “The Merger—Regulatory Approvals”).

Neither Valley nor Providence can\nprovide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party.

Termination of the Merger Agreement

The merger agreement can be terminated at any time prior to completion of the merger, whether\nbefore or after the receipt of the requisite Providence shareholder approval, in the following circumstances:

\n\n\n\n\n

•

by mutual consent of Valley and Providence in a written instrument;

\n\n\n\n\n

•

\n\n\n\n\n

•

-88-

\n\n\n

\nof the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements set forth in the merger agreement; provided that, Valley and Providence may\nmutually agree in writing to amend the termination date;

\n\n\n\n\n

•

\n\n\n\n\n

•

by Valley, prior to such time as the requisite Providence shareholder approval is obtained, if Providence or the\nProvidence board of directors (i) withholds, withdraws, modifies or qualifies in a manner adverse to Valley the Providence board recommendation (as defined in “The Merger Agreement—Shareholder Meeting and Recommendation of the\nProvidence Board of Directors”), (ii) fails to make the Providence board recommendation in this proxy statement/prospectus, (iii) adopts, approves, recommends or endorses a Providence acquisition proposal (as defined in “The\nMerger Agreement—Agreement Not to Solicit Other Offers”) or publicly announces an intention to adopt, approve, recommend or endorse a Providence acquisition proposal, (iv) fails to publicly and without qualification\n(A) recommend against any Providence acquisition proposal or (B) reaffirm the Providence board recommendation, in each case within ten (10) business days (or such fewer number of days as remains prior to the Providence special\nmeeting) after a Providence acquisition proposal is made public or any request by Valley to do so, (v) publicly proposes to do any of the foregoing clauses (i) through (iv) or (vi) materially breaches its obligations related to\nProvidence shareholder approval or Providence acquisition proposals; or

\n\n\n\n\n

•

by either Valley or Providence, if the requisite Providence shareholder approval is not obtained upon a vote\nthereon taken at the Providence special meeting (including at any adjournment or postponement thereof).

Neither Valley\nnor Providence is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of Valley common stock.

Effect of Termination

If the merger agreement is terminated by either Valley or Providence, as provided under “—Termination of the Merger\nAgreement” above, the merger agreement will become void and have no effect, and none of Valley, Providence, any of their respective subsidiaries or any of the officers or directors of any of them will have any liability of any nature\nwhatsoever under the merger agreement, or in connection with the transactions contemplated thereby, except that (i) designated provisions of the merger agreement will survive the termination, including those relating to the confidential\ntreatment of information, public announcements, the effect of termination, including the termination fee described below, and certain general provisions, and (ii) notwithstanding anything to the contrary in the merger agreement, neither Valley\nnor Providence will be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of any provision of the merger agreement.

-89-

Termination Fee

Providence will pay Valley a termination fee equal to $11,115,000 by wire transfer of same-day funds\n(the “termination fee”) if the merger agreement is terminated in the following circumstances:

\n\n\n\n\n

•

In the event that the merger agreement is terminated by Valley pursuant to the second to last bullet set forth\nunder “—Termination of the Merger Agreement” above. In such case, the termination fee must be paid to Valley as promptly as reasonably practicable after the date of termination (and in any event, within three (3) business days\nof the date of termination).

\n\n\n\n\n

•

In the event that, after the date of the merger agreement and prior to the termination of the merger agreement, a\nbona fide Providence acquisition proposal has been communicated to or otherwise made known to the Providence board of directors or Providence’s senior management or has been made directly to Providence’s shareholders generally, or any\nperson has publicly announced (and not withdrawn at least two (2) business days prior to the Providence special meeting) a Providence acquisition proposal, and (a) (i) thereafter the merger agreement is terminated by either Valley or\nProvidence pursuant to the third bullet set forth under “—Termination of the Merger Agreement” above without the requisite Providence shareholder approval having been obtained (and all other closing conditions set forth in the\nmerger agreement and applicable to Providence were satisfied or were capable of being satisfied prior to such termination), (ii) thereafter the merger agreement is terminated by Valley pursuant to the fourth bullet set forth under\n“—Termination of the Merger Agreement” above as a result of a willful and material breach or (iii) thereafter the merger agreement is terminated by either Valley or Providence pursuant to the sixth bullet set forth under\n“—Termination of the Merger Agreement” above, and (B) prior to the date that is twelve (12) months after the date of such termination, Providence enters into a definitive agreement or consummates a transaction with\nrespect to a Providence acquisition proposal (whether or not the same Providence acquisition proposal as that referred to above), provided that for purposes of the foregoing, all references in the definition of Providence acquisition proposal to\n“twenty percent (20%)” will instead refer to “fifty percent (50%).” In such case, the termination fee must be paid to Valley on the earlier of the date Providence enters into such definitive agreement and the date of\nconsummation of such transaction.

Fees and Expenses

Except as otherwise expressly provided in the merger agreement, all fees and expenses incurred in connection with the merger agreement and the\ntransactions contemplated thereby will be paid by the party incurring such fees or expenses, whether or not the merger is consummated, except that Valley will pay and bear the cost of (a) each regulatory filing, application, notification,\nregistration or similar fee required to be paid by any party in connection with the merger agreement and the transactions contemplated thereby under applicable law and (b) any fees and expenses (excluding each party’s internal costs and\nfees and expenses of attorneys, accountants and financial and other advisors) incurred in respect of printing, filing and mailing of this proxy statement/prospectus.

Amendment, Waiver and Extension of the Merger Agreement

Subject to compliance with applicable law, the merger agreement may be amended by the parties at any time before or after the receipt of the\nrequisite Providence shareholder approval, except that after the receipt of the requisite Providence shareholder approval, there may not be, without further approval of the shareholders of Providence, any amendment of the merger agreement that\nrequires such further approval under applicable law.

At any time prior to the effective time, the parties may, to the extent legally\nallowed, extend the time for the performance of any of the obligations or other acts of the other party, waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement or in any document delivered\nby such other party pursuant to the merger agreement, and waive compliance with any of the agreements or

-90-

\nsatisfaction of any conditions for its benefit contained in the merger agreement; provided, however, that after the receipt of the requisite Providence shareholder approval, there may not be,\nwithout further approval of the shareholders of Providence, any extension or waiver of the merger agreement or any portion thereof that requires further approval under applicable law.

Voting Agreements

Each of the directors of Providence and Providence Bank, in each case in their capacities as shareholders, have individually entered into a\nProvidence voting agreement. Under the voting agreements, each such shareholder agrees to, among other things, at the Providence special meeting and at any other meeting of shareholders of Providence (a) appear at each such meeting or otherwise\ncause such shareholder’s shares of Providence common stock to be counted as present thereat for the purpose of establishing a quorum, (b) vote (or cause to be voted), in person or by proxy, all of such shareholder’s Providence\ncommon stock (i) in favor of any proposals for the approval and adoption of the merger agreement or any other proposal submitted to Providence shareholders pursuant to, or necessary or advisable for, the consummation of the transactions\ncontemplated by the merger agreement and (ii) in favor of any proposal to adjourn or postpone any meeting of the shareholders of Providence at which any of the foregoing matters are submitted for consideration and vote of the shareholders of\nProvidence to a later date if there are not a quorum or sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; (iii) against any alternative acquisition proposal,\nwithout regard to any recommendation to the shareholders of Providence by the Providence board of directors concerning such alternative acquisition proposal, and against any other action, agreement or transaction involving Providence or any of its\nsubsidiaries that would reasonably be expected to materially impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the merger or any other transactions contemplated by the merger agreement or the shareholder voting\nagreements or the performance by Providence of its obligations under the merger agreement or by such shareholder of its obligations under the voting agreement and (c) not vote or execute any written consent to rescind or amend in any manner any\nprior vote of written consent, as a shareholder of Providence, to approve or adopt the merger agreement unless the voting agreement has been terminated in accordance with its terms. In addition, the Providence voting agreements provide that such\nshareholders will not sell or transfer any of their shares of Providence common stock of which they are a record or beneficial owner, subject to certain exceptions, until the voting agreement is terminated in accordance with its terms.

The Providence voting agreements will remain in effect until the earlier to occur of: (1) the closing of the merger, (2) the date of\ntermination of the merger agreement in accordance with its terms and (3) entry into certain amendments, modifications, waivers or other changes to any provision of the merger agreement, as in effect on the date of the voting agreement, without\nthe shareholder’s prior written consent.

As of the Providence record date, shares constituting approximately 18.9% of the\nProvidence common stock entitled to vote at the Providence special meeting are subject to Providence voting agreements.

The foregoing description of the Providence voting agreements is subject to, and qualified in its entirety by reference to the Providence\nvoting agreements, a form of which is attached to this proxy statement/prospectus as Annex B and is incorporated by reference into this proxy statement/prospectus.

For information regarding the voting agreement and certain holders of shares of Providence common stock, see “Security Ownership of\nProvidence Directors, Executive Officers and Certain Beneficial Owners of Providence” on page 97.

Governing Law\n

The merger agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without regard to any\napplicable conflicts of law principles (except that matters relating to the

-91-

\nfiduciary duties of the board of directors of Valley and Providence shall be subject to the laws of the States of New Jersey and Illinois, respectively).

Specific Performance

Valley and Providence will be entitled to specific performance of the terms of the merger agreement, including an injunction or injunctions to\nprevent breaches of the merger agreement or to enforce specifically the performance of the terms and provisions thereof (including the parties’ obligation to consummate the merger), in addition to any other remedy to which they are entitled at\nlaw or in equity. Each of Valley and Providence waives any defense in any action for specific performance that a remedy at law would be adequate and any requirement under any law to post security or a bond as a prerequisite to obtaining equitable\nrelief.

-92-

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER\n

The following general discussion sets forth the anticipated material U.S. federal income tax consequences of the merger to U.S.\nholders (as defined in this section) who exchange their Providence common stock for a combination of Valley common stock and cash in the merger. This discussion does not address any tax consequences arising under the laws of any state, local or\nforeign jurisdiction or under any U.S. federal laws other than those pertaining to the income tax (such as estate or gift tax laws) and, except as expressly addressed below, any U.S. tax reporting requirements. This discussion is based upon the\nCode, the U.S. Treasury Regulations promulgated thereunder and court and administrative rulings and decisions in effect on the date of this proxy statement/prospectus. These laws may change, possibly in a material and adverse manner and/or\nretroactively, or be subject to differing interpretations, and any such change or differing interpretation could affect the continuing validity and accuracy of this discussion.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Providence common stock that is, for U.S.\nfederal income tax purposes:

\n\n\n\n\n

•

an individual citizen or resident of the United States;

\n\n\n\n\n

•

a corporation, or other entity taxable as a corporation, created or organized under the laws of the United\nStates, any state thereof or the District of Columbia;

\n\n\n\n\n

•

a trust if (a) its administration is subject to the primary supervision of a court within the United States\nand one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) it has a valid election in effect under applicable Treasury Regulations to be treated as a United States person; or

\n\n\n\n\n

•

an estate the income of which is subject to U.S. federal income tax regardless of its source.\n

If a partnership, including for this purpose any entity or arrangement classified as a partnership for U.S. federal\nincome tax purposes, holds Providence common stock, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of the partners, the status and activities of the partnership and certain determinations\nmade at the partner level. If you are a partner of a partnership holding Providence common stock, you should consult your tax advisors regarding the specific U.S. federal income tax consequences of the merger in light of your particular\ncircumstances.

This discussion is applicable to you only if you hold your shares of Providence common stock as a “capital\nasset” within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular\ncircumstances or that may be applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

\n\n\n\n\n

•

a bank or other financial institution;

\n\n\n\n\n

•

a tax-exempt organization or governmental organization;\n

\n\n\n\n\n

•

an S corporation, partnership or other pass-through entity (or a shareholder, partner or investor therein);\n

\n\n\n\n\n

•

an underwriter or insurance company;

\n\n\n\n\n

•

a mutual fund;

\n\n\n\n\n

•

a pension fund, retirement plan, individual retirement account or other\ntax-deferred account;

\n\n\n\n\n

•

a broker, dealer or trader in securities (including traders in securities that elect to apply a mark-to-market accounting method), currencies or commodities;

\n\n\n\n\n

•

a holder of Providence common stock subject to the alternative minimum tax provisions of the Code;\n

\n\n\n\n\n

•

a holder of Providence common stock subject to the U.S. anti-inversion rules or the base erosion and anti-abuse\ntax;

-93-

\n\n\n\n\n

•

a holder of Providence common stock who holds such stock (or who will hold Valley common stock after the merger)\nin connection with a trade or business, permanent establishment or fixed base outside the United States;

\n\n\n\n\n

•

a holder of Providence common stock required to accelerate the recognition of any item of gross income as a\nresult of such income being recognized on an “applicable financial statement”;

\n\n\n\n\n

•

a holder of Providence common stock who received Providence common stock through the exercise of employee stock\noptions or through a tax-qualified retirement plan or otherwise as compensation;

\n\n\n\n\n

•

a holder who exercises dissenters’ rights;

\n\n\n\n\n

•

a person who is not a U.S. holder;

\n\n\n\n\n

•

a real estate investment trust;

\n\n\n\n\n

•

a regulated investment company;

\n\n\n\n\n

•

a person who uses a functional currency other than the U.S. dollar;

\n\n\n\n\n

•

an expatriate or former citizen or long-term resident of the United States;

\n\n\n\n\n

•

a holder who owns (or who has owned or will own, directly, indirectly, or constructively, at any time) 5% or more\nof the total combined voting power or value of Providence;

\n\n\n\n\n

•

a holder of options granted under any Providence benefit plan; or

\n\n\n\n\n

•

a holder of Providence common stock who holds Providence common stock as part of a hedge, straddle or a\nconstructive sale or conversion transaction.

If you are a U.S. holder subject to special provisions and/or tax\ntreatment under the Code, including but not limited to those described immediately above, you should consult your own tax advisors regarding the tax consequences relating to the merger in light of your particular circumstances. This discussion is\nnot a complete description of all of the U.S. federal income tax consequences of the merger and, in particular, does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and\nEducation Reconciliation Act of 2010 or any consequences under the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection\ntherewith).

This discussion is not intended to be, and should not be construed as, legal or tax advice and does not purport to be a\ncomplete analysis or discussion of all U.S. federal income tax considerations relating to the merger. The tax consequences of the merger are complex and will depend on your specific situation and factors not within Valley’s or\nProvidence’s control. No ruling from the Internal Revenue Service (“IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences applicable to U.S. holders as discussed herein. This discussion\nis not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this discussion. In addition, because the authorities on which this discussion is based are subject to\nvarious interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this discussion. You should consult your own tax advisor as to the tax consequences of the merger in light of your particular\ncircumstances, including the ability and effect of the alternative minimum tax and any U.S. federal, U.S. state or local, non-U.S. or other tax laws and of changes in such laws.

Tax Consequences of the Merger Generally

U.S. Holders

Valley and Providence\nintend the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. As described below, it is a condition to each party’s respective obligations to\n

-94-

\ncomplete the merger that Valley and Providence each receive a legal opinion that the merger will so qualify. Assuming the merger qualifies as a “reorganization” within the meaning of\nSection 368(a) of the Code, the material U.S. federal income tax consequences of the merger to a U.S. holder generally will be as follows:

\n\n\n\n\n

•

you will recognize gain (but not loss) in an amount equal to the lesser of (i) the excess, if any, of\n(a) the sum of the amount of cash (excluding any cash received instead of a fractional share of Valley common stock) and the fair market value of the Valley common stock received in the merger over (b) your adjusted tax basis in the\nProvidence common stock surrendered in exchange therefor, and (ii) the amount of cash received (excluding any cash received instead of a fractional share of Valley common stock);

\n\n\n\n\n

•

your aggregate tax basis in the Valley common stock that you receive in exchange for Providence common stock in\nthe merger (including any fractional share interest you are deemed to receive and exchange for cash, as described below) will equal your aggregate tax basis in the Providence common stock exchanged therefor, decreased by the amount of cash received\n(excluding any cash received instead of a fractional share of Valley common stock) and increased by the amount of gain recognized (excluding any gain recognized with respect to cash received instead of a fractional share of Valley common stock); and\n

\n\n\n\n\n

•

your holding period for the Valley common stock that you receive in exchange for Providence common stock in the\nmerger (including any fractional share interest you are deemed to receive and exchange for cash, as described below) will include your holding period for the shares of Providence common stock exchanged therefor.

If you acquired different blocks of Providence common stock at different times and at different prices, your tax basis and holding period in\nyour Valley common stock may be determined with reference to each block of Providence common stock. You should consult your tax advisor regarding the determination of the tax basis and/or holding periods of the particular shares of Valley common\nstock received in the merger.

Cash Instead of Fractional Shares

If you receive cash instead of a fractional share of Valley common stock, you generally will be treated as having received the fractional share\nof Valley common stock pursuant to the merger and then as having exchanged that fractional share for cash in redemption by Valley. You generally will recognize capital gain or loss on any cash received instead of a fractional share of Valley common\nstock equal to the difference between the amount of cash received and your adjusted tax basis in such fractional share. Any capital gain or loss will constitute long-term capital gain or loss if your holding period in Providence common stock\nsurrendered in the merger is greater than one (1) year as of the effective time of the merger. Long-term capital gains recognized by certain non-corporate taxpayers, including individuals, are generally\ntaxed at preferential U.S. federal income tax rates. There are currently no preferential U.S. federal income tax rates for long-term capital gains of a U.S. holder that is a corporation. The deductibility of a capital loss is subject to significant\nlimitations under the Code.

Closing Condition Tax Opinions

It is a condition to the closing of the merger that Valley and Providence receive an opinion from Wachtell, Lipton, Rosen & Katz and\nDickinson Wright PLLC, respectively, dated as of the closing date of the merger, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. These opinions will be based upon and\nrely on, among other things, various facts, assumptions, representations and warranties and covenants, including those contained in the merger agreement and in representation letters provided by Valley and Providence. If any of these facts,\nassumptions, representations and warranties or covenants underlying the tax opinions described above is or becomes incorrect, incomplete, inaccurate or is violated, the validity of, and the conclusions reached in, such tax opinions may be affected,\nno longer accurate or jeopardized. In addition, the opinions will be subject to certain qualifications and limitations as set forth therein.

-95-

An opinion of counsel represents such counsel’s judgment and is not binding on the IRS\nor any court. Valley and Providence have not and do not intend to seek any ruling from the IRS regarding any matters relating to the merger, and as a result, there can be no assurance that the IRS or a court will not disagree with or challenge any\nof the conclusions described herein or in such opinions of counsel.

Information Reporting and Backup Withholding

You may be subject to U.S. information reporting and backup withholding (currently at a rate of 24%) on any cash payments received in\nconnection with the merger. You will not be subject to backup withholding, however, if you:

\n\n\n\n\n

•

furnish your correct taxpayer identification number and certify, among other information, that you are not\nsubject to backup withholding on the IRS Form W-9 (or a suitable substitute or successor form) included in the letter of transmittal to be delivered to you following the completion of the merger and otherwise\ncomply with all applicable requirements of the backup withholding rules; or

\n\n\n\n\n

•

otherwise establish an exemption from backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or\ncredit against your U.S. federal income tax liability, if any, provided that you timely furnish the required information to the IRS. You should consult your own tax advisors to determine your qualification for exemption from backup withholding and\nthe procedure for establishing an exemption in light of your particular circumstances.

The preceding discussion is intended only as a\nsummary of the material U.S. federal income tax consequences of the merger and is not tax or legal advice. It is not a complete analysis or discussion of all potential tax considerations that may be important or applicable to a particular holder of\nProvidence common stock. The tax consequences of the merger to any holder of Providence common stock will depend on such holder’s specific situation and circumstances. Holders of Providence common stock should consult their own tax advisors\nwith respect to the tax consequences of the merger in light of their particular circumstances, including the applicability and effect of any U.S. federal, U.S. state or local, non-U.S. or other tax laws and of\nchanges in such laws.

-96-

SECURITY OWNERSHIP OF PROVIDENCE DIRECTORS, EXECUTIVE OFFICERS\n

AND CERTAIN BENEFICIAL OWNERS OF PROVIDENCE

The following table sets forth information with respect to the beneficial ownership of Providence common stock as of September 30, 2026,\nthe record date for the Providence special meeting. The information is presented, subject to certain assumptions set forth in the footnotes, for:

\n\n\n\n\n

•

each person known by Providence to beneficially own more than 5% of the outstanding shares of Providence common\nstock;

\n\n\n\n\n

•

each of Providence’s directors;

\n\n\n\n\n

•

each of Providence’s named executive officers; and

\n\n\n\n\n

•

all named executive officers and directors as a group.

Beneficial ownership has been determined in accordance with SEC beneficial ownership rules, which generally attribute to a person any shares\nover which the person has sole or shared voting or investment power. In calculating the number and percentage of shares beneficially owned by a particular person, Providence has included shares underlying stock options, warrants, or other rights\nheld by such person that are currently exercisable or will become exercisable within 60 days of September 30, 2026, even though such shares are not treated as outstanding for purposes of computing the beneficial ownership percentage of any\nother person. Except as otherwise indicated, Providence believes the beneficial owners of Providence common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed\nopposite their names. Percentage ownership is based on 2,820,825 shares of Providence common stock outstanding as of September 30, 2026.

Unless otherwise indicated, the address of each of the individuals named in the table below under “Named Executive Officers and\nDirectors” is c/o Providence Financial Corporation, 630 East 162nd Street, South Holland, Illinois 60473.


Name of Beneficial Owner	Shares of Providence Common Stock Beneficially Owned⁽¹⁾		Percentage Beneficially Owned ⁽²⁾
Named Executive Officers and Directors
Steven G. Van Drunen (Director, President/CEO)		160,975		5.7	%
Kevin L. Botma (Director, Secretary)		44,917		1.6	%
David A. DeGroot (Director, Treasurer)		108,174		3.8	%
Douglas A. DeGroot (Director)		55,722		2.0	%
Louis Dodd (Director)		7,000		*
Henry Doorn Jr. (Director)		21,000		*
Peter H. Huizenga, Jr (Director)		167,330		5.9	%
James Lanting (Director)		80,110		2.8	%
Tenay Mazumdar (Director)		14,568		*
William Gleason		3,000		*
Eugene C. Varnado (VP/Secretary)		49,644		1.8	%
All executive officers and directors as a group (consisting of 11 persons)		712,440		25.3	%

\n\n\n

*	Represents less than 1% of the outstanding shares of Providence common stock.

\n\n\n

(1)	Includes shares of Providence common stock underlying Providence stock options that are exercisable within 60\ndays of September 30, 2026 (consisting of 8,001 shares for Mr. Huizenga, 37,500 shares for

-97-

\n\n\n

\nMr. Van Drunen, 35,000 shares for Mr. David DeGroot, 8,001 shares for Mr. Lanting, 8,001 shares for Mr. Varnado, 14,000 shares for Mr. Botma, 40,000 shares for\nMr. Douglas DeGroot, 8,001 shares for Mr. Doorn, 4,667 shares for Mr. Dodd, 14,000 shares for Mr. Mazumdar, and 3,000 shares for Mr. Gleason).

\n\n\n

(2)	Calculated on the basis of 2,820,825 shares of Providence common stock outstanding as of September 30,\n2026, plus, for each applicable person, the number of shares subject to stock options exercisable within 60 days of such date.

-98-

DESCRIPTION OF VALLEY CAPITAL STOCK

As a result of the merger, Providence shareholders will receive shares of Valley common stock in the merger and will become Valley\nshareholders. The following description summarizes the terms of Valley’s capital stock but does not purport to be complete, and it is qualified in its entirety by reference to the applicable provisions of federal law governing bank holding\ncompanies, New Jersey law and the Valley articles of incorporation and the Valley bylaws. The Valley articles and the Valley bylaws are filed as exhibits to the registration statement of which this proxy statement/prospectus forms a part.

Valley’s authorized capital stock consists of 650,000,000 authorized shares of common stock, no par value (the “Valley common\nstock”) and 50,000,000 authorized shares of preferred stock, no par value (the “Valley preferred stock”). As of the date of this proxy statement/prospectus, there were [ ] shares of Valley common stock issued and\noutstanding and [ ] shares of Valley preferred stock issued and outstanding. All outstanding shares of Valley capital stock are fully paid and non-assessable.

Valley Common Stock

Voting Rights

At meetings of shareholders, holders of Valley common stock are entitled to one (1) vote per share. The quorum for shareholders’\nmeetings is a majority of the outstanding shares of Valley common stock represented in person or by proxy. Generally, actions and authorizations to be taken or given by shareholders require the approval of a majority of the votes cast by holders of\nValley common stock at a meeting at which a quorum is present. Valley shareholders do not have cumulative voting rights in the election of directors.

Dividend Rights

Subject to the\nrights of holders of preferred stock as set forth in the Valley articles of incorporation, if any, holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by the Valley board of directors in its\ndiscretion out of funds legally available for the payment of dividends.

Liquidation Rights

Subject to the rights of holders of preferred stock as set forth in the Valley articles of incorporation, in the event of any liquidation,\ndissolution or winding up of Valley, the holders of Valley common stock are entitled to share pro rata in the assets of Valley legally available for distribution after payment of debts and liabilities.

Redemption Rights

Valley common\nstock is not redeemable at the option of Valley or holders thereof.

Preemptive and Conversion Rights

Holders of Valley common stock do not have any preemptive, conversion or exchange rights.

Transfer Agent and Registrar

The\ntransfer agent and registrar for Valley common stock is Equiniti Trust Company, LLC, at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120-4100.

Listing

Valley common stock is\nlisted on the Nasdaq under the symbol “VLY.”

-99-

A provision of New Jersey law, the New Jersey Shareholders’ Protection Act, applies to\nValley and prohibits certain transactions involving an “interested stockholder” and a resident domestic corporation. When used in reference to any such corporation, an “interested stockholder” is generally defined as one who\nis the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting stock of that corporation or who is an affiliate or associate of that corporation and at any time within the five-year period immediately\nprior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of that corporation.

For more information regarding the rights of holders of Valley common stock, see “Comparison of Shareholders’ Rights”\nbeginning on page 103.

Valley Preferred Stock

The Valley board of directors expressly authorized from time to time to adopt and to cause to be executed and filed without further approval of\nthe Valley shareholders amendments to the Valley articles of incorporation authorizing the issuance of one or more classes or series of Valley preferred stock for such consideration as the Valley board of directors may fix. Except as otherwise\nlimited by the Valley articles or applicable laws, rules or regulations, the Valley board has the authority to determine the preferences, qualifications, privileges, options and other relative or special rights and limitations of the preferred stock\nand any class or series thereof. In an amendment authorizing any class or series of Valley preferred stock, the Valley board of directors is expressly authorized to determine:

\n\n\n\n\n

•

distinctive designation of the class or series and the number of shares which will constitute the class or\nseries, which number may be increased or decreased (but not below the number of shares then outstanding in that class or above the total shares authorized herein) from time to time by action of the Valley board of directors;

\n\n\n\n\n

•

dividend rate on the shares of the class or series, whether dividends will be cumulative, and, if so, from what\ndate or dates;

\n\n\n\n\n

•

price or prices at which, and the terms and conditions on which, the shares of the class or series may be\nredeemed at the option of Valley;

\n\n\n\n\n

•

whether or not the shares of the class or series will be entitled to the benefit of a retirement or sinking fund\nto be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof;

\n\n\n\n\n

•

whether or not the shares of the class or series will be convertible into, or exchangeable for, any other shares\nof stock of Valley or other securities, and if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and\nconditions of such conversion or exchange;

\n\n\n\n\n

•

rights of the shares of the class or series in the event of voluntary or involuntary liquidation, dissolution or\nwinding up of Valley;

\n\n\n\n\n

•

whether or not the shares of the class or series will have priority over, parity with, or be junior to the shares\nof any other class or series in any respect, whether or not the shares of the class or series will be entitled to the benefit of limitations restricting the issuance of shares of any other class or series having priority over or on parity with the\nshares of such class or series and whether or not the shares of the class or series are entitled to restrictions on the payment of dividends on, the making of other distributions in respect of, and the purchase or redemption of shares of any other\nclass or series of Valley preferred stock or Valley common stock ranking junior to the shares of the class or series;

\n\n\n\n\n

•

whether the class or series will have voting rights, in addition to any voting rights provided by law, and if so,\nthe terms of such voting rights; and

-100-

\n\n\n\n\n

•

any other preferences, qualifications, privileges, options and other relative or special rights and limitations\nof that class or series.

Any of these actions could have an anti-takeover effect and discourage a transaction that some\nor a majority of Valley’s shareholders might believe to be in their best interests or in which Valley’s shareholders might receive a premium for their stock over Valley’s then-market price. The effects of the issuance of the\npreferred stock on the holders of Valley common stock could include:

\n\n\n\n\n

•

reduction of the amount otherwise available for payments of dividends on Valley common stock if dividends are\npayable on the series of preferred stock;

\n\n\n\n\n

•

restrictions on dividends on Valley common stock if dividends on the series of preferred stock are in arrears;\n

\n\n\n\n\n

•

dilution of the voting power of Valley common stock if the series of preferred stock has voting rights, including\na possible “veto” power if the series of preferred stock has class voting rights;

\n\n\n\n\n

•

dilution of the equity interest of holders of Valley common stock if the series of preferred stock is\nconvertible, and is converted, into Valley common stock; and

\n\n\n\n\n

•

restrictions on the rights of holders of Valley common stock to share in Valley’s assets upon liquidation\nuntil satisfaction of any liquidation preference granted to the holders of the series of Valley preferred stock.

As of\nthe date of this proxy statement/prospectus, Valley has 50,000,000 authorized shares of Valley preferred stock, of which [ ] shares are issued and outstanding.

The Valley board does not intend to seek shareholder approval prior to any issuance of Valley preferred stock or any series thereof, unless\notherwise required by law or the rules of any applicable securities exchange. Under New Jersey law, shareholder approval prior to the issuance of shares of Valley common stock is required in connection with certain mergers. Frequently, opportunities\narise that require prompt action, such as the possible acquisition of a property or business or the private sale of securities, and it is the belief of the Valley board that the delay necessary for shareholder approval of a specific issuance could\nbe to the detriment of Valley and its shareholders.

Certain Charter and Bylaw Provisions Potentially Having an Anti-Takeover Effect

Valley’s articles of incorporation and bylaws contain certain provisions that could have an anti-takeover effect and thus discourage\npotential takeover attempts and make it more difficult for Valley’s shareholders to change management or receive a premium for their shares. In addition to the actions described above under “—Valley Preferred Stock” that\ncould have an anti-takeover effect, these provisions include:

\n\n\n\n\n

•

authorization for Valley’s board of directors to issue shares of one or more series of preferred stock\nwithout shareholder approval;

\n\n\n\n\n

•

a requirement under New Jersey law that shareholder action without a meeting requires unanimous written consent\nof all the shareholders entitled to vote thereon consent thereto, except for approvals of a merger, or, other than the annual election of directors, upon the written consent of shareholders who would have been entitled to cast the minimum number of\nvotes which would be necessary to authorize such action at a meeting at which all shareholders entitled to vote thereon were present and voting;

\n\n\n\n\n

•

a limitation on the ability of shareholders to call special meetings to those shareholders entitled to cast not\nless than twenty-five percent (25%) of the outstanding shares entitled to vote at the proposed special meeting that have been held for at least one year prior to the date of the request and continue to hold such shares through the applicable record\ndate;

-101-

\n\n\n\n\n

•

the requirement under the NJBCA that provides that Valley’s certificate of incorporation may be amended or\nchanged by approval of the Valley board of directors and the affirmative vote of a majority of the votes cast by holders of shares entitled to vote thereon, and in addition, if any class or series of shares is entitled to vote thereon as a class,\nthe affirmative vote of a majority of the votes cast in each class vote;

\n\n\n\n\n

•

the requirement that any shareholders that wish to bring business before Valley’s annual meeting of\nshareholders or nominate candidates for election as directors at Valley’s annual meeting of shareholders must provide timely notice of their intent in writing and comply with the other requirements set forth in Valley’s bylaws; and\n

\n\n\n\n\n

•

a prohibition on cumulative voting in the election of directors.

Limitation of Liability and Indemnification of Officers and Directors

Valley’s articles of incorporation provide for indemnification to the fullest extent allowed by the NJBCA for all former or present\nofficers, directors, employees and agents and all other persons who are or were serving at the request of Valley as an officer, director, employee or agent of another corporation, association, partnership, joint venture, trust or other enterprise.\nValley’s articles of incorporation further provide that no director of Valley will be personally liable to Valley or its shareholders for damages for breach of any duty owed to Valley or its shareholders, except to the extent any breach of\nduty is based upon an act or omission (a) in breach of such person’s duty of loyalty to Valley or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an\nimproper personal benefit.

-102-

COMPARISON OF SHAREHOLDERS’ RIGHTS

If the merger is completed, holders of Providence common stock will receive shares of Valley common stock in the merger and they will\ncease to be shareholders of Providence. Valley is organized under the laws of the State of New Jersey, and Providence is organized under the laws of the State of Illinois. The following is a summary of the material differences between (i) the\ncurrent rights of holders of Providence common stock under Illinois law and the Providence articles of incorporation and Providence bylaws and (ii) the current rights of holders of Valley common stock under New Jersey law and the Valley\narticles of incorporation and the Valley bylaws.

Valley and Providence believe that this summary describes the material differences\nbetween the rights of holders of Valley common stock as of the date of this proxy statement/prospectus and the rights of holders of Providence common stock as of the date of this proxy statement/prospectus; however, it does not purport to be a\ncomplete description of those differences. The summary is qualified in its entirety by reference to Valley’s and Providence’s governing documents, which we urge you to read carefully and in their entirety. Copies of Valley’s\ngoverning documents have been filed with the SEC. To find out where copies of these documents can be obtained, see the section entitled “Where You Can Find More Information” beginning on page 118.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley	Providence
Authorized and Outstanding Capital Stock:	The Valley articles authorize it to issue 650,000,000 shares of common stock, no par value per share, and 50,000,000 shares of preferred\nstock, no par value per share. As of [ ], 2026, there\nwere [ ] shares of common stock outstanding, and [ ] shares of Valley preferred stock outstanding.	The Providence articles authorize Providence to issue up to 5,000,000 shares of common stock, par value $1.00 per share, and 1,000,000\nshares of preferred stock, par value $1.00 per share, including (i) 15,000 shares of 5.00% perpetual series B preferred stock, par value $1.00 per share (“Providence series B preferred stock”) and 24,000 shares of 5.00% perpetual\nseries C preferred stock, par value $1.00 per share (“Providence series C preferred stock”). \n As of [ ], 2026, there were [ ] shares of common stock outstanding, [ ] shares of Providence\nseries B preferred stock outstanding, and [ ] shares of Providence series C preferred stock outstanding.

Preferred Stock:	The Valley articles provide that the Valley board of directors may provide for the issuance of shares of preferred stock, in one or more classes or series, and to fix the relative rights and preferences of the shares of a series of\npreferred stock, including voting rights, dividend rights, redemption rights and conversion privileges.	The Providence articles provide that the Providence board of directors may provide for the issuance of shares of preferred stock, in one or more series, and to fix the relative rights and preferences of the shares of a series of\npreferred stock, including voting rights, dividend rights, redemption rights and conversion privileges.

-103-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley	Providence
Voting Rights:	Each share of Valley common stock carries one vote and has unrestricted voting rights.	Each share of Providence common stock carries one vote and has unrestricted voting rights.

Size of Board of Directors:	The Valley bylaws provide that the Valley board of directors will consist of not less than five (5) nor more than twenty-five\n(25) directors, the exact number to be determined by the vote of the majority of directors. The Valley board of directors has the power to increase the number of directors between annual meetings and to fill vacancies so created and other\nvacancies occurring for any reason. Currently, the Valley board of directors\nconsists of eleven (11) members.	The Providence articles and bylaws provide that the Providence board of directors will consist of not less than eight (8) nor more than\nthirteen (13) directors, the exact number to be determined from time to time by resolution of not less than two-thirds of the directors. A decrease in the number of directors does not shorten the time of\nany incumbent directors. The current size of the Providence board of directors is\neleven (11) directors.

