Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-15637 SVB FINANCIAL GROUP (Exact name of registrant as specified in its charter) Delaware 91-1962278 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3003 Tasman Drive, Santa Clara, California 95054-1191 (Address of principal executive offices) (Zip Code) (408) 654-7400 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common stock, par value $0.001 per share SIVB The Nasdaq Stock Market LLC Depositary shares, each representing a 1/40th SIVBP The Nasdaq Stock Market LLC ownership interest in a share of 5.250% Fixed- Rate Non-Cumulative Perpetual Preferred Stock, Series A Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer ☐ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x The aggregate market value of the voting and non-voting common equity securities held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing price of its common stock on such date, on the NASDAQ Global Select Market was $10,704,636,319. At January 31, 2021, 51,949,900 shares of the registrant’s common stock ($0.001 par value) were outstanding. Documents Incorporated by Reference Parts of Form 10-K Into Which Incorporated Definitive proxy statement for the Company's 2021 Annual Meeting of Stockholders to be Part III filed within 120 days of the end of the fiscal year ended December 31, 2020 Table of Contents TABLE OF CONTENTS Page PART I. Item 1. Business 6 Item 1A. Risk Factors 17 Item 1B. Unresolved Staff Comments 36 Item 2. Properties 36 Item 3. Legal Proceedings 36 Item 4. Mine Safety Disclosures 36 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity PART II. Item 5. Securities 37 Item 6. Selected Consolidated Financial Data 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 95 Item 8. Consolidated Financial Statements and Supplementary Data 98 Consolidated Balance Sheets 101 Consolidated Statements of Income 102 Consolidated Statements of Comprehensive Income 103 Consolidated Statements of Stockholders’ Equity 104 Consolidated Statements of Cash Flows 105 Notes to the Consolidated Financial Statements 106 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 186 Item 9A. Controls and Procedures 186 Item 9B. Other Information 186 PART III. Item 10. Directors, Executive Officers and Corporate Governance 187 Item 11. Executive Compensation 187 Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters 187 Item 13. Certain Relationships and Related Transactions, and Director Independence 187 Item 14. Principal Accounting Fees and Services 187 PART IV. Item 15. Exhibits, Financial Statement Schedules 188 Item 16. Form 10-K Summary 189 SIGNATURES 191 2 Table of Contents Glossary of Frequently-used Acronyms in this Report ACL — Allowance for Credit Losses AFS— Available-for-Sale AICPA— American Institute of Certified Public Accountants ASC— Accounting Standards Codification ASU— Accounting Standards Update CECL — Current Expected Credit Losses CET 1 — Common Equity Tier 1 DFPI— California Department of Financial Protection and Innovation EHOP— Employee Home Ownership Program of the Company EPS— Earnings Per Share ERI— Energy and Resource Innovation ESOP— Employee Stock Ownership Plan of the Company ESPP— 1999 Employee Stock Purchase Plan of the Company FASB— Financial Accounting Standards Board FDIC— Federal Deposit Insurance Corporation FHLB— Federal Home Loan Bank FINRA— Financial Industry Regulatory Authority FRB— Federal Reserve Bank FTE— Full-Time Employee FTP— Funds Transfer Pricing GAAP— Accounting principles generally accepted in the United States of America HTM— Held-to-Maturity IFRS— International Financial Reporting Standards IPO— Initial Public Offering IRS— Internal Revenue Service IT— Information Technology LIBOR— London Interbank Offered Rate M&A— Mergers and Acquisitions OTTI — Other Than Temporary Impairment PPP — Paycheck Protection Program SEC— Securities and Exchange Commission SPD-SVB— SPD Silicon Valley Bank Co. Ltd. (the Bank's joint venture bank in China) TDR— Troubled Debt Restructuring U.K. — United Kingdom VIE— Variable Interest Entity 3 Table of Contents Forward-Looking Statements This Annual Report on Form 10-K, including in particular “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II, Item 7 of this report, contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, management has in the past and may in the future make forward-looking statements to analysts, investors, representatives of the media and others. Forward- looking statements are statements that are not historical facts and represent only our beliefs regarding future events. Broadly speaking, forward-looking statements include, but are not limited to, the following: • Financial projections, including with respect to our net interest income, noninterest income, earnings per share, noninterest expenses (including professional services, compliance, compensation and other costs), cash flows, balance sheet positions, capital expenditures, deposit growth, liquidity and capitalization or other financial items; • Descriptions of our strategic initiatives, plans or objectives for future operations, including pending sales or acquisitions, including the announced planned acquisition of Boston Private Financial Holdings, Inc. ("Boston Private"); • Forecasts of private equity and venture capital funding and investment levels; • Forecasts of future interest rates, economic performance, and income from investments; • Forecasts of expected levels of provisions for loan losses, loan growth, loan mix, loan yields and client funds; • The outlook on our clients' performance; • The potential effects of the COVID-19 pandemic; and • Descriptions of assumptions underlying or relating to any of the foregoing. You can identify this and other forward-looking statements by the use of words such as “becoming,” “may,” “will,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “anticipate,” “believe,” “estimate,” “assume,” “seek,” “expect,” “plan,” “intend,” and the negative of such words or comparable terminology. Forward-looking statements are neither historical facts nor assurances of future performance. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we have based these expectations on our current beliefs as well as our assumptions, and such expectations may not prove to be correct. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes