UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement file number to which this form relates: (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None

The Registrant is filing this Form 8-A in connection with the transfer of the listing of its common stock, no par value per share (“Common Stock”), its 6.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share (“Series A Preferred Stock”), its 5.50% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share (“Series B Preferred Stock”) and its Warrants (expiring November 14, 2018) (“Warrants”), from the New York Stock Exchange to The Nasdaq Global Select Market.

The description of the Common Stock set forth under the caption “Description of Valley Capital Stock” in the Registrant’s Joint Proxy Statement/Prospectus dated November 9, 2017, as filed with the Securities and Exchange Commission (“SEC”) on November 9, 2017 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (“Securities Act”) in connection with the Registrant’s Registration Statement on Form S-4 (File No. 333-220743), filed with the SEC on September 29, 2017, as amended, the description of the Series A Preferred Stock set forth under the caption “Description of Series A Preferred Shares” in the Prospectus Supplement dated June 16, 2015 to the Prospectus dated March 20, 2015, as filed with the SEC on June 16, 2015 pursuant to Rule 424(b)(2) under the Securities Act in connection with the Registrant’s Registration Statement on Form S-3ASR (File No. 333-202916), filed with the SEC on March 20, 2015, the description of the Series B Preferred Stock set forth under the caption “Description of Series B Preferred Shares” in the Prospectus Supplement dated July 27, 2017 to the Prospectus dated March 20, 2015, as filed with the SEC on July 27, 2017 pursuant to Rule 424(b)(2) under the Securities Act in connection with the Registrant’s Registration Statement on Form S-3ASR (File No. 333-202916), filed with the SEC on March 20, 2015, and the description of the Warrants set forth under the caption “Description of Warrants” in the Prospectus Supplement dated May 19, 2010 to the Prospectus dated December 19, 2008, as filed with the SEC on May 19, 2010 pursuant to Rule 424(b)(5) of the Securities Act in connection with the Registrant’s Registration Statement on Form S-3ASR (File No. 333-156370), filed with the SEC on December 19, 2008, are each incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

[Signature page to Form 8-A]

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