Classes of Directors:	The Valley articles do not separate the directors into classes with staggered, multi-year terms of office. Directors hold office until the next annual meeting of shareholders and until the director’s successor is elected and\nqualified or, if earlier, until the director’s death, resignation, or removal from office.	The Providence articles and bylaws separate the directors into three (3) classes, as nearly equal in number as possible, with staggered, multi-year terms of office. Each director serves for a term ending on the date of the\nthird (3rd) annual meeting of shareholders following the annual meeting at which such director was elected. This means that only one-third (1/3) of the board is elected at each annual meeting of shareholders\nand until the director’s successor is elected and qualified or, if earlier, until the director’s death, resignation or removal from office.

Election of Directors:	Directors are elected by the shareholders at each annual meeting and hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. Directors are elected by a majority of the\nvotes cast by the shareholders present in person or represented by proxy and entitled to vote thereon in an uncontested election. If an election is contested, directors are elected by a plurality of the votes cast by the shareholders present in\nperson or represented by proxy and entitled to vote thereon. The Valley articles, Valley bylaws and NJBCA do not provide for cumulative voting in the election of directors by Valley shareholders.	Directors are elected by the shareholders at each annual meeting and serve a three-year term, ending at the third annual meeting following the meeting at which they were elected, and continue\nin office until their successors are elected and qualified. Directors are elected by a majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote. Providence shareholders may not cumulate their votes in\nthe election of directors. Each share of Providence common stock carries one vote for each director nominee.

-104-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley	Providence
Vacancies on the Board of Directors:	The Valley bylaws provide that any vacancy on the Valley board of directors, including resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors. Section 6-5 of the NJBCA provides that any vacancy may be filled by the majority of the remaining directors even though less than a quorum of the board, or by a sole remaining director, and that a director so\nelected will hold office until the next annual shareholders’ meeting and until his successor is elected and qualified.	The Providence bylaws provide that any vacancy on the Providence board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of not less than two-thirds of the remaining directors, even if the remaining directors constitute less than a quorum. Any director elected to fill a vacancy serves until the next election of the class of directors for which such\ndirector was chosen and until his or her successor is elected and qualified.

Removal of Directors:	The Valley articles and Valley bylaws do not address the removal of directors, except that the Valley bylaws state that the executive committee or other committees of the Valley board of directors may not remove directors. Section 6-6 of the NJBCA provides that one or more or all the directors of a corporation may be removed for cause or, unless otherwise provided in the certificate of incorporation, without cause by the\nshareholders by the affirmative vote of the majority of the votes cast by the holders of shares entitled to vote for the election of directors, except in the following circumstances: (a) if cumulative voting is authorized, if less than the\ntotal number of directors then serving is to be removed by shareholders, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then voted cumulatively at an election of the entire board, or,\nif there are classes of directors, at an election of the class of directors of which he is a part; (b) a director elected by a class vote may only be removed by a vote of that class; (c) if the certificate of incorporation requires greater\nthan a plurality of the votes cast for the election of directors, no director may be removed except by such greater vote; or (d) directors on a classified board may not be removed without cause.	Under Providence’s articles and bylaws, any director or the entire Providence board of directors may be removed at any time, but only for cause, by shareholder action taken at an annual meeting or at a meeting of shareholders\ncalled for that purpose. Removal requires the affirmative vote of a majority of the shares represented at the meeting and entitled to vote generally in the election of directors.

-105-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Valley

Providence

Votes on Extraordinary Corporate Transactions:

Pursuant to Sections 10-1 through 10-3 of the NJBCA, to\napprove a merger, consolidation or sale or other disposition of assets other than in the regular course of business, the board of directors of a corporation must first approve a plan of merger or consolidation or any sale or disposition and present\nit to the shareholders. The board of directors must provide written notice not less than twenty (20) nor more than sixty (60) days prior to the shareholders’ meeting to each shareholder of record, whether or not entitled to vote at\nsuch meeting. The affirmative vote of a majority of the votes cast by the holders of shares of a corporation entitled to vote thereon is required to approve a merger or consolidation. The Valley articles contain no provisions specifying the required\nvote for approving mergers or consolidations. The Valley bylaws require a majority of the votes cast by shareholders entitled to vote to approve any matter submitted to the shareholders, unless otherwise provided by the NJBCA or bylaws.

Section 10-3 of the NJBCA further provides\nthat shareholder approval is not required if a merger does not amend the surviving corporation’s certificate of incorporation, each shareholder of the surviving corporation will hold the same number of shares with the same designations and\nrights after the merger, and the number of voting shares and participating shares outstanding after the merger does not exceed those outstanding immediately prior to the merger by more than 40%.

The Valley articles provide that a vote of at least\nsixty-six and two-thirds percent (66 2/3%) of the shares of either Valley series A preferred stock or Valley series B preferred stock must approve any share exchanges,\nreclassifications, mergers and consolidations that would adversely affect such preferred stock.

Under Providence’s articles, the issuance of additional shares of capital stock, any merger or consolidation involving Providence, any\nsale, lease, exchange, or other disposition of assets constituting all or substantially all of Providence’s assets, the voluntary dissolution of Providence, and any amendment or repeal of Providence’s articles require the affirmative\nvote of the holders of at least two-thirds of the voting power of all outstanding shares of Providence capital stock entitled to vote thereon.

Notwithstanding the foregoing, no shareholder approval is required for the issuance of additional shares of capital stock if the transaction has been approved\nprior to its consummation by a resolution adopted by not less than two-thirds of the directors then constituting the entire Providence board of directors.

In addition, the shareholder voting requirement for any merger or consolidation, any\nsale or other disposition of substantially all of Providence’s assets, any voluntary dissolution, and any amendment to Providence’s articles is reduced to the affirmative vote of a majority of the voting power of all outstanding shares\nentitled to vote thereon if any of the following conditions is satisfied: (a) the transaction has been approved prior to its consummation by a resolution adopted by not less than two-thirds of the directors then constituting the entire\nProvidence board of directors; (b) the transaction is with a corporation of which Providence beneficially owns, directly or indirectly, a majority of the outstanding shares of all classes of stock; or (c) the transaction is a merger that\nmay be effected without shareholder approval under the IBCA.

-106-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Valley

Providence

Amendments to Organizational Documents:

Section 9-1 of the NJBCA provides that a corporation may amend its certificate of incorporation,\nfrom time to time, in any and as many respects as may be desired so long as the amendment contains only such provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making such amendment. Section 9-2 of the NJBCA provides that a corporation’s certificate of incorporation may be amended or changed by a vote of the board of directors and the affirmative vote of a majority of the votes cast\nby shares entitled to vote, and in addition, if any class or series of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote.

The Valley articles provide that the Valley board of directors may amend the Valley\narticles without the approval of the Valley shareholders to authorize the issuance of one or more classes or series of preferred stock.

The Valley articles further provide that a vote of at least sixty-six and\ntwo-thirds percent (66 2/3%) of the shares of either Valley series A preferred stock, Valley series B preferred stock or Valley series C preferred stock must approve an amendment to the Valley articles of\nincorporation to authorize stock senior to such preferred stock or any amendment to the Valley articles that would adversely affect such preferred stock.

The Valley bylaws provide that they may be amended, altered, or repealed by the Valley shareholders or by the Valley board of directors, and that any bylaw\nadopted, amended or repealed by the Valley shareholders may be adopted, amended or repealed by the Valley board of directors, unless the resolution of the shareholders adopting such bylaw expressly reserves to the Valley shareholders the right to\namend or repeal

The Providence articles provide that amendments to the Providence articles require the affirmative vote of the holders of at least two-thirds\nof the outstanding shares of Providence capital stock entitled to vote thereon. In addition, the Providence articles provide that the bylaws may be amended, altered, or repealed only by either: (i) the shareholders, acting by the affirmative\nvote of the holders of at least a majority of the outstanding shares entitled to vote generally in the election of directors; or (ii) the board of directors, acting by the affirmative vote of not less than\ntwo-thirds of the directors then serving.

The Providence articles provide that the Providence board of directors may, without the approval of the Providence shareholders, authorize the issuance of one\nor more classes or series of preferred stock.

The Providence articles further\nprovide that a vote of a majority of the outstanding shares of Providence series B preferred stock and Providence series C preferred stock must approve an amendment to the Providence articles to authorize stock senior to such preferred stock,\nincrease the authorized Providence preferred stock, or any amendment to the Providence articles that would adversely affect such preferred stock.

The Providence bylaws provide that they may be altered, amended or repealed, and new bylaws may be adopted, at any meeting of the Providence board of directors\nby the affirmative vote of not less than two-thirds of the directors then serving, unless specifically reserved to the shareholders by the articles.

Section 2.25 of the IBCA provides that either the shareholders or the board of directors may make, alter, amend and repeal bylaws, unless such power is\nreserved to the shareholders in the

-107-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley	Providence
	it. Section 2-9 of the NJBCA provides that a board of directors may make, alter and repeal bylaws unless such power is reserved to the shareholders in the certificate of incorporation,\nbut bylaws made by the board may be altered or repealed, and new bylaws made, by the shareholders and that shareholders may prescribe that any bylaw made by them cannot be altered or repealed by the board of directors.	articles of incorporation, but bylaws made by the shareholders may not be altered, amended or repealed by the board of directors if the bylaws so provide.

Shareholder Action by Written Consent:	The Valley bylaws and articles of incorporation do not address whether shareholders have the ability to act by written consent. \n Pursuant to Section 5-6 of the NJBCA, any\naction required or permitted to be taken at a meeting of shareholders may be taken without a meeting if all the shareholders entitled to vote thereon consent thereto in writing, except for approvals of a merger, or, other than the annual election of\ndirectors, upon the written consent of shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all shareholders entitled to vote thereon were present and\nvoting.	The Providence articles do not permit shareholder action to be taken without a meeting, and therefore, no action may be taken by written consent.

Special Meetings of Shareholders:	The Valley bylaws provide that special meetings of shareholders may be called by the chairman of the Valley board of directors, president,\nchief executive officer or by the majority of the Valley board of directors, and may be called by the secretary upon written request of the holders of not less than twenty-five percent (25%) of the outstanding shares of Valley common stock that have\nbeen held for at least one (1) year prior to the date of the request and continue to hold such shares through the applicable record date. \n Section 5-3 of the NJBCA, provides that, upon the application of the holders of not less than ten percent (10%) of\nall the	The Providence bylaws provide that special meetings of shareholders may be called by the chairman of the Providence board of directors, the\npresident, a majority of the Providence board of directors, or by the holders of not less than one-fifth of all outstanding shares entitled to vote on the matter for which the meeting is called, upon notice to the secretary. \n Section 7.05 of the IBCA similarly provides that the holders of at least one-fifth of all outstanding shares entitled to vote on the matter for which the meeting is called may call a special meeting of shareholders.

-108-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley	Providence
	shares entitled to vote at a meeting, the Superior Court of New Jersey may, in an action in which the court may proceed in a summary manner, for good cause shown, for good cause shown, order a special meeting of the shareholders to\nbe called and held at such time and place, upon such notice and for the transaction of such business as may be designated in such order.

Record Date:	Pursuant to the Valley bylaws, the Valley board of directors shall fix a record date for each meeting of Valley shareholders and for other corporate action for purposes of determining the Valley shareholders who are entitled to:\n(a) notice of or to vote at any meeting of shareholders; (b) give a written consent to any action without a meeting; or (c) receive payment of any dividend, distribution, or allotment of any right. The record date may not be more than\nsixty (60) days nor less than ten (10) days prior to the shareholders’ meeting, or other corporate action or event to which it relates.	Pursuant to the Providence bylaws, the Providence board of directors may fix a record date to determine which shareholders are entitled to receive notice of or vote at a shareholders’ meeting, receive a dividend, or be\nrecognized for any other proper corporate purpose. The record date must be no more than 60 days before the relevant action and, for shareholder meetings, at least 10 days before the meeting (or 20 days in the case of a merger, consolidation, share\nexchange, dissolution, or major asset transaction). If the board does not fix a record date, the record date defaults to the mailing date of the meeting notice or the date the board adopts the dividend resolution, as applicable.

Quorum:	The holders of a majority of the outstanding Valley common stock represented in person or by proxy, constitutes a quorum at any meeting of Valley shareholders. The holders of a majority of the shares entitled to vote and present in\nperson or by proxy at a meeting, though less than a quorum, may adjourn any meeting. Valley is not required to give notice of an adjourned meeting if the time and place of the meeting are announced at the meeting from which an adjournment is taken\nand the business transacted at the adjourned meeting is limited to that which might have been transacted at the original meeting.	The Providence bylaws provide that the holders of a majority of the outstanding shares of Providence common stock, represented in person or\nby proxy, constitute a quorum for the transaction of business at any meeting of Providence shareholders; provided, however, that a quorum may not consist of fewer than one-third of the outstanding shares\nentitled to vote. The holders of a majority of the shares entitled to vote and\npresent in person or by proxy, even if less than a quorum, may adjourn any meeting of Providence shareholders. Providence is not required to provide additional notice of an adjourned meeting held within thirty (30) days of the original meeting,\nif the time and place of the adjourned meeting

-109-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley	Providence
		are announced at the meeting at which the adjournment is taken, no new record date is fixed for the adjourned meeting, and the business transacted at the adjourned meeting is limited to that which might have been transacted at the\noriginal meeting.

Notice of Shareholder Actions/Meetings:	Pursuant to the Valley bylaws and under New Jersey law, a meeting of shareholders must be held upon not less than ten (10) nor more than sixty (60) days written notice of the time, place and purpose of the meeting.	Pursuant to the Providence bylaws and under Section 7.15 of the IBCA, written notice stating the place, day and hour of any meeting of shareholders must be delivered not less than ten (10) nor more than sixty\n(60) days before the meeting, and in the case of a meeting to consider a merger, consolidation, share exchange, dissolution, or a sale, lease or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the\nmeeting. In the case of a special meeting, the notice must also state the purpose or purposes for which the meeting is called.

Advance Notice Requirements for Shareholder Nominations and Other Proposals:	The Valley bylaws provide that any shareholder who is a shareholder of record on the date of the giving of proper notice, and on the record date for the applicable meeting, may nominate directors by providing written notice to\nValley’s secretary not later than one-hundred and twenty (120) days nor earlier than one-hundred and fifty (150) days prior to the anniversary date of\nthe immediately preceding annual meeting of shareholders, provided that in the event that the annual meeting is not called for a date that is within thirty (30) days of such anniversary date (or if a special meeting is called for the purpose of\nthe election of directors), notice must be received by Valley’s secretary at Valley’s principal executive offices not later than close of business on the tenth (10th) day following the day on which such notice of the date of the annual\nor special meeting is first publicly announced or disclosed. The written notice must contain certain information enumerated in the Valley bylaws about the nominee and the shareholder making the proposal, including, among other	The Providence bylaws provide that any shareholder who is a shareholder of record on the date proper notice is given, and on the record date for the applicable meeting, may nominate directors by delivering written notice to\nProvidence’s secretary not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the previous year’s annual meeting. If a special meeting is called for the election of directors, the\nshareholder’s notice must be delivered not less than sixty (60) days nor more than ninety (90) days before the date of the special meeting, regardless of any postponements or adjournments of that meeting. The written notice must\ncontain the information specified in the Providence bylaws regarding both the proposed nominee and the nominating shareholder, including, among other things, the nominee’s name, age, business and residential address, principal occupation,\nbeneficial ownership of Providence stock, and any information relating to the nominee required to be disclosed in a proxy

-110-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley	Providence
	things, the nominee’s name, age, home and business address, principal occupation, shares of our common stock owned beneficially or of record as of the date of the nomination, and any other information relating to the nominee\nthat would be required to be disclosed in a proxy statement or other filings required pursuant to SEC rules and regulations.	statement or other filings under Schedule 13D and Regulation 14A of the Securities Exchange Act of 1934. The notice must also include specified information about the nominating shareholder and any other beneficial owners known\nto support the nomination.

Limitation of Liability of Directors and Officers:	The Valley articles provide that no director or officer of Valley will be personally liable to Valley or its shareholders for damages for\nbreach of any duty owed to Valley or is shareholders, except that a director or officer will not be relieved from liability for any breach of duty based upon an act or omission (a) in breach of such person’s duty of loyalty to Valley or\nits shareholders, (b) not in good faith or involving a knowing violation of law, or (c) resulting in receipt by such person of an improper personal benefit. If the NJBCA is further amended to authorize corporate action further eliminating\nor limiting the personal liability of directors or officers, then the liability of a director and/or officer of Valley will be eliminated or limited to the fullest extent permitted by the NJBCA as so amended. \n The Valley articles provide that Valley will have the power to purchase and maintain\ninsurance on behalf of any person who is or was an officer, director, employee or agent, and any other persons serving at the request of the Corporation as an officer, director, employee or agent of another corporation, association, partnership,\njoint venture, trust, or other enterprise, against expenses incurred in connection with any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, with respect to which such officer, director,\nemployee, agent or other person is a party, or is threatened to be made a party, to the full extent permitted by the NJBCA.	Providence’s articles and bylaws provide that its directors are not personally liable to Providence or its shareholders for monetary damages for breach of fiduciary duty, to the fullest extent permitted under the IBCA. Under\nthe IBCA, a director may not be relieved from liability in certain circumstances, including (a) liability for unlawful distributions, (b) failure to provide required notice to known creditors in dissolution, and (c) carrying on\nbusiness after dissolution in violation of the IBCA. These statutory exceptions apply notwithstanding Providence’s exculpation provisions. Providence’s articles and bylaws also provide that any future expansion of permissible director\nexculpation under Illinois law will apply automatically, allowing Providence to limit director liability to the maximum extent permitted by statute.

-111-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Valley

Providence

Indemnification of Directors and Officers:

The Valley articles provide that Valley must indemnify its present and former officers, directors, employees, and agents and persons serving\nat its request against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, incurred in connection with any pending or threatened civil, criminal administrative or investigative proceeding to the full extent\npermitted by the NJBCA.

Section 3-5 of\nthe NJBCA permits a New Jersey corporation, by including a provision in its certificate of incorporation, to eliminate the liability of directors or officers to the corporation or its shareholders for the breach of any duty owed to the corporation\nor its shareholders, except for any breach of duty based upon an act or omission: (a) in breach of such person’s duty of loyalty to the corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or\n(c) resulting in receipt by the person of an improper personal benefit. In this context, an act or omission in breach of a director or officer’s duty of loyalty is defined as an act or omission which the director or officer knows or\nbelieves to be contrary to the best interests of the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest. The Valley articles adopt such exculpation provisions.

With respect to any derivative action, the Valley articles provide that Valley is\nempowered to indemnify a corporate agent against his expenses (but not his liabilities) incurred in connection with any proceeding involving the corporate agent by reason of his being or having been a corporate agent if the agent acted in good faith\nand in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, only the New Jersey Superior Court or the court

Providence’s articles and bylaws require the corporation to indemnify its directors and officers to the fullest extent authorized by\nthe IBCA, subject to applicable federal and Illinois banking law and regulation. Indemnification extends to expenses, judgments, fines, and amounts paid in settlement in connection with civil, criminal, administrative, or investigative proceedings,\nprovided the individual acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, in criminal matters, had no reasonable cause to believe the conduct was unlawful. In derivative\nactions, indemnification is available for expenses actually and reasonably incurred, except where the individual has been adjudged liable to the corporation, unless a court determines indemnification is nevertheless appropriate.

Providence’s bylaws also authorize the advancement of expenses to directors,\nofficers, employees, and agents in connection with covered proceedings, upon receipt of an undertaking to repay such amounts if it is ultimately determined that the individual did not act in good faith or reasonably believe the conduct to be in the\ncorporation’s best interests. These rights are preserved against future amendments, meaning that no repeal or modification of the indemnification provisions will affect rights relating to acts or omissions occurring before such changes.

Providence is further authorized to purchase and maintain insurance on behalf of any\ndirector, officer, employee, or agent against liabilities incurred in such capacities, whether or not Providence would have the power to indemnify the individual under the IBCA.

-112-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley	Providence
	in which the proceeding was brought can empower a corporation to indemnify a corporate agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable to the corporation.

Anti-Takeover Provisions:	No “control share acquisition,” “business combination moratorium,” “fair price” or other form of anti-takeover statute or regulation is applicable to Valley under the NJBCA.	Illinois law contains a business combination statute that restricts an Illinois corporation from engaging in certain business combinations,\nincluding mergers, consolidations, significant asset sales, and other specified transactions, with a person, or any affiliate or associate of such person, who is an “interested shareholder” (generally defined as the holder of fifteen\npercent (15%) or more of the corporation’s voting shares) for a period of three (3) years after the date such person becomes an interested shareholder. The statute permits such transactions only if one of several statutory exceptions is\nsatisfied: (i) the board of directors approved either the business combination or the acquisition that resulted in the shareholder becoming an interested shareholder before the shareholder crossed the fifteen percent (15%) threshold;\n(ii) upon consummation of the transaction in which the shareholder became an interested shareholder, the shareholder owned at least eighty-five percent (85%) of the corporation’s voting shares outstanding at the time the transaction\ncommenced, excluding shares held by director-officers and certain employee stock plans; or (iii) the business combination is approved by the board of directors and authorized by the affirmative vote of at least two-thirds (66 2/3%) of the\noutstanding voting shares not owned by the interested shareholder, at an annual or special meeting of shareholders called for that purpose and not by written consent. \n The Providence articles expressly elect to have Providence governed by this Illinois business combination statute. Accordingly, the statutory\nthree-year

-113-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Valley	Providence
		moratorium and its related approval requirements apply to acquisitions of Providence common stock.

Shareholder Rights Plan:	Valley does not currently have a shareholder rights plan in effect.	Providence does not currently have a shareholder rights plan in effect.

Exclusive Forum:	Neither the Valley articles nor the Valley bylaws contain an exclusive forum provision.	Neither the Providence articles nor the Providence bylaws contain an exclusive forum provision.

-114-

PROVIDENCE SHAREHOLDER’S RIGHT TO DISSENT

To the extent that Providence shareholders are entitled to appraisal rights under Chapter 805, Act 5, Article 11 of the IBCA, dissenting\nshares will not be converted into the right to receive the merger consideration, but the holders of such dissenting shares shall be entitled to receive such consideration as will be determined pursuant to Chapter 805, Act 5, Article 11 of the IBCA\n(it being understood and acknowledged that at the effective time of the merger, such dissenting shares will no longer be outstanding, will automatically be canceled and shall cease to exist and such holder will cease to have any rights with respect\nthereto other than the right to receive the “fair value” of such dissenting shares as determined in accordance with Chapter 805, Act 5, Article 11 of the IBCA); provided that, if any such holder will have failed to perfect or shall\nhave effectively withdrawn or lost his, her or its right to appraisal and payment under the IBCA (whether occurring before, at or after the effective time of the merger), such holder’s shares of Providence common stock will be deemed to have\nbeen converted as of the effective time of the merger into the right to receive the merger consideration, without any interest thereon, and such shares will not be deemed to be dissenting shares.

-115-

LEGAL MATTERS

The validity of the shares of Valley common stock to be issued by Valley in connection with the merger will be passed upon by Day Pitney LLP.\n

Certain U.S. federal income tax consequences of the merger will be passed upon for Valley by Wachtell, Lipton, Rosen & Katz, New\nYork, New York, counsel for Valley, and for Providence by Dickinson Wright PLLC, counsel for Providence.

-116-

EXPERTS

The consolidated financial statements of Valley National Bancorp as of December 31, 2025 and 2024, and for each of the years in the\nthree-year period ended December 31, 2025, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, have been incorporated by reference herein in reliance upon the reports\nof KPMG LLP, independent registered public accounting firm, which are incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

-117-

WHERE YOU CAN FIND MORE INFORMATION

Valley files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site\nthat contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Valley, which can be accessed at http://www.sec.gov.

Documents filed by Valley with the SEC are available from Valley without charge. You may obtain documents filed by Valley with the SEC by\nrequesting them in writing or by telephone from Valley at the following address:

Valley National Bancorp

One Penn Plaza

New York, New York\n10119

Attention: Investor Relations Department

Telephone: (551) 288-3182

Documents filed with the SEC by Valley, including the registration statement on Form S-4, of which\nthis proxy statement/prospectus forms a part, will also be available free of charge by accessing the Investor Relations section of Valley’s website at www. ir.valleynationalbank.com, under the heading “Investor Relations.”

The web addresses of the SEC and Valley are included as inactive textual references only. Except as specifically incorporated by reference\ninto this proxy statement/prospectus, information on those websites is not part of this proxy statement/prospectus.

Valley has filed a\nregistration statement on Form S-4 under the Securities Act with the SEC with respect to Valley’s securities to be issued in the merger. This document constitutes the prospectus of Valley filed as part\nof the registration statement. This document does not contain all of the information set forth in the registration statement because certain parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. The\nregistration statement and its exhibits are available for inspection and copying as set forth above.

Statements contained in this proxy\nstatement/prospectus, or in any document incorporated by reference into this proxy statement/prospectus, regarding the contents of any contract or other document, are not necessarily complete, and each such statement is qualified in its entirety by\nreference to that contract or other document filed as an exhibit with the SEC. The SEC allows Valley to incorporate by reference into this document documents filed with the SEC by Valley. This means that Valley can disclose important information to\nyou by referring you to those documents. The information incorporated by reference is considered to be a part of this document, and later information that we file with the SEC will update and supersede that information. Valley incorporates by\nreference the documents listed below and any documents filed by Valley under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement/prospectus and until the date that the offering is terminated:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Valley Filings (SEC File No. 001-11277)		Periods Covered or Date of Filing with the SEC
Annual Report on Form 10-K		Fiscal year ended December 31, 2025, filed February 27, 2026

Quarterly Reports on Form 10-Q		Quarterly periods ended March 31, 2026, filed May 7, 2026 and June \n30, 2026, filed August 6, 2026

Current Reports on Form 8-K		Filed January \n28, 2026, February \n24, 2026, February \n25, 2026, May \n14, 2026, May \n18, 2026, August \n25, 2026 and September 28, 2026 (other than the portions of those documents not deemed to be\nfiled)

-118-

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Valley Filings (SEC File No. 001-11277)

Periods Covered or Date of Filing with the SEC

Definitive Proxy Statement on Schedule 14A

Description of Valley common stock

Filed April 3,\n 2026

The description of Valley’s common stock contained in\nValley’s registration statement on Form 8-A filed on October 9, 2018, including any amendment or\nreport filed for the purpose of updating such description

Notwithstanding the foregoing, information furnished by Valley on any Current Report on Form 8-K, including the related exhibits, that, pursuant to and in accordance with the rules and regulations of the SEC, is not deemed “filed” for purposes of the Exchange Act will not be deemed to be\nincorporated by reference into this proxy statement/prospectus. For purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or\nsuperseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document.

In addition to being a proxy statement of Providence, this document is the prospectus of Valley for the shares of its common stock that will\nbe issued in connection with the merger.

Providence does not have a class of securities registered under Section 12 of the Exchange\nAct, and Providence is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and, accordingly, Providence does not file documents or reports with the SEC.

If you are a Providence shareholder and (a) have any questions concerning (i) the Providence special meeting or the merger or\n(ii) the proxy statement/prospectus, (b) would like additional copies of the proxy statement/prospectus without charge or (c) need help voting your shares of Providence common stock, please contact Providence at the following\naddress:

Providence Financial Corporation

630 East 162nd Street

South\nHolland, Illinois 60473

Attention: Kevin L. Botma

Telephone: (708) 404-9516

These documents are available without charge upon written or oral request. To obtain timely delivery of these documents, Providence\nshareholders must request them no later than [ ], 2026 in order to receive them before the Providence special meeting. If you request any documents from Valley or Providence, then Valley or Providence (as applicable) will\nmail them to you by first class mail, or another equally prompt means, within one (1) business day after receiving your request.

This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities (including the securities\noffered by this document), or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. Neither the delivery of\nthis document nor any distribution of securities pursuant to this document shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into this document by reference or in\nValley’s or Providence’s affairs since the date of this document. Neither Valley nor Providence has authorized anyone to give any information or make any representation about the merger or Valley or Providence that is different from, or\nin addition to, that contained in this proxy and information statement/prospectus, the annexes hereto or in any of the materials that Valley or Providence has incorporated by reference into this proxy and information statement/prospectus. Therefore,\nif anyone gives you different or additional information, you should not rely on it. This proxy and information

-119-

\nstatement/prospectus is dated [ ] , 2026. You should not assume that the information is accurate as of any date other than that date, and neither its mailing to\nProvidence shareholders or Valley shareholders nor the issuance of shares of Valley common stock in the merger will create any implication to the contrary. Neither Valley nor Providence assumes any obligation to update the information contained in\nthis document (whether as a result of new information, future events or otherwise), except as required by applicable law. The information contained in this document with respect to Valley was provided by Valley and the information contained in this\ndocument with respect to Providence was provided by Providence.

-120-

Annex A

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

by\nand between

VALLEY NATIONAL BANCORP

and

PROVIDENCE FINANCIAL\nCORPORATION

Dated as of August 24, 2026

TABLE OF CONTENTS


	Page

ARTICLE I

THE MERGER

1.1	The Merger	A-1
1.2	Closing	A-1
1.3	Effective Time	A-2
1.4	Effects of the Merger	A-2
1.5	Conversion of Providence Common Stock	A-2
1.6	Dissenting Shares	A-3
1.7	Providence Preferred Stock	A-3
1.8	Valley Common Stock	A-4
1.9	Treatment of Providence Stock Options	A-4
1.10	Certificate of Incorporation of Surviving Corporation	A-5
1.11	Bylaws of Surviving Corporation	A-5
1.12	Tax Consequences	A-5
1.13	Bank Merger	A-5

ARTICLE II

EXCHANGE OF SHARES

2.1	Valley to Make Merger Consideration Available	A-5
2.2	Exchange of Shares	A-6

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PROVIDENCE

3.1	Corporate Organization	A-8
3.2	Capitalization	A-10
3.3	Authority; No Violation	A-11
3.4	Consents and Approvals	A-12
3.5	Reports	A-12
3.6	Financial Statements	A-13
3.7	Undisclosed Liabilities	A-14
3.8	Broker’s Fees	A-14
3.9	Absence of Certain Changes or Events	A-14
3.10	Legal Proceedings	A-14
3.11	Taxes and Tax Returns	A-15
3.12	Employees and Employee Benefit Plans	A-16
3.13	Compliance with Applicable Law	A-19
3.14	Certain Contracts	A-21
3.15	Agreements with Regulatory Agencies	A-22
3.16	Derivative Instruments	A-22
3.17	Environmental Matters	A-23
3.18	Investment Securities	A-23
3.19	Real Property	A-24
3.20	Intellectual Property	A-25
3.21	Related Party Transactions	A-25
3.22	Takeover Restrictions	A-25
3.23	Reorganization	A-26

A-i


	Page
3.24	Opinion	A-26
3.25	Providence Information	A-26
3.26	Loan Portfolio	A-26
3.27	Deposits	A-27
3.28	Insurance	A-27
3.29	Investment Adviser Representations	A-28
3.30	No Broker-Dealer Subsidiary	A-29
3.31	No Other Representations or Warranties	A-29

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF VALLEY

4.1	Corporate Organization	A-30
4.2	Capitalization	A-31
4.3	Authority; No Violation	A-31
4.4	Consents and Approvals	A-32
4.5	Reports	A-32
4.6	Financial Statements	A-33
4.7	Broker’s Fees	A-34
4.8	Absence of Certain Changes or Events	A-34
4.9	Legal Proceedings	A-34
4.10	Compliance with Applicable Law	A-34
4.11	Taxes and Tax Returns	A-35
4.12	Reorganization	A-35
4.13	Agreements with Regulatory Agencies	A-35
4.14	Financial Capability	A-36
4.15	No Other Representations or Warranties	A-36

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1	Conduct of Business Prior to the Effective Time	A-36
5.2	Providence Forbearances	A-36
5.3	Valley Forbearances	A-40

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1	Regulatory Matters	A-40
6.2	Access to Information	A-42
6.3	Providence Shareholder Approval.	A-43
6.4	Legal Conditions to Merger	A-44
6.5	Stock Exchange Listing	A-44
6.6	Employee Matters	A-44
6.7	Indemnification; Insurance	A-46
6.8	Additional Agreements	A-47
6.9	Advise of Changes	A-47
6.10	Providence Acquisition Proposals	A-48
6.11	Public Announcements	A-49
6.12	Change of Method	A-49
6.13	Takeover Restrictions	A-49
6.14	Litigation and Claims	A-49

A-ii


	Page
6.15	Foundation	A-50
6.16	Advisory Client Consent Process	A-50
6.17	Redemption of Providence Preferred Stock	A-50
6.18	Data Conversion	A-50

ARTICLE VII

CONDITIONS PRECEDENT

7.1	Conditions to Each Party’s Obligation to Effect the Merger	A-51
7.2	Conditions to Obligations of Valley	A-51
7.3	Conditions to Obligations of Providence	A-53

ARTICLE VIII

TERMINATION AND AMENDMENT

8.1	Termination	A-53
8.2	Effect of Termination	A-54

ARTICLE IX

GENERAL PROVISIONS

9.1	Nonsurvival of Representations, Warranties and Agreements	A-55
9.2	Amendment	A-55
9.3	Extension; Waiver	A-56
9.4	Expenses	A-56
9.5	Notices	A-56
9.6	Interpretation	A-57
9.7	Confidential Supervisory Information	A-57
9.8	Counterparts	A-57
9.9	Entire Agreement	A-57
9.10	Governing Law; Jurisdiction.	A-58
9.11	Waiver of Jury Trial	A-58
9.12	Assignment; Third-Party Beneficiaries	A-58
9.13	Specific Performance	A-59
9.14	Severability	A-59
9.15	Delivery by Electronic Transmission	A-59

EXHIBITS

\n\n\n\n\n\n\n\n\n\n\n\n

Exhibit A – Form of Voting Agreement

Exhibit B – Bank Merger Agreement

SCHEDULES

\n\n\n\n\n\n\n\n\n\n\n\n

Providence Disclosure Schedule

Valley Disclosure Schedule

A-iii

INDEX OF DEFINED TERMS


	Section
280G Equityholder Vote		6.6(d)
280G Equityholders		6.6(d)
Advisory Agreement		3.29(b)
Advisory Entity		3.29(a)
Agreement		Preamble
Appraisal Demand		1.6(c)
Balance Sheet Date		3.6(a)
Bank Merger		1.13
Bank Merger Agreement		1.13
Bank Merger Certificates		1.13
BHC Act		3.1(a)
Book Entry Shares		2.2(b)
Cash Merger Consideration		1.5(a)
Certificates of Merger		1.3
Chosen Courts		9.10(b)
Closing		1.2
Closing Date		1.2
Code		Recitals
Confidentiality Agreement		6.2(b)
Continuation Period		6.6(a)
Continuing Employees		6.6(a)
Derivative Transactions		3.16
Dissenting Share		1.6(a)
Effective Time		1.3
Enforceability Exceptions		3.3(a)
Environmental Laws		3.17
ERISA		3.12(a)
Exception Shares		1.5(a)
Exchange Act		3.4
Exchange Agent		2.1
Exchange Fund		2.1
Exchange Ratio		1.5(a)
FDIC		3.1(b)
Federal Banking Agencies		3.13(c)
Federal Reserve Board		3.1(a)
Form ADV		3.29(i)
Foundation		6.15
Governmental Entity		3.4
IBCA		1.1
Illinois DOB		3.4
Illinois Secretary		1.3
Intellectual Property		3.20
In-the-Money\nProvidence Stock Option		1.9(a)
In-the-Money\nProvidence Stock Option Merger Consideration		1.9(a)
Investment Advisers Act		3.29(a)
Investment Advisory Services		3.29(a)
Investment Company Act		3.29(b)
IRS		3.11(a)
Liens		3.2(d)

A-iv


	Section
List Date		3.26(d)
Loan		3.26(a)
Material Adverse Effect		3.1(a)
Materially Burdensome Regulatory Condition		6.1(c)
Merger		Recitals
Merger Consideration		1.5(a)
Merger Consideration Value		1.9(c)(i)
Multiemployer Plan		3.12(g)
Multiple Employer Plan		3.12(g)
NASDAQ		2.2(f)
Net Option Share		1.9(c)(ii)
New Certificates		2.1
New Client		6.18(a)
New Jersey Treasury		1.3
New Plans		6.6(b)
NJBC		1.1
Offer Letters		Recitals
Old Certificate		1.5(b)
Parachute Payment		6.6(d)
Permitted Encumbrances		3.19(a)
Personal Data		3.13(b)
Preferred Stock Redemption		6.19
Premium Cap		6.7(a)
Providence		Preamble
Providence 401(k) Plan		6.6(c)
Providence Acquisition Proposal		6.10
Providence Adverse Recommendation Change		6.3(a)
Providence Articles		3.1(a)
Providence Audited Financial Statements		3.6(a)
Providence Bank		1.13
Providence Benefit Plans		3.12(a)
Providence Board Recommendation		6.3(a)
Providence Bylaws		3.1(a)
Providence Common Stock		3.2(a)
Providence Contract		3.14(a)
Providence Disclosure Schedule		Article III
Providence ERISA Affiliate		3.12(a)
Providence Financial Statements		3.6(a)
Providence Indemnified Parties		6.7(b)
Providence Leased Properties		3.19(a)
Providence Meeting		6.3(a)
Providence Owned Properties		3.19(a)
Providence Preferred Stock		3.2(a)
Providence Real Property		3.19(a)
Providence Real Property Leases		3.19(a)
Providence Regulatory Agreement		3.15
Providence Series B Certificate of Designation		1.7(a)
Providence Series B Preferred Stock		3.2(a)
Providence Series B Redemption Payment		1.7(a)
Providence Series C Certificate of Designation		1.7(b)
Providence Series C Preferred Stock		3.2(a)

A-v


	Section
Providence Series C Redemption Payment		1.7(b)
Providence Stock Option		1.9(c)(iii)
Providence Stock Option Exercise Price		1.9(a)
Providence Stock Plan		1.9(c)(iv)
Providence Subsidiary		3.1(b)
Proxy Statement		6.1(a)
Regulation O		3.21
Regulatory Agencies		3.5
Related Parties		3.21
Representatives		6.2(a)
Requisite Providence Shareholder Approval		3.3(a)
Requisite Regulatory Approvals		7.1(e)
S-4		3.4
SBA		3.26(d)
SEC		3.4
SRO		3.4
Subsequent Unaudited Monthly Financial Statements		6.2(d)
Subsidiary		3.1(a)
Surviving Corporation		Recitals
Takeover Restrictions		3.22
Tax		3.11(g)
Tax Return		3.11(h)
Taxes		3.11(g)
Termination Date		8.1(c)
Termination Fee		8.2(b)(i)
Treasury Regulations		3.11(i)
USDA		3.26(d)
Valley		Preamble
Valley 401(k) Plan		6.6(c)
Valley Bank		1.13
Valley Bylaws		4.1(a)
Valley Charter		4.1(a)
Valley Common Stock		1.5(a)
Valley Disclosure Schedule		Article IV
Valley Preferred Stock		4.2(a)
Valley Regulatory Agreement		4.13
Valley Reports		4.5(b)
Valley Series A Preferred Stock		4.2(a)
Valley Series B Preferred Stock		4.2(a)
Valley Series C Preferred Stock		4.2(a)
Valley Share Closing Price		2.2(f)
Valley Subsidiary		4.1(b)
Volcker Rule		3.13(c)
Voting Agreement		Recitals

A-vi

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of August 24, 2026 (this “Agreement”), by and between Valley National Bancorp,\na New Jersey corporation (“Valley”) and Providence Financial Corporation, an Illinois corporation (“Providence”).

