BPFH Boston Private Financial Holdings Inc

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Dear Shareholder of Boston Private Financial Holdings, Inc.:

You are cordially invited to attend a special meeting of Boston Private shareholders. The special meeting will be held virtually via the Internet on April 27, 2021, at 10:00 a.m., Eastern time, to consider and vote upon the following matters:

No other business will be conducted at the special meeting.

In light of the ongoing COVID-19 pandemic, the special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the special meeting online and to vote your shares electronically at the meeting by visiting www.cesonlineservices.com/bpfh21_vm, which we refer to as the “special meeting website.” To participate in the special meeting, you must pre-register at www.cesonlineservices.com/bpfh21_vm by 10:00 a.m., Eastern time, on April 26, 2021.

The record date for the special meeting is March 15, 2021. Only shareholders of record as of the close of business on March 15, 2021 are entitled to notice of, and to vote at, the special meeting. All shareholders of record as of that date are cordially invited to attend the special meeting via the special meeting website. Approval of the merger agreement proposal requires the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Boston Private common stock entitled to vote thereon. The proposal to approve the merger-related executive compensation requires that the votes cast in favor of the proposal exceed the votes cast against the proposal; however, such vote is advisory (non-binding) only. The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement requires the affirmative vote of a majority of votes cast on the proposal, whether or not a quorum is present.

The agenda and rules of conduct for the meeting will be posted on the special meeting website. Pursuant to the Boston Private bylaws, the order of business and all other matters of procedure at the special meeting will be determined by the presiding officer of the special meeting, who will be the Chairman of Boston Private’s board of directors or, in his absence, such other officer of Boston Private as designated by the board of directors.

Boston Private’s board of directors has unanimously adopted and approved the merger agreement and the transactions contemplated thereby, including the merger, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Boston Private and its shareholders, and unanimously recommends that Boston Private shareholders vote “FOR” the proposal to approve the merger agreement, “FOR” the proposal to approve the merger-related executive compensation, and “FOR” the proposal to approve adjournment of the special meeting if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement. In considering the recommendation of the board of directors of Boston Private, you should be aware that certain directors and executive officers of Boston Private may have interests in the merger that are different from, or in addition to, the interests of Boston Private shareholders generally. See the section entitled “The Merger—Interests of Boston Private’s Directors and Executive Officers in the Merger” beginning on page 103 of the accompanying proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of Boston Private common stock that you own. We cannot complete the merger unless Boston Private’s shareholders approve the merger agreement.

HoldCo Opportunities Fund III, L.P. and its affiliates, which we refer to collectively as “HoldCo,” have filed a preliminary proxy statement in connection with the special meeting. We urge you to disregard any proxy card sent to you by or on behalf of any person other than Boston Private, including the gold proxy card and solicitation materials sent to you by or on behalf of HoldCo, which is soliciting proxies in opposition to the merger agreement and the transactions contemplated thereby, including the merger. If you submit such a proxy card, we urge you to subsequently cast your vote as instructed on the WHITE proxy card mailed to you by Boston Private, which will revoke any earlier dated proxy card that you submitted. Only the last validly executed proxy that you submit will be counted.

Even if you plan to attend the special meeting via the special meeting website, Boston Private requests that you complete, sign, date and return, as promptly as possible, the enclosed WHITE proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or Internet prior to the special meeting to ensure that your shares of Boston Private common stock will be represented at the special meeting if you are unable to attend. If you hold your shares in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares. If you fail to submit a proxy or to attend the special meeting via the special meeting website or do not provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares, as applicable, your shares of Boston Private common stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the approval of the merger agreement.

If you choose to attend the special meeting and vote your shares via the special meeting website, you must pre-register at www.cesonlineservices.com/bpfh21_vm by 10:00 a.m., Eastern time, on April 26, 2021. If you are a beneficial owner of Boston Private common stock, in addition to pre-registering, you must also obtain a legal proxy, in pdf or image file format, from the bank, brokerage firm or other nominee holding your shares giving you the right to vote your shares at the special meeting, and present it with your online ballot during the special meeting.

Under the Massachusetts Business Corporation Act, which we refer to the “MBCA,” Boston Private is required to state whether it has concluded that Boston Private shareholders are, are not or may be entitled to assert appraisal rights, which are generally available to shareholders of a merging Massachusetts corporation under Section 13.02(a)(1) of the MBCA subject to certain exceptions. For the reasons described in the accompanying proxy statement/prospectus, including that the relevant provisions of the MBCA have not been the subject of judicial interpretation, Boston Private has concluded that Boston Private shareholders may be entitled to appraisal rights. However, Boston Private and SVB Financial believe that appraisal rights do not apply to the merger because (a) Boston Private shareholders are receiving only cash and shares of SVB Financial common stock in exchange for their shares of Boston Private common stock and (b) no director, officer or controlling shareholder of Boston Private has a direct or indirect material financial interest in the merger other than in his capacity as (i) a shareholder of Boston Private, (ii) a director, officer, employee or consultant of Boston Private or SVB Financial or its affiliates pursuant to bona fide arrangements with either Boston Private or SVB Financial or its affiliates or (iii) in any other capacity so long as the shareholder owns not more than five percent of the voting shares of all classes and series of Boston Private in the aggregate. In this regard, in any appraisal proceeding each of Boston Private and SVB Financial will contest the validity and availability of any purported demand for appraisal rights and assert that an exception to appraisal rights is applicable to the merger. Any shareholder seeking to assert appraisal rights should carefully review the procedures described in the accompanying proxy statement/prospectus. A copy of the applicable provisions of the MBCA is attached as Annex C to the accompanying proxy statement/prospectus.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED WHITE PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU LATER DESIRE TO REVOKE YOUR SUBMITTED PROXY, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Innisfree M&A Incorporated, Boston Private’s proxy solicitor, by calling toll-free at (877) 800-5187, or for banks and brokers, collect at (212) 750-5833.

Boston,

Massachusetts

Dated: March 17, 2021

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Boston Private and SVB Financial from other documents that Boston Private and SVB Financial have filed with the U.S. Securities and Exchange Commission, which we refer to as the “SEC,” and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 134 of this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Boston Private, without charge, by telephone or written request directed to:

Attention: Investor Relations

Boston Private Financial Holdings, Inc.

Ten Post Office Square

Boston, Massachusetts 02109

(617) 912-4386

You may also request a copy of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning SVB Financial, without charge, by telephone or written request directed to:

Attention: Investor Relations

SVB Financial Group

3003 Tasman Drive

Santa Clara, California 95054

(408) 654-7400

In order for you to receive timely delivery of the documents in advance of the special meeting of Boston Private shareholders to be held on April 27, 2021, your request for such information must be received no later than five business days prior to the date of the special meeting, by April 20, 2021.

The proxy statement/prospectus is also available in the Investor Relations section of Boston Private’s website at www.bostonprivate.com. The information on Boston Private’s website is not part of this proxy statement/prospectus. References to Boston Private’s website in this proxy statement/prospectus are intended to serve as textual references only.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by SVB Financial (File No. 333-253002), constitutes a prospectus of SVB Financial under Section 5 of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” with respect to the shares of common stock, par value $0.001 per share, of SVB Financial, which we refer to as “SVB Financial common stock,” to be issued to Boston Private shareholders pursuant to the merger agreement. This document also constitutes a proxy statement of Boston Private under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” It also constitutes a notice of meeting with respect to the special meeting, at which Boston Private shareholders will be asked to consider and vote upon the approval of the merger agreement.

SVB Financial has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to SVB Financial, and Boston Private has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Boston Private.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. SVB Financial and Boston Private have not authorized anyone to provide you with information that is different from or in addition to that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated March 17, 2021, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Boston Private shareholders nor the issuance by SVB Financial of shares of its common stock pursuant to the merger agreement will create any implication to the contrary.

-ii-

TABLE OF CONTENTS

Annex A        Agreement and Plan of Merger

Annex B        Opinion of Morgan Stanley & Co. LLC

Annex C        Part 13 of the Massachusetts Business Corporation Act

-iii-

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the special meeting. We urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.

