Valley maintains an incentive compensation plan to provide long-term incentives to officers, employees and non-employee directors whose contributions are essential to the continued growth and success of Valley. Under the plan, Valley may issue awards in amounts up to 14.5 million shares, subject to certain adjustments. As of June 30, 2026, 4.8 million shares of common stock were available for issuance under the plan.

RSUs are awarded as performance-based RSUs and time-based RSUs. Performance-based RSUs vest based on (i) growth in tangible book value per share plus dividends and (ii) total shareholder return as compared to our peer group. The performance-based RSUs “cliff” vest after three years based on the cumulative performance of Valley during that time period. Generally, time-based RSUs vest ratably in one-third increments each year over a three-year vesting period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common shares) over the applicable performance or service period. Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date or forfeited if the applicable performance or service conditions are not met.

The table below summarizes RSU awards granted and average grant date fair values for the three and six months ended June 30, 2026 and 2025:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025

Award shares granted:
Performance-based RSUs	—		92,801		649,187		741,409
Time-based RSUs	183,248		571,060		2,723,797		3,076,997
Average grant date fair value per share:
Performance-based RSUs	$	—	$	9.87	$	14.46	$	10.91
Time-based RSUs	$	13.21	$	8.90	$	13.32	$	9.76

Stock award fair values are expensed over the shorter of the vesting or required service period. Valley recorded total stock-based compensation expense of $8.6 million and $6.8 million for the three months ended June 30, 2026 and 2025, respectively, and $16.3 million and $13.7 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $61.5 million. This expense will be recognized over an average remaining vesting period of approximately 2.0 years. See Note 11 in Valley’s Annual Report for additional information on the stock-based compensation awards.