W I T N E S S E T H:

WHEREAS,\nthe boards of directors of Valley and Providence have determined that it is advisable and in the best interests of their respective companies and their shareholders to enter into this Agreement, pursuant to which Providence will, subject to the\nterms and conditions set forth herein, merge with and into Valley (the “Merger”), so that Valley is the surviving corporation (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”);\n

WHEREAS, the parties intend that for U.S. federal (and, as applicable, state and local) income Tax purposes, the Merger shall qualify as\na “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and that this Agreement shall be and is adopted as a plan of reorganization for purposes of\nSections 354 and 361 of the Code and within the meaning of Treasury Regulation Section 1.368-2(g);

WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition to Valley’s willingness to enter into this\nAgreement, certain officers of Providence and Providence Bank (as defined herein) are entering into offer letters (“Offer Letters”) with Valley and/or Valley Bank;

WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition to Valley’s willingness to enter into this\nAgreement, each of the directors of Providence is entering into a voting agreement with Valley (“Voting Agreement”), in the form attached hereto as Exhibit A pursuant to which each such person has agreed, among other\nthings, to vote all issued and outstanding shares of Providence Common Stock (as defined below) beneficially owned by such person in favor of the approval of this Agreement and the transactions contemplated hereby, upon the terms and subject to the\nconditions set forth in this Agreement; and

WHEREAS, the parties desire to make certain representations, warranties and agreements in\nconnection with the Merger and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the mutual\ncovenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

THE MERGER

1.1 The Merger. Subject to the terms and conditions of this Agreement, in accordance with the New Jersey\nBusiness Corporation Act, as amended (the “NJBC”), and the Illinois Business Corporation Act of 1983, as amended (the “IBCA”), at the Effective Time, Providence shall merge with and into Valley. Valley shall be\nthe Surviving Corporation in the Merger, and shall continue its corporate existence under the laws of the State of New Jersey. Upon consummation of the Merger, the separate corporate existence of Providence shall terminate.

1.2 Closing. On the terms and subject to the conditions set forth in this Agreement, the closing of the\nMerger (the “Closing”) will occur by electronic exchange of documents at 10:00 a.m., New York City time, on the first business day of the month immediately following the month during which the satisfaction or waiver (subject to\napplicable law) of all of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing),\n

A-1

\nunless another date, time or place is agreed to in writing by Valley and Providence. The date on which the Closing occurs is referred to in this Agreement as the “Closing\nDate”. Subject to Article VIII, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not\nrelieve any party of any obligation under this Agreement.

1.3 Effective Time. Subject to the terms and\nconditions of this Agreement, on or before the Closing Date, Valley shall cause to be filed a certificate of merger with respect to the Merger as provided under the NJBC with the Department of Treasury (the “New Jersey Treasury”)\nof the State of New Jersey and the articles of merger with respect to the Merger as provided under the IBCA with the Secretary of State (the “Illinois Secretary”) of the State of Illinois (such certificate of merger and articles\nof merger, the “Certificates of Merger”). The Merger shall become effective as of the date and time specified in the Certificates of Merger in accordance with the relevant provisions of the NJBC and the IBCA, or at such other date\nand time as shall be provided by applicable law (such date and time, the “Effective Time”). No party shall take any action to revoke the Certificates of Merger after their filing without the written consent of the other party.\n

1.4 Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth\nin the applicable provisions of the NJBC and the IBCA and this Agreement.

1.5 Conversion of\nProvidence Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Valley, Providence, or the holder of any of the following securities:

(a) Subject to Section 2.2(f), each share of Providence Common Stock issued and outstanding immediately prior to the\nEffective Time, except for (i) shares of Providence Common Stock owned by Providence as treasury stock or otherwise owned by Providence or Valley (in each case other than shares of Providence Common Stock (A) held in trust accounts,\nmanaged or custodial accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties and (B) held, directly or indirectly, in respect of debts previously contracted\n(collectively, the “Exception Shares”)) or (ii) Dissenting Shares, shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive $21.47 without interest (such consideration, the\n“Cash Merger Consideration”) and 4.3854 fully paid and nonassessable shares (as may be adjusted pursuant to Section 1.14, the “Exchange Ratio”) of common stock, no par value per share,\nof Valley (the “Valley Common Stock”) (such consideration, together with the Cash Merger Consideration, the “Merger Consideration”).

(b) All of the shares of Providence Common Stock converted into the right to receive the Merger Consideration pursuant to this Article\nI shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, an “Old Certificate,” it being understood that any reference herein to\n“Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Providence Common Stock) previously representing any such shares of\nProvidence Common Stock shall thereafter represent only the right to receive (i) the Merger Consideration, (ii) cash in lieu of a fractional share which the shares of Providence Common Stock represented by such Old Certificate have been\nconverted into the right to receive pursuant to this Section 1.5 and Section 2.2(f), and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to\nSection 2.2, in each case without any interest thereon. Old Certificates previously representing shares of Providence Common Stock shall be exchanged for the Merger Consideration and the other amounts specified in the\nimmediately preceding sentence, including evidence of shares in book-entry form representing whole shares of Valley Common Stock as set forth in Section 1.5(a) (together with any dividends or distributions with respect\nthereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Old Certificates in accordance with Section 2.2, without any interest thereon. If, between the date of this\nAgreement and the Effective Time, the outstanding shares of Valley Common Stock or Providence Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities, in any such case as a\nresult of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or\n

A-2

\nextraordinary distribution, an appropriate and proportionate adjustment shall be made to the Merger Consideration to give holders of Providence Common Stock and Providence Stock Options the same\neconomic effect as contemplated by this Agreement prior to such event; provided that nothing in this sentence shall be construed to permit Valley or Providence to take any action with respect to its securities that is prohibited by the terms\nof this Agreement; provided, further that no adjustment shall be made in the event of the issuance of additional shares of (x) Valley Common Stock or options to purchase shares of Valley Common Stock, as applicable, pursuant to any stock\noption plan or other compensation or benefit plan of Valley or its Subsidiaries, or (y) shares of Providence Common Stock or Providence Stock Options, as applicable, pursuant to the Providence Stock Plan.

(c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Providence Common Stock that are owned by\nProvidence or Valley (in each case other than the Exception Shares) immediately prior to the Effective Time shall be cancelled and shall cease to exist, and neither the Merger Consideration nor any other consideration shall be delivered in exchange\ntherefor.

1.6 Dissenting Shares.

(a) Notwithstanding any provision of this Agreement to the contrary, other than as provided in this Section 1.6, any\nshares of Providence Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by a holder of Providence Common Stock who (i) has duly and validly demanded appraisal of such shares in connection with the\nMerger in accordance with Chapter 805, Act 5, Article 11 of the IBCA and (ii) as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (through failure to perfect or otherwise) (a “Dissenting\nShare”) shall not be converted into or represent the right to receive any portion of the consideration to be paid pursuant to Section 1.5 but instead shall be converted into the right to receive only such\nconsideration as may be determined to be due with respect to such Dissenting Shares under Chapter 805, Act 5, Article 11 of the IBCA. From and after the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be\ncancelled and retired and shall cease to exist, and a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a shareholder of the Surviving Corporation.

(b) If any holder of Providence Common Stock who has duly and validly demanded appraisal of such shares in connection with the Merger in\naccordance with Chapter 805, Act 5, Article 11 of the IBCA effectively withdraws or loses such appraisal rights (through failure to perfect or otherwise), then such shares shall no longer be Dissenting Shares and, as of the later of the Effective\nTime and the occurrence of such withdrawal or loss, such shares shall automatically be converted into the right to receive, without interest, the consideration to be paid pursuant to Section 1.5 with respect to such shares\npursuant to and in accordance with this Agreement.

(c) Providence shall give Valley reasonably prompt written notice of the receipt of\nany written notice of any demand for appraisal for any Providence Common Stock, withdrawals of such demands or any intent to demand or withdraw the foregoing, and any other instruments served pursuant to applicable law and received by Providence\nthat relate to any such demand for appraisal (each, an “Appraisal Demand”), and Valley shall have the right to participate in all negotiations and proceedings with respect to any Appraisal Demand or any threatened Appraisal\nDemand, including those that take place prior to the Effective Time, in each case consistent with Providence’s obligations thereunder. Providence shall not voluntarily make any payment with respect to, or settle or offer to settle, any\nAppraisal Demand prior to the Effective Time, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such holder of Providence Common Stock as may be necessary to perfect appraisal rights under\napplicable law, without the prior written approval of Valley.

1.7 Providence Preferred Stock.

(a) Immediately prior to the Effective Time, each share of Providence Series B Preferred Stock, issued and outstanding immediately prior to\nthe Effective Time shall be redeemed in accordance with Section 6.17 and

A-3

\nshall cease to exist as of the Effective Time, and each share of Providence Series B Preferred Stock represented by book-entry shall thereafter represent only the right to receive a cash payment\nequal to the sum of (a) $1,000.00 per share of Providence Series B Preferred Stock and (b) all declared but unpaid dividends on such share of Providence Series B Preferred Stock (such payment, the “Providence Series B Redemption\nPayment”), in each case, in accordance with the Certificate of Designations of the Providence Series B Preferred Stock (the “Providence Series B Certificate of Designation”).

(b) Immediately prior to the Effective Time, each share of Providence Series C Preferred Stock, issued and outstanding immediately prior to\nthe Effective Time shall be redeemed in accordance with Section 6.17 and shall cease to exist as of the Effective Time, and each share of Providence Series C Preferred Stock represented by book-entry shall thereafter\nrepresent only the right to receive a cash payment equal to the sum of (a) $1,000.00 per share of Providence Series C Preferred Stock and (b) all declared but unpaid dividends on such share of Providence Series C Preferred Stock (such payment,\nthe “Providence Series C Redemption Payment”), in each case, in accordance with the Certificate of Designations of the Providence Series C Preferred Stock (the “Providence Series C Certificate of Designation”).\n

1.8 Valley Common Stock. At and after the Effective Time, each share of Valley Common Stock issued and\noutstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.

1.9 Treatment of Providence Stock Options.

(a) At the Effective Time, each Providence Stock Option that is\noutstanding immediately prior to the Effective Time and that has an exercise price per share of Providence Common Stock underlying such Providence Stock Option (the “Providence Stock Option Exercise Price”) that is less than the\nMerger Consideration Value (each such Providence Stock Option, an “In-the-Money Providence Stock Option”), whether or not exercisable or vested, shall\nbe cancelled without any action on the part of any holder thereof in consideration for the right to receive (without interest) the Merger Consideration (less applicable Tax withholdings pursuant to Section 2.2(h)) in\nrespect of each Net Option Share subject to such In-the-Money Providence Stock Option (the\n“In-the-Money Providence Stock Option Merger Consideration”). At the Effective Time, any Providence Stock Option that is not an In-the-Money Providence Stock Option, whether or not exercisable or vested, shall be cancelled for no consideration and shall cease to exist. Subject to\nSection 2.2(h), Valley will cause the Surviving Corporation to make all payments to former holders of Providence Stock Options required under this Section 1.9(a) no later than the first regular\npayroll date that covers a full payroll period commencing on or after the Closing Date.

(b) At or prior to the Effective Time,\nProvidence, the board of directors of Providence and its compensation committee, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Providence Stock Options as provided under this\nSection 1.9.

(i) “Merger Consideration Value” means (A) the Cash Merger Consideration, plus (B) the\nproduct of (x) the Exchange Ratio multiplied by (y) the Valley Share Closing Price (such product rounded down to the nearest penny).

(ii) “Net Option Share” means with respect to each Providence Stock Option, the quotient of (A) the\nproduct of (i) the excess, if any, of the Merger Consideration Value over the Providence Stock Option Exercise Price of the Providence Stock Option immediately prior to the Effective Time multiplied by (ii) the number of shares of\nProvidence Common Stock subject to such Providence Stock Option immediately prior to the Effective Time divided by (B) the Merger Consideration Value.

(iii) “Providence Stock Option” means an option to purchase shares of Providence Common Stock granted under\nthe Providence Stock Plan that is outstanding immediately prior to the Effective Time.

A-4

(iv) “Providence Stock Plan” means the Providence 2023\nEquity Incentive Plan.

1.10 Certificate of Incorporation of Surviving Corporation. At\nthe Effective Time, the restated certificate of incorporation, as amended, of Valley, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance\nwith applicable law.

1.11 Bylaws of Surviving Corporation. At the Effective Time, the bylaws,\nas amended and restated, of Valley, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

1.12 Tax Consequences. The parties intend that for U.S. federal (and, as applicable, state and local)\nincome Tax purposes, the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall be and is adopted as a “plan of reorganization” for purposes of\nSections 354 and 361 of the Code and within the meaning of Treasury Regulation Section 1.368-2(g). Providence and Valley shall use commercially reasonable efforts, and shall cause their respective\nSubsidiaries to use commercially reasonable efforts, to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including providing reasonable and customary representations, covenants and certificates\nrequested by counsel under Sections 7.2(c) and 7.3(c).

1.13 Bank Merger. Immediately\nfollowing the Effective Time, Providence Bank & Trust, a bank chartered under the laws of the State of Illinois and a wholly-owned Subsidiary of Providence (“Providence Bank”), will merge (the “Bank\nMerger”) with and into Valley National Bank, a national banking association under the laws of the United States and a wholly-owned Subsidiary of Valley (“Valley Bank”). Valley Bank shall be the surviving entity in the\nBank Merger and, following the Bank Merger, the separate corporate existence of Providence Bank shall cease. Promptly after the date of this Agreement, Valley Bank and Providence Bank shall enter into an agreement and plan of merger in substantially\nthe form attached hereto as Exhibit B (the “Bank Merger Agreement”). Each of Valley and Providence shall approve the Bank Merger Agreement and the Bank Merger as the sole shareholder of Valley Bank and Providence Bank,\nrespectively. Prior to the Effective Time, Providence shall cause Providence Bank, and Valley shall cause Valley Bank, to execute such certificates or articles of merger and such other documents and certificates as are necessary to effectuate the\nBank Merger (“Bank Merger Certificates”). The parties will cooperate and cause their Subsidiaries to cooperate in all reasonable respects to facilitate the mailing or posting in a timely fashion of any notices to customers of the\nbanks with respect to the Bank Merger reasonably deemed necessary or appropriate by a party.

ARTICLE II

EXCHANGE OF SHARES

2.1 Valley to Make Merger Consideration Available. At or prior to the Effective Time, Valley shall deposit,\nor shall cause to be deposited, with a bank or trust company designated by Valley and reasonably acceptable to Providence (the “Exchange Agent”), for the benefit of the holders of Old Certificates, for exchange in accordance with\nthis Article II, (a) evidence in book-entry form, representing shares of Valley Common Stock to be issued pursuant to Article I and exchanged pursuant to Section 2.2(a) in exchange for outstanding shares\nof Providence Common Stock (collectively, referred to herein as “New Certificates”), and (b) an amount in cash by wire transfer of immediately available funds constituting the Cash Merger Consideration, the aggregate\nProvidence Series B Redemption Payment, the aggregate Providence Series C Redemption Payment and aggregate cash in lieu of any fractional shares to be paid to holders of Providence Common Stock pursuant to Article I (such New Certificates and\ncash described in the foregoing clauses (a) and (b), together with any dividends or distributions with respect thereto payable in accordance with Section 2.2(b), being hereinafter referred to as the “Exchange\nFund”).

A-5

2.2 Exchange of Shares.

(a) As promptly as practicable after the Effective Time, but in no event later than five (5) business days thereafter, Valley shall cause\nthe Exchange Agent to mail to each holder of record of one (1) or more Old Certificates representing shares of Providence Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to\nreceive the Merger Consideration pursuant to Article I, a letter of transmittal (which shall be in customary form agreed by the parties and shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates,\nshall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates, in exchange for the Merger Consideration, and any cash in lieu of fractional shares to\nbe issued or paid in consideration therefor in accordance with Section 2.2(f) as well as any dividends or distributions to be paid pursuant to Section 2.2(b). From and after the Effective Time,\nupon proper surrender of an Old Certificate or Old Certificates, for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates,\nshall be entitled to receive in exchange therefor, as applicable, with respect to each holder of Old Certificates, (A) a New Certificate representing that number of whole shares of Valley Common Stock to which such holder of Providence Common\nStock shall have become entitled pursuant to the provisions of Article I and (B) a check representing the amount of (i) the aggregate Cash Merger Consideration to which such holder of Providence Common Stock shall have become\nentitled pursuant to the provisions of Article I, (ii) any cash in lieu of a fractional share which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this\nArticle II and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be\ncancelled. No interest will be paid or accrued on any Merger Consideration or any cash in lieu of fractional shares or dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this\nSection 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect\nof dividends or distributions as contemplated by this Section 2.2.

(b) As promptly as practicable after the\nEffective Time, but in no event later than five (5) business days thereafter, Valley shall cause the Exchange Agent to mail to each holder of record of one (1) or more shares of Providence Preferred Stock represented by book-entry (the\n“Book Entry Shares”) (representing shares of Providence Preferred Stock immediately prior to the Effective Time that have been redeemed into the right to receive the Providence Series B Redemption Payment or Providence Series C\nRedemption Payment, as applicable, pursuant to Article I), a letter of transmittal (which shall be in customary form agreed to by the parties and shall specify that delivery shall be effected, and risk of loss and title to the Book Entry\nShares, shall pass, only upon proper delivery of the Book Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Book Entry Shares, in exchange for the Providence Series B Redemption Payment or Providence\nSeries C Redemption Payment, as applicable. From and after the Effective Time, upon proper surrender of a Book Entry Share or Book Entry Shares, for exchange and cancellation to the Exchange Agent, together with such properly completed letter of\ntransmittal, duly executed, the holder of such Book Entry Share or Book Entry Shares, shall be entitled to receive in exchange therefor, as applicable, with respect to each holder of Book Entry Shares, a check representing the amount of the\naggregate Providence Series B Redemption Payment or Providence Series C Redemption Payment, as may be applicable, to which such holder of Providence Preferred Stock shall have become entitled pursuant to the provisions of Article I. No\ninterest will be paid or accrued on any Providence Series B Redemption Payment or Providence Series C Redemption Payment. Until surrendered as contemplated by this Section 2.2, each Book Entry Share shall be deemed at any\ntime after the Effective Time to represent only the right to receive, upon surrender, the Providence Series B Redemption Payment or Providence Series C Redemption Payment, as applicable.

(c) No dividends or other distributions declared with respect to Valley Common Stock shall be paid to the holder of any unsurrendered Old\nCertificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II. After the surrender of an Old Certificate in accordance with this Article II, the\n

A-6

\nrecord holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares\nof Valley Common Stock which the shares of Providence Common Stock represented by such Old Certificate have been converted into the right to receive.

(d) If any New Certificate representing shares of Valley Common Stock is to be issued in a name other than that in which the Old Certificate\nor Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate\ninstrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the issuance of a New Certificate\nrepresenting shares of Valley Common Stock in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent\nthat such Tax has been paid or is not payable.

(e) After the Effective Time, there shall be no transfers on the stock transfer books of\nProvidence of the shares of Providence Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent,\nthey shall be cancelled and exchanged for the Merger Consideration and cash in lieu of fractional shares and dividends or distributions that the holder presenting such Old Certificates is entitled to, as provided in this Article II.

(f) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional shares of Valley Common\nStock shall be issued upon the surrender for exchange of Old Certificates or otherwise pursuant to this Agreement, no dividend or distribution with respect to Valley Common Stock shall be payable on or with respect to any fractional share, and such\nfractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Valley. In lieu of the issuance of any such fractional share, Valley shall pay to each former holder who otherwise would be entitled to\nreceive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing sale prices of Valley Common Stock on the Nasdaq Stock Market (the “NASDAQ”) as\nreported by The Wall Street Journal for the five (5) consecutive full trading days ending on the trading day immediately preceding the Closing Date (the “Valley Share Closing Price”) by (ii) the fraction of\na share (after taking into account all shares of Providence Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Valley Common Stock which such holder would\notherwise be entitled to receive pursuant to Article I. The parties acknowledge that payment of such cash consideration in lieu of issuing fractional shares is not separately bargained-for\nconsideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares.

(g) Any portion of the Exchange Fund that remains unclaimed by the Shareholders for one (1) year after the Effective Time shall be paid\nto the Surviving Corporation. Any former holders of Providence Common Stock or Providence Preferred Stock who have not theretofore exchanged their Old Certificates or Book Entry Shares pursuant to this Article II shall thereafter look only to\nthe Surviving Corporation for payment of the Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions on the Valley Common Stock deliverable in respect of each former share of Providence Common Stock\nthat such holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Valley, Providence, the Surviving Corporation, the Exchange Agent or any other person shall be liable\nto any former holder of shares of Providence Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

(h) Each of Valley, the Exchange Agent and any other applicable withholding agent shall be entitled to deduct and withhold, from the Cash\nMerger Consideration, any cash in lieu of fractional shares of Providence

A-7

\nCommon Stock, dividends or distributions payable pursuant to this Section 2.2(h) or any amounts otherwise payable pursuant to this Agreement such amounts as it is\nrequired to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Valley, the Exchange Agent or any other applicable\nwithholding agent, as the case may be, and paid over to the appropriate governmental authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which the deduction and\nwithholding was made by Valley, the Exchange Agent or such other applicable withholding agent, as the case may be. Notwithstanding anything herein to the contrary, any amounts payable in connection with the Closing in respect of any Providence Stock\nOptions pursuant to Section 1.9, with respect to the Providence Stock Option holders may be made through the payroll system of the Surviving Corporation or one of its Subsidiaries no later than the first regular payroll\ndate that covers a full payroll period commencing on or after the Closing Date, subject to any applicable withholding Taxes.

(i) In the\nevent any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by Valley or the Exchange Agent, the\nposting by such person of a bond in such amount as Valley or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Old Certificate (which amount shall be consistent\nwith Valley’s or the Exchange Agent’s customary procedure for Valley’s existing shareholders), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the Merger Consideration, the Providence\nSeries B Redemption Payment or Providence Series C Redemption Payment and any cash in lieu of fractional shares and any unpaid dividends and distributions on the Valley Common Stock pursuant to Section 2.2(b) deliverable in\nrespect thereof pursuant to this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PROVIDENCE

Except as disclosed in the disclosure schedule delivered by Providence to Valley concurrently herewith (the “Providence Disclosure\nSchedule”); provided that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect,\n(b) the mere inclusion of an item in the Providence Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Providence that such item represents a material exception or fact, event or circumstance\nor that such item would reasonably be expected to result in a Material Adverse Effect and (c) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article\nIII specifically referenced or cross-referenced and (2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the\ndisclosure that such disclosure applies to such other sections, Providence hereby represents and warrants to Valley as follows:

3.1 Corporate Organization.

(a) Providence is a corporation duly organized, validly existing and in good standing under the\nlaws of the State of Illinois and is a bank holding company duly registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended\n(“BHC Act”). Providence has the corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted in all material respects. Providence is duly\nlicensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing, qualification or\nstanding necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate,reasonably be expected to have a Material\nAdverse Effect on Providence. As used in this Agreement, the term “Material Adverse Effect” means, with

A-8

\nrespect to Valley, Providence or the Surviving Corporation, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the\naggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, results of operations or financial condition of such party and its Subsidiaries, taken as a whole (provided,\nhowever, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in GAAP or applicable regulatory accounting requirements, (B) changes, after\nthe date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date\nhereof, in global, national or regional political conditions (including the outbreak or escalation of hostilities, war (whether or not declared), military action or acts of terrorism) or in economic or market (including equity, credit and debt\nmarkets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) changes, after the date hereof, resulting from hurricanes,\nearthquakes, tornados, floods or other natural disasters, occurrence of any man-made disaster, or from any outbreak of any disease or other public health event, including pandemics, endemics or disease\noutbreaks, public health emergencies or widespread occurrences of infectious disease, (E) public disclosure of the execution of this Agreement, public disclosure of the transactions contemplated hereby or actions or omissions expressly required\nby this Agreement or that are taken or omitted at the at the written request of a party or with the prior written consent of the other party in contemplation of the transactions contemplated hereby, or (F) a decline in the trading price of a\nparty’s common stock or the failure, in and of itself, to meet earnings projections or internal financial forecasts (it being understood that the underlying causes of such decline or failure may be taken into account in determining whether a\nMaterial Adverse Effect has occurred); except, with respect to subclauses (A), (B), (C) or (D) above, to the extent that the effects of such change are disproportionately adverse to the business, properties, assets, liabilities, results of\noperations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other banks or savings associations and their holding companies operating principally in the areas in which such party and its Subsidiaries are\nlocated) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the term “Subsidiary,” when used with respect to any person, means any corporation, partnership,\nlimited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such person for financial reporting purposes. True and complete copies of the articles of incorporation of Providence, as\namended (the “Providence Articles”) and the bylaws of Providence, as amended (the “Providence Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Providence to Valley.\nTrue and complete copies of the organizational documents of Providence Bank, as in effect as of the date of this Agreement, have previously been made available by Providence to Valley. Providence is not in violation of any of the provisions of the\nProvidence Articles or the Providence Bylaws, and Providence Bank is not in violation of any provisions of the organizational documents of Providence Bank.

(b) Except, in the case of clauses (ii) and (iii) only, as would not reasonably be expected to have, individually or in the aggregate, a\nMaterial Adverse Effect on Providence, each Subsidiary of Providence (a “Providence Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do\nbusiness and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so\nlicensed or qualified and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of Providence to\npay dividends or distributions, except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Providence\nthat is an insured depository institution are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950) to\nthe fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to the knowledge of Providence,\nthreatened. Section 3.1(b) of the Providence Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Providence as of the date hereof.

A-9

3.2 Capitalization.

(a) The authorized capital stock of Providence consists of (i) 5,000,000 shares of common stock, par value $1.00 per share, of Providence\n(“Providence Common Stock”), and (ii) 1,000,000 shares of preferred stock, par value $1.00 per share, of Providence (“Providence Preferred Stock”), including 15,000 shares of 5.00% Perpetual Series B Preferred\nStock (“Providence Series B Preferred Stock”) and 24,000 shares of 5.00% Perpetual Series C Preferred Stock (“Providence Series C Preferred Stock”). As of August 24, 2026, no shares of capital stock or\nother voting securities of Providence are issued, reserved for issuance or outstanding, other than (i) 2,820,825 shares of Providence Common Stock issued and outstanding, (ii) 12,000 shares of Providence Series B Preferred Stock issued and\noutstanding, (iii) 14,785 shares of Providence Series C Preferred Stock issued and outstanding, (iv) 333,206 shares of Providence Common Stock reserved for issuance upon the exercise of outstanding Providence Stock Options, (v) 418,071\nshares of Providence Common Stock reserved for issuance for future grants under the Providence Stock Plan, and (vi) 118,052 shares of Providence Common Stock held in treasury. As of the date of this Agreement, except as set forth in the immediately\npreceding sentence, there are no shares of capital stock or other voting securities or equity interests of Providence issued, reserved for issuance or outstanding. All of the issued and outstanding shares of Providence Common Stock have been duly\nauthorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No bonds, debentures, notes or other indebtedness that have the right to vote on any\nmatters on which shareholders of Providence may vote are issued or outstanding. Except as set forth in Section 3.2(a) of the Providence Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of\nProvidence are issued or outstanding. Other than Providence Stock Options issued prior to the date of this Agreement as described in this Section 3.2(a), as of the date of this Agreement, there are no outstanding\nsubscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Providence to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.

(b) Section 3.2(b) of the Providence Disclosure Schedule sets forth a true and complete list of all Providence Stock Options outstanding\nas of August 24, 2026, specifying (i) the name of each holder, (ii) the number of shares subject to each such Providence Stock Option, (iii) the grant date of each such Providence Stock Option, (iv) the vesting schedule of each\nsuch Providence Stock Option, (v) the exercise price for each such Providence Stock Option, (vi) the expiration date of each such Providence Stock Option, and (vii) whether such Providence Stock Option is intended to qualify as an\n“incentive stock option” under Section 422 of the Code. Each grant of Providence Stock Options was made in accordance with the terms of the Providence Stock Plan and all applicable laws. The Providence Stock Option Exercise Price\nfor each outstanding Providence Stock Option was not less than the fair market value of the underlying share of Providence Common Stock on the applicable date of grant, as determined in compliance in all material respects with Section 409A of\nthe Code and the Treasury Regulations promulgated thereunder.

(c) Except as set forth in Section 3.2(b) of the Providence Disclosure\nSchedule and the Voting Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements in effect pursuant to which Providence or any of the Providence Subsidiaries has a contractual or other obligation with respect to the\nvoting or transfer of Providence Common Stock or other equity interests of Providence. Other than the Providence Stock Options, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on\nthe price of any capital stock of Providence or any of its Subsidiaries) are outstanding. No Subsidiary of Providence owns any shares of capital stock of Providence. There has been no (and there has not been required any) adjustment relating to the\nconversion of any shares of Providence Preferred Stock since their respective dates of issuance.

(d) Providence owns, directly or\nindirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the Providence Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever\n(“Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to

A-10

\nProvidence Subsidiaries that are insured depository institutions, as provided under 12 U.S.C. § 55 or any comparable provision of applicable state law) and free of preemptive rights, with no\npersonal liability attaching to the ownership thereof. No Providence Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of\nany shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

(e) Section 3.2(e) of the Providence Disclosure Schedule contains a true, correct and complete list of the record holders of shares of\nProvidence Common Stock and Providence Stock Options as of August 24, 2026, containing each such holder’s name, address and the number of shares of Providence Common Stock and Providence Stock Options, as applicable, held of record by\nsuch holder.

3.3 Authority; No Violation.

(a) Providence has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Requisite\nProvidence Shareholder Approval, to consummate the transactions contemplated hereby, including the Preferred Stock Redemption. The execution and delivery of this Agreement, the consummation of the Merger and the Preferred Stock Redemption, subject\nto and contingent upon the satisfaction of the conditions set forth in Section 7.1 and Section 7.3, have been duly and validly approved by the board of directors of Providence. The board of\ndirectors of Providence has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Providence and has directed that this Agreement and the Merger be submitted to Providence’s\nshareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a majority of the voting power\nof all outstanding stock of Providence entitled to vote on this Agreement (the “Requisite Providence Shareholder Approval”), and the adoption and approval of the Bank Merger Agreement by the board of directors of Providence Bank\nand Providence as its sole shareholder, no other corporate proceedings on the part of Providence are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Preferred Stock Redemption. This Agreement\nhas been duly and validly executed and delivered by Providence and (assuming due authorization, execution and delivery by Valley) constitutes a valid and binding obligation of Providence, enforceable against Providence in accordance with its terms\n(except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent\ncompanies or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)).

(b) Subject to the receipt of the Requisite Providence Shareholder Approval, neither the execution and delivery of this Agreement by\nProvidence nor the consummation by Providence of the transactions contemplated hereby, including the Preferred Stock Redemption, nor compliance by Providence with any of the terms or provisions hereof, will (i) violate any provision of the\nProvidence Articles, the Providence Bylaws or comparable governing documents of any Providence Subsidiary or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or\nmade, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Providence or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict\nwith, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination\nor cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Providence or any of its Subsidiaries under, any of the terms, conditions or provisions of any\nnote, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Providence or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound,\nexcept (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a\nMaterial Adverse Effect on Providence and its Subsidiaries, taken as a whole.

A-11

3.4 Consents and Approvals. Except for (a) the\nfiling of any required applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval or waiver\nof prior approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency under the Bank Merger Act and approval or waiver of\nprior approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the Illinois Department of Financial and Professional Regulation, Division of Banking (the\n“Illinois DOB”) in connection with the Bank Merger, including under the Bank Merger Act, and approval or waiver of prior approval of such applications, filings and notices, (e) the filing of any required applications, filings\nor notices listed in Section 3.4 of the Providence Disclosure Schedule or Section 4.4 of the Valley Disclosure Schedule and approval of such applications, filings and notices, (f) the filing with the Securities and Exchange Commission\n(the “SEC”) of the registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, in connection with the transactions contemplated by this Agreement (the\n“S-4”) and declaration of effectiveness of the S-4, (g) the filing of the Certificates of Merger with the Illinois Secretary pursuant to the IBCA and\nthe New Jersey Treasury pursuant to the NJBC, as applicable, and the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and (h) such filings and approvals as are required to be made\nor obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Valley Common Stock pursuant to this Agreement and the approval of the listing of such Valley Common Stock on the\nNASDAQ, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any court or administrative agency or commission or other\ngovernmental authority or instrumentality or SRO (each, a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by Providence of this Agreement or (ii) Providence’s consummation of\nthe Merger and the other transactions contemplated hereby (including the Bank Merger and the Preferred Stock Redemption). As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in\nSection 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of\nthe date hereof, to the knowledge of Providence, there is no reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger, the Bank Merger and the Preferred Stock Redemption on a\ntimely basis.