This proxy statement/prospectus includes important information about the merger, the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, and the special meeting. Boston Private shareholders should read this information carefully and in its entirety. The enclosed voting materials allow shareholders to vote their shares without attending the special meeting.

Boston Private is holding the special meeting to ask its shareholders to consider and vote upon a proposal to approve the merger agreement. Boston Private shareholders are also being asked to consider and vote upon (a) a proposal to approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private’s named executive officers in connection with the merger, and (b) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement. No other business will be conducted at the special meeting.

-1-

The approval of certain compensation arrangements for Boston Private’s named executive officers in connection with the merger requires that the votes cast in favor of the proposal exceed the votes cast against the proposal; however, such vote is advisory (non-binding) only. If your shares of Boston Private common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, this will not have an effect on the advisory (non-binding) vote to approve the merger-related named executive officer compensation. If you fail to submit a proxy and fail to attend the special meeting via the special meeting website, or if you do not instruct your bank, brokerage firm or other nominee to vote your shares of Boston Private common stock in favor of the proposal, your shares of Boston Private common stock will not be voted, but this will not have an effect on the advisory (non-binding) vote to approve the merger-related named executive officer compensation except to the extent that it results in there being insufficient shares present at the meeting to establish a quorum. The vote on the merger-related named executive officer compensation proposal is separate from the vote to approve the merger agreement. You may vote “AGAINST” the merger-related named executive officer compensation proposal and “FOR” approval of the merger agreement and vice versa. You also may abstain from this proposal and vote on the merger agreement proposal and vice versa.

The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement requires the affirmative vote of a majority of votes cast on the proposal, whether or not a quorum is present. If your shares of Boston Private common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement. If you fail to submit a proxy and fail to attend the special meeting via the special meeting website or if your shares of Boston Private common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Boston Private common stock, your shares of Boston Private common stock will not be voted, but this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement.

See the sections entitled, “Information About the Special Meeting—Record Date and Quorum” and “Information About the Special Meeting—Vote Required” beginning on page 39 of this proxy statement/prospectus.

-2-

If, after the date of the merger agreement and prior to the effective time of the merger, which we refer to as the “effective time,” the outstanding shares of SVB Financial common stock or Boston Private common stock are changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, or there is an extraordinary dividend or distribution, then an appropriate and proportionate adjustment will be made to the exchange ratio and the merger consideration to provide the holders of Boston Private common stock the same economic effect as contemplated by the merger agreement prior to such event.

-3-

Performance-Based Stock Options. At the effective time, each performance-based stock option to purchase shares of Boston Private common stock, which we refer to as a “Boston Private performance-based option,” that is outstanding and unexercised as of immediately prior to the effective time will, subject to the requisite consent by the holder thereof, be canceled as of the effective time for no consideration or payment.

Time-Based Restricted Stock Unit Awards. At the effective time, subject to the terms and conditions of the merger agreement, each time-based restricted stock unit award in respect of Boston Private common stock, which we refer to as a “Boston Private restricted stock unit award,” that is outstanding as of immediately prior to the effective time will be automatically converted into a restricted stock unit award of SVB Financial, which we refer to as an “SVB Financial restricted stock unit award,” in respect of that number of shares of SVB Financial common stock (rounded to the nearest whole share) equal to the product of (a) the number of shares of Boston Private common stock subject to the Boston Private restricted stock unit award and (b) the Boston Private equity award exchange ratio. Each such SVB Financial restricted stock unit award will be subject to the same terms and conditions (including vesting terms) as applied to the corresponding Boston Private restricted stock unit award immediately prior to the effective time.

Performance-Based Restricted Stock Unit Awards. At the effective time, subject to the terms and conditions of the merger agreement, each performance-based restricted stock unit award in respect of Boston Private common stock, which we refer to as a “Boston Private performance-based restricted stock unit award” that is outstanding as of immediately prior to the effective time will be automatically converted into a SVB Financial restricted stock unit award in respect of that number of shares of SVB Financial common stock (rounded to the nearest whole share) equal to the product of (a) the number of shares of Boston Private common stock subject to the Boston Private restricted stock unit award as of immediately prior to the effective time (with such number of shares determined based on the greater of target and actual performance for the portion of the performance period through the effective time as reasonably determined by the compensation committee of the Boston Private board consistent with past practice) and (b) the Boston Private equity award exchange ratio. Each such SVB Financial restricted stock unit award will otherwise be subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding Boston Private performance-based restricted stock unit award immediately prior to the effective time.

