PRELIMINARY PROSPECTUS SUPPLEMENT (Subject to
Completion)
(To Prospectus dated November 15, 2019)
Issued January 26, 2021
Depositary Shares Each Representing a 1/100th Interest in a
Share of
Series B Non-Cumulative Perpetual Preferred Stock
SVB Financial Group is offering depositary
shares (the Depositary Shares), each of which represents a 1/100th ownership interest in a share of our Series B Non-Cumulative Perpetual
Preferred Stock, with a liquidation amount of $100,000 per share (Series B Preferred Stock) (equivalent to $1,000 per Depositary Share), deposited with American Stock Transfer and Trust Company, LLC, acting as depositary. The
Depositary Shares are evidenced by depositary receipts. Each holder of a Depositary Share will be entitled, through the depositary, to all the rights and preferences of the shares of Series B Preferred Stock represented thereby (including dividend,
voting, redemption and liquidation rights) in proportion to the applicable fraction of a share of Series B Preferred Stock represented by such Depositary Share.
Holders of Series B Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors
(or a duly authorized committee of the board). Any such dividends will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2021. Dividends will accrue on the
liquidation amount of $100,000 per share of the Series B Preferred Stock at a rate per annum equal to (i) % from the original issue date of the Series B Preferred Stock to, but excluding, February 15, 2031, and
(ii) the ten-year treasury rate as of the most recent reset dividend determination date (each as defined elsewhere in this prospectus supplement) plus % for each reset period
from, and including, February 15, 2031.
Dividends on the Series B Preferred Stock will be
non-cumulative. In the event dividends are not declared on the Series B Preferred Stock for payment on any dividend payment date, then those dividends will not be cumulative and will not accrue or be payable,
and if we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series B Preferred Stock are declared for any
future dividend period.
We may, at our option, redeem the Series B Preferred Stock (i) in whole or in part, from time to time,
on any dividend payment date on or after February 15, 2031, or (ii) in whole but not in part, at any time within 90 days following a Regulatory Capital Treatment Event (as defined herein), in each case at a redemption price of $100,000 per
share (equivalent to $1,000 per Depositary Share), plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends. If we redeem the Series B Preferred Stock, the depositary
will redeem a proportionate number of Depositary Shares. The Series B Preferred Stock will not have voting rights, except as set forth under Description of the Series B Preferred StockVoting Rights beginning on page S-27.
Neither the Series B Preferred Stock nor the Depositary Shares will be listed on any
securities exchange or automated quotation system.
Neither the Series B Preferred Stock nor the Depositary Shares are savings
accounts, deposits or other obligations of any of our bank or non-bank subsidiaries, and they are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other governmental
agency or instrumentality.
Concurrently with the offering of the Depositary Shares we are offering senior notes. The offering of the
Depositary Shares is not conditioned on the offering of the senior notes or vice versa, and we may sell the Depositary Shares or the senior notes or both.
Investing in
the Depositary Shares involves risk. See Risk Factors beginning on page S-9 of this prospectus supplement, on page 15 of our Annual Report on Form 10-K for the year ended December 31, 2019 and on page 131 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 to read about factors you
should consider before making a decision to invest in the Depositary Shares.
Neither the
Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System (Federal Reserve) nor any other regulatory body has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per
Share
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Total
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Initial Public Offering Price(1)
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$
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$
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Underwriting Discount
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$
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$
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Proceeds, Before Expenses, to SVB Financial Group
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$
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$
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(1)
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The initial public offering price set forth above does not include dividends, if any, that may be declared. Dividends,
if declared, will be calculated from the date of original issuance, which is expected to be , 2021.
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The underwriters expect to deliver the Depositary Shares in book-entry form only through the facilities of The Depository Trust Company
against payment in New York, New York on , 2021, which is the fifth business day following the date of this prospectus supplement. Beneficial interests
in the Depositary Shares will be shown on, and transfers thereof will be effected only through, records maintained by The Depository Trust Company and its direct and indirect participants, including Clearstream Banking, société
anonyme, Luxembourg and Euroclear Bank S.A./N.V.
Joint Book-Running Managers
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Goldman Sachs & Co. LLC
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Co-Manager
SVB Leerink
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BofA Securities
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Prospectus Supplement dated , 2021