3.5 Reports. Providence and each of its Subsidiaries have timely filed (or furnished, as\napplicable) all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2023 with (a) any state regulatory\nauthority, (b) the SEC, (c) the Federal Reserve Board, (d) the FDIC, (e) the Illinois DOB, (f) any SRO and (g) any other federal, state or foreign governmental or regulatory agency or authority having jurisdiction over\nthe parties or their respective Subsidiaries ((a) – (g) above, collectively, “Regulatory Agencies”), including any report, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws,\nrules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or\nstatement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole. Subject to\nSection 9.7, except for normal examinations conducted by a Regulatory Agency in the ordinary course of business of Providence and its Subsidiaries, (i) no Regulatory Agency has initiated or has pending any proceeding\nor, to the knowledge of Providence, investigation into the business or operations of Providence or any of its Subsidiaries since January 1, 2023, (ii) there is no unresolved violation, criticism, or exception by any Regulatory Agency with\nrespect to any report or statement relating to any examinations or inspections of Providence or any of its Subsidiaries, and (iii) there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with\nrespect to the business, operations, policies or procedures of Providence or any of its Subsidiaries since January 1, 2023, in each case of clauses (i) through (iii) above, which would reasonably be expected to have, either\nindividually or in the aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole.

A-12

3.6 Financial Statements.

(a) Providence has previously made available to Valley copies of the following financial statements (the “Providence Audited\nFinancial Statements”), copies of which are attached as Section 3.6(a) of the Providence Disclosure Schedule: (i) the audited consolidated balance sheets of Providence and its Subsidiaries as of December 31, 2025, 2024 and\n2023, and the related audited consolidated statements of income and cash flow for the years ended December 31, 2025, 2024 and 2023 and (ii) the unaudited consolidated balance sheet and the related unaudited consolidated statement of income\nof Providence and its Subsidiaries as of and for the six-month period ended June 30, 2026 (such date, the “Balance Sheet Date”) ((i) and (ii), collectively, the “Providence\nFinancial Statements”). The Providence Financial Statements (i) have been prepared from, and are in accordance with, the books and records of Providence and its Subsidiaries, (ii) fairly present in all material respects the\nconsolidated results of operations, cash flows, and consolidated financial position of Providence and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), and (iii) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such\nstatements or in the notes thereto. The books and records of Providence and its Subsidiaries have been, since January 1, 2023, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and\naccounting requirements. Since January 1, 2023, Forvis Mazars, LLP has not resigned (or informed Providence that it intends to resign) or been dismissed as independent public accountants of Providence as a result of or in connection with any\ndisagreements with Providence on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

(b) The records, systems, controls, data and information of Providence and its Subsidiaries are recorded, stored, maintained and operated\nunder means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Providence or its Subsidiaries or accountants (including all means of access thereto\nand therefrom), except for any non-exclusive ownership and non-direct control that would not, individually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Providence and its Subsidiaries, taken as a whole. Providence maintains a system of internal accounting controls sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of\nProvidence and its Subsidiaries. Except as set forth in Section 3.6(b) of the Providence Disclosure Schedule, since January 1, 2023, Providence has not identified any significant deficiencies or material weaknesses in the design or\noperation of its internal control over financial reporting. Since January 1, 2023, Providence has not experienced or effected any significant deficiencies or weaknesses in the design or operation of internal control over financial reporting\nwhich are reasonably likely to adversely affect Providence’s ability to record, process, summarize and report financial information.

(c) Since January 1, 2023, (i) neither Providence nor any of its Subsidiaries, nor, to the knowledge of Providence, any director,\nofficer, auditor, accountant or representative of Providence or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of\nProvidence, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Providence or any of its Subsidiaries or their respective\ninternal accounting controls, including any material complaint, allegation, assertion or written claim that Providence or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney\nrepresenting Providence or any of its Subsidiaries, whether or not employed by Providence or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Providence or\nany of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors of Providence or any committee thereof or similar governing body of any Providence Subsidiary or any committee thereof, or, to the\nknowledge of Providence, to any director or officer of Providence or any Providence Subsidiary.

A-13

(d) The books and records kept by Providence and any of its Subsidiaries are maintained in\nall material respects in accordance with GAAP and, to the knowledge of Providence, are, in the aggregate, complete and accurate in all material respects.

(e) Neither Providence nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among Providence and any of its Subsidiaries, on the\none hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose person, on the other hand, or any “off-balance sheet arrangement”), where the\nresult, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Providence or any of its Subsidiaries in Providence’s or such Subsidiary’s\nfinancial statements.

3.7 Undisclosed Liabilities. Except for (a) those liabilities that\nare set forth on the Providence Financial Statements, (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice and that are not, individually or in the aggregate, material to\nProvidence and its Subsidiaries, and (c) liabilities incurred in connection with this Agreement and the transactions contemplated hereby, neither Providence nor any of its Subsidiaries has any liability of any nature whatsoever (whether\nabsolute, accrued, contingent or otherwise and whether due or to become due), whether or not the same would have been required to be reflected on the Providence Financial Statements if it had existed on or before the Balance Sheet Date.

3.8 Broker’s Fees. Neither Providence nor any Providence Subsidiary nor any of their\nrespective officers or directors has employed any broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by\nthis Agreement other than Keefe, Bruyette & Woods, A Stifel Company. A true and complete copy of the engagement letter with Keefe, Bruyette & Woods, A Stifel Company in connection with this Agreement and the\ntransactions contemplated hereby has been made available to Valley.

3.9 Absence of Certain Changes or\nEvents.

(a) Since December 31, 2025, there has not been any effect, change, event, circumstance, condition, occurrence or\ndevelopment that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Providence.

(b) Since December 31, 2025 through the date of this Agreement, except with respect to the transactions contemplated hereby, Providence\nand its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course consistent with past practice (other than discussions and negotiations related to this Agreement or any other potential strategic\ntransactions).

3.10 Legal Proceedings.

(a) Neither Providence nor any of its Subsidiaries is a party to any, and there are no pending or, to the knowledge of Providence, threatened,\nlegal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature (i) that is against Providence or any of its Subsidiaries or any of their current or former directors or executive\nofficers in their capacities as such or (ii) that is of a material nature challenging the validity or propriety of this Agreement or the transactions contemplated hereby, in each case that would reasonably be expected to be, individually or in\nthe aggregate, material to Providence and its Subsidiaries, taken as a whole.

(b) There is no material injunction, order, judgment,\ndecree, or regulatory restriction imposed upon Providence, any of its Subsidiaries or the assets of Providence or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Corporation or any of its affiliates).\n

A-14

3.11 Taxes and Tax Returns.

(a) Each of Providence and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns\nin all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither Providence nor any of its Subsidiaries is the beneficiary of any extension of time\nwithin which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). Except as would not, individually or in the aggregate, be material to Providence and its Subsidiaries, taken as a whole, all\nTaxes of Providence and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Providence and its Subsidiaries do not have any liability for Taxes in excess of the amount reserved or provided for on\ntheir financial statements. Each of Providence and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent\ncontractor or other third party. Each of Providence and its Subsidiaries has complied in all material respects with all information reporting and backup withholding provisions of applicable law, including the collection, review and retention of any\nrequired withholding certificates or comparable documents and any notice received pursuant to Section 3406(a)(1)(B) or (C) of the Code. Neither Providence nor any of its Subsidiaries has granted any extension or waiver of the limitation\nperiod applicable to any material Tax that remains in effect. The federal income Tax Returns of Providence and its Subsidiaries for all years up to and including December 31, 2022 have been examined by the Internal Revenue Service (the\n“IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired.

(b) No deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against Providence or any of its\nSubsidiaries. There are no pending or threatened (in writing) disputes, claims, audits, examinations or other proceedings regarding any material Taxes of Providence and its Subsidiaries or the assets of Providence and its Subsidiaries. Neither\nProvidence nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that Providence or any of its Subsidiaries was required to file any Tax Return that was not filed or was liable for any amount of\nTaxes that was not paid. Within the past six (6) years, Providence has not requested any private letter rulings and is not, and has not been, party to any closing agreements, gain recognition agreements or other written agreements with respect\nto Taxes. There are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Providence or any of its Subsidiaries. Neither Providence nor any of its Subsidiaries is a party to or is bound by any Tax sharing,\nallocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Providence and its Subsidiaries).

(c) Neither Providence nor any of its Subsidiaries (A) is or has been a member of an affiliated group filing a consolidated federal\nincome Tax Return (other than a group the common parent of which was Providence or any of its Subsidiaries) or (B) has any liability for the Taxes of any person (other than Providence) under Treasury Regulations Section 1.1502-6 (or any\nsimilar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Providence nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series\nof related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of\nSection 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither Providence nor any of its Subsidiaries has participated\nin a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(1) (or any similar provision of state, local or foreign law).

(d) Neither Providence nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of\ndeduction from, taxable income as a result of any: (i) adjustment required by a change in or incorrect method of accounting, (ii) closing agreement, (iii) installment sale or open transaction disposition made, or prepaid amount\nreceived, on or prior to the Closing Date, or (iv) intercompany transaction. Neither Providence nor any of its Subsidiaries has taken any action that would defer any material

A-15

\nliability for Taxes of Providence or any of its Subsidiaries from any taxable period (or portion thereof) ending on or prior to the Closing Date, to any taxable period (or portion thereof)\nbeginning after the Closing Date. Neither Providence nor any of its Subsidiaries has been required (or has applied) to include in income any material adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting\nmethod initiated by Providence or any of its Subsidiaries, and the IRS has not initiated or proposed any such material adjustment or change in accounting method. Neither Providence nor any of its Subsidiaries has any application pending with any\nGovernmental Entity requesting permission for any changes in any material accounting method. At no time during the past five (5) years has Providence or any of its Subsidiaries been a United States real property holding corporation within the\nmeaning of Section 897(c)(2) of the Code. Neither Providence nor any of its Subsidiaries has made an election pursuant to Section 965(h) of the Code.

(e) There are no joint ventures, partnerships, limited liability companies, or other arrangements or contracts to which Providence or any of\nits Subsidiaries is a party and that could be treated as a partnership for federal income Tax purposes. Neither Providence nor any of its Subsidiaries has, nor has it ever had, a “permanent establishment” in any foreign country, as such\nterm is defined in any applicable Tax treaty or convention between the United States and such foreign country, nor has it otherwise taken steps that have exposed, or will expose, it to the taxing jurisdiction of a foreign country. Providence has\nnot, in the past ten (10) years, acquired assets from another corporation in a transaction in which Providence’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets\n(or any other property) in the hands of the transferor.

(f) Section 3.11(f) of the Providence Disclosure Schedule sets forth the entity\nclassification of Providence and each of its Subsidiaries for U.S. federal income Tax purposes.

(g) As used in this Agreement, the term\n“Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, sales and use, license, payroll, employment,\nsocial security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes,\ncharges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon.

(h) As used in this\nAgreement, the term “Tax Return” means any return, declaration, report, claim for refund, estimate, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment\nthereof, supplied or required to be supplied to a Governmental Entity.

(i) As used in this Agreement, the term “Treasury\nRegulations” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of the provisions of the Code.

3.12 Employees and Employee Benefit Plans.

(a) Section 3.12(a) of the Providence Disclosure Schedule lists all Providence Benefit Plans. For purposes of this Agreement,\n“Providence Benefit Plans” means all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, and\nall material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, medical, life or other insurance or welfare, retiree medical or life insurance, pension or retirement, supplemental retirement, severance or other\ncompensation or benefit plans, programs, agreements or arrangements, and all retention, bonus, employment, consulting, termination or severance plans, programs or arrangements or other contracts or agreements to or with respect to which Providence\nor any Subsidiary or any trade or business of Providence or any of its Subsidiaries, whether or not incorporated, all of which together with Providence would be deemed a “single employer” within the meaning of Section 414(b), (c),\n(m) or (o) of the Code or Section 4001 of ERISA (a “Providence ERISA Affiliate”), is a party or has any current or future

A-16

\nobligation or that are maintained, contributed to or sponsored by Providence or any of its Subsidiaries or any Providence ERISA Affiliate, or to which Providence or any of its Subsidiaries is\nrequired or obligated to maintain, contribute to or sponsor or with respect to which Providence or any of its Subsidiaries has any direct or indirect liability, for the benefit of any current or former employee, officer, director or independent\ncontractor of Providence or any of its Subsidiaries or any Providence ERISA Affiliate.

(b) Providence has heretofore made available to\nValley true and complete copies of each of the Providence Benefit Plans and the following related documents, to the extent applicable: (i) the current plan document (or for an unwritten material Providence Benefit Plan, a written description of\nthe material terms thereof) and the current trust agreement or other funding documents, (ii) all summary plan descriptions, amendments, modifications or material supplements to any Providence Benefit Plan, (iii) the annual report\n(Form 5500), if any, filed with the IRS for the last two (2) plan years, (iv) the most recently received IRS determination or opinion letter, if any, relating to any such Providence Benefit Plan, (v) the most recently prepared\nactuarial report for each such Providence Benefit Plan (if applicable) for each of the last two (2) years and (vi) all material non-routine correspondence received from or sent to any Governmental\nEntity within the past three (3) years.

(c) Each Providence Benefit Plan has been established, operated, maintained and administered\nin all material respects in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code. Neither Providence nor any of its Subsidiaries has, within the prior three (3) years, taken any material corrective\naction or made a filing under any voluntary correction program of the IRS, Department of Labor or any other Governmental Entity with respect to any Providence Benefit Plan, and neither Providence nor any of its Subsidiaries has any knowledge of any\nmaterial plan defect that would qualify for correction under any such program.

(d) Each Providence Benefit Plan that is intended to be\nqualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS with respect to such qualification, which letter has not been revoked (nor has revocation been threatened), or is in a form that is\nthe subject of a favorable advisory or opinion letter from the IRS, and, to the knowledge of Providence, there are no existing circumstances and no events have occurred that would have a material adverse effect on the qualified status of any such\nProvidence Benefit Plan or the related trust or increase the costs relating thereto.

(e) Except as set forth on Section 3.12(e) of\nthe Providence Disclosure Schedule, no Providence Benefit Plan is a nonqualified deferred compensation or salary continuation arrangement. Each Providence Benefit Plan has been maintained in documentary and operational compliance, in all material\nrespects, with Section 409A of the Code and the regulations thereunder or an available exemption therefrom.

(f) No Providence\nBenefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, and none of Providence and its Subsidiaries nor any Providence ERISA Affiliate has, at any time during the last six (6) years, maintained,\nsponsored, contributed to or been obligated to contribute to any plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code.

(g) None of Providence and its Subsidiaries nor any Providence ERISA Affiliate has, at any time during the last six (6) years,\nmaintained, sponsored, contributed to or been obligated to contribute to any plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or\nmore contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”), and none of Providence and its Subsidiaries nor any Providence ERISA\nAffiliate has incurred any material liability to a Multiemployer Plan or Multiple Employer Plan as a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a\nMultiemployer Plan or Multiple Employer Plan that has not been satisfied in full.

(h) Neither Providence nor any of its Subsidiaries\nsponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement health or medical

A-17

\nor life insurance or any other welfare benefits for any current or former employees or other service providers or beneficiaries or dependents thereof, except as required by Section 4980B of\nthe Code.

(i) All contributions required to be made to any Providence Benefit Plan by applicable law or by any plan document or other\ncontractual undertaking, and all premiums due or payable with respect to insurance policies funding any Providence Benefit Plan, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof,\nhave been fully reflected on the books and records of Providence in accordance with GAAP.

(j) There are no pending or, to the knowledge\nof Providence, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the knowledge of Providence, no set of circumstances exists that may reasonably be\nexpected to give rise to a material claim or lawsuit, against any Providence Benefit Plan, any fiduciaries thereof with respect to their duties to any Providence Benefit Plan or the assets of any of the trusts under any of the Providence Benefit\nPlans that could in any case reasonably be expected to result in any material liability of Providence or any of its Subsidiaries to the Pension Benefit Guaranty Corporation, the IRS, the Department of Labor, any Multiemployer Plan, a Multiple\nEmployer Plan, any participant in any Providence Benefit Plan, or any other party.

(k) None of Providence or its Subsidiaries nor any\nProvidence ERISA Affiliate nor, to the knowledge of Providence, any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) which could\nsubject any of the Providence Benefit Plans or their related trusts, Providence, any of its Subsidiaries, any Providence ERISA Affiliate or any person that Providence or any of its Subsidiaries has an obligation to indemnify to any material tax or\nmaterial penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

(l) Except as set forth on\nSection 3.12(l) of the Providence Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event) (i)\nentitle any employee, officer, director or independent contractor of Providence or any of its Subsidiaries to any payment or benefit, including severance pay, unemployment compensation, accrued pension benefit, or a change-in-control bonus or retention payment, (ii) result in, accelerate, cause the vesting, exercisability, funding, payment or delivery of, or increase the amount or value of, any payment, right or\nother benefit to any employee, officer, director or independent contractor of Providence or any of its Subsidiaries, (iii) accelerate the timing of or trigger any funding obligation under a rabbi trust or similar funding vehicle under any\nProvidence Benefit Plan, or (iv) result in any limitation on the right of Providence or any of its Subsidiaries or Providence ERISA Affiliates to amend, merge, terminate or receive a reversion of assets from any Providence Benefit Plan or\nrelated trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by Providence or any of its Subsidiaries in connection with the transactions contemplated hereby\n(either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

(m) No Providence Benefit Plan provides for, and Providence does not have any obligation to provide, the\ngross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise.

(n)\nThere are, and since January 1, 2023 have been, no pending or, to the knowledge of Providence, threatened labor grievances or unfair labor practice claims or charges against Providence or any of its Subsidiaries, or any strikes or other labor\ndisputes against Providence or any of its Subsidiaries. Neither Providence nor any of its Subsidiaries are or have ever been party to or bound by any collective bargaining or similar agreement with any labor union, works council or similar labor\norganization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Providence or any of its Subsidiaries, and, to the knowledge of Providence, there are, and since January 1, 2023\nhave been, no organizing efforts by any union or other group seeking to represent any employees of Providence or any of its Subsidiaries.

A-18

(o) Providence and its Subsidiaries are in compliance in all material respects with, and\nsince January 1, 2023 have complied in all material respects with, all laws regarding employment and employment practices, terms and conditions of employment, wages and hours, plant closing notification, worker classification (including the\nproper classification of workers as independent contractors and consultants and employees as exempt or non-exempt), equitable pay practices, privacy right, labor disputes, employment discrimination, sexual\nharassment or discrimination, workers’ compensation or long-term disability policies, retaliation, immigration, family and medical leave, occupational safety and health and other laws in respect of any reduction in force (including notice,\ninformation and consultation requirements). There are no claims or actions pending or, to Providence’s knowledge, threatened between Providence or any of its Subsidiaries and any employee of Providence or any of its Subsidiaries.

(p) During the past three (3) years, (i) Providence and its Subsidiaries have reasonably investigated and responded to all formal\nallegations related to sexual harassment or misconduct, or other discrimination, or retaliation policy violations, and (ii) neither Providence nor any of its Subsidiaries has entered into any settlement agreement related to allegations of\nsexual harassment or other discrimination by any current or former member of the board of directors of Providence or any current or former executive officer of Providence.

3.13 Compliance with Applicable Law.

(a) Providence and each of its Subsidiaries hold, and have at all times since January 1, 2023 held, all licenses, registrations,\nfranchises, certificates, variances, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and\nassessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would,\neither individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole. Neither Providence nor any of its Subsidiaries has knowledge of, or has received written notice\nof, any material violations since January 1, 2023 of any licenses, registrations, franchises, certificates, variances, permits and authorizations necessary for the lawful conduct of their respective businesses and properties or any applicable\nlaw, and to the knowledge of Providence no suspension or cancellation of any such necessary license, registration, franchise, certificate, variance, permit or authorization that is material to Providence and its Subsidiaries taken as a whole, is\npending or threatened.

(b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse\nEffect on Providence and its Subsidiaries, taken as a whole, Providence and each of its Subsidiaries have complied with and are not in default or violation under any law, statute, order, rule, regulation, policy or guideline of any Governmental\nEntity applicable to Providence or any of its Subsidiaries, including (to the extent applicable to Providence or its Subsidiaries) all laws related to data protection or privacy (including laws relating to the privacy and security of data or\ninformation that constitutes personal data or personal information under applicable law (“Personal Data”)), the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the\nCommunity Reinvestment Act, the Fair Credit Reporting Act and Regulation V, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act and Regulation C, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act and\nRegulation E, the Dodd-Frank Wall Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE\nMortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, Title V of the Gramm-Leach-Bliley Act, any and all sanctions or regulations enforced by the Office of Foreign Assets Control of the United States Department\nof Treasury and any other law or regulation relating to bank secrecy, discriminatory lending, financing or leasing practices, consumer protection, money laundering prevention, foreign assets control, U.S. sanctions laws and regulations, Sections 23A\nand 23B of the Federal Reserve Act and Regulation W, the Sarbanes-Oxley Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans.

A-19

(c) Providence Bank has a Community Reinvestment Act rating of “satisfactory” or\nbetter. Providence and each of its affiliates and subsidiaries have complied in all material respects with and are not in material default or violation under 12 U.S.C. § 1851 and the regulations promulgated by the Federal Reserve Board and the\nFDIC (together, “Federal Banking Agencies”) in connection therewith (the “Volcker Rule”). Section 3.13 of the Providence Disclosure Schedule sets forth (i) all Providence affiliates and subsidiaries\n(including Providence) engaged in proprietary trading (as defined in the Volcker Rule) that would be prohibited upon application of the Volcker Rule and (ii) all covered funds (as defined in the Volcker Rule) that Providence or any of its\naffiliates or subsidiaries sponsors or invests in that would be prohibited upon application of the Volcker Rule. For the purpose of the preceding two sentences, “affiliate” and “subsidiary” shall have their respective\nmeanings under 12 U.S.C. § 1813.

(d) Providence maintains a written information privacy and security program that includes\ncommercially reasonable measures designed to protect the privacy, confidentiality and security of all Personal Data against any (i) loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data, or\n(iii) other act or omission that compromises the security or confidentiality of Personal Data.

(e) Without limitation, none of\nProvidence or any of its Subsidiaries, or to the knowledge of Providence, any director, officer, employee, agent or other person acting on behalf of Providence or any of its Subsidiaries has, directly or indirectly, (i) used any funds of\nProvidence or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees\nor to foreign or domestic political parties or campaigns from funds of Providence or any of its Subsidiaries, (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any\nsimilar law, (iv) established or maintained any unlawful fund of monies or other assets of Providence or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of Providence or any of its Subsidiaries, or\n(vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain\nfavorable treatment in securing business, to obtain special concessions for Providence or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Providence or any of its\nSubsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department, except in each case as would not reasonably be expected to have, either individually\nor in the aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole.

(f) As of the date hereof,\nProvidence, Providence Bank and each other insured depository institution Subsidiary of Providence is “well-capitalized” (as such term is defined in the relevant regulation of the institution’s primary bank regulator) and, as of\nthe date hereof, neither Providence nor any of its Subsidiaries has received any written indication from a Governmental Entity that its status as “well-capitalized” or that Providence Bank’s Community Reinvestment Act rating will\nchange within one (1) year from the date of this Agreement.

(g) Except as would not reasonably be likely to result, either\nindividually or in the aggregate, in a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole, (i) Providence and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including\naccounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable laws and regulations, (ii) none of\nProvidence, any of its Subsidiaries, or any of its or its Subsidiaries’ directors, officers or employees thereof, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account, and the accountings for each such\nfiduciary account are true and correct and accurately reflect the assets and results of such fiduciary account and (iii) neither Providence nor any of its Subsidiaries has received any written customer demands, complaints or other\ncommunications that are unresolved and which assert facts or circumstances that would, if true, constitute a breach of trust with respect to any fiduciary or agency account.

A-20

3.14 Certain Contracts.

(a) Except as set forth in Section 3.14(a) of the Providence Disclosure Schedule, as of the date hereof, neither Providence nor any of\nits Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Providence Benefit Plan):

(i) which contains a provision that materially restricts the conduct of any line of business by Providence or any of its\nSubsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in any geographic region;

(ii) which contains a provision prohibiting Providence or its Subsidiaries or upon consummation of the Merger will prohibit the\nSurviving Corporation or any of its affiliates from soliciting customers, clients or employees;

(iii) which is a\ncollective bargaining agreement or similar agreement with any labor organization;

(iv) any of the benefits of or\nobligations under which will arise or be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Providence Shareholder Approval or the\nconsummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the\ntransactions contemplated by this Agreement;

(v) (A) that relates to the incurrence of indebtedness by Providence or any\nof its Subsidiaries, including any debt for borrowed money, obligations evidenced by notes, debentures or similar instruments, sale and leaseback transactions, capitalized or finance leases and other similar financing arrangements, or any currency\nexchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the\nFederal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or\nendorsement by Providence or any of its Subsidiaries of, or any similar commitment by Providence or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, other than those entered into in the\nordinary course of business, in the case of each of clauses (A) and (B) above, in the principal amount of $50,000 or more;

(vi) that is any alliance, cooperation, joint venture, shareholders’, partnership or similar agreement involving a\nsharing of profits or losses relating to Providence or any of its Subsidiaries;

(vii) any broker, distributor, dealer,\nagency, sales promotion, customer or client referral, underwriter, administrative services, market research, market consulting or advertising agreement;

(viii) that grants or contains any (A) exclusive dealing obligation, (B) “clawback” or similar\nundertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by Providence or any of its Subsidiaries or (D) right of first refusal, right of first offer or similar right\nwith respect to any material assets, rights or properties of Providence or its Subsidiaries, taken as a whole;

(ix) which\ncreates or is expected to create future payment obligations in excess of $50,000 per annum (other than any such contracts which are terminable by Providence or any of its Subsidiaries on sixty (60) days or less notice without any required\npayment or other conditions, other than the condition of notice), other than extensions of credit, other customary banking products offered by Providence or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business\nconsistent with past practice;

(x) that is a settlement, consent or similar agreement and contains any material continuing\nobligations of Providence or any of its Subsidiaries;

A-21

(xi) that relates to the acquisition or disposition of any person, business\nor asset and under which Providence or its Subsidiaries have or may have a material obligation or liability (including with respect to any “earn-out,” contingent purchase price or similar\ncontingent payment obligation, or any material indemnification liability after the date hereof);

(xii) that is any lease\nor other similar contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments for the lease year that includes December 31, 2025, as applicable, were in excess of $50,000;

(xiii) that is any contract or agreement that (A) grants Providence or one of its Subsidiaries any right to use any\nIntellectual Property (other than “shrink-wrap,” “click-wrap” or “web-wrap” licenses in respect of commercially available software) and that provides for payments in excess\nof $25,000, (B) permits any third person (including pursuant to any license agreement, coexistence agreements and covenants not to use) to use, enforce or register any Intellectual Property that is owned by Providence or any of its Subsidiaries and\nthat is material to their business, taken as a whole or (C) restricts the right of Providence or one of its Subsidiaries to use or register any Intellectual Property that is owned or purported to be owned by Providence or any of its\nSubsidiaries; or

(xiv) that relates to the pledge of or Lien on any assets of Providence or its Subsidiaries.

Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a), whether or not set forth on\nthe Providence Disclosure Schedule, is referred to herein as a “Providence Contract,” and neither Providence nor any of its Subsidiaries has knowledge of, or has received written, or to the knowledge of Providence, oral notice of,\nany violation of any Providence Contract by any of the other parties thereto which would reasonably have, either individually or in the aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole. Providence has made\navailable to Valley true, correct and complete copies of each Providence Contract in effect as of the date hereof.

(b) In each case,\nexcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole: (i) each Providence Contract is valid and binding on Providence or one\nof its Subsidiaries, as applicable, and in full force and effect, (ii) Providence and each of its Subsidiaries has performed all obligations required to be performed by it prior to the date hereof under each Providence Contract, (iii) to\nthe knowledge of Providence each third-party counterparty to each Providence Contract has performed all obligations required to be performed by it to date under such Providence Contract, and (iv) no event or condition exists which constitutes\nor, after notice or lapse of time or both, will constitute, a default on the part of Providence or any of its Subsidiaries or, to the knowledge of Providence, any counterparty thereto, under any such Providence Contract.

3.15 Agreements with Regulatory Agencies. Subject to Section 9.7, neither\nProvidence nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent\nagreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1,\n2023, a recipient of any supervisory letter from, or since January 1, 2023, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in\nany material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material respect relates to its capital adequacy, its ability to pay dividends, its credit or risk management\npolicies, its management or its business (each, whether or not set forth in the Providence Disclosure Schedule, a “Providence Regulatory Agreement”), nor has Providence or any of its Subsidiaries been advised in writing or, to the\nknowledge of Providence, orally, since January 1, 2023, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Providence Regulatory Agreement.

3.16 Derivative Instruments. (a) All Derivative Transactions, whether entered into for the account of\nProvidence or one of its Subsidiaries or for the account of a customer of Providence or one of its Subsidiaries,

A-22

\nwere entered into in the ordinary course of business of Providence and its Subsidiaries and in compliance in all material respects with applicable laws and other policies, practices and\nprocedures employed by Providence and its Subsidiaries, as applicable, and are legal, valid and binding obligations of Providence or one of their respective Subsidiaries, as applicable, enforceable against it in accordance with their terms (except\nas such enforcement may be limited by Enforceability Exceptions), and are in full force and effect; (b) Providence and its Subsidiaries have duly performed in all material respects all of their obligations thereunder to the extent\nrequired, and, to the knowledge of Providence, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder; and (c) the financial position of Providence and its Subsidiaries on a\nconsolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of Providence and such Subsidiaries in accordance with GAAP in all material respects. As used herein, “Derivative\nTransactions” shall mean any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds,\nequity securities, loans, interest rates, prices, values, or other financial or non-financial assets, credit-related events or conditions or any indexes, or any other similar transaction or combination of any of these transactions, including any\ncollateralized debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

3.17 Environmental Matters. Except as would not reasonably be expected to have, either individually or in\nthe aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole, Providence and its Subsidiaries are in compliance, and, since January 1, 2023, have complied, with all applicable federal, state and local laws,\nregulations, orders, decrees, permits, authorizations, common laws and other legal requirements relating to: (a) the protection or restoration of the environment, health and safety as it relates to hazardous substance exposure or natural\nresource damages, (b) the handling, use, presence, disposal, release or threatened release of, or exposure to, any hazardous substance, or (c) noise, odor, wetlands, indoor air, pollution, contamination or any injury to persons or property\nfrom exposure to any hazardous substance (collectively, “Environmental Laws”). There are no legal, administrative, arbitral or other proceedings, claims or actions, or, to the knowledge of Providence, any private environmental\ninvestigations or remediation activities or governmental investigations of any nature seeking to impose, or that could reasonably be expected to result in the imposition, on Providence or any of its Subsidiaries of any liability or obligation\narising under any Environmental Law, pending or, to the knowledge of Providence, threatened against Providence, which liability or obligation would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on\nProvidence and its Subsidiaries, taken as a whole. To the knowledge of Providence, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would reasonably\nbe expected to have, either individually or in the aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole. Providence is not subject to any agreement, order, judgment, decree, letter agreement or memorandum of\nagreement by or with any court, Governmental Entity, regulatory agency or third party imposing any liability or obligation with respect to any Environmental Law that would reasonably be expected to have, either individually or in the aggregate, a\nMaterial Adverse Effect on Providence and its Subsidiaries, taken as a whole. There has been no written third-party environmental site assessment conducted since January 1, 2023 assessing the presence of hazardous materials located on any\nproperty owned or leased by Providence or any of its Subsidiaries that is within the possession or control of Providence and its affiliates as of the date of this Agreement that has not been delivered to Valley prior to the date of this Agreement.\n

3.18 Investment Securities.

(a) Except as would not reasonably be expected to be, either individually or in the aggregate, material to Providence and its Subsidiaries,\ntaken as a whole, each of Providence and its Subsidiaries has good title to all securities and commodities owned by it (except those sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except as\nset forth in the Providence Financial Statements or to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of Providence or its Subsidiaries. Such securities and commodities are valued on\nthe books of Providence in accordance with GAAP in all material respects.

A-23

(b) Providence and its Subsidiaries employ, to the extent applicable, investment,\nsecurities, risk management and other policies, practices and procedures that Providence believes are prudent and reasonable in the context of their respective businesses, and Providence and its Subsidiaries have, since January 1, 2023, been in\ncompliance with such policies, practices and procedures in all material respects.

3.19 Real Property.\n

(a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Providence,\nProvidence or a Providence Subsidiary (i) has good and indefeasible title to all of the real property reflected in the latest audited balance sheet included in the Providence Audited Financial Statements as being owned by Providence or a\nSubsidiary of Providence or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Providence Owned Properties”), free and clear of all\nmaterial Liens, except (A) statutory Liens securing payments not yet due or that are being contested in good faith for which adequate accruals or reserves have been established on the books and records of Providence or Valley as applicable,\n(B) Liens for Taxes not yet due and payable or that are being contested in good faith for which adequate accruals or reserves have been established on the books and records of Providence or Valley as applicable, (C) easements, rights of\nway, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (D) such imperfections or\nirregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (E) Liens that will be released\nprior to or as of the Closing, (F) Liens that are expressly disclosed on the Providence Audited Financial Statements or the Valley Audited Financial Statements as applicable, (G) pledges or liens required to be granted in connection with\nthe acceptance of government deposits, granted in connection with the repurchase or reverse repurchase agreements, securing any discount with, borrowing from, or obligations to any Federal Reserve Bank or FHLB, interbank credit facilities or any\ntransaction by a Providence Subsidiary or Valley Subsidiary as applicable acting in a fiduciary capacity, and (H) Liens on property required by Regulation W of the Federal Reserve Board (collectively, “Permitted\nEncumbrances”), and (ii) is the lessee of all leasehold estates reflected in the latest audited Providence Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the\ndate thereof) (the “Providence Leased Properties” and, collectively with the Providence Owned Properties, the “Providence Real Property”), free and clear of all Liens of any nature created by Providence or any\nof its Subsidiaries or, to the knowledge of Providence, any other person, except for Permitted Encumbrances, and is in sole possession of the properties purported to be leased thereunder, subject and pursuant to the terms of the leases, subleases,\nlicenses or other contracts (including all amendments, modifications and supplements thereto) (the “Providence Real Property Leases”), and each such Providence Real Property Lease is valid without material default thereunder by\nthe lessee or, to the knowledge of Providence, the lessor. There are no pending or, to the knowledge of Providence, threatened condemnation proceedings against any Providence Real Property.

(b) No person other than Providence and its Subsidiaries has (i) any right in any of the Providence Owned Properties or any right to use\nor occupy any portion of the Providence Owned Properties or (ii) any right to use or occupy any portion of the Providence Leased Properties.

(c) Each of the Providence Real Property Leases is valid and binding on Providence or its applicable Subsidiary and is in full force and\neffect, and there exists no material default or event of default or event, occurrence, condition or act, with respect to Providence or its Subsidiaries or, to the knowledge of Providence, with respect to the other parties thereto, which, with the\ngiving of notice or the lapse of time, or both, would become a material default or event of default thereunder.

(d) To the knowledge of\nProvidence, there are no deferred maintenance, repairs or unrepaired defects that are the responsibility of Providence or any of its Subsidiaries and, in the aggregate, exceed $100,000 at all of the Providence Real Property.

A-24

3.20 Intellectual Property. Providence and each of its\nSubsidiaries owns, or is licensed to use (in each case, free and clear of any Liens other than any Permitted Encumbrances), all material Intellectual Property necessary for the conduct of its business as currently conducted; it being understood that\nthe foregoing shall not be construed to expand or diminish the scope of the non-infringement representations and warranties that follow in this Section 3.20. Except as would not\nreasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Providence, (a) to the knowledge of Providence, the use of any Intellectual Property by Providence and its Subsidiaries does not infringe,\nmisappropriate or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which Providence or any Providence Subsidiary acquired the right to use any Intellectual Property; (b) no person has\nasserted to Providence in writing that Providence or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person; (c) to the knowledge of Providence, no person is challenging,\ninfringing on or otherwise violating any right of Providence or any of its Subsidiaries with respect to any Intellectual Property owned by or licensed to Providence or its Subsidiaries; (d) neither Providence nor any Providence Subsidiary has\nreceived any written notice of any pending claim with respect to any Intellectual Property owned by Providence or any Providence Subsidiary; and (e) to the knowledge of Providence, since January 1, 2023, no third party has gained\nunauthorized access to any information technology networks or assets controlled by and material to the operation of the business of Providence and its Subsidiaries and to the knowledge of Providence. there has been no cybersecurity attack, breach or\nother incident involving the unauthorized access, use, or disclosure of any personal data or personally identifiable information owned or controlled by the Company or any of its Subsidiaries. Providence and its Subsidiaries have taken commercially\nreasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by Providence and its Subsidiaries. For purposes of this Agreement, “Intellectual\nProperty” means trademarks, service marks, trade names, brand names, Internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in\nany jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any\njurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto and any re-examinations, renewals, extensions or\nreissues thereof, in any jurisdiction; trade secrets and know-how (including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the\nuse or disclosure thereof by any person); writings and other works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and registrations or applications for registration of copyrights in any\njurisdiction, and any renewals or extensions thereof; and any similar intellectual property or proprietary rights.

3.21 Related Party Transactions. Other than agreements or arrangements that are part of normal and customary terms of an individual’s employment or service as a director, officer or employee, or Loans that are subject to and that\nwere made and continue to be in compliance with Regulation O of the Federal Reserve Board (12 C.F.R. Part 215) (“Regulation O”), there are (a) no transactions or series of related transactions, agreements,\narrangements or understandings, nor are there any currently proposed transactions or series of related transactions, between Providence or any of its Subsidiaries, on the one hand, and any current or former director, officer or shareholder (or any\nmember of such shareholder’s family or any trusts or other entities established for the benefit of such shareholder or members of such shareholder’s family) of Providence or any of its Subsidiaries (other than Providence or its\nSubsidiaries) (collectively, “Related Parties”), on the other hand, and (b) no agreements or arrangements pursuant to which any Related Party or any affiliate of any Related Party or other entity in which one or more Related\nParties directly or indirectly owns more than five percent (5%) or more of any class of equity securities (in each case other than (x) Providence and its direct or indirect wholly-owned Subsidiaries and (y) persons who would be\ncovered by clause (b) above but for this clause (y) only as a result of an equity ownership interest in Providence of less than five percent (5%)) is a party and Providence or any Providence Subsidiary receives or provides\nservices or goods or otherwise has any other liabilities, obligations or restrictions.

3.22 Takeover\nRestrictions. The board of directors of Providence has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and the transactions

A-25

\ncontemplated hereby any applicable provisions of the takeover laws of any state, including any “moratorium,” “control share,” “fair price,”\n“takeover” or “interested shareholder” law or any similar provisions of the Providence Articles or Providence Bylaws (any such laws, collectively with any similar provisions of the Providence Articles or Providence Bylaws,\n“Takeover Restrictions”).

3.23 Reorganization. Providence has not taken any action\nand, to the knowledge of Providence, there is no fact or circumstance that could reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

3.24 Opinion. Prior to the execution of this Agreement, the board of directors of Providence has received\nan opinion (which, if initially rendered orally, has been or will be confirmed by a written opinion, dated the same date) from Keefe, Bruyette & Woods, A Stifel Company, to the effect that, as of the date thereof, and based upon and\nsubject to the factors, assumptions and limitations set forth therein, the Merger Consideration to be received in the Merger by the holders of Providence Common Stock pursuant to this Agreement is fair, from a financial point of view, to the holders\nof Providence Common Stock. Such opinion has not been amended or rescinded as of the date of this Agreement.

3.25 Providence Information. The information relating to Providence and its Subsidiaries that is provided\nin writing by Providence or its representatives specifically for inclusion in (a) the Proxy Statement, (b) the S-4 or (c) any other document filed with any other Regulatory Agency or Governmental Entity in connection herewith will not\ncontain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. Notwithstanding the foregoing, no representation or\nwarranty is made by Providence with respect to statements made or incorporated by reference therein based on information provided or supplied by or on behalf of Valley or its Subsidiaries for inclusion in the Proxy Statement or the S-4.

3.26 Loan Portfolio.

(a) All loans and other extensions of credit (including overdrafts and commitments to extend credit) (each a “Loan”) as of\nthe date hereof by Providence or its Subsidiaries to any directors, executive officers and principal shareholders (as the terms directors, executive officers and principal shareholders are defined in Regulation O) of Providence or any of its\nSubsidiaries, are and were originated in compliance in all material respects with all applicable laws.

(b) Except as would not reasonably\nbe expected to be, individually or in the aggregate, material to Providence and its Subsidiaries, taken as a whole, each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered\nand, where applicable, serviced, and the relevant Loan files are being maintained, in accordance with the relevant notes or other credit or security documents, Providence’s written underwriting standards (and, in the case of Loans held for\nresale to investors, the underwriting standards, if any, of the applicable investors), with all applicable regulatory guidelines and with all applicable law.

(c) None of the agreements pursuant to which Providence or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans\nor pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan (other than first payment defaults).

(d) Section 3.26(d) of the Providence Disclosure Schedule identifies (A) each Loan that as of the date set forth in each clause below\n(each applicable date, the “List Date”) (i) as of June 30, 2026, was contractually past due thirty (30) days or more in the payment of principal and/or interest, (ii) as of June 30, 2026, was on non-accrual status, (iii) as of June 30, 2026, was classified by Providence or its Subsidiaries on its system of record or by any Regulatory Agency as “substandard,” “doubtful,”\n“loss,” “classified,” “criticized,” “credit risk

A-26

\nassets,” “concerned loans,” “watch list” or “special mention” (or words of similar import), (iv) as of June 30, 2026, the interest rate terms had\nbeen reduced and/or the maturity dates had been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (v) as of\nJune 30, 2026, a specific reserve allocation existed in connection therewith, (vi) as of June 30, 2026, was required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, (vii) as of June 30, 2026,\nwas a high-volatility commercial real estate loan or (viii) as of June 30, 2026, to the knowledge of Providence, have been originated or serviced in a manner that would result in the diminution or loss of any associated Small Business\nAdministration (“SBA”), United States Department of Agriculture (“USDA”) or similar guarantee and (B) each asset of Providence or any of its Subsidiaries that as of June 30, 2026 was classified as OREO\nor as an asset to satisfy Loans, including repossessed equipment, and the book value thereof as of such date. For each Loan identified in response to clause (A) above, Section 3.26(d) of the Providence Disclosure Schedule sets forth the\noutstanding balance, including accrued and unpaid interest, on each such Loan and the identity (by account number or similar identifier) of the borrower thereunder as of the List Date.

(e) Except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on Providence and its\nSubsidiaries, taken as a whole, each outstanding Loan (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens\nwhich have been perfected (including, if applicable, by the timely filing of UCC financing statements (and, if applicable, extensions thereof) or timely recording of deeds of trust), except as may be limited by Enforceability Exceptions, and the\ncollateral for such Loan (x) to the extent such collateral is required to be insured, is so insured and (y) has not been foreclosed upon, sold or transferred and (iii) to the knowledge of Providence, is a legal, valid and binding\nobligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.

(f) Each Loan\nwhich is indicated in the related loan documents to have or participate in an SBA, USDA or other governmental or quasi-governmental guarantee or insurance program qualifies for such guarantee or program. As to each Loan which is indicated in the\nrelated loan documents to be so guaranteed or insured, Providence has complied with applicable provisions of the guarantee or insurance contract and applicable Law in all material respects, the guarantee or insurance is in full force and effect with\nrespect to each such Loan, and there does not exist any event or condition which, but for the passage of time or the giving of notice or both, would result in a revocation of any such guarantee or insurance or constitute adequate grounds for the\napplicable insurer or guarantor to refuse to provide guarantee or insurance payments thereunder. Except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken\nas a whole, neither Providence nor any of its Subsidiaries has done or failed to do, or caused to be done or omitted to be done, any act, the effect of which would operate to invalidate or impair any such guarantee or commitment of the applicable\nguarantor or insurer related to the Loans.

3.27 Deposits. No deposit of Providence Bank is a\n“brokered” deposit (as such term is defined in 12 C.F.R. § 337.6(a)(2)) or is subject to any encumbrance, legal restraint or other legal process (other than garnishments, pledges, set-off\nrights, escrow limitations and similar actions taken in the ordinary course of business).

3.28\nInsurance. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Providence, (a) Providence and its Subsidiaries are insured with reputable insurers against such risks\nand in such amounts as the management of Providence reasonably has determined to be prudent and consistent with industry practice, and neither Providence nor any of its Subsidiaries has received written notice to the effect that any of them are in\ndefault under any material insurance policy, (b) each such policy is outstanding and in full force and effect and, except for policies insuring against potential liabilities of officers, directors and employees of Providence and its\nSubsidiaries, Providence or the relevant Subsidiary thereof is the sole beneficiary of such policies, and (c) all premiums and other payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely\nfashion.

A-27

3.29 Investment Adviser Representations.

(a) Section 3.29 of the Providence Disclosure Schedule lists each Subsidiary of Providence that provides investment management, investment\nadvisory or sub-advisory services (“Investment Advisory Services”) to any person (including management and advice provided to separate accounts and participation in wrap fee programs), and\nthat is required to register with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) (each, an “Advisory Entity”). Each Advisory Entity is\nregistered as an investment adviser under the Investment Advisers Act and has operated since January 1, 2023 and is currently operating in compliance with all laws applicable to it or its business and has all registrations, permits, licenses,\nexemptions, orders and approvals required for the operation of its business or ownership of its properties and assets substantially as presently conducted, except, in each case, as would not reasonably be expected to have, either individually or in\nthe aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole. There is no action, suit, proceeding or investigation pending or, to Providence’s knowledge, threatened that would reasonably be expected to lead to\nthe revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, permits, licenses, exemptions, orders and approvals in any material respect.

(b) Each Advisory Entity has been since January 1, 2023 and is in compliance with each contract for services provided in its capacity as\nan Advisory Entity to which it is a party (each such contract, an “Advisory Agreement”), except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Providence and its\nSubsidiaries. Each Advisory Agreement includes all provisions required by and complies in all material respects with the Investment Advisers Act, and no Advisory Entity provides Investment Advisory Services to any person other than advisory clients\nof the Advisory Entity and such services are in each case provided pursuant to a written Advisory Agreement. No advisory client is, to the knowledge of Providence is registered or required to be registered as an investment company under the\nInvestment Company Act of 1940, as amended (the “Investment Company Act”). No Advisory Entity sponsors any public or private investment funds.

(c) The accounts of each advisory client of Providence or its Subsidiaries, for purposes of the Investment Advisers Act, that are subject to\nERISA have been managed by the applicable Advisory Entity in all material respects in compliance with the applicable requirements of ERISA.

(d) Each Advisory Entity has designated and approved an appropriate chief compliance officer in accordance with Rule 206(4)-7 under the Investment Advisers Act. Each Advisory Entity has established in compliance with requirements of applicable law, and maintained in effect at all times required by applicable law since\nJanuary 1, 2023, (i) written policies and procedures reasonably designed to prevent violation, by the Advisory Entity and its supervised persons, of the Investment Advisers Act and the rules thereunder, (ii) written anti-money laundering\npolicies and procedures that incorporate, among other things, a written customer identification program, (iii) a code of ethics and a written policy regarding insider trading and the protection of material\nnon-public information, (iv) written cyber security and identity theft policies and procedures, (v) written supervisory procedures and a supervisory control system, (vi) written policies and\nprocedures designed to protect non-public personal information about customers, clients and other third parties, (vii) written recordkeeping policies and procedures and (viii) other policies required\nto be maintained by such Advisory Entity under applicable law, including Rules 204A-1 and 206(4)-7 under the Investment Advisers Act, except, in each case under clauses\n(i)-(viii), as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole.

(e) With respect to each Advisory Entity, except as would not reasonably be expected to have, individually or in the aggregate, a Material\nAdverse Effect on such Advisory Entity, (i) none of such Advisory Entity, its control persons, its directors, officers or employees (other than employees whose functions are solely clerical or ministerial), nor, to the knowledge of Providence,\nany of such Advisory Entity’s other “associated persons” (as defined in the Investment Advisers Act) is (A) subject to ineligibility pursuant to Section 203 of the

A-28

\nInvestment Advisers Act to serve as a registered investment adviser or as an “associated person” of a registered investment adviser, (B) subject to ineligibility pursuant to\nSection 9(a) of the Investment Company Act to serve as investment adviser of an investment company registered under the Investment Company Act, (C) subject to disqualification pursuant to Rule\n206(4)-1 under the Investment Advisers Act or (D) subject to disqualification under Rule 506(d) of Regulation D under the Securities Act, unless in the case of clause (A), (B), (C) or (D), such Advisory\nEntity or “associated person” has received effective exemptive relief from the SEC with respect to such ineligibility or disqualification, nor (ii) is there any proceeding pending or, to the knowledge of Providence, threatened in\nwriting by any Governmental Entity that would reasonably be expected to result in the ineligibility or disqualification of such Advisory Entity, or any of its “associated persons” to serve in such capacities or that would provide a basis\nfor such ineligibility or disqualification which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole.

(f) Providence has made available to Valley true and complete copies of all deficiency letters and inspection reports or similar documents\nfurnished to any Advisory Entity by the SEC since January 1, 2023 and the Advisory Entity’s responses thereto, if any. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect\non Providence and its Subsidiaries, taken as a whole, there are no unresolved issues with the SEC with respect to any Advisory Entity.

(g) As of the date hereof, each Advisory Entity is not currently subject to, and has not received written notice of, an examination,\ninspection, investigation or inquiry by a Governmental Entity.

(h) No Advisory Entity is prohibited from charging fees to any person\npursuant to Rule 206(4)-5 under the Investment Advisers Act or any similar “pay-to-play” rule or requirement, except\nas would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Providence and its Subsidiaries, taken as a whole.

(i) Providence has made available to Valley true and complete copies of each Uniform Application for Investment Adviser Registration on Form\nADV filed since January 1, 2023 by each Advisory Entity, including any predecessor or constituent entities of an Advisory Entity, that is required to be registered as an investment adviser under the Investment Advisers Act, reflecting all\namendments thereto to the date hereof (each a “Form ADV”). The Forms ADV are in compliance in all material respects with the applicable requirements of the Investment Advisers Act. Since January 1, 2023, each Advisory Entity\nhas made available to each advisory client its Form ADV to the extent required by the Investment Advisers Act.

3.30 No Broker-Dealer Subsidiary. Neither Providence nor any Subsidiary of Providence is a broker-dealer\nrequired to be registered under the Exchange Act with the SEC.

3.31 No Other Representations or\nWarranties.

(a) Except for the representations and warranties made by Providence in this Article III (as qualified by the\napplicable items disclosed in the Providence Disclosure Schedules in accordance with the introduction to Article III), neither Providence nor any other person makes any express or implied representation or warranty with respect to Providence,\nits Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Providence hereby disclaims any such other representations or warranties. In particular, without limiting the\nforegoing disclaimer, neither Providence nor any other person on behalf of Providence makes or has made any representation or warranty to Valley or any of its affiliates or representatives with respect to (i) any financial projection, forecast,\nestimate, budget or prospective information relating to Providence, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by Providence in this Article III (as qualified by the\napplicable items disclosed in the Providence Disclosure Schedules in accordance with the introduction to Article III), any oral or written information presented to Valley or any of its affiliates or representatives in the course of their due\ndiligence

A-29

\ninvestigation of Providence, including in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with\nthe negotiation of this Agreement or in the course of the transactions contemplated hereby.

(b) Providence acknowledges and agrees that\nneither Valley nor any other person on behalf of Valley has made or is making any express or implied representation or warranty other than those contained in Article IV.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF VALLEY

Except (a) as disclosed in the disclosure schedule delivered by Valley to Providence concurrently herewith (the “Valley\nDisclosure Schedule”); provided that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or\nincorrect, (ii) the mere inclusion of an item in the Valley Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Valley that such item represents a material exception or fact, event or\ncircumstance or that such item is reasonably expected to result in a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article IV shall be deemed to qualify (A) any other section of this\nArticle IV specifically referenced or cross-referenced and (B) other sections of this Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the\ndisclosure that such disclosure applies to such other sections or (b) as disclosed in any Valley Reports publicly filed with or furnished to the SEC by Valley prior to the date hereof (but disregarding risk factor disclosures contained under\nthe heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary,\npredictive or forward-looking in nature), Valley hereby represents and warrants to Providence as follows:

4.1\nCorporate Organization.

(a) Valley is a corporation duly organized, validly existing and in good standing under the laws of the\nState of New Jersey and is a bank holding company duly registered with the Federal Reserve Board under the BHC Act that has elected to be treated as a financial holding company under the BHC Act. Valley has the corporate power and authority\nnecessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted in all material respects. Valley is duly licensed or qualified to do business and in good standing in each jurisdiction in which the\nnature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing, qualification or standing necessary, except where the failure to be so licensed or qualified or to be in\ngood standing would not reasonably be expected to have a Material Adverse Effect on Valley. True and complete copies of the restated certificate of incorporation of Valley, as amended (“Valley Charter”), and bylaws of Valley\n(“Valley Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Valley to Providence.

(b) Except, in the case of clauses (ii) and (iii) below only, as would not reasonably be expected to have, individually or in the\naggregate, a Material Adverse Effect on Valley, each Subsidiary of Valley (a “Valley Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do\nbusiness and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so\nlicensed or qualified and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of Valley to pay\ndividends or distributions, except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities.

A-30

\nThe deposit accounts of each Subsidiary of Valley that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all\npremiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to the knowledge of Valley, threatened.

4.2 Capitalization.

(a) As of the date hereof, the authorized capital stock of Valley consists of (i) 650,000,000 shares of Valley Common Stock and (ii)\n50,000,000 shares of preferred stock, no par value per share, of Valley (“Valley Preferred Stock”), including 4,600,000 shares of Non-Cumulative Perpetual Series A Preferred Stock\n(“Valley Series A Preferred Stock”), 4,600,000 shares of Non-Cumulative Perpetual Series B Preferred Stock (“Valley Series B Preferred Stock”) and 6,900,000 shares of Non-Cumulative Perpetual Series C Preferred Stock (“Valley Series C Preferred Stock”). As of August 20, 2026, no shares of capital stock or other voting securities of Valley are issued,\nreserved for issuance or outstanding, other than (i) 552,755,226 shares of Valley Common Stock issued and outstanding, (ii) 4,600,000 shares of Valley Series A Preferred Stock issued and outstanding, (iii) 4,000,000 shares of Valley Series B\nPreferred Stock issued and outstanding, (iv) 6,000,000 shares of Valley Series C Preferred Stock issued and outstanding, (v) zero (0) shares of unvested restricted Valley Common Stock entitled to vote, (vi) 8,112,603 shares of Valley\nCommon Stock reserved for issuance upon vesting of time-based and performance-based restricted stock unit awards, (vii) 6,100 shares of Valley Common Stock reserved for issuance upon the exercise of outstanding stock options, (viii) 4,857,108 shares\nof Valley Common Stock reserved for issuance for future grants under Valley’s equity compensation plans, and (ix) 8,273,524 shares of Valley Common Stock held in treasury. As of the date of this Agreement, except as set forth in the\nimmediately preceding sentence and for changes since August 20, 2026, resulting from the exercise, vesting or settlement of any Valley equity awards described in the immediately preceding sentence, there are no shares of capital stock or other\nvoting securities or equity interests of Valley issued, reserved for issuance or outstanding. All of the issued and outstanding shares of Valley Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of\npreemptive rights, with no personal liability attaching to the ownership thereof. No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Valley may vote are issued or outstanding.

(b) There are no voting trusts, shareholder agreements, proxies or other agreements in effect pursuant to which Valley or any of its\nSubsidiaries has a contractual or other obligation with respect to the voting or transfer of the Valley Common Stock or other equity interests of Valley.

(c) Valley owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each\nValley Subsidiary, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the\nownership thereof. No Valley Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other\nequity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

4.3 Authority; No Violation.

(a) Valley has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated\nhereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the board of directors of Valley. The board of directors of Valley has determined that the Merger, on the terms and\nconditions set forth in this Agreement, is advisable and in the best interests of Valley and its shareholders. Except for the adoption and approval of the Bank Merger Agreement by the board of directors of Valley Bank and Valley as its sole\nshareholder, no other corporate proceedings on the part of Valley are necessary to approve this Agreement or to consummate the

A-31

\ntransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Valley and (assuming due authorization, execution and delivery by Providence) constitutes a\nvalid and binding obligation of Valley, enforceable against Valley in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of Valley Common Stock to be issued in the\nMerger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of Valley will have any preemptive right or similar rights in respect thereof.

(b) Neither the execution and delivery of this Agreement by Valley, nor the consummation by Valley of the transactions contemplated hereby,\nnor compliance by Valley with any of the terms or provisions hereof, will (i) violate any provision of the Valley Charter or the Valley Bylaws or comparable governing documents of any Valley Subsidiary or (ii) assuming that the consents,\napprovals and filings referred to in Section 4.4 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Valley, any of\nits Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or\nboth, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of\nValley or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Valley or any of its Subsidiaries is a\nparty, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which,\neither individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Valley.

4.4 Consents and Approvals. Except for (a) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the\nFederal Reserve Board under the BHC Act and approval or waiver of prior approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of\nthe Currency under the Bank Merger Act and approval or waiver of prior approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the Illinois DOB in connection with\nthe Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices listed on Section 3.4 of the Providence Disclosure Schedule or\nSection 4.4 of the Valley Disclosure Schedule and approval of such applications, filings and notices, (f) the filing with the SEC of the S-4 in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of\nthe S-4, (g) the filing of the Certificates of Merger with the Illinois Secretary pursuant to the IBCA and the New Jersey Treasury pursuant to the NJBC, as applicable, and the filing of the Bank Merger Certificates with the applicable\nGovernmental Entities as required by applicable law, and (h) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares\nof Valley Common Stock pursuant to this Agreement and the approval of the listing of such Valley Common Stock on the NASDAQ, no notices to, consents or approvals of or non-objections of, waivers or\nauthorizations by, or applications, filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Valley of this Agreement or (ii) the consummation by Valley of the Merger and the\nother transactions contemplated hereby (including the Bank Merger). As of the date hereof, Valley is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and\nthe Bank Merger on a timely basis.

4.5 Reports.

(a) Valley and each of its Subsidiaries have timely filed or furnished, as applicable, all reports, registrations and statements, together\nwith any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2023 with any Regulatory Agencies, including

A-32

\nany report, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any\nRegulatory Agency, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file or furnish such report, registration or statement or to pay such fees and assessments, either individually or in the\naggregate, would not reasonably be expected to have a Material Adverse Effect on Valley. Subject to Section 9.7, except for normal examinations conducted by a Regulatory Agency in the ordinary course of business of Valley\nand its Subsidiaries, (i) no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of Valley, investigation into the business or operations of Valley or any of its Subsidiaries since January 1, 2023, (ii) there\nis no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Valley or any of its Subsidiaries, and (iii) there has been no formal or\ninformal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Valley or any of its Subsidiaries since January 1, 2023, in each case of clauses (i)\nthrough (iii) above, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Valley.

(b) Since January 1, 2024, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on\nValley, Valley has filed or furnished all forms, documents and reports and amendments thereto required to be filed or furnished with the SEC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act,\nand has paid all fees and assessments due and payable in connection therewith. An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by\nValley or any of its Subsidiaries pursuant to the Securities Act or the Exchange Act, as the case may be, since January 1, 2023 (the “Valley Reports”) is publicly available. No such Valley Report, at the time filed, furnished\nor communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any\nmaterial fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the\ndate of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Valley Reports filed or furnished under the Securities Act and the Exchange Act complied in all material respects with the\npublished rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Valley has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the\nSarbanes-Oxley Act. As of the date of this Agreement, there are no outstanding comments from or material unresolved issues raised by the SEC with respect to any of the Valley Reports.

4.6 Financial Statements.

(a) The financial statements of Valley and its Subsidiaries included (or incorporated by reference) in the Valley Reports (including the\nrelated notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Valley and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash\nflows, changes in shareholders’ equity and consolidated financial position of Valley and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the\npublished rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes\nthereto. The books and records of Valley and its Subsidiaries have been, since January 1, 2023, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since\nJanuary 1, 2023, KPMG LLP has not resigned (or informed Valley that it intends to resign) or been dismissed as independent public accountants of Valley as a result of or in connection with any disagreements with Valley on a matter of accounting\nprinciples or practices, financial statement disclosure or auditing scope or procedure.

A-33

(b) Except as would not reasonably be expected to have a Material Adverse Effect on Valley,\nneither Valley nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for (a) those liabilities that are reflected or reserved against\non the consolidated balance sheet of Valley included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (including any notes thereto) and (b) liabilities incurred in the ordinary course of business consistent\nwith past practice since December 31, 2025, or in connection with this Agreement and the transactions contemplated hereby, whether or not the same would have been required to be reflected on the Valley Financial Statements if it had existed on\nor before December 31, 2025.

4.7 Broker’s Fees. Neither Valley nor any Valley\nSubsidiary nor any of their respective officers or directors has employed any broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the Merger or related\ntransactions contemplated by this Agreement, other than any such fee that will be payable solely by Valley or any Valley Subsidiary.

4.8 Absence of Certain Changes or Events.

(a) Since December 31, 2025, there has not been any effect, change, event,\ncircumstance, condition, occurrence or development that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Valley.

(b) Since December 31, 2025 through the date of this Agreement, except with respect to the transactions contemplated hereby, Valley and\nits Subsidiaries have carried on their respective businesses in all material respects in the ordinary course consistent with past practice (other than discussions and negotiations related to this Agreement or any other potential strategic\ntransactions).

4.9 Legal Proceedings.

(a) Neither Valley nor any of its Subsidiaries is a party to any, and there are no pending or, to the knowledge of Valley, threatened, legal,\nadministrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature (i) that is against Valley or any of its Subsidiaries or any of their current or former directors or executive officers,\nor (ii) that is of a material nature challenging the validity or propriety of this Agreement or the transactions contemplated hereby, in each case that would reasonably be expected to be, individually or in the aggregate, material to Valley and\nits Subsidiaries, taken as a whole.

(b) There is no material injunction, order, judgment, decree, or regulatory restriction imposed upon\nValley, any of its Subsidiaries or the assets of Valley or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Corporation or any of its affiliates).

4.10 Compliance with Applicable Law.

(a) Valley and each of its Subsidiaries hold, and have at all times since January 1, 2023 held, all licenses, registrations, franchises,\ncertificates, variances, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments\ndue and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, either\nindividually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Valley. Neither Valley nor any of its Subsidiaries has knowledge of, or has received written notice of, any material violations since January 1, 2023\nof any licenses, registrations, franchises, certificates, variances, permits and authorizations necessary for the lawful conduct of their respective businesses and properties or any applicable law, and, to the knowledge of Valley, no suspension or\ncancellation of any such necessary license, registration, franchise, certificate, variance, permit or authorization that is material to Valley and its Subsidiaries, taken as a whole, is pending or threatened.

A-34

(b) Except as would not reasonably be likely to be, either individually or in the aggregate,\nmaterial to Valley and its Subsidiaries, taken as a whole, Valley and each of its Subsidiaries have complied with and are not in default or violation under any law, statute, order, rule, regulation, policy or guideline of any Governmental Entity\napplicable to Valley or any of its Subsidiaries, including (to the extent applicable to Valley or its Subsidiaries) all laws related to data protection or privacy (including laws relating to the privacy and security of Personal Data), the USA\nPATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act and Regulation V, the Truth in Lending Act and Regulation Z, the Home Mortgage\nDisclosure Act and Regulation C, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act and Regulation E, the Dodd-Frank Wall Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial\nProtection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, Title V of the Gramm-Leach-Bliley Act, any\nand all sanctions or regulations enforced by the Office of Foreign Assets Control of the United States Department of Treasury and any other law or regulation relating to bank secrecy, discriminatory lending, financing or leasing practices, consumer\nprotection, money laundering prevention, foreign assets control, U.S. sanctions laws and regulations, Sections 23A and 23B of the Federal Reserve Act and Regulation W, the Sarbanes-Oxley Act, and all agency requirements relating to the origination,\nsale and servicing of mortgage and consumer loans.

(d) As of the date hereof, Valley, Valley Bank and each other insured depository institution Subsidiary of Valley is\n“well-capitalized” (as such term is defined in the relevant regulation of the institution’s primary bank regulator) and, as of the date hereof, neither Valley nor any of its Subsidiaries has received any written indication from a\nGovernmental Entity that its status as “well-capitalized” or that Valley Bank’s Community Reinvestment Act rating will change within one (1) year from the date of this Agreement.

4.11 Taxes and Tax Returns.

(a) Each of Valley and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in\nall jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. All material Taxes of Valley and its Subsidiaries (whether or not shown on any Tax Returns)\nthat are due have been fully and timely paid. Each of Valley and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder,\nindependent contractor or other third party. Neither Valley nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect.

(b) No deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against Valley or any of its\nSubsidiaries. There are no pending or threatened (in writing) disputes, claims, audits, examinations or other proceedings regarding any material Taxes of Valley and its Subsidiaries or the assets of Valley and its Subsidiaries. Neither Valley nor\nany of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that Valley or any of its Subsidiaries was required to file any Tax Return in respect of material Taxes that was not filed or was liable for any\nmaterial amount of Taxes that was not paid. There are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Valley or any of its Subsidiaries.

4.12 Reorganization. Valley has not taken any action and, to the knowledge of Valley, there is no fact or\ncircumstance that could reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

4.13 Agreements with Regulatory Agencies. Subject to Section 9.7, neither Valley\nnor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any\n

A-35

\nwritten agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been\nordered to pay any civil money penalty by, or has been since January 1, 2023, a recipient of any supervisory letter from, or since January 1, 2023, has adopted any policies, procedures or board resolutions at the request or suggestion of\nany Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital\nadequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the Valley Disclosure Schedule, a “Valley Regulatory Agreement”), nor has Valley or\nany of its Subsidiaries been advised in writing or, to the knowledge of Valley, orally, since January 1, 2023, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such\nValley Regulatory Agreement.

4.14 Financial Capability. Valley has, and will have prior to the\nEffective Time, sufficient funds to pay the aggregate cash consideration payable pursuant to Section 1.5 and to perform its other obligations under this Agreement.

4.15 No Other Representations or Warranties.

(a) Except for the representations and warranties made by Valley in this Article IV, neither Valley nor any other person makes any\nexpress or implied representation or warranty with respect to Valley, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Valley hereby disclaims any such other\nrepresentations or warranties. In particular, without limiting the foregoing disclaimer, neither Valley nor any other person on behalf of Valley makes or has made any representation or warranty to Providence or any of its affiliates or\nrepresentatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Valley, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and\nwarranties made by Valley in this Article IV, any oral or written information presented to Providence or any of its affiliates or representatives in the course of their due diligence investigation of Valley, the negotiation of this Agreement\nor in the course of the transactions contemplated hereby.

(b) Valley acknowledges and agrees that neither Providence nor any other person\non behalf of Providence has made or is making any express or implied representation or warranty other than those contained in Article III.

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1 Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to\nthe Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Providence Disclosure Schedule), required by law or any Governmental Entity or as consented\nto in writing by Valley (such consent not to be unreasonably withheld, conditioned or delayed), (a) Providence shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects\nconsistent with past practice and (ii) use commercially reasonable best efforts to maintain and preserve intact its business organization, and relationships with employees, customers and Governmental Entities, and advantageous business\nrelationships and (b) take no action that would reasonably be expected to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions\ncontemplated hereby or the ability of Providence to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

5.2 Providence Forbearances. During the period from the date of this Agreement to the Effective Time or\nearlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement

A-36

\n(including as set forth on the Providence Disclosure Schedule), required by applicable law or as consented to in writing by Valley (such consent not to be unreasonably withheld, conditioned or\ndelayed), Providence shall not, and shall not permit any of its Subsidiaries to:

(a) incur any indebtedness for borrowed money (other than\nindebtedness of Providence or any of its wholly owned Subsidiaries to Providence or any of its Subsidiaries), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or\nother entity, in each case other than in the ordinary course of business consistent with past practice (x) not in excess of $100,000 in the aggregate or (y) for the creation of deposit liabilities, issuance of letters of credit, purchases\nof federal funds, borrowings from the Federal Home Loan Bank and the Federal Reserve Bank discount window, sales of certificates of deposits, and entry into repurchase agreements;

(b) (i) adjust, split, combine or reclassify any capital stock;

(ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem,\npurchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of\ncertain events) into or exchangeable for any shares of its capital stock or other equity or voting securities (except (A) the acceptance of shares of Providence Common Stock as payment for the exercise price of Providence Stock Options or for\nwithholding taxes incurred in connection with the exercise of Providence Stock Options, in each case, in accordance with past practice and to the extent required or permitted by the terms of the applicable award agreements or warrant agreements, as\napplicable, as in effect on the date hereof, (B) dividends paid by any of the Subsidiaries of Providence to Providence or any of its wholly owned Subsidiaries, (C) quarterly cash dividends by Providence in an amount not to exceed $0.32 per\nshare of Providence Common Stock and paid in a manner consistent with past practice with respect to the timing of the declaration, payment and record date of such dividend, and (D) annual cash dividends by Providence as required pursuant to the\nProvidence Series B Certificate of Designation and the Providence Series C Certificate of Designation in an amount not to exceed $12.50 per share of Providence Preferred Stock and paid in a manner consistent with past practice with respect to\nthe timing of the declaration, payment and record date of such dividend); grant any stock options, stock appreciation rights, performance shares, restricted stock units, restricted shares or other equity-based awards or interests, including\nProvidence Stock Options, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock or other equity or voting securities; or

(iii) issue, sell or otherwise permit to become outstanding any additional shares of capital stock or other equity or voting\nsecurities or securities convertible or exchangeable into, or exercisable for or valued by reference to, any shares of its capital stock or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or\nvoting securities, except for the issuance of shares upon the exercise of Providence Stock Options or the vesting or settlement of Providence Stock Options outstanding as of the date hereof;

(c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any person other than a\nwholly-owned Subsidiary, or cancel, release or assign any indebtedness of any such person or any claims against any such person, in each case other than in the ordinary course of business;

(d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in\ngood faith in the ordinary course of business, make any investment or acquisition, whether by purchase of stock, securities or other equity interests, contributions to capital, property transfers, or merger or consolidation or formation of a joint\nventure or otherwise, in or of any property or assets of any person other than a wholly owned Subsidiary of Providence;

(e) (i)\nterminate, materially amend, or waive any material provision of, any Providence Contract, or make any material change in any instrument or agreement governing the terms of any of its securities, other than\n

A-37

\nrenewals in the ordinary course of business consistent with past practice and without material adverse changes to terms with respect to Providence or its Subsidiaries, or (ii) enter into any\ncontract that would constitute a Providence Contract if it were in effect on the date of this Agreement;

(f) except as required under\napplicable law, this Agreement or by the terms of any Providence Benefit Plan as in effect as of the date hereof, (i) enter into, adopt or terminate any Providence Benefit Plan (including any plans, programs, policies, agreements or\narrangements that would be considered a Providence Benefit Plan if in effect as of the date hereof), (ii) amend any Providence Benefit Plan, other than de minimis administrative amendments in the ordinary course of business consistent\nwith past practice that do not increase the cost or expense of maintaining, or increase the benefits payable under, such Providence Benefit Plan, (iii) except for customary payment of bonus compensation as described in Section 5.2(f)(iii)\nof the Providence Disclosure Schedule in the ordinary course of business consistent with past practice, pay, grant or award, or commit to pay, grant or award, any bonuses or incentive compensation, (iv) accelerate the vesting, funding or\npayment of, or otherwise deviate from the terms provided in the applicable award agreement with respect to the vesting, payment, settlement or exercisability of, any Providence Stock Options or other equity-based awards or other compensation or\nbenefit, (v) enter into any collective bargaining agreement or similar agreement or arrangement, (vi) increase the compensation, bonus, severance, termination pay or other benefits payable to any of their respective current, prospective or\nformer employees, officers, directors or independent contractors, except for ordinary course annual and promotion or elevation-related increases in a manner set forth in Section 5.2(f)(vi) of the Providence Disclosure Schedule, (vii) fund\nor provide any funding for any rabbi trust or similar arrangement, (viii) terminate the employment or services of any employee, officer, director or any independent contractor or consultant whose annual base salary or wage or annual consulting\nfee is greater than $125,000, in each case other than for cause, or (ix) hire or promote any employee, officer, director or any independent contractor or consultant whose annual base fee or base wage is or would be greater than $125,000;

(g) settle any claim, suit, action or proceeding other than any settlement involving solely money damages not in excess of $10,000\nindividually or $100,000 in the aggregate that would not impose any material restriction on the business of Providence or its Subsidiaries or the Surviving Corporation or its Subsidiaries;

(h) (i) agree or consent to the issuance of any injunction, decree, order or judgment restricting or adversely affecting its or its\nSubsidiaries’ respective businesses or operations or (ii) waive or release any material rights or claims other than in the ordinary course of business;

(i) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent or impede\nthe Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

(j) amend the\nProvidence Articles, the Providence Bylaws, or comparable governing documents of its Subsidiaries;

(k) merge or\nconsolidate itself or any of its Subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Subsidiaries;

(l) materially restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure, through\npurchases, sales or otherwise, or the manner in which the portfolio is classified or reported, except as may be required by GAAP; provided, however, that the foregoing shall not apply to dealings with financial assets or investment\nsecurities in the ordinary course of business consistent with past practice;

(m) implement or adopt any change in its accounting\nprinciples, practices or methods, other than as may be required by GAAP;

(n) enter into a new line of business or change in any material\nrespect its lending, collateral eligibility, investment, underwriting, risk and asset liability management, interest rate or fee pricing policies and other

A-38

\nbanking and operating, hedging, securitization and servicing policies and practices (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable\nwith respect to its loan portfolio or any segment thereof), except in the ordinary course of business consistent with past practice or as required by such policies or applicable law, regulation or a Governmental Entity;

(o) except pursuant to existing commitments entered into prior to the date of this Agreement and disclosed to Valley prior to the date of this\nAgreement, make or acquire, renew, modify or extend any loans that, (A) are outside of the ordinary course of business consistent with past practice or inconsistent with, or in excess of the limitations contained in, Providence’s loan\npolicy, or (B) increase the aggregate outstanding commitments or credit exposure to any customer by more than $5,000,000 on a fully-secured basis (or $1,500,000 on any loan that is not on a fully-secured basis), in each case of this\nclause (B), without first notifying by email and, if requested by Valley within two (2) business days of receipt of such notice, consulting with Valley (which notification will be made through a representative designated by Valley in\nSection 5.2(o) of the Valley Disclosure Schedule); provided, that if Valley does not respond to any consent request from Providence sought pursuant to this clause (o) within three (3) business days after the relevant loan\npackage is provided to Valley, such non-response shall be deemed to constitute consent pursuant to this clause (o);

(p) (i) Other than in accordance with the investment policies of Providence or any of its Subsidiaries in effect on the date hereof or in\nsecurities transactions as provided in (ii) below, make any investment either by contributions to capital, property transfers or purchase of any property or assets of any Person, (ii) other than purchases of direct obligations of the\nUnited States of America or obligations of United States government agencies which are entitled to the full faith and credit of the United States of America, in any case with a remaining maturity at the time of purchase of one year or less, purchase\nor acquire securities of any type; or (iii) materially change the composition of or restructure its investment securities portfolio, including any changes in the credit quality or the duration of the securities therein; provided,\nhowever, that the foregoing shall not apply to dealings with financial assets or investment securities in the ordinary course of business consistent with past practice;

(q) make, or commit to make, any capital expenditures that exceed more than $100,000 in the aggregate;

(r) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting\nmethod, file any material amended Tax Return, enter into any closing agreement with respect to Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes;

(s) (i) make any application for the opening or relocation of, or open or relocate, any branch office, loan production office or other\nsignificant office or operations facility of Providence or its Subsidiaries, (ii) other than in consultation with Valley, make any application for the closing of or close any branch or (iii) other than in consultation with Valley, purchase\nany new real property (other than other real estate owned (OREO) properties in the ordinary course of business) or enter into, amend or renew any lease with respect to real property;

(t) foreclose upon or otherwise acquire any commercial real property (i) in excess of $50,000, or (ii) that would reasonably be\nexpected to raise environmental concerns (e.g., gas stations, dry cleaners, etc.), in each case, prior to receipt of a Phase I environmental review thereof;

(u) cause or allow the loss of insurance coverage, unless replaced with coverage which is substantially similar (in amount, scope and insurer)\nto that in effect as of the date of this Agreement;

(v) knowingly take any action that is intended to adversely affect or materially\ndelay the ability of Providence or its Subsidiaries to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or by the Bank Merger Agreement or the Requisite Providence Shareholder\n

A-39

\nApproval or to perform its covenants and agreements under this Agreement or the Bank Merger Agreement or to consummate the transactions contemplated hereby or thereby; or

(w) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of,\nany of the actions prohibited by this Section 5.2.

5.3 Valley Forbearances.\nDuring the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth on the Valley Disclosure Schedule), required by\napplicable law or as consented to in writing by Providence (such consent not to be unreasonably withheld, conditioned or delayed), Valley shall not, and shall not permit any of its Subsidiaries to:

(a) amend the Valley Charter or the Valley Bylaws in a manner that would adversely affect the holders of Providence Common Stock, or adversely\naffect the holders of Providence Common Stock relative to the other holders of Valley Common Stock;

(b) (i) adjust, split, combine or\nreclassify any capital stock of Valley or (ii) make, declare or pay any extraordinary dividend, or make any other extraordinary distribution on, any shares of Valley Common Stock;

(c) except as and to the extent required by applicable law or a Regulatory Agency, knowingly take any action that is intended to adversely\naffect or materially delay the ability of Valley or its Subsidiaries to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or by the Bank Merger Agreement or to perform its covenants and\nagreements under this Agreement or the Bank Merger Agreement or to consummate the transactions contemplated hereby or thereby;

(d) take\nany action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent or impede the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the\nCode; or

(e) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in\nsupport of, any of the actions prohibited by this Section 5.3.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1 Regulatory Matters.

(a) Valley and Providence shall promptly prepare a proxy statement with respect to the Providence Meeting (including any amendments or\nsupplements thereto, the “Proxy Statement”), and Valley (with Providence’s reasonable cooperation) shall promptly prepare and file with the SEC the S-4. Valley and Providence shall cooperate with each other and use\nreasonable best efforts to make such filing within sixty (60) days of the date of this Agreement. Each of Valley and Providence shall use reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as\npracticable after such filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Providence shall thereafter mail or deliver the Proxy Statement to its shareholders. Prior to the\nfiling of the S-4, Valley shall consult with Providence with respect to such filing and afford Providence and its Representatives reasonable opportunity to review and comment thereon and shall consider in good\nfaith for inclusion any comments thereon submitted by Providence. Valley shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions\ncontemplated by this Agreement as promptly as practicable, and Providence shall furnish all information concerning Providence and its Subsidiaries and the holders of Providence Common Stock as may be reasonably requested in connection with any such\naction.

A-40

(b) The parties hereto shall cooperate with each other and use their reasonable best efforts\nto promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings required to obtain the Requisite Regulatory Approvals, shall\nuse their reasonable best efforts to make such filings as soon as reasonably practicable and in no event later than forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals,\nwaivers of prior approval and authorizations of all third parties, Regulatory Agencies and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank\nMerger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies and Governmental Entities. Without limiting the foregoing, Valley and Providence shall,\nand shall cause their respective Subsidiaries to cooperate with each other in connection therewith (including the furnishing of any information that may be reasonably requested or required to obtain the Requisite Regulatory Approvals) and shall, and\nshall cause their respective Subsidiaries to, use reasonable best efforts to respond and comply as promptly as practicable to any requests by Governmental Entities for documents and information. Valley and Providence shall have the right to review\nin advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Providence or Valley, as the case may be, and any of their\nrespective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each\nof the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of\nthe status of matters relating to completion of the transactions contemplated herein.

(c) In furtherance and not in limitation of the\nforegoing, each of Valley and Providence shall use its reasonable best efforts to resolve any objection that may be asserted by any Governmental Entity with respect to this Agreement, including to (i) avoid the entry of, or to have vacated,\nlifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to\nenable the Closing to occur as soon as possible, provided, however, that notwithstanding anything contained in this Agreement, Valley or Providence shall not be required to, and Valley or Providence shall not (without the written\nconsent of the other party), take any action, or commit to take any action, or agree to any condition or restriction that would reasonably be expected to have a material adverse effect on the Surviving Corporation and its Subsidiaries, taken as a\nwhole, after giving effect to the Merger (measured on a scale relative to Providence and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”).

(d) Valley and Providence shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors,\nofficers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Valley, Providence or any of\ntheir respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Valley and Providence agrees, as to itself and its Subsidiaries, that none of\nthe information supplied or to be supplied by it specifically for inclusion or incorporation by reference in (i) the S-4 will, at the time the S-4 and each amendment or supplement thereto, if any, is filed and becomes effective under the\nSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement and any amendment or\nsupplement thereto will, at the time of filing and the date of mailing to the shareholders of Providence and at the time of the Providence Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be\nstated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading, and (iii) any applications, notices and filings required in order to obtain the Requisite\nRegulatory Approvals will, at the time each is filed, contain any

A-41

\nuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of Valley and Providence\nfurther agrees that if it becomes aware that any information furnished by it would cause any of the statements in the S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact\nnecessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the S-4 or the Proxy Statement and any amendment or supplement thereto.

(e) Valley and Providence shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or\napproval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any\nsuch approval will be materially delayed.

6.2 Access to Information.

(a) Subject to Section 9.7, upon reasonable notice and subject to applicable laws, each of Valley and Providence,\nfor the purposes of verifying the representations and warranties of the other party and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to the\nofficers, directors, employees, agents, accountants, counsel, advisors and other representatives (collectively, “Representatives”) of the other party, reasonable access, during normal business hours during the period prior to the\nEffective Time, to all its properties, books, contracts, personnel, information technology systems, and records; provided that such investigation or requests shall not interfere unnecessarily with normal business operations of the other party, and\neach shall reasonably cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party), and, during such period, during normal business hours and in a manner so as not to interfere with normal business\noperations, each of Valley and Providence shall, and shall cause its respective Subsidiaries to, make available to the other party such information concerning its business, properties and personnel as such party may reasonably request. Each party\nshall use commercially reasonable efforts to minimize any interference with the other party’s regular business operations during any such access. Neither Valley nor Providence nor any of their respective Subsidiaries shall be required to\nprovide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Valley’s or Providence’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in\npossession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary\nduty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make reasonably appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

(b) Each of Valley and Providence shall hold all information furnished by or on behalf of the other party or any of such party’s\nSubsidiaries or Representatives pursuant to Section 6.2(a) in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated May 6, 2026, between Valley and\nProvidence (the “Confidentiality Agreement”).

(c) No investigation by either of the parties or their respective\nRepresentatives shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to control or direct the\noperations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’\nrespective operations.

(d) From and after the date hereof, Providence shall provide Valley (x) within ten (10) business days of\nthe end of each calendar month with (i) an unaudited, consolidated balance sheet of Providence Bank as of the

A-42

\nend of such calendar month and (ii) an unaudited, consolidated statement of income of Providence Bank for such month, and (y) within ten (10) business days of the end of each\ncalendar quarter with (i) an unaudited, consolidated balance sheet of Providence and its Subsidiaries as of the end of such calendar quarter and (ii) an unaudited, consolidated balance sheet of Providence and its Subsidiaries for such\nquarter (collectively, the “Subsequent Unaudited Financial Statements”). The Subsequent Unaudited Financial Statements shall (A) be prepared from, and in accordance with, the books and records of Providence and its\nSubsidiaries, (B) fairly present in all material respects the results of operations, and financial position of, as applicable, Providence and each of its Subsidiaries for the respective fiscal periods or as of the respective dates therein set\nforth (subject in the case of unaudited statements to normal year-end audit adjustments), and (C) be prepared, to the extent applicable, in a manner consistent with the methodologies, assumptions,\npolicies and practices used in the preparation of the Providence Financial Statements. Subject to Section 6.2(a), Providence shall make available to Valley all relevant books, records and other supporting information\nreasonably required for Valley’s review of the Subsequent Unaudited Financial Statements upon reasonable advance notice and during normal business hours. As soon as practicable after they become available, Providence shall provide Valley all\ncall reports filed by Providence’s depositary Subsidiaries with any Governmental Entity after the date of this Agreement.

(e)\nProvidence shall, and shall use reasonable best efforts to cause Providence’s independent auditor to, cooperate with Valley in connection with the preparation of financial statements of Providence and pro forma financial statements, if any,\nthat Valley informs Providence it intends to file with the SEC, including delivering such audited and/or unaudited financial statements as Valley may reasonably request for inclusion in such filings and using reasonable best efforts to cause\nProvidence’s independent auditor to deliver to Valley any related consents.

6.3 Providence\nShareholder Approval.

(a) Providence shall take, in accordance with applicable law and the Providence Articles and Providence Bylaws,\nall actions necessary to convene a meeting of its shareholders (the “Providence Meeting”) to be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Providence\nShareholder Approval required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger\nagreement. Except in the case of a Providence Adverse Recommendation Change, the board of directors of Providence shall use its commercially reasonable best efforts to obtain from the shareholders of Providence the Requisite Providence Shareholder\nApproval, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby (the “Providence Board\nRecommendation”). If requested by Valley, Providence shall engage proxy solicitor reasonably acceptable to Valley to assist in the solicitation of proxies from shareholders relating to the Requisite Providence Shareholder Approval.\nProvidence and its board of directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Valley the Providence Board Recommendation, (ii) fail to make the Providence Board Recommendation in the Proxy Statement,\n(iii) adopt, approve, recommend or endorse a Providence Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse a Providence Acquisition Proposal, (iv) fail to publicly and without qualification\n(A) recommend against any Providence Acquisition Proposal or (B) reaffirm the Providence Board Recommendation, in each case within ten (10) business days (or such fewer number of days as remains prior to the Providence Meeting) after\na Providence Acquisition Proposal is made public or any request by Valley to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Providence Adverse Recommendation Change”). However, subject to\nSection 8.1 and Section 8.2, if the board of directors of Providence, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith\nthat it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the Providence Board Recommendation, then, prior to the receipt of the Requisite Providence Shareholder Approval, in\nsubmitting this Agreement and the Merger to its shareholders, the board of directors of Providence may (but shall not be required to) withhold or withdraw or modify or qualify in a manner adverse to Valley the Providence Board\n

A-43

\nRecommendation or may submit this Agreement and the Merger to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded\nor amended), in which event the board of directors of Providence may communicate the basis for its Providence Adverse Recommendation Change to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto; provided\nthat the board of directors of Providence may not take any actions under this sentence unless (i) it gives Valley at least three (3) business days’ prior written notice of its intention to take such action and a reasonable\ndescription of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the board of directors of Providence in response to a Providence Acquisition Proposal, the latest\nmaterial terms and conditions and the identity of the third party in any such Providence Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of\nsuch notice period, the board of directors of Providence takes into account any amendment or modification to this Agreement proposed by Valley and after receiving the advice of its outside counsel and, with respect to financial matters, its\nfinancial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the Providence Board Recommendation. Any material amendment\nto any Providence Acquisition Proposal will be deemed to be a new Providence Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this\nSection 6.3.

(b) Providence shall adjourn or postpone the Providence Meeting, if, as of the time for which such\nmeeting is originally scheduled, there are insufficient shares of Providence Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting,\nProvidence has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Providence Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in\naccordance with its terms, the Providence Meeting shall be convened and this Agreement and the Merger shall be submitted to the shareholders of Providence at the Providence Meeting, for the purpose of voting on the approval of this Agreement and the\nMerger and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve Providence of such obligation. Providence shall only be required to adjourn or postpone the Providence Meeting two (2) times pursuant to\nthe first sentence of this Section 6.3(b).

6.4 Legal Conditions to Merger.\nSubject in all respects to Section 6.1, each of Valley and Providence shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, (a) to take, or cause to be\ntaken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set\nforth in Article VII hereof, to consummate the transactions contemplated by this Agreement, (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by,\nany Governmental Entity and any other third party that is required to be obtained by Providence or Valley or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this\nAgreement and (c) to obtain the tax opinions referenced in Section 7.2(c) and Section 7.3(d), including by executing and delivering representations contained in certificates of officers of\nProvidence and Valley reasonably satisfactory in form and substance to their respective counsel.

6.5 Stock\nExchange Listing. Valley shall cause the shares of Valley Common Stock to be issued in the Merger to be approved for listing on the NASDAQ, subject to official notice of issuance, prior to the Effective Time.

6.6 Employee Matters.

(a) Valley shall provide the employees of Providence and its Subsidiaries as of the Effective Time (the “Continuing\nEmployees”), for so long as they are employed following the Effective Time, with the following during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time\n

A-44

\n(the “Continuation Period”): (i) annual base salary or wages, as applicable, that are no less than the annual base salary or wages in effect for each such employee immediately\nprior to the Effective Time, and (ii) incentive and commission compensation opportunities and employee benefits (excluding non-qualified deferred compensation, equity or equity-based incentive\ncompensation, change in control or retention arrangements or any other one-time payments) that are substantially comparable in the aggregate to those provided to similarly situated employees of Valley or its\nSubsidiaries; provided that, until such time as Valley fully integrates the Continuing Employees into its plans, participation in the Providence Benefit Plans shall be deemed to satisfy the foregoing standards, it being understood that the\nContinuing Employees may commence participating in the plans of Valley and its Subsidiaries on different dates following the Effective Time with respect to different benefit plans. Each Continuing Employee who is not party to an individual agreement\nproviding for severance or termination benefits and is terminated during the Continuation Period under severance qualifying circumstances shall be provided severance benefits under the broad-based severance policy maintained by Valley or its\nSubsidiaries.

(b) With respect to any employee benefit plans of Valley or its Subsidiaries in which any Continuing Employees become\neligible to participate on or after the Effective Time (the “New Plans”), Valley and its Subsidiaries shall use commercially reasonable efforts to: (i) waive all pre-existing\nconditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees and their eligible dependents under any New Plans, except to the extent such\npre-existing conditions, exclusions or waiting periods would apply under the analogous Providence Benefit Plan; (ii) provide each such employee and their eligible dependents with credit for any co-payments or coinsurance and deductibles paid prior to the Effective Time under an Providence Benefit Plan that provides health care benefits (including medical, dental and vision), to the same extent that such\ncredit was given under the analogous Providence Benefit Plan prior to the Effective Time, in satisfying any applicable deductible, co-payment, coinsurance or maximum out-of-pocket requirements under any New Plans; and (iii) recognize all service of such employees with Providence and its Subsidiaries for all purposes in any New Plan to the same extent that such\nservice was taken into account under the analogous Providence Benefit Plan prior to the Effective Time; provided that, the foregoing service recognition shall not apply (A) to the extent it would result in duplication of benefits for the\nsame period of service, (B) for purposes of any defined benefit pension or retiree welfare plan, (C) for purposes of any benefit plan that is a frozen plan or provides grandfathered benefits, or (D) for purposes of any equity\nincentive awards granted by Valley.

(c) Unless otherwise requested by Valley in writing at least five (5) business days prior to the\nEffective Time, Providence shall cause any 401(k) plan sponsored or maintained by Providence (the “Providence 401(k) Plan”) to be terminated effective as of the day immediately prior to the Effective Time and\ncontingent upon the occurrence of the Closing. If the Providence 401(k) Plan is terminated, the Continuing Employees shall be eligible to participate, effective as soon as reasonably practicable following the Effective Time, in a 401(k) plan\nsponsored or maintained by Valley or one of its Subsidiaries (a “Valley 401(k) Plan”). Providence and Valley shall take any and all actions as may be required, including amendments to the Providence 401(k) Plan\nand/or Valley 401(k) Plan to permit the Continuing Employees who are then actively employed to make rollover contributions to the Valley 401(k) Plan of “eligible rollover distributions” (with the meaning of Section 401(a)(31) of the\nCode) in the form of cash, notes (in the case of loans) or a combination thereof. Providence shall provide Valley with evidence that the Providence 401(k) Plan has been terminated or amended, as applicable, in accordance with this\nSection 6.6(c); provided that, prior to amending or terminating the Providence 401(k) Plan, Providence shall provide the form and substance of any applicable resolutions or amendments to Valley for review and\napproval.

(d) No later than five (5) business days prior to the Closing Date, Providence shall submit for approval by shareholders\nof Providence and its affiliates entitled to vote on such matters (the “280G Equityholders”), in conformance with Section 280G of the Code and the regulations thereunder (the “280G Equityholder\nVote”), any payments that could reasonably be expected to constitute a “parachute payment” pursuant to Section 280G of the Code, including any new proposed arrangements with Valley (each, a “Parachute\nPayment”) on behalf of each “disqualified individual” (as defined in Section 280G of the Code and the regulations promulgated thereunder) and which are irrevocably waived by such individual under the immediately following\nsentence. Prior to the

A-45

\ndistribution of the 280G Equityholder Vote materials, Providence shall use commercially reasonable efforts to obtain an irrevocable waiver of the right to any Parachute Payment (in the absence of\nthe 280G Equityholder Vote) from each of the applicable “disqualified individuals” (as defined under Section 280G of the Code and the regulations thereunder) whose Parachute Payments would be subject to the 280G Equityholder Vote.\nProvidence shall have delivered to Valley complete copies of all disclosures, the waivers and other related documents that will be provided to the 280G Equityholders in connection with the 280G Equityholder Vote at least ten (10) business days\nprior to the Closing Date for Valley’s comment and approval.

(e) Nothing in this Agreement shall confer upon any employee, officer,\ndirector or consultant of Providence or any of its Subsidiaries or affiliates any right to continue in the employ or service of the Surviving Corporation, Providence, Valley, or any Subsidiary or affiliate thereof, or shall interfere with or\nrestrict in any way the rights of the Surviving Corporation, Providence, Valley or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Providence or any of its Subsidiaries\nor affiliates at any time for any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any Providence Benefit Plan, New Plan or any other benefit or employment plan, program,\nagreement or arrangement, or (ii) alter or limit the ability of Valley or any of its Subsidiaries or affiliates to amend, modify or terminate any particular Providence Benefit Plan, New Plan or any other benefit or employment plan, program,\nagreement or arrangement after the Effective Time. Without limiting the generality of Section 9.12, nothing in this Agreement, express or implied, is intended to or shall confer upon any person, including any current or\nformer employee, officer, director or consultant of Providence or any of its Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

6.7 Indemnification; Insurance.

(a) At or prior to the Effective Time, Valley shall purchase past acts and extended reporting period insurance coverage under\nProvidence’s (i) current directors and officers insurance policy, (ii) employment practices liability insurance policy and (iii) bankers professional insurance policy (provided that Valley may substitute therefor policies\nwith a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the insured for each of the foregoing), in each case that (x) provides coverage with respect to\nclaims arising from facts or events which occurred at the Effective Time or during at least the six (6) year period immediately preceding the Effective Time (including the transactions contemplated by this Agreement) and (y) is in effect\nfor a period of at least six (6) years from and after the Effective Time; provided, however, Valley shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the\ndate hereof by Providence for such insurance (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then Valley shall cause to be maintained policies of insurance which provide the\nmaximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, Providence may, in consultation with Valley, obtain at or prior to the Effective Time a six-year\n“tail” policy under Providence’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, in\nthe aggregate, does not exceed the Premium Cap. If Valley or Providence purchases such a “tail policy,” then Valley shall maintain in effect such “tail policy” for its full term and honor all obligations thereunder; provided,\nhowever, that if such “tail policy” is terminated by the insurance provider, then Valley shall use its commercially reasonable efforts to obtain and maintain a preplacement “tail policy” on terms and conditions providing\nsubstantially equivalent benefits as the terminated “tail policy”, for an aggregate cost not exceeding the Premium Cap.

(b)\nAll rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors and officers of Providence and Providence Subsidiaries as provided in the Providence Articles, the Providence Bylaws, the\ngoverning or organizational documents of any Subsidiary of Providence and any indemnification agreements in existence as of the date hereof and disclosed in Section 6.7(b) of the Providence Disclosure Schedule, shall survive the Merger and\nshall continue in full force and effect in

A-46

\naccordance with their terms. For a period of no less than six (6) years from and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless to the fullest extent\npermitted under applicable law, or in such person’s capacity as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or\nfor the benefit of Providence or any Providence Subsidiary) (together with such person’s heirs, executors or administrators, collectively, the “Providence Indemnified Parties”) against any costs or expenses (including\nreasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative,\nwhether arising before or after the Effective Time, arising out of the fact that such person is or was a director or officer of Providence or any of its Subsidiaries and pertaining to matters, acts or omissions existing or occurring at or prior to\nthe Effective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated by this Agreement; provided that in the case of advancement of expenses, the Providence\nIndemnified Party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined that such Providence Indemnified Party is not entitled to indemnification. The rights\nof each Providence Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the Providence Articles, the Providence Bylaws, the governing or organizational documents of any Subsidiary\nof Providence and any indemnification agreements in existence as of the date hereof and disclosed in Section 6.7(b) of the Providence Disclosure Schedule, the IBCA, directors’ and officers’ insurance claims under any policy that is\nor has been in existence with respect to Providence or the Providence Subsidiaries or otherwise.

(c) The obligations of Providence,\nValley and the Surviving Corporation under this Section 6.7 shall not be terminated or modified after the Effective Time in a manner so as to adversely affect any Providence Indemnified Party or any other person entitled to\nthe benefit of this Section 6.7 without the prior written consent of the affected Providence Indemnified Party or affected person.

(d) The provisions of this Section 6.7 shall survive the Effective Time and are intended to be for the benefit of,\nand shall be enforceable by, each Providence Indemnified Party and his or her heirs and representatives. If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the\ncontinuing or surviving entity of such consolidation or merger, or (ii) transfers all or substantially all of its assets or deposits to any other person or engages in any similar transaction, then in each such case, the Surviving Corporation\nwill cause proper provision to be made so that the successors and assigns of the Surviving Corporation will expressly assume the obligations set forth in this Section 6.7.

6.8 Additional Agreements. In case at any time after the Effective Time any further action is necessary or\ndesirable to carry out the purposes of this Agreement or to vest Valley or the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the Merger, the then-current\nofficers and directors of each party to this Agreement and their respective Subsidiaries shall take, or cause to be taken, all such necessary action as may be reasonably requested by the other party, at the expense of the party who makes any such\nrequest.

6.9 Advise of Changes. Valley and Providence shall each promptly advise the other party of\nany effect, change, event, circumstance, condition, occurrence or development known to it (i) that has had or is reasonably expected to have a Material Adverse Effect on it or (ii) which it believes would or would be reasonably expected to\ncause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article VII;\nprovided that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in\nSection 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of\nthe conditions set forth in Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this

A-47

\nSection 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such\nnotice.

6.10 Providence Acquisition Proposals. Except as specifically permitted by this\nSection 6.10, Providence shall not, and shall cause its Subsidiaries, officers and directors, and use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, (i) initiate,\nsolicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to, (ii) engage or participate in any negotiations with any person concerning or (iii) provide any confidential or nonpublic information or data\nto, or have or participate in any discussions with, any person relating to, any Providence Acquisition Proposal (except to notify a person that has made or, to the knowledge of Providence, is making any inquiries with respect to, or is considering\nmaking, a Providence Acquisition Proposal, of the existence of the provisions of this Section 6.10); provided that, prior to the receipt of the Requisite Providence Shareholder Approval, in the event Providence\nreceives an unsolicited bona fide written Providence Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information\nor data and participate in such negotiations or discussions to the extent that its board of directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that\nfailure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to providing any confidential or nonpublic information permitted to be\nprovided pursuant to the foregoing proviso, Providence shall have provided such information to Valley, and shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement,\nwhich confidentiality agreement shall not provide such person with any exclusive right to negotiate with Providence. Providence will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be\nterminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Valley with respect to any Providence Acquisition Proposal. Providence shall cause its Representatives to, promptly request\n(to the extent it has not already done so prior to the date of this Agreement) any person that has executed a confidentiality or non-disclosure agreement in connection with any actual or potential Providence\nAcquisition Proposal that remains in effect as of the date of this Agreement to return or destroy all confidential information of Providence or its Subsidiaries in the possession of such person or such person’s Representatives. Providence will\npromptly (and in any event within twenty-four (24) hours) advise Valley following receipt of any Providence Acquisition Proposal or any inquiry which could reasonably be expected to lead to a Providence Acquisition Proposal, and the substance\nthereof (including the material terms and conditions of and the identity of the person making such inquiry or Providence Acquisition Proposal), will provide Valley with an unredacted copy of any such Providence Acquisition Proposal and any draft\nagreements, proposals or other materials received in connection with any such inquiry or Providence Acquisition Proposal and will keep Valley reasonably apprised of any related developments, discussions and negotiations on a current basis, including\nby providing to Valley as soon as reasonably practicable (and in any event within forty-eight (48) hours) any amendments to or revisions of the terms of such inquiry or Providence Acquisition Proposal. Providence shall use its reasonable best\nefforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. Unless this Agreement has been terminated in accordance with its terms, Providence shall\nnot, and shall cause its Subsidiaries and its and their Representatives not to on its behalf, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger\nagreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.10) relating to any Providence Acquisition\nProposal. As used in this Agreement, “Providence Acquisition Proposal” shall mean, other than the transactions contemplated by this Agreement, any offer, inquiry or proposal relating to, or any third party indication of\ninterest in, (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets of Providence and its Subsidiaries or 20% or more of any class of equity or voting securities of Providence or its Subsidiaries whose\nassets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Providence, (ii) any tender offer or exchange offer that, if consummated, would result in such third party beneficially owning 20% or more of any\nclass of equity or voting securities of Providence or its Subsidiaries whose assets, individually or in the aggregate,

A-48

\nconstitute 20% or more of the consolidated assets of Providence, or (iii) a merger, consolidation, share exchange or other business combination, reorganization, recapitalization,\nliquidation, dissolution or similar transaction involving Providence or its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Providence.

6.11 Public Announcements. The parties hereto agree that the initial press release with respect to the\nexecution and delivery of this Agreement shall be a release mutually agreed to by Providence and Valley. Thereafter, each of the parties agrees that no public release, statement or announcement concerning this Agreement or the transactions\ncontemplated hereby shall be issued by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (i) as required by applicable law, or any listing agreement\nwith or rule of any national securities exchange or association, or the rules or regulations of any applicable Governmental Entity to which the relevant party is subject, in which case the party required to make the release, statement or\nannouncement shall consult with the other party about, and allow the other party reasonable time to comment on such release, statement or announcement in advance of such issuance or (ii) for such releases, announcements or statements that are\nconsistent with other such releases, statements or announcements made after the date of this Agreement in compliance with this Section 6.11.

6.12 Change of Method. Valley may, at any time prior to the Effective Time, change the method of effecting\nthe Merger if and to the extent reasonably requested by Valley, and Providence agrees to enter into such amendments to this Agreement as Valley may reasonably request in order to give effect to such restructuring; provided, however,\nthat no such change or amendment shall (a) alter or change the Exchange Ratio or the amount of Cash Merger Consideration per share of Providence Common Stock provided for in this Agreement, (b) be reasonably expected to prevent the parties\nfrom obtaining the opinions of counsel referred to in Sections 7.2(c) and 7.3(d) or adversely affect the Tax treatment of the Merger with respect to Providence’s shareholders, (c) be reasonably expected to cause the Closing\nto be materially delayed or the receipt of the Requisite Regulatory Approvals to be prevented or materially delayed, or (d) require submission to or approval of the Providence shareholders after the Merger has been approved by the Providence\nshareholders. The parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 9.2.

6.13 Takeover Restrictions. Providence and its Subsidiaries shall not take any action that would\ncause any Takeover Restriction to become applicable to this Agreement, the Merger, or any of the other transactions contemplated hereby, and Valley and its Subsidiaries shall take all necessary steps to exempt (or ensure the continued exemption of)\nthe Merger and the other transactions contemplated hereby from any applicable Takeover Restriction now or hereafter in effect. If any Takeover Restriction may become, or may purport to be, applicable to the transactions contemplated hereby, Valley\nwill grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the\neffects of any Takeover Restriction on any of the transactions contemplated by this Agreement, including, if necessary, challenging the validity or applicability of any such Takeover Restriction.

6.14 Litigation and Claims. Each of Valley and Providence shall promptly notify the other party in writing\nof any action, arbitration, audit, hearing, investigation, litigation, suit, subpoena or summons issued, commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity or arbitrator pending or, to the knowledge\nof Valley or Providence, as applicable, threatened against Valley, Providence or any of their respective Subsidiaries that (a) questions or would reasonably be expected to question the validity of this Agreement, the Bank Merger\nAgreement or the other agreements contemplated hereby or thereby or any actions taken or to be taken by Valley, Providence, or their respective Subsidiaries with respect hereto or thereto, or (b) seeks to enjoin or otherwise restrain the\ntransactions contemplated hereby or thereby. Providence shall give Valley the opportunity to participate, at Valley’s expense, in Providence’s defense or settlement of any shareholder litigation against Providence and/or its\ndirectors or executive officers relating to

A-49

\nthe transactions contemplated by this Agreement, including the Merger and the Bank Merger. Providence agrees that it shall not settle or offer to settle any litigation commenced prior to or after\nthe date of this Agreement against Providence or its directors, executive officers or similar persons by any shareholder of Providence relating to this Agreement, the Merger, the Bank Merger or any other transaction contemplated hereby without the\nprior written consent of Valley, which consent shall not be unreasonably withheld, conditioned or delayed.

6.15 Foundation. At or promptly following the Closing, Valley will contribute $3,000,000 to the Providence\nBank & Trust Stewardship Program (the “Foundation” ), which amount will be dedicated to the markets in which Providence operates. Valley anticipates fully distributing such funds over a three (3)-year period following the\nClosing. The composition of the Foundation’s board of directors shall be mutually agreed by the parties.

6.16 Advisory Client Consent Process.

(a) As promptly as reasonably practicable following the date of this Agreement, Providence shall, and shall, as applicable, cause each\nAdvisory Entity to send a written notice to each Advisory Client (i) informing such Advisory Client of the transactions contemplated hereby, (ii) informing such Advisory Client that the Advisory Entity intends to continue to provide\nadvisory services to such Advisory Client after the Closing, and (iii) unless the Advisory Client’s investment advisory contract requires the Advisory Client’s written consent to such deemed assignment (in which case the Advisory\nClient’s consent shall be requested), informing such Advisory Client that the consent of such Advisory Client will be deemed to have been provided if such Advisory Client does not notify in writing the Advisory Entity of its objection to such\ndeemed assignment, or of its termination of its Advisory Agreement, within thirty (30) days after the sending of such notice. At the end of such thirty (30)-day period, if such Advisory Client has not\nprovided written notice to the Advisory Entity of such objection or termination, such Advisory Client shall be deemed to have provided its Client Consent for all purposes under this Agreement. In the case of a Person who becomes an Advisory Client\nduring the period from the date of this Agreement through the Closing (a “New Client”), the Client Consent of such New Client shall be deemed to have been provided for all purposes hereunder, if the Advisory Entity provides such\nNew Client with disclosure prior to the entering into of its Advisory Agreement (A) informing such New Client of the transactions contemplated hereby, (B) informing such New Client that the Advisory Entity intends to continue to provide\nInvestment Advisory Services to such New Client after Closing, and (C) informing such New Client that the consent of such New Client will be deemed to have been provided by the entering in to by such New Client of its Advisory Agreement.

(b) Prior to distribution, Valley shall be provided a reasonable opportunity to review all communications to be used by Providence with the\nAdvisory Clients, or otherwise in connection with obtaining the Client Consents, and Providence shall consider in good faith all reasonable and timely comments from Valley to such materials and communications. Providence shall take reasonable\nsteps to keep Valley reasonably informed of the status of obtaining the Client Consents.

6.17 Redemption\nof Providence Preferred Stock. No later than thirty (30) days prior to the Closing, Providence shall, and shall cause its Subsidiaries to, take all actions necessary, appropriate or advisable to redeem, effective as of immediately prior to\nthe Closing, all issued and outstanding shares of Providence Preferred Stock in accordance with the requirements of the Providence Articles, the Providence Series B Certificate of Designation and the Providence Series C Certificate of Designation,\nas may be applicable, and applicable law (the “Preferred Stock Redemption”); provided that Providence shall provide Valley with a reasonable opportunity to review and comment on any notice or other materials relating to such\nPreferred Stock Redemption and shall incorporate all reasonable comments of Valley with respect thereto.

6.18\nData Conversion. Valley intends to convert some or all of Providence’s information and data onto Valley’s information technology systems (the “Data Conversion”). Valley agrees to use all commercially reasonable\nefforts to promptly commence preparations for implementation of the Data Conversion with the goal

A-50

\nof effecting the Data Conversion as soon as reasonably practicable after the Effective Time. Providence agrees to use commercially reasonable efforts to cooperate with Valley in preparing for the\nData Conversion within the time frame set forth above, including providing reasonable access to data, information systems, and personnel having expertise with Providence’s and the Providence Subsidiaries’ information and data systems;\nprovided however, that Providence shall not be required to terminate any third-party service provider arrangements prior to the Effective Time. In the event that, prior to the Effective Time, Providence takes, at the request of Valley, any action\nrelative to third parties to facilitate the Data Conversion that results in the imposition of any termination fees or other charges or expenses, Valley shall indemnify Providence for all such fees, charges, and expenses, and the costs of reversing\nthe Data Conversion process, if the Merger is not consummated for any reason, other than the breach of this Agreement by Providence or the termination of this Merger Agreement by Providence pursuant to Section 8.1(e) or\nSection 8.1(f).

ARTICLE VII

CONDITIONS PRECEDENT

7.1 Conditions to Each Party’s Obligation to Effect the Merger. The respective\nobligations of the parties to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

(a) Shareholder Approval. The Requisite Providence Shareholder Approval shall have been obtained.

(b) Stock Exchange Listing. The shares of Valley Common Stock that shall be issuable pursuant to this Agreement shall have been\nauthorized for listing on the NASDAQ, subject to official notice of issuance.

(c) S-4. The\nS-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.

(d) No Injunctions or Restraints; Illegality. No order, injunction or decree issued by any court or Governmental Entity of competent\njurisdiction or other legal restraint or prohibition preventing the consummation of the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement shall be in effect. No law, statute, rule, regulation, order, injunction\nor decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement.

(e) Regulatory Approvals. All regulatory authorizations, consents, orders, approvals or waiver of prior approvals (x) from the\nFederal Reserve Board, the Office of the Comptroller of the Currency and the Illinois DOB and (y) set forth in Sections 3.4 and 4.4 which are necessary to consummate the transactions contemplated by this Agreement, including the\nMerger and the Bank Merger, or those the failure of which to be obtained would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on Valley or the Surviving Corporation and its Subsidiaries, taken as a whole,\nafter giving effect to the Merger, shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired (such approvals and the expiration of such waiting periods being referred\nto herein as the “Requisite Regulatory Approvals”), and no Requisite Regulatory Approval shall have resulted in the imposition of any Materially Burdensome Regulatory Condition.

7.2 Conditions to Obligations of Valley. The obligation of Valley to effect the Merger is also\nsubject to the satisfaction, or waiver by Valley, at or prior to the Effective Time, of the following conditions:

(a) Representations\nand Warranties. The representations and warranties of Providence set forth in (i) Sections 3.2(a), and 3.9(a) (in each case after giving effect to the lead-in to Article III)\nshall be true and

A-51

\ncorrect (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis) in each case as of the date of this Agreement and as\nof the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date), and (ii) Sections 3.1,\n3.2(d), 3.2(e), 3.3(a), 3.8 and 3.15 (in each case, after giving effect to the lead-in to Article III) shall be true and correct in all material respects as of the\ndate of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations\nand warranties of Providence set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such\nrepresentations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct\nunless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such\nrepresentations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Providence.

(b)\nPerformance of Obligations of Providence. Providence shall have performed in all material respects the obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Tax Opinion. Valley shall have received the opinion of Wachtell, Lipton, Rosen & Katz, in form and substance reasonably\nsatisfactory to Valley, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning\nof Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Valley and Providence reasonably satisfactory in form and substance to such counsel.

(d) FIRPTA Certificate. Valley shall have received from Providence a properly executed Foreign Investment and Real Property Tax Act of\n1980 notification letter, dated as of the Closing Date, which shall satisfy the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) and shall\nstate that shares of capital stock of Providence do not constitute “United States real property interests” under Section 897(c) of the Code. In addition, simultaneously with delivery of such notification letter, Providence shall\nhave provided to Valley, as agent for Providence, a form of notice to the IRS in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2) along with written authorization for Valley\nto deliver such notice form to the IRS on behalf of Providence upon the Closing.

(e) Offer Letters. Each of the persons set forth\nin Section 7.2(e) of the Providence Disclosure Schedule shall have entered into an Offer Letter with Valley and/or Valley Bank and such agreements shall remain in full force and effect.

(f) Voting Agreements. Each of the directors of Providence shall have entered into a Voting Agreement and such Voting Agreements shall\nremain in full force and effect.

(g) Preferred Stock Redemption. Providence shall have effected the Preferred Stock Redemption.\n

(h) Officer’s Certificate. Valley shall have received a certificate signed on behalf of Providence by an\nexecutive officer of Providence stating that the conditions specified in Sections 7.2(a) and 7.2(b) have been satisfied.

A-52

7.3 Conditions to Obligations of Providence. The\nobligation of Providence to effect the Merger is also subject to the satisfaction or waiver by Providence at or prior to the Effective Time of the following conditions:

(a) Representations and Warranties. The representations and warranties of Valley set forth in (i) Sections 4.2(a) and\n4.8(a) (in each case, after giving effect to the lead-in to Article IV) shall be true and correct (other than, in the case of Section 4.2(a), such failures to be true\nand correct as are de minimis) in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in\nwhich case as of such earlier date), and (ii) Sections 4.1(a), 4.1(b) (with respect to Valley Bank only), 4.2(c) (with respect to Valley Bank only), 4.3(a) and 4.7 (in each case, after giving effect to\nthe lead-in to Article IV) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the\nextent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of Valley set forth in this Agreement, including but not limited to those set forth in\nSections 4.1(b) and 4.2(c), in each case with respect to Valley Subsidiaries other than Valley Bank only (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or\nwarranties but, in each case, after giving effect to the lead-in to Article IV) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on\nand as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and\nwarranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to\nmateriality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Valley.

(b) Performance of Obligations of Valley. Valley shall have performed in all material respects the obligations, covenants and\nagreements required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Officer’s\nCertificate. Providence shall have received a certificate signed on behalf of Valley by an executive officer of Valley stating that the conditions specified in Sections 7.3(a) and 7.3(b) have been satisfied.

(d) Tax Opinion. Providence shall have received the opinion of Dickinson Wright PLLC, in form and substance reasonably satisfactory to\nProvidence, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of\nSection 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Valley and Providence reasonably satisfactory in form and substance to such counsel.

ARTICLE VIII

TERMINATION AND AMENDMENT

8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before\nor after receipt of the Requisite Providence Shareholder Approval:

(a) by mutual consent of Valley and Providence in a written instrument;\n

(b) by either Valley or Providence if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the\nMerger or the Bank Merger and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order, injunction or decree permanently enjoining or otherwise prohibiting or\nmaking illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due to

A-53

\nthe failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein;

(c) by either Valley or Providence if the Merger shall not have been consummated on or before August 24, 2027 (the “Termination\nDate”) unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein;\nprovided that, notwithstanding the foregoing provisions of this Section 8.1(c), Valley and Providence may mutually agree in writing to amend the Termination Date to any other date as they mutually agree;

(d) by either Valley or Providence (provided that the terminating party is not then in material breach of any representation, warranty,\nobligation, covenant or other agreement contained herein) if there shall have been a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be\ntrue) set forth in this Agreement on the part of Providence, in the case of a termination by Valley, or Valley, in the case of a termination by Providence, which breach or failure to be true, either individually or in the aggregate with all other\nbreaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 7.2, in the case of a\ntermination by Valley, or Section 7.3, in the case of a termination by Providence, and which is not cured by the earlier of the Termination Date and forty-five (45) days following written notice to Providence, in the\ncase of a termination by Valley, or Valley, in the case of a termination by Providence, or by its nature or timing cannot be cured during such period;

(e) by Valley, prior to such time as the Requisite Providence Shareholder Approval is obtained, if Providence or the board of directors of\nProvidence (i) shall have made a Providence Adverse Recommendation Change or (ii) materially breaches its obligations under Section 6.3 or Section 6.10; or

(f) by either Valley or Providence, if the Requisite Providence Shareholder Approval shall not have been obtained upon a vote thereon taken at\nthe Providence Meeting (including any adjournment or postponement thereof).

The party desiring to terminate this Agreement pursuant to clause (b),\n(c), (d), (e) or (f) of this Section 8.1 shall give written notice of such termination to the other party in accordance with Section 9.5, specifying the provision or provisions hereof pursuant\nto which such termination is effected.

8.2 Effect of Termination.

(a) In the event of termination of this Agreement by either Valley or Providence as provided in Section 8.1, this\nAgreement shall forthwith become void and have no effect, and none of Valley, Providence, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in\nconnection with the transactions contemplated hereby, except that (i) Section 6.2(b), Section 6.11, this Section 8.2 and Article IX shall\nsurvive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, neither Valley nor Providence shall be relieved or released from any liabilities or damages arising out of its fraud or\nwillful and material breach of any provision of this Agreement.

(b) (i) In the event that after the date of this Agreement and prior to\nthe termination of this Agreement, a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the Board of Directors or senior management of Providence or shall have been made directly to its shareholders\ngenerally or any person shall have publicly announced (and not withdrawn at least two (2) business days prior to the Providence Meeting) an Acquisition Proposal with respect to Providence and (A) (x) thereafter this Agreement is terminated\nby Valley pursuant to Section 8.1(c) without the Requisite Providence Shareholder Approval having been obtained (and all other conditions set forth in Section 7.1 and\nSection 7.3 were satisfied or were capable of

A-54

\nbeing satisfied prior to such termination), (y) thereafter this Agreement is terminated by Valley pursuant to Section 8.1(d) as a result of a willful and material breach\nor (z) thereafter this Agreement is terminated by either Valley or Providence pursuant to Section 8.1(f), and (B) prior to the date that is twelve (12) months after the date of such termination, Providence\nenters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Providence shall, on the earlier of the date it enters into such\ndefinitive agreement and the date of consummation of such transaction, pay Valley, by wire transfer of same day funds, a fee equal to $11,115,000 (the “Termination Fee”); provided, that for purposes of this\nSection 8.2(b)(i), all references in the definition of “Acquisition Proposal” to “20%” shall instead refer to “50%”.

(ii) In the event that this Agreement is terminated by Valley pursuant to\nSection 8.1(e)(i) or (ii), then Providence shall pay Valley, by wire transfer of same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (and in any\nevent, within three (3) business days thereafter).

(c) Notwithstanding anything to the contrary herein, but without limiting\nSection 8.2(d) or the right of any party to recover liabilities or damages arising out of the other party’s fraud or willful and material breach of any provision of this Agreement, in no event shall Providence be\nrequired to pay the Termination Fee on more than one occasion.

(d) Providence acknowledges that the agreements contained in this\nSection 8.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Valley would not enter into this Agreement; accordingly, if Providence fails promptly to pay the\namount due pursuant to this Section 8.2, and, in order to obtain such payment, Valley commences a suit which results in a judgment against Providence for the Termination Fee or any portion thereof, Providence shall pay the\ncosts and expenses of Valley (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if Providence fails to pay the amounts payable pursuant to this Section 8.2, then Providence\nshall pay interest on such overdue amounts (for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to\nthe “prime rate” as published in The Wall Street Journal on the date on which such payment was required to be made for the period commencing as of the date that such overdue amount was originally required to be paid. The amounts\npayable by Providence pursuant to Section 8.2(b) and this Section 8.2(d) constitute liquidated damages and not a penalty, and, except in the case of fraud or willful and material breach, shall be\nthe sole monetary remedy of Valley in the event of a termination of this Agreement specified in such applicable section and a Termination Fee is paid to Valley.

ARTICLE IX

GENERAL PROVISIONS

9.1 Nonsurvival of Representations, Warranties and Agreements. None of the representations,\nwarranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, which shall survive in accordance with its terms) shall survive the Effective Time, except for\nSection 6.7, and for those other covenants and agreements contained herein and therein which by their terms apply or are to be performed in whole or in part after the Effective Time.

9.2 Amendment. Subject to compliance with applicable law, this Agreement may be amended by the parties\nhereto at any time before or after the receipt of the Requisite Providence Shareholder Approval; provided, however, that after the receipt of the Requisite Providence Shareholder Approval, there may not be, without further approval of\nsuch shareholders of Providence, any amendment of this Agreement that requires such further approval under applicable law. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except\nby an instrument in writing signed on behalf of each of the parties hereto.

A-55

9.3 Extension; Waiver. At any time prior to the\nEffective Time, the parties hereto may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and\nwarranties of the other party contained herein or in any document delivered by the other party pursuant hereto, and (c) waive compliance with any of the agreements or satisfaction of any conditions for its benefit contained herein;\nprovided, however, that after the receipt of the Requisite Providence Shareholder Approval, there may not be, without further approval of such shareholders of Providence, any extension or waiver of this Agreement or any portion thereof\nthat requires such further approval under applicable law. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or\nwaiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

9.4 Expenses. Except as otherwise expressly provided in this Agreement, including in\nSection 8.2, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated, except that\nValley shall pay and bear the cost of (a) each regulatory filing, application, notification, registration or similar fee required to be paid by any party in connection with this Agreement and the transactions contemplated by this\nAgreement under the Securities Act, the Exchange Act, applicable banking laws and other applicable laws, and (b) any fees and expenses (excluding each party’s internal costs and fees and expenses of attorneys, accountants and financial\nand other advisors) incurred in respect of printing, filing and mailing of the Proxy Statement and S-4.

9.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly\ngiven (a) on the date of delivery if delivered personally, or if by e-mail (provided that no notice is received by the e-mail sender within twelve\n(12) hours thereafter indicating that such e-mail was undeliverable or otherwise not delivered), (b) on the first (1st) business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or one (1) business day following the date of mailing if\ndelivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to\nreceive such notice:

if to Providence, to:

Providence Financial Corporation

630 E 162nd St.

South Holland, IL 60473

Attention: Steve VanDrunen

E-mail: svandrunen@providence.bank

With a copy (which shall not constitute notice) to:

Dickinson Wright PLLC

71 S. Wacker Drive, Suite 2700

Chicago, Illinois 60606

Attention: Mark Ryerson

E-mail: MRyerson@dwlaw.com

and

if to Valley, to:

Valley National Bancorp

70 Speedwell Avenue

Morristown, NJ 07960

Attention: Ira Robbins, President and Chief Executive Officer

E-mail: irobbins@valley.com

A-56

With a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention: Matthew M. Guest

E-mail: MGuest@wlrk.com

9.6 Interpretation. The parties have participated jointly in negotiating and drafting this Agreement. In\nthe event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of\nthe authorship of any provision of this Agreement. When a reference is made in this Agreement to “Articles,” “Sections,” “Exhibits” or “Schedules,” such reference shall be to an Article or Section of\nor Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.\nWhenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “or” shall not be\nexclusive. References to “the date hereof” shall mean the date of this Agreement. As used in this Agreement, the “knowledge of Providence” means the actual knowledge of any of the officers of Providence listed on\nSection 9.6 of the Providence Disclosure Schedule, and the “knowledge of Valley” means the actual knowledge of any of the officers of Valley listed on Section 9.6 of the Valley Disclosure Schedule. As used herein, (a)\n“business day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York or Chicago, Illinois are authorized by law or executive order to be closed, (b) the term “person” means any\nindividual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization,\nGovernmental Entity or other entity of any kind or nature, (c) an “affiliate” of a specified person is any person that directly or indirectly controls, is controlled by, or is under common control with, such specified person, and\n(d) the term “made available” means any document or other information that was (i) provided by one party or its representatives to the other party and its representatives at least one business day prior to the date hereof,\n(ii) included in the virtual data room of a party at least one business day prior to the date hereof or (iii) filed by a party with the SEC and publicly available on EDGAR at least one (1) business day prior to the date hereof. The\nProvidence Disclosure Schedule and the Valley Disclosure Schedule, as well as all other schedules and all exhibits hereto, shall be deemed part of this Agreement and included in any reference to this Agreement. All references to\n“dollars” or “$” in this Agreement are to United States dollars. This Agreement shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate any\napplicable law.

9.7 Confidential Supervisory Information. Notwithstanding any other provision of this\nAgreement, no provision of this Agreement shall require or be interpreted to require, and no disclosure, representation or warranty shall be required to be made (or any other action taken) pursuant to this Agreement that would involve the disclosure\nof confidential supervisory information of a Governmental Entity by any party hereto to the extent prohibited by applicable law, and, to the extent legally permissible, appropriate substitute disclosures or actions shall be made or taken under\ncircumstances in which the limitations of this sentence apply.

9.8 Counterparts. This Agreement may\nbe executed in counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it\nbeing understood that all parties need not sign the same counterpart.

9.9 Entire Agreement. This\nAgreement (including the Providence Disclosure Schedule, Valley Disclosure Schedule and other documents and the instruments referred to herein) together with the Voting Agreements, the Offer Letters and the Confidentiality Agreement constitutes the\nentire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

A-57

9.10 Governing Law; Jurisdiction.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any applicable\nconflicts of law principles (except that matters relating to the fiduciary duties of the board of directors of Valley and Providence shall be subject to the laws of the States of New Jersey and Illinois, respectively).

(b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the\ntransactions contemplated hereby exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matters, any\nfederal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this\nAgreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts\nare an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with\nSection 9.5.

9.11 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES\nTHAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY\nRIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND\nACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUIT, ACTION OR OTHER PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER,\n(II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL\nWAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

9.12 Assignment; Third-Party Beneficiaries.\nNeither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment\nin contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Except as otherwise\nspecifically provided (x) in Section 6.7, which is intended to benefit each Providence Indemnified Party and his or her heirs and representatives, this Agreement (including the documents and instruments referred to\nherein), and (y) in Section 6.6, which is intended to benefit the persons set forth therein, is not intended to and does not confer upon any person other than the parties hereto any rights or remedies hereunder, including the right\nto rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties. Any inaccuracies in such\nrepresentations and warranties are subject to waiver by the parties hereto in accordance herewith without notice or liability to any other person. In some instances, the representations and warranties in this Agreement may represent an allocation\namong the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, persons other than the parties may not rely upon the representations and warranties in this Agreement as\ncharacterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Except as provided in Section 6.7, notwithstanding any other provision in this Agreement to the contrary, no\nconsent, approval or agreement of any third-party beneficiary will be required to amend, modify or waive any provision of this Agreement.

A-58

9.13 Specific Performance. The parties hereto agree that\nirreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties shall be entitled to specific performance of the terms of this Agreement,\nincluding an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate the Merger), in addition to any other\nremedy to which they are entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post\nsecurity or a bond as a prerequisite to obtaining equitable relief.

9.14 Severability. Whenever\npossible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid,\nillegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement\nshall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

9.15 Delivery by Electronic Transmission. This Agreement and any signed agreement or instrument entered\ninto in connection with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by e-mail delivery of a “.pdf” format data file, shall be treated in all\nmanner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument\nshall raise the use of e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or agreement or instrument was\ntransmitted or communicated through e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.

[Signature Page Follows]

A-59

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective\nofficers thereunto duly authorized as of the date first above written.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


VALLEY NATIONAL BANCORP

By:		/s/ Ira Robbins
		Name: Ira Robbins
		Title: President and Chief Executive Officer

[Signature Page to\nAgreement and Plan of Merger]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective\nofficers thereunto duly authorized as of the date first above written.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


PROVIDENCE FINANCIAL CORPORATION

By:		/s/ Steven G. Van Drunen
		Name: Steven G. Van Drunen
		Title: President & Chief Executive Officer

[Signature Page to\nAgreement and Plan of Merger]

Annex B

EXECUTION VERSION

VOTING\nAGREEMENT

VOTING AGREEMENT (this “Agreement”), dated as of August [●], 2026, by and between Valley National\nBancorp, a New Jersey corporation and registered bank holding company (“Purchaser”), and the individual or entity whose name appears in the signature block to this Agreement (the “Shareholder”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Agreement, Purchaser and Providence Financial Corporation, an Illinois\ncorporation (“Company”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or modified from time to time in accordance with its terms, the “Merger\nAgreement”), pursuant to which, among other things and subject to the terms and conditions of the Merger Agreement, Company will merge with and into Purchaser (the “Merger”), with Purchaser continuing as the surviving\nentity;

WHEREAS, as of the date hereof, the Shareholder and its Affiliates Beneficially Own the shares of Common Stock set forth on\nSchedule A (such shares, the “Existing Shares”, and such Existing Shares, together with any additional shares of Common Stock that are Beneficially Owned by the Shareholder and its Affiliates on or after the date hereof,\nthe “Covered Shares”);

WHEREAS, as a condition and inducement to Purchaser entering into the Merger Agreement,\nPurchaser has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement and abide by the covenants and obligations with respect to such Shareholder’s Covered Shares; and

WHEREAS, the board of directors of Company has adopted and approved the Merger Agreement and the transactions contemplated thereby,\nunderstanding that the execution and delivery of this Agreement by the Shareholder is a material inducement and condition to Purchaser’s willingness to enter into the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and\nintending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

VOTING

Section 1.01. Agreement to Vote.

(a) The Shareholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at any meeting of the shareholders\nof Company (whether annual or special), however called, including any adjournment or postponement thereof, such Shareholder shall, in each case to the fullest extent that the Shareholder is entitled to vote the Covered Shares thereon or consent\nthereto:

(i) appear at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for\npurposes of calculating a quorum;

(ii) vote (or cause to be voted), in person or by proxy, all of such Covered Shares\n(A) in favor of (1) in favor of any proposals for the approval and adoption of the Merger Agreement or any other proposal

B-1

\nsubmitted to Company shareholders pursuant to, or necessary or advisable for, the consummation of the transactions contemplated by the Merger Agreement and (2) any proposal to adjourn or\npostpone any meeting of the shareholders of Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of Company to a later date if there are not a quorum or sufficient votes for approval of such\nmatters on the date on which the meeting is held to vote upon any of the foregoing matters; and (B) against any Acquisition Proposal, without regard to any recommendation to the shareholders of the Company by the board of directors of Company\nconcerning such Acquisition Proposal, and against any other action, agreement or transaction involving Company or any of its Subsidiaries that would reasonably be expected to materially impede, interfere with, delay, postpone, adversely affect or\nprevent the consummation of the Merger or any other transactions contemplated by the Merger Agreement or this Agreement or the performance by Company of its obligations under the Merger Agreement or by such Shareholder of its obligations under this\nAgreement; and

(iii) not to vote or execute any written consent to rescind or amend in any manner any prior vote of\nwritten consent, as a shareholder of Company, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

(b) The Shareholder hereby agrees (i) not to commence or participate in and (ii) to take all actions necessary to opt out of, any\nclass in any class action with respect to any claim, derivative or otherwise, against Purchaser, Company or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the\nconsummation of the transactions contemplated hereby or thereby, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a breach of any fiduciary duty of\nthe board of directors of Company in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby (for the avoidance of doubt, participating in the defense of any claims made against the Shareholder and\nasserting any counterclaims in connection therewith shall not be prohibited).

(c) The obligations of the Shareholder specified in this\nSection 1.01 shall apply whether or not the Merger or any action described above are recommended by the board of directors of Company (or any committee thereof), and shall be equally applicable to any action by written\nconsent.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

The Shareholder hereby represents and warrants to Purchaser as follows:

Section 2.01. Authorization; Validity of Agreement. Such Shareholder has the requisite capacity and authority to execute and\ndeliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized (to the extent authorization is required), executed and delivered by such Shareholder and,\nassuming this Agreement constitutes a legal, valid and binding obligation of Purchaser, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as such\nenforcement may be limited by bankruptcy, insolvency, reorganization or other applicable law affecting creditor’s rights generally and subject to general principles of equity.

Section 2.02. Ownership. (a) Such Shareholder’s Existing Shares are as of the date hereof, and all of the Covered\nShares Beneficially Owned by such Shareholder as of the record date and meeting date for any meeting of Company shareholders pursuant to Section 1.01(a) will be, Beneficially Owned by such Shareholder and (b) as of the\ndate hereof such Shareholder has good and valid title to such Shareholder’s Existing Shares, free and clear of any security interest, pledge, mortgage, lien or other encumbrance, other than pursuant to this Agreement, the Merger Agreement or\nunder applicable federal or state securities laws. With respect to any outstanding Covered Shares of which the Shareholder is not the record owner, such lack of record ownership will not prevent or

B-2

\nimpair such Shareholder from complying with any obligation, agreement or covenant set forth herein. As of the date hereof, such Shareholder’s Existing Shares constitute all of the shares of\nCommon Stock (or any other voting equity interests of Company) owned of record by such Shareholder over which such Shareholder has sole voting power.

Section 2.03. No Violation. The execution and delivery of this Agreement by such Shareholder does not, and the performance by such\nShareholder of its obligations under this Agreement will not, (a) violate any Law applicable to the Shareholder or the Covered Shares; or (b) conflict with, or result in a breach or default under, any agreement or instrument or any order,\narbitration award, judgment or decree to which the Shareholder or any of its Affiliates is a party or any term or condition of any of its Affiliates’ certificate of limited partnership, partnership agreement or comparable organizational\ndocuments, as applicable.

Section 2.04. Consents and Approvals. The execution and delivery of this Agreement by such\nShareholder does not, and the performance by such Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require such Shareholder to obtain any consent, approval,\nauthorization or permit of, or to make any filing with or notification to, any Governmental Entity, other than the filings of any required reports with the SEC. No consent of such Shareholder’s spouse is necessary under any “community\nproperty” or other laws in order for Shareholder to enter into and perform his or her obligations under this Agreement.

Section 2.05. Absence of Litigation. As of the date hereof, there is no litigation, action, suit or proceeding pending or, to the\nknowledge of such Shareholder, threatened against or affecting such Shareholder and/or any of its Affiliates before or by any Governmental Entity that would reasonably be expected to impair the ability of such Shareholder to perform its obligations\nhereunder or to consummate the transactions contemplated hereby on a timely basis.

Section 2.06. Absence of Other Voting\nAgreements. None of the Covered Shares is or will be subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to voting, in each case, that is inconsistent with this Agreement. None of the Covered Shares is\nsubject to any pledge agreement pursuant to which the Shareholder does not retain sole and exclusive voting rights with respect to the Covered Shares subject to such pledge agreement at least until the occurrence of an event of default under the\nrelated debt instrument.

Section 2.07. Finder’s Fees. No investment banker, broker, finder or other intermediary is\nentitled to a fee or commission from Purchaser or Company in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder.

Section 2.08. Reliance by Purchaser. Such Shareholder understands and acknowledges that Purchaser is entering into the Merger\nAgreement in reliance upon the execution and delivery of this Agreement by such Shareholder and the representations and warranties of such Shareholder contained herein. Such Shareholder understands and acknowledges that the Merger Agreement governs\nthe terms of the Merger and the other transactions contemplated thereby.

ARTICLE III

OTHER COVENANTS

Section 3.01. Prohibition on Transfers; Other Actions. The Shareholder agrees that the Shareholder shall not,\nprior to the termination of this Agreement in accordance with Section 4.01, directly or indirectly, offer for sale, sell, short sell, transfer, tender, pledge, encumber, assign, or otherwise dispose of, or grant a\nproxy with respect to, any of the Shareholder’s Covered Shares (each a “Transfer”), or enter into any contract, option, arrangement or understanding with respect to a Transfer of the Covered Shares or enter into or acquire a\nderivative contract with respect to any of the Covered Shares. Any Transfer in violation of this Agreement shall

B-3

\nbe void ab initio. In furtherance of the foregoing, prior to the termination of this Agreement in accordance with Section 4.01, the Shareholder shall not request\nthat Company or its transfer agent register the transfer (book-entry or otherwise) of any certificate representing any of such Shareholder’s Covered Shares.Notwithstanding anything in this\nAgreement to the contrary, nothing in this Agreement shall require any action, or restrict the Shareholder, with respect to any Covered Shares that are subject to any pledge or security interest in effect as of the date hereof and previously\ndisclosed to Purchaser to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or\nsecurity interest, such Shareholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Shareholder from complying with any obligation, agreement or covenant set forth herein. The Shareholder\nhereby agrees that, prior to the termination of this Agreement in accordance with Section 4.01, the Shareholder shall not deposit any Covered Shares in a voting trust, grant any proxy or power of attorney or enter into any\nvoting agreement or similar agreement or arrangement in contravention of the obligations of the Shareholder under this Agreement with respect to any of the Covered Shares owned by the Shareholder. Notwithstanding anything contained herein to the\ncontrary, this Section 3.01 shall not prohibit (i) transfers by will or operation of law, in each case subject to the transferee being bound by this Agreement, or (ii) transfers for estate or tax planning\npurposes, in each case subject to the transferee agreeing in writing to be bound by the terms of this Agreement.

Section 3.02. No\nSolicitation; Support of Acquisition Proposals. Prior to the termination of this Agreement in accordance with Section 4.01, the Shareholder agrees that it shall not, and shall direct and use its\nreasonable best efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) initiate or solicit an Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition\nProposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal, (iv) approve or enter into any term sheet, letter of intent,\ncommitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement entered into in accordance with the\nterms of the Merger Agreement) in connection with or relating to any Acquisition Proposal, (v) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the\nSEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person, with respect to the voting of any shares of Common Stock or other capital stock of Company in connection with any vote or other action relating to any\nAcquisition Proposal, other than to recommend that the shareholders of Company vote in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby as otherwise expressly provided in this Agreement,\n(vi) approve, adopt, recommend or enter into, or publicly propose to approve, adopt, recommend or enter into, any agreement with respect to any Acquisition Proposal, or (vii) agree or propose to do any of the foregoing, in each case,\nexcept to the extent Company is permitted to do so pursuant to the terms of the Merger Agreement or to notify a Person that has made or, to the knowledge of the Shareholder, is making any inquiries with respect to, or is considering making, an\nAcquisition Proposal, of the existence of the provisions of this Section 3.02.

Section 3.03. Further\nAssurances.

Prior to the termination of this Agreement in accordance with Section 4.01, the Shareholder\nagrees that it shall take all reasonable actions and make all reasonable efforts, and execute and deliver all such further agreements, documents, certificates, instruments, proxies and voting instructions as reasonably necessary, in order to fulfill\nthe Shareholder’s agreements and obligations contemplated hereby, including the agreement to vote the Covered Shares in accordance with Section 1.01 of this Agreement.

Section 3.04. Disclosure. The Shareholder hereby authorizes Purchaser and Company to publish and disclose in any\nannouncement or disclosure required by the SEC and in the Proxy Statement and any Form S-4 filed by Purchaser in connection with the transactions contemplated by the Merger Agreement such Shareholder’s\nidentity and ownership of such Shareholder’s Covered Shares and the nature of such Shareholder’s obligations under this Agreement.

B-4

ARTICLE IV

MISCELLANEOUS

Section 4.01. Termination. This Agreement shall remain in effect until the earlier to occur of (a) the Effective Time,\n(b) the date the Merger Agreement is terminated in accordance with its terms and (c) the entry into any amendment, modification, waiver or other change to any provision of the Merger Agreement, as in effect on the date hereof, without the\nShareholder’s prior written consent, that (i) diminishes the amount or changes the form of the Merger Consideration, (ii) extends the Termination Date (other than as contemplated by the terms of the Merger Agreement as in effect on\nthe date hereof) or imposes any additional conditions or obligations that would reasonably be expected to materially impede or delay the consummation of the transactions contemplated by the Merger Agreement, or (iii) otherwise would reasonably\nbe expected to adversely affect the rights or obligations of the Shareholder in connection with the transactions contemplated by the Merger Agreement. Neither the provisions of this Section 4.01 nor the termination of this\nAgreement shall (x) relieve any party hereto from any liability to any other party arising out of or in connection with a material breach of this Agreement (including with respect to any representation, warranty or covenant contained herein)\nprior to such termination or expiration or (y) terminate the obligations under Article IV of this Agreement.

Section 4.02. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if\ndelivered personally, by e-mail transmission (provided no “error” message or other notification of non-delivery is generated), mailed by registered or\ncertified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

\n\n\n\n

(a)

if to Purchaser to:

Valley National Bancorp

70 Speedwell Avenue

Morristown, NJ 07960

Attn: Ira Robbins, President and Chief Executive Officer

Email: irobbins@valley.com

with a copy (which shall not constitute notice) to:

Valley National Bancorp

70 Speedwell Avenue

Morristown, NJ 07960

Attn: Lyndse Sloan, Senior Executive Vice President and General Counsel

Email: lsloan@valley.com

and to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention: Matthew Guest

E-mail: MGuest@wlrk.com

\n\n\n\n

(b)

if to the Shareholder, to the address set forth in Schedule A

with a copy (which shall not constitute notice) to:

Providence Financial Corporation

630 E 162nd St.

South Holland, IL 60473

Attention: Steve VanDrunen

E-mail: svandrunen@providence.bank

B-5

and

Dickinson Wright PLLC

71 S. Wacker Drive, Suite 2700

Chicago, IL 60606

Attention: Mark Ryerson

Email: mryerson@dwlaw.com

Section 4.03. Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such\nterms in the Merger Agreement. The following capitalized terms, as used in this Agreement, have the following meanings:

(a)\n“Affiliate” of a specified Person is any Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person (including as the term “control” is defined for purposes of\nthe Bank Holding Company Act of 1956); provided that, for purposes of this Agreement, in no event shall Company or any of its controlled Affiliates be deemed to be an Affiliate of such Shareholder. For purposes of this Agreement,\n“control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the\nterms “controlling” and “controlled” have correlative meanings.

(b) “Beneficial\nOwnership” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. The terms “Beneficially Own”, “Beneficially Owned” and\n“Beneficial Owner” each have a correlative meaning.

(c) “Person” means an individual, corporation\n(including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or\nother entity of any kind or nature.

(d) “Representatives” means, with respect to a Person, such Person’s\nAffiliates and its and their respective officers, directors, employees, agents and advisors.

(e) “Subsidiary” means,\nwith respect to any Person, any other Person, whether incorporated or unincorporated, (a) of which such first Person or any other Subsidiary of such first Person is a general partner or manager or (b) at least a majority of the securities\nor other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such other Person is directly or indirectly owned or controlled by such\nfirst Person or by any one or more of its Subsidiaries.

Section 4.04. Interpretation. The parties have participated\njointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall\narise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. When a reference is made in this Agreement to Articles, Sections Exhibits, or Schedules, such reference shall be to an Article or Section of or\nExhibit, or Schedule to this Agreement unless otherwise indicated. Headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words\n“include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. References to\n“the date hereof” shall mean the date of this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. This Agreement shall not be interpreted or construed to require any\nPerson to take any action, or fail to take any action, if to do so would violate any applicable law. References to any statute or regulation refer to such statute or regulation as amended, modified, supplemented or replaced from time to time\n(and, in the case of statutes, include any rules and regulations promulgated under the statute) and references to any section of any statute or regulation include any successor to such section.

B-6

Section 4.05. Counterparts. This Agreement may be executed in\ncounterparts all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the\nsame counterpart.

Section 4.06. Entire Agreement. This Agreement and, to the extent referenced herein, the Merger\nAgreement, together with the several agreements and other documents and instruments referred to herein or therein or attached hereto or thereto, constitute the entire agreement among the parties and supersede all prior agreements and understandings,\nboth written and oral, among the parties with respect to the subject matter hereof and thereof.

Section 4.07. Governing Law;\nConsent to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the laws of\nthe State of Delaware, without regard to any applicable conflicts of law principles.

(b) Each party agrees that it will bring any action\nor proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware or, if the\nDelaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, solely in connection with\nclaims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or\nproceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or\nproceeding will be effective if notice is given in accordance with Section 4.02.

(c) EACH PARTY ACKNOWLEDGES\nAND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF\nINSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH\nPARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,\n(II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL\nWAIVERS AND CERTIFICATIONS IN THIS SECTION 4.07(c).

Section 4.08. Amendment; Waiver. This Agreement may not be\namended except by an instrument in writing signed by Purchaser and the Shareholder. Each party may waive any right of such party hereunder by an instrument in writing signed by such party and delivered to the other parties, but such waiver shall not\noperate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 4.09. Remedies. The\nparties hereto agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur if any provision of this Agreement were not performed in accordance with the terms hereof and, accordingly,\nthat the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and\nprovisions hereof, in

B-7

\naddition to any other remedy to which they are entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law\nwould be adequate and (b) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.

Section 4.10. Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted\nin such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,\nsuch invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal\nor unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

Section 4.11. Delivery\nby Facsimile or Electronic Transmission. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of\na facsimile machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same\nbinding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail delivery\nof a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.

Section 4.12. Successors and Assigns; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or\nobligations contained herein shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment in contravention hereof shall be null and void.\nSubject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Section 4.13. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring\nsuch cost or expense.

Section 4.14. Capacity as a Shareholder. This Agreement shall apply to the Shareholder solely in such\nShareholder’s capacity as a shareholder of Company and shall not apply in any manner to the Shareholder or any family member of such Shareholder in any capacity as a director or officer of Company or its Subsidiaries or in any other capacity\n(and shall not limit or affect any actions taken by such Shareholder or any family member of such Shareholder in the capacity of director or officer of Company or its Subsidiaries, and no such action taken by such Shareholder or any family member of\nsuch Shareholder in the capacity of director or officer of Company or its Subsidiaries shall be deemed to constitute a breach of this Agreement).

Section 4.15 No Ownership; Control. Nothing contained in this Agreement shall be deemed to vest in Purchaser any direct or\nindirect ownership or incidence of ownership of or with respect to any of the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain and belong to Shareholder and Purchaser shall have no power\nor authority to direct Shareholder in the voting of any of the Covered Shares or the performance by Shareholder of its duties or responsibilities as a shareholder of Company, except as otherwise provided in this Agreement. For the avoidance of\ndoubt, this is a voting agreement only, and is not to be interpreted as a written consent to the transactions contemplated by the Merger Agreement or as granting Purchaser a proxy to vote the Covered Shares subject to this Agreement. Subject to any\nspecific provisions of this Agreement, it is the intent of the parties to this Agreement that Purchaser by reason of this Agreement shall not be deemed (until consummation of the transactions contemplated by the Merger Agreement)\n

B-8

\nto control, directly or indirectly, Company or its Subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies\nof Company or its Subsidiaries.

[Remainder of this page intentionally left blank]

B-9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed (where\napplicable, by their respective officers or other authorized Person thereunto duly authorized) as of the date first written above.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


VALLEY NATIONAL BANCORP

By:
		Name:
		Title:

[SIGNATURE\nPAGE TO VOTING AGREEMENT]

\n\n\n\n\n\n\n\n\n\n\n\n

[Shareholder]

[SIGNATURE\nPAGE TO VOTING AGREEMENT]

Schedule A

[●]

A-1

Annex C

\n\n\n $\"LOGO\"$ \n

August 24, 2026

The Board of Directors

Providence Financial Corporation

630 East 162^nd Street

South Holland, IL 60473

Members of the Board:

You have requested the opinion of Keefe, Bruyette & Woods, Inc. (“KBW” or “we”) as investment bankers as to\nthe fairness, from a financial point of view, to the common shareholders of Providence Financial Corporation (“Providence”) of the Merger Consideration (as defined below) to be received by such shareholders in the proposed merger of\nProvidence with and into Valley National Bancorp (“Valley”), (such merger, the “Merger”), pursuant to the Agreement and Plan of Merger (the “Agreement”) to be entered into by and between Valley and Providence.\nPursuant to the Agreement and subject to the terms, conditions and limitations set forth therein, at the Effective Time (as defined in the Agreement), by virtue of the Merger and without any action on the part of Valley, Providence or the holder of\nany of the securities of either of the foregoing, each share of common stock, par value $1.00 per share, of Providence (“Providence Common Stock”) issued and outstanding immediately prior to the Effective Time, except for shares of\nProvidence Common Stock owned by Providence as treasury stock or otherwise owned by Providence or Valley (in each case other than the Exception Shares (as defined in the Agreement)) and Dissenting Shares (as defined in the Agreement), shall be\nconverted into the right to receive: (i) $21.47 in cash (the “Cash Consideration”) and (ii) 4.3854 shares of common stock, no par value per share, of Valley (“Valley Common Stock” and, such number of shares of Valley Common\nStock, the “Stock Consideration”). The Cash Consideration and the Stock Consideration, taken together, are referred to herein as the “Merger Consideration.” The terms and conditions of the Merger are more fully set forth in\nthe Agreement.

The Agreement also provides that, immediately following the Effective Time, Providence Bank & Trust, a\nwholly-owned subsidiary of Providence, will merge with and into Valley National Bank, a wholly-owned subsidiary of Valley (such merger, the “Bank Merger”), pursuant to a separate bank merger agreement.

KBW has acted as financial advisor to Providence and not as an advisor to or agent of any other person. As part of our investment banking\nbusiness, we are continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations\nfor various other purposes. As specialists in the securities of banking companies, we have experience in, and knowledge of, the valuation of banking enterprises. We and our affiliates, in the ordinary course of our and their broker-dealer\nbusinesses, may from time to time purchase securities from, and sell securities to, Providence and Valley. In addition, as market makers in securities, we and our affiliates may from time to time have a long or short position in, and buy or sell,\ndebt or equity securities of Valley for our and their own respective accounts and for the accounts of our and their respective customers and clients. We have acted exclusively for the board of directors of Providence (the “Board”) in\nrendering this opinion and will receive a fee from Providence for our services. A portion of our fee is payable upon the rendering of this

Keefe, Bruyette & Woods, A Stifel Company

www.kbw.com

C-1

The Board of Directors – Providence Financial Corporation

August 24, 2026

Page\n 2\n of 5

\nopinion and a significant portion is contingent upon the successful completion of the Merger. In addition, Providence has agreed to indemnify us for certain liabilities arising out of our\nengagement.

Other than in connection with this present engagement, in the past two years, KBW has not provided investment banking or\nfinancial advisory services to Providence. In the past two years, KBW has provided investment banking and financial advisory services to Valley and received compensation for such services. KBW acted as left bookrunning manager to Valley in\nconnection with Valley’s May 2026 offering of subordinated notes. We may in the future provide investment banking and financial advisory services to Providence or Valley and receive compensation for such services.

In connection with this opinion, we have reviewed, analyzed and relied upon material bearing upon the financial and operating condition of\nProvidence and Valley and bearing upon the Merger, including among other things, the following: (i) a draft of the Agreement dated August 24, 2026 (the most recent draft made available to us); (ii) the audited financial statements for the\nthree fiscal years ended December 31, 2025 of Providence; (iii) the unaudited financial statements for the fiscal quarters ended March 31, 2026 and June 30, 2026 of Providence; (iv) the audited financial statements and the\nAnnual Reports on Form 10-K for the three fiscal years ended December 31, 2025 of Valley; (v) the unaudited quarterly financial statements and the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2026 and June 30, 2026 of Valley; (vi) certain regulatory filings of Providence and Valley and their respective subsidiaries, including, as applicable, the\nquarterly reports on Form FR Y-9C and call reports filed with respect to each quarter during the three year period ended December 31, 2025 and the quarters ended March 31, 2026 and June 30,\n2026; (vii) certain other interim reports and other communications of Providence and Valley provided to their respective shareholders; and (viii) other financial information concerning the businesses and operations of Providence and Valley\nfurnished to us by Providence and Valley or which we were otherwise directed to use for purposes of our analyses. Our consideration of financial information and other factors that we deemed appropriate under the circumstances or relevant to our\nanalyses included, among others, the following: (i) the historical and current financial position and results of operations of Providence and Valley; (ii) the assets and liabilities of Providence and Valley; (iii) the nature and terms\nof certain other merger transactions and business combinations in the banking industry; (iv) a comparison of certain financial information for Providence and certain financial and stock market information for Valley with similar information for\ncertain other companies, the securities of which are publicly traded; (v) financial and operating forecasts and projections of Providence that were prepared by Providence management, provided to and discussed with us by such management, and\nused and relied upon by us at the direction of such management and with the consent of the Board; and (vi) publicly available consensus “street estimates” of Valley, as well as assumed Valley long-term growth rates that were\nprovided to us by Providence management, all of which information was discussed with us by Valley management and used and relied upon by us based on such discussions, at the direction of Providence management and with the consent of the Board. We\nhave also performed such other studies and analyses as we considered appropriate and have taken into account our assessment of general economic, market and financial conditions and our experience in other transactions, as well as our experience in\nsecurities valuation and knowledge of the banking industry generally. We have also participated in discussions held by the managements of Providence and Valley regarding the past and current business operations, regulatory relations, financial\ncondition and future prospects of their respective companies and such other matters as we have deemed relevant to our inquiry. In addition, we have considered the results of the efforts undertaken by Providence, with our assistance, to solicit\nindications of interest from third parties regarding a potential transaction with Providence.

In conducting our review and arriving at\nour opinion, we have relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with us or that was publicly available and we have not independently verified the accuracy or\ncompleteness of any such information

C-2

The Board of Directors – Providence Financial Corporation

August 24, 2026

Page\n 3\n of 5

\nor assumed any responsibility or liability for such verification, accuracy or completeness. We have relied upon the management of Providence as to the reasonableness and achievability of the\nfinancial and operating forecasts and projections of Providence referred to above (and the assumptions and bases therefor), and we have assumed that such forecasts and projections have been reasonably prepared and represent the best currently\navailable estimates and judgments of such management and that such forecasts and projections will be realized in the amounts and in the time periods currently estimated by such management. We have further relied, with the consent of Providence, upon\nValley management as to the reasonableness and achievability of the publicly available consensus “street estimates” of Valley and the assumed Valley long-term growth rates, all as referred to above (and the assumptions and bases for all\nsuch information), and we have assumed that all such information represents, reasonable estimates and that the forecasts and projections reflected in such information will be realized in the amounts and in the time periods currently estimated.

It is understood that the portion of the foregoing financial information of Providence and Valley that was provided to us was not prepared\nwith the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of Valley referred to above, is based on numerous variables and assumptions that\nare inherently uncertain and, accordingly, actual results could vary significantly from those set forth in such information. We have assumed, based on discussions with the managements of Providence and Valley and with the consent of the Board, that\nall such information provides a reasonable basis upon which we can form our opinion and we express no view as to any such information or the assumptions or bases therefor. We have relied on all such information without independent verification or\nanalysis and do not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

We also assumed that\nthere have been no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Providence or Valley since the date of the last financial statements of each such entity that were made\navailable to us. We are not experts in the independent verification of the adequacy of allowances for credit losses and we have assumed, without independent verification and with your consent, that the aggregate allowances for credit losses for each\nof Providence and Valley are adequate to cover such losses. In rendering our opinion, we have not made or obtained any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Providence or\nValley, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor have we examined any individual loan or credit files, nor did we evaluate the solvency, financial capability or fair value of Providence\nor Valley under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. We have made note of the classification by Providence and Valley of their respective loans and owned securities as either held to\nmaturity or held for investment, on the one hand, or available or held for sale, on the other hand, and have also reviewed reported fair value marks-to-market and other\nreported valuation information, if any, relating to such loans or owned securities contained in the parties’ respective financial statements, but we express no view as to any such matters. Estimates of values of companies and assets do not\npurport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as our view of the actual value of any companies or assets.\n

We have assumed, in all respects material to our analyses, the following: (i) that the Merger and any related transactions\n(including, without limitation, the Bank Merger) will be completed substantially in accordance with the terms set forth in the Agreement (the final terms of which we have assumed will not differ in any respect material to our analyses from the draft\nreviewed by us and referred to above), with no adjustments to the Merger Consideration and no other consideration or payments in respect of Providence Common Stock; (ii) that the representations and warranties of each party in the Agreement and\nin all related documents and instruments referred to in the Agreement are true and correct; (iii) that each party to the Agreement and all related documents

C-3

The Board of Directors – Providence Financial Corporation

August 24, 2026

Page\n 4\n of 5

\nwill perform all of the covenants and agreements required to be performed by such party under such documents; (iv) that there are no factors that would delay or subject to any adverse\nconditions, any necessary regulatory or governmental approval for the Merger or any related transactions and that all conditions to the completion of the Merger and any related transactions will be satisfied without any waivers or modifications to\nthe Agreement or any of the related documents; and (v) that in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the Merger and any related transactions, no restrictions, including any divestiture\nrequirements, termination or other payments or amendments or modifications, will be imposed that will have a material adverse effect on the future results of operations or financial condition of Providence, Valley or the pro forma entity, or the\ncontemplated benefits of the Merger. We have assumed that the Merger will be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all\nother applicable federal and state statutes, rules and regulations. We have further been advised by representatives of Providence that Providence has relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal,\nfinancial reporting, tax, accounting and regulatory matters with respect to Providence, Valley, the Merger and any related transactions, and the Agreement. KBW has not provided advice with respect to any such matters.

This opinion addresses only the fairness, from a financial point of view, as of the date hereof, of the Merger Consideration to the holders of\nProvidence Common Stock. We express no view or opinion as to any other terms or aspects of the Merger or any term or aspect of any related transactions (including the Bank Merger or the redemption by Providence of the outstanding preferred stock of\nProvidence immediately prior to the Effective Time), including without limitation, the form or structure of the Merger or any such related transactions (including the form or structure of the Merger Consideration or the allocation thereof between\ncash and stock), the treatment of the outstanding preferred stock of Providence in connection with the Merger, any consequences of the Merger or any such related transactions to Providence, its shareholders, creditors or otherwise, or any terms,\naspects, merits or implications of any employment, consulting, voting, support, shareholder, charitable foundation or other agreements, arrangements or understandings contemplated or entered into in connection with the Merger or otherwise. Our\nopinion is necessarily based upon conditions as they exist and can be evaluated on the date hereof and the information made available to us through the date hereof. There is currently significant volatility in the stock and other financial markets\narising from global tensions and political division, economic uncertainty, recently announced actual or threatened imposition of tariff increases, inflation, and prolonged higher interest rates. It is understood that subsequent developments may\naffect the conclusion reached in this opinion and that KBW does not have an obligation to update, revise or reaffirm this opinion. Our opinion does not address, and we express no view or opinion with respect to, (i) the underlying business\ndecision of Providence to engage in the Merger or any related transactions or enter into the Agreement; (ii) the relative merits of the Merger or any related transactions as compared to any strategic alternatives that are, have been or may be\navailable to or contemplated by Providence or the Board; (iii) the fairness of the amount or nature of any compensation to any of Providence’s officers, directors or employees, or any class of such persons, relative to the compensation to\nthe holders of Providence Common Stock; (iv) the effect of the Merger or any related transactions on, or the fairness of the consideration to be received by, holders of any class of securities of Providence (other than holders of Providence\nCommon Stock solely with respect to the Merger Consideration (as described herein) and not relative to the consideration to be received by holders of any class of preferred stock or other class of securities) or holders of any class of securities of\nValley or any other party to any transaction contemplated by the Agreement; (v) whether Valley has sufficient cash, available lines of credit or other sources of funds to enable it to pay the aggregate Cash Consideration to the holders of\nProvidence Common Stock at the closing of the Merger; (vi) the actual value of Valley Common Stock to be issued in the Merger; (vii) the prices, trading range or volume at which Valley Common Stock will trade following the public\nannouncement of the Merger or the consummation of the Merger; (viii) any advice or opinions provided by any other advisor to any of the parties to the Merger or any other transaction contemplated by the Agreement; or (ix) any legal,\nregulatory,

C-4

The Board of Directors – Providence Financial Corporation

August 24, 2026

Page\n 5\n of 5

\naccounting, tax or similar matters relating to Providence, Valley, their respective shareholders, or relating to or arising out of or as a consequence of the Merger or any related transactions\n(including the Bank Merger), including whether or not the Merger will qualify as a tax-free reorganization for United States federal income tax purposes.

This opinion is for the information of, and is directed to, the Board (in its capacity as such) in connection with its consideration of the\nfinancial terms of the Merger. This opinion does not constitute a recommendation to the Board as to how it should vote on the Merger, or to any holder of Providence Common Stock or any shareholder of any other entity as to how to vote or act in\nconnection with the Merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, support, or shareholders’ agreement with respect to the Merger or exercise any\ndissenters’ or appraisal rights that may be available to such shareholder.

This opinion has been reviewed and approved by our\nFairness Opinion Committee in conformity with our policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Merger Consideration is fair, from a financial\npoint of view, to the holders of Providence Common Stock.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Very truly yours,

\n\n\n $\"LOGO\"$ \n

Keefe, Bruyette & Woods, Inc.

C-5

Annex D

ILLINOIS BUSINESS CORPORATION ACT OF 1983

ARTICLE 11. MERGER AND CONSOLIDATION – DISSENTERS’ RIGHTS

SECTIONS 11.65 AND 11.70

5/11.65.\nRIGHT TO DISSENT.

§ 11.65. Right to dissent.

\n\n\n

(a)	A shareholder of a corporation is entitled to dissent from, and obtain payment for his or her shares in the\nevent of any of the following corporate actions:

\n\n\n\n

(1)

consummation of a plan of merger or consolidation or a plan of share exchange to which the corporation is a\nparty if (i) shareholder authorization is required for the merger or consolidation or the share exchange by Section 11.20 or the articles of incorporation or (ii) the corporation is a subsidiary that is merged with its parent or\nanother subsidiary under Section 11.30;

\n\n\n\n

(2)

consummation of a sale, lease or exchange of all, or substantially all, of the property and assets of the\ncorporation other than in the usual and regular course of business;

\n\n\n\n

(3)

an amendment of the articles of incorporation that materially and adversely affects rights in respect of a\ndissenter’s shares because it:

\n\n\n\n

(i)

alters or abolishes a preferential right of such shares;

\n\n\n\n

(ii)

alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the\nredemption or repurchase, of such shares;

\n\n\n\n

(iii)

in the case of a corporation incorporated prior to January 1, 1982, limits or eliminates cumulative voting\nrights with respect to such shares; or

\n\n\n\n

(4)

any other corporate action taken pursuant to a shareholder vote if the articles of incorporation, by-laws, or a resolution of the board of directors provide that shareholders are entitled to dissent and obtain payment for their shares in accordance with the procedures set forth in Section 11.70 or as may be\notherwise provided in the articles, by-laws or resolution.

\n\n\n

(b)

A shareholder entitled to dissent and obtain payment for his or her shares under this Section may not challenge\nthe corporate action creating his or her entitlement unless the action is fraudulent with respect to the shareholder or the corporation or constitutes a breach of a fiduciary duty owed to the shareholder.

\n\n\n

(c)

A record owner of shares may assert dissenters’ rights as to fewer than all the shares recorded in such\nperson’s name only if such person dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf the record owner asserts\ndissenters’ rights. The rights of a partial dissenter are determined as if the shares as to which dissent is made and the other shares recorded in the names of different shareholders. A beneficial owner of shares who is not the record owner\nmay assert dissenters’ rights as to shares held on such person’s behalf only if the beneficial owner submits to the corporation the record owner’s written consent to the dissent before or at the same time the beneficial owner\nasserts dissenters’ rights. (Last amended by P.A. 85-1269, L. ‘88, eff. 1-1-89.)

5/11.70. PROCEDURE TO DISSENT.

§ 11.70.\nProcedure to dissent.

\n\n\n

(a)

If the corporate action giving rise to the right to dissent is to be approved at a meeting of shareholders, the\nnotice of meeting shall inform the shareholders of their right to dissent and the procedure to dissent. If, prior to the meeting, the corporation furnishes to the shareholders material information with respect to the\n

D-1

\n\n\n

\ntransaction that will objectively enable a shareholder to vote on the transaction and to determine whether or not to exercise dissenters’ rights, a shareholder may assert dissenters’\nrights only if the shareholder delivers to the corporation before the vote is taken a written demand for payment for his or her shares if the proposed action is consummated, and the shareholder does not vote in favor of the proposed action.\n

\n\n\n

(b)

If the corporate action giving rise to the right to dissent is not to be approved at a meeting of shareholders,\nthe notice to shareholders describing the action taken under section 11.30 or section 7.10 shall inform the shareholders of their right to dissent and the procedure to dissent. If, prior to or concurrently with the notice, the corporation furnishes\nto the shareholders material information with respect to the transaction that will objectively enable a shareholder to determine whether or not to exercise dissenters’ rights, a shareholder may assert dissenter’s rights only if he or she\ndelivers to the corporation within 30 days from the date of mailing the notice a written demand for payment for his or her shares.

\n\n\n

(c)

Within 10 days after the date on which the corporate action giving rise to the right to dissent is effective or\n30 days after the shareholder delivers to the corporation the written demand for payment, whichever is later, the corporation shall send each shareholder who has delivered a written demand for payment a statement setting forth the opinion of the\ncorporation as to the estimated fair value of the shares, the corporation’s latest balance sheet as of the end of a fiscal year ending not earlier than 16 months before the delivery of the statement, together with the statement of income for\nthat year and the latest available interim financial statements, and either a commitment to pay for the shares of the dissenting shareholder at the estimated fair value thereof upon transmittal to the corporation of the certificate or certificates,\nor other evidence of ownership, with respect to the shares, or instructions to the dissenting shareholder to sell his or her shares within 10 days after delivery of the corporation’s statement to the shareholder. The corporation may instruct\nthe shareholder to sell only if there is a public market for the shares at which the shares may be readily sold. If the shareholder does not sell within that 10 day period after being so instructed by the corporation, for purposes of this Section\nthe shareholder shall be deemed to have sold his or her shares at the average closing price of the shares, if listed on a national exchange, or the average of the bid and asked price with respect to the shares quoted by a principal market maker, if\nnot listed on a national exchange, during that 10 day period.

\n\n\n

(d)

A shareholder who makes written demand for payment under this Section retains all other rights of a shareholder\nuntil those rights are cancelled or modified by the consummation of the proposed corporate action. Upon consummation of that action, the corporation shall pay to each dissenter who transmits to the corporation the certificate or other evidence of\nownership of the shares the amount the corporation estimates to be the fair value of the shares, plus accrued interest, accompanied by a written explanation of how the interest was calculated.

\n\n\n

(e)

If the shareholder does not agree with the opinion of the corporation as to the estimated fair value of the\nshares or the amount of interest due, the shareholder, within 30 days from the delivery of the corporation’s statement of value, shall notify the corporation in writing of the shareholder’s estimated fair value and amount of interest due\nand demand payment for the difference between the shareholder’s estimate of fair value and interest due and the amount of the payment by the corporation or the proceeds of sale by the shareholder, whichever is applicable because of the\nprocedure for which the corporation opted pursuant to subsection (c).

\n\n\n

(f)

If, within 60 days from delivery to the corporation of the shareholder notification of estimate of fair value\nof the shares and interest due, the corporation and the dissenting shareholder have not agreed in writing upon the fair value of the shares and interest due, the corporation shall either pay the difference in value demanded by the shareholder, with\ninterest, or file a petition in the circuit court of the county in which either the registered office or the principal office of the corporation is located, requesting the court to determine the fair value of the shares and interest due. The\ncorporation shall make all dissenters, whether or not residents of this State, whose demands remain unsettled parties to the proceeding as an action against their shares and all parties shall be served with a copy of the petition. Nonresidents may\nbe served by registered or certified mail or by publication as provided by law. Failure of the corporation to commence an

D-2

\n\n\n

\naction pursuant to this Section shall not limit or affect the right of the dissenting shareholders to otherwise commence an action as permitted by law.

\n\n\n

(g)

The jurisdiction of the court in which the proceeding is commenced under subsection (f) by a corporation\nis plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to\nit.

\n\n\n

(h)	Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the\ncourt finds that the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation or the proceeds of sale by the shareholder, whichever amount is applicable.

\n\n\n

(i)

The court, in a proceeding commenced under subsection (f), shall determine all costs of the proceeding,\nincluding the reasonable compensation and expenses of the appraisers, if any, appointed by the court under subsection (g), but shall exclude the fees and expenses of counsel and experts for the respective parties. If the fair value of the shares as\ndetermined by the court materially exceeds the amount which the corporation estimated to be the fair value of the shares or if no estimate was made in accordance with subsection (c), then all or any part of the costs may be assessed against the\ncorporation. If the amount which any dissenter estimated to be the fair value of the shares materially exceeds the fair value of the shares as determined by the court, then all or any part of the costs may be assessed against that dissenter. The\ncourt may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable, as follows:

\n\n\n\n

(1)

Against the corporation and in favor of any or all dissenters if the court finds that the corporation did not\nsubstantially comply with the requirements of subsections (a), (b), (c), (d), or (f).

\n\n\n\n

(2)

Against either the corporation or a dissenter and in favor of any other party if the court finds that the party\nagainst whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Section.

If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that\nthe fees for those services should not be assessed against the corporation, the court may award to that counsel reasonable fees to be paid out of the amounts awarded to the dissenters who are benefited. Except as otherwise provided in this Section,\nthe practice, procedure, judgment and costs shall be governed by the Code of Civil Procedure.

\n\n\n

(j)	As used in this Section:

\n\n\n\n

(1)

“Fair value”, with respect to a dissenter’s shares, means the proportionate interest of the\nshareholder in the corporation, without discount for minority status or, absent extraordinary circumstance, lack of marketability, immediately before the consummation of the corporate action to which the dissenter objects excluding any appreciation\nor depreciation in anticipation of the corporate action, unless exclusion would be inequitable.

\n\n\n\n

(2)

“Interest” means interest from the effective date of the corporate action until the date of\npayment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. (Last amended by P.A. 94-889, L.\n‘06, eff. 1-1-07.)

D-3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

\n\n\n

Item 20.

Indemnification of Directors and Officers

Article VI of the Valley articles provides that Valley must indemnify its present and former officers, directors, employees and agents and\npersons serving at its request against expenses, including attorney’s fees, judgments, fines or amounts paid in settlement, incurred in connection with any pending or threatened action, suit or proceeding, whether civil, criminal,\nadministrative or investigative, to the full extent permitted by the NJBCA. Article VI also provides that such indemnification will not exclude any other rights to indemnification to which a person may otherwise be entitled, and authorizes Valley to\npurchase and maintain insurance on behalf of any of the persons enumerated against any liability asserted against such person and incurred by such person in any such capacity, arising out of his or her status as such, whether or not Valley would\nhave the power to indemnify him under the provisions of Article VI.

Section 3-5 of the NJBCA\nempowers a corporation to indemnify a corporate agent against his expenses and liabilities incurred in connection with any proceeding (other than a derivative lawsuit) involving the corporate agent by reason of his being or having been a corporate\nagent, other than in a derivative action, if (a) the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and (b) with respect to any criminal proceeding, the\ncorporate agent had no reasonable cause to believe his conduct was unlawful. For purposes of the NJBCA, the term “corporate agent” includes any present or former director, officer, employee or agent of the corporation, or of any\nconstituent corporation absorbed by the corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at the request of the corporation, or of any such\nconstituent corporation, or the legal representative of any such director, officer, trustee, employee or agent.

With respect to any\nderivative action, the corporation is empowered to indemnify a corporate agent against his expenses (but not his liabilities) incurred in connection with any proceeding involving the corporate agent by reason of his being or having been a corporate\nagent if the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, only the New Jersey Superior Court or the court in which the proceeding was brought can empower\na corporation to indemnify a corporate agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable to the corporation.

The corporation may indemnify a corporate agent in a specific case if a determination is made by any of the following that the applicable\nstandard of conduct was met: (i) the board of directors, or a committee thereof, acting by a majority vote of a quorum consisting of disinterested directors; (ii) by independent legal counsel, if there is not a quorum of disinterested\ndirectors or if the disinterested quorum empowers counsel to make the determination; or (iii) by the shareholders.

A corporate agent\nis entitled to mandatory indemnification to the extent that the agent is successful on the merits or otherwise in any proceeding, or in defense of any claim, issue or matter in the proceeding. If a corporation fails or refuses to indemnify a\ncorporate agent, whether the indemnification is permissive or mandatory, the agent may apply to a court to grant him the requested indemnification. In advance of the final disposition of a proceeding, the corporation may pay an agent’s\nexpenses if the agent agrees to repay the expenses if it is ultimately determined that the agent is not entitled to indemnification.

As\npermitted by Section 2-7(3) of the NJBCA, Article VII of the Valley articles provides:

A\ndirector or officer of the corporation will not be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders, except that this provision will not relieve a director or\nofficer from liability for any breach of duty based upon an act or omission (i) in breach of

II-1

\nsuch person’s duty of loyalty to the corporation or its shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person\nof an improper personal benefit. If the NJBCA is amended after approval by the shareholders of this provision to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a\ndirector and/or officer of the corporation will be eliminated or limited to the fullest extent permitted by the NJBCA as so amended.

Any\nrepeal or modification of the foregoing paragraph by the shareholders of the corporation or otherwise will not adversely affect any right or protection of a director or officer of the corporation existing at the time of such repeal or modification.\n

The NJBCA, as it affects exculpation, has not changed since the adoption of this provision by Valley in 1987.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling\nthe registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

\n\n\n

Item 21.

Exhibits and Financial Statement Schedules

(a) The following exhibits are filed herewith or incorporated herein by reference:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Exhibit No.		Description
2.1†		Agreement and Plan of Merger, dated as of August \n24, 2026, by and between Valley National Bancorp and Providence Financial Corporation (attached as Annex A to the proxy statement/prospectus forming a part of this Registration Statement).

3.1		Restated Certificate of Incorporation of Valley National Bancorp (incorporated by reference to Exhibit 3.1 of Valley National Bancorp’s\n Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2020).

3.2		Certificate of Amendment to the Restated Certificate of Incorporation of Valley National Bancorp (incorporated by reference to Exhibit 3.1 of Valley\n National Bancorp’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2024).

3.3		By-Laws of Valley National Bancorp, as amended and restated (incorporated by reference to Exhibit 3.1 of Valley\n National Bancorp’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2018).

4.1		Description of Valley National Bancorp’s capital stock (incorporated by reference to Exhibit \n4D of Valley National Bancorp’s Annual Report on Form 10-K filed on February 27, 2026).

5.1		Opinion of Day Pitney LLP as to validity of the securities being registered.*

8.1		Opinion of Wachtell, Lipton, Rosen & Katz regarding certain U.S. income tax aspects of the merger.*

8.2		Opinion of Dickinson Wright PLLC regarding certain U.S. income tax aspects of the merger.*

23.1		Consent of KPMG LLP.

23.2		Consent of Day Pitney LLP (included as part of the opinion filed as Exhibit 5.1).*

23.3		Consent of Wachtell, Lipton, Rosen & Katz (included as part of its opinion filed as Exhibit 8.1).*

23.4		Consent of Dickinson Wright PLLC (included as part of its opinion filed as Exhibit 8.2).*

II-2

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Exhibit No.		Description

24.1		Powers of Attorney of Directors and Officers of Valley National Bancorp (included on the signature page of this Registration Statement and incorporated herein by reference).

99.1		Form of Proxy of Providence Financial Corporation.*

99.2		Consent of Keefe, Bruyette & Woods, Inc.

107		Filing Fee Table.

\n\n\n

*	To be filed by amendment.

\n\n\n

†

Certain schedules and exhibits have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that Valley National Bancorp may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

\n\n\n

Item 22.

Undertakings

The undersigned Registrant hereby undertakes:

\n\n\n\n

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this\nregistration statement:

\n\n\n\n

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;\n

\n\n\n\n

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement\n(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in\nvolume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus\nfiled with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table\nin the effective registration statement; and

\n\n\n\n

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the\nregistration statement or any material change to such information in the registration statement.

\n\n\n\n

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective\namendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

\n\n\n\n

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which\nremain unsold at the termination of the offering.

\n\n\n\n

(4)

That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any\npurchaser in the initial distribution of securities, in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if\nthe securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:\n(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the\nundersigned Registrant or used or referred to by the undersigned Registrant; (iii) the portion of any

II-3

\n\n\n

\nother free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant;\nand (iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

\n\n\n\n

(5)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the\nRegistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the\nSecurities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall\nbe deemed to be the initial bona fide offering thereof.

\n\n\n\n

(6)

That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is\na part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable\nregistration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

\n\n\n\n

(7)

That every prospectus (i) that is filed pursuant to paragraph (5) immediately preceding, or\n(ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration\nstatement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to\nthe securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

\n\n\n\n

(8)

To respond to requests for information that is incorporated by reference into this prospectus pursuant to Items\n4, 10(b), 11, or 13 of this form, within one (1) business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; this includes information contained in documents filed\nsubsequent to the effective date of this registration statement through the date of responding to the request.

\n\n\n\n

(9)

To supply by means of a post-effective amendment all information concerning a transaction, and the company\nbeing acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

\n\n\n\n

(10)

Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors,\nofficers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as\nexpressed in the Securities Act of 1933 and is therefore unenforceable. In the event a claim of indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling\nperson of the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its\ncounsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by\nthe final adjudication of such issue.

II-4

SIGNATURES

VALLEY NATIONAL BANCORP

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



By:		/s/ Ira Robbins
		Name: Ira Robbins
		Title: Chairman of the Board, President & Chief Executive Officer

BE IT KNOWN BY THESE PRESENT: Each of the undersigned directors and officers has made, constituted, and\nappointed, and does hereby make, constitute, and appoint Ira Robbins, Travis Lan and Lyndsey Sloan, and each of them, with full power of substitution, his or her true and lawful\nattorneys-in-fact, for him or her and in his or her name, place and stead to affix his or her signature as director or officer or both, as the case may be, of the\nregistrant, to any and all registration statements and amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, relating to the registration under the\nSecurities Act of 1933 of the shares of common stock, no par value, and preferred stock, no par value, of Valley National Bancorp issuable in connection with the merger of Valley National Bancorp and Providence Financial Corporation, and to file\nwith the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to\nbe done in the premises, as fully as he or she might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do\nor cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been\nsigned by the following persons in the capacities indicated on October 21, 2026.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Signature		Title

/s/ Ira Robbins \n (Ira Robbins)		Chairman of the Board, President & Chief Executive Officer and\nDirector (Principal Executive Officer)

/s/ Travis Lan \n (Travis Lan)		Senior Executive Vice President & Chief Financial Officer \n (Principal Financial Officer)

/s/ Mitchell L. Crandell \n (Mitchell L. Crandell)		Executive Vice President, Chief Accounting Officer \n (Principal Accounting Officer)

/s/ Eyal Efrat \n (Eyal Efrat)		Director

/s/ Peter V. Maio \n (Peter V. Maio)		Director

/s/ Kathleen C. Perrott \n (Kathleen C. Perrott)		Director

/s/ Nitzan Sandor \n (Nitzan Sandor)		Director

II-5

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Signature		Title

/s/ Suresh L. Sani \n (Suresh L. Sani)		Director

/s/ Lisa J. Schultz \n (Lisa J. Schultz)		Director

/s/ Jennifer W. Steans \n (Jennifer W. Steans)		Director

/s/ Carlos J. Vázquez \n (Carlos J. Vázquez)		Director

/s/ Jeffrey S. Wilks \n (Jeffrey S. Wilks)		Director

/s/ Dr. Sidney S. Williams, Jr. \n (Dr. Sidney S. Williams, Jr.)		Director

II-6

","original","zhKind","translation","complete",false,"VLY","公司与财报","并购","aihot","/items/yzqtb3e73d3yyxnt31lb4ca4g","https://www.sec.gov/Archives/edgar/data/714310/000119312526427285/0001193125-26-427285-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1792800000&sig=a1281a539589308a","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1792800000&sig=57a86ea6a382db0f 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1792800000&sig=f9807010575fb678 96w","changelogVersion","2026-10-01T08:00"]