The Boston Private stock options, Boston Private performance-based stock options, Boston Private restricted stock unit awards, Boston Private performance-based restricted stock unit awards and

-4-

accumulated contributions to purchase shares of Boston Private common stock under the Boston Private Employee Stock Purchase Plan are collectively referred to as “Boston Private equity awards.”

See “The Merger Agreement—Treatment of Boston Private Equity Awards” beginning on page 88 of this proxy statement/prospectus.

The United States federal income tax consequences described above may not apply to all holders of Boston Private common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

-5-

SVB Financial does not currently pay any cash dividends on its common stock and has no current plans to do so. The terms of SVB Financial’s outstanding preferred stock prohibit SVB Financial from declaring or paying any dividends on any junior series of SVB Financial capital stock unless SVB Financial has declared and paid full dividends on its outstanding preferred stock for the most recently completed dividend period.

-6-

If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, brokerage firm or other nominee is considered the shareholder of record with respect to those shares. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting via the special meeting website; however, you may not vote these shares at the special meeting via the special meeting website without (a) pre-registering for the special meeting and (b) obtaining a legal proxy, in pdf or image file format, from the bank, brokerage firm or other nominee holding your shares giving you the right to vote your shares at the special meeting, and presenting it with your online ballot during the special meeting.

-7-

Beneficial Owner. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. If telephone or Internet voting is available to you and you wish to vote by telephone or Internet (other than at the special meeting via the special meeting website), your vote by telephone or Internet must be submitted by 11:59 p.m., Eastern time, on the day before the special meeting. Please note that if you are a beneficial owner and wish to vote at the special meeting

-8-

via the special meeting website, you must pre-register at www.cesonlineservices.com/bpfh21_vm and obtain a legal proxy, in pdf or image file format, from the bank, brokerage firm or other nominee holding your shares giving you the right to vote your shares at the special meeting, and present it with your online ballot during the special meeting.

Participant in Boston Private 401(k). If you are an employee participant in the Boston Private 401(k) Plan, Boston Private shares held in your plan account will be voted in accordance with your instructions. The plan’s custodian is the shareholder of record for your plan Boston Private shares and will not vote those Boston Private shares unless you provide it with instructions, which you can do over the Internet, by telephone or by mail.

We urge you to disregard any proxy card sent to you by or on behalf of any other person other than Boston Private, including the gold proxy card and solicitation materials sent to you by or on behalf of HoldCo, which is soliciting proxies in opposition to the merger agreement and the transactions contemplated thereby, including the merger. If you submit such a proxy card, we urge you to subsequently cast your vote as instructed on the WHITE proxy card mailed to you by Boston Private, which will revoke any earlier dated proxy card that you submitted. Only the last validly executed proxy that you submit will be counted. If you have any questions or need assistance, please contact Innisfree, Boston Private’s proxy solicitor, by calling toll-free at (877) 800-5187, or for banks and brokers, collect at (212) 750-5833.

If you properly sign your WHITE proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the proposal to approve the merger agreement, “FOR” the proposal to approve, on an advisory (non-binding) basis, the merger-related executive compensation, and “FOR” adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement.

-9-

Boston Private’s directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. Boston Private will also request that brokerage houses and other custodians, nominees and fiduciaries send these proxy materials to beneficial owners of Boston Private common stock. Boston Private will, upon request, reimburse such brokerage houses and custodians for their reasonable expenses in assisting with the solicitation of proxies.

-10-

-11-

-12-

-13-

-14-

-15-

-16-

-17-

-18-

-19-

-20-

-21-

-22-

-23-

-24-

-25-

-26-

-27-

-28-

-29-

-30-

-31-

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” on page 30, you should consider the following risk factors carefully in deciding whether to vote to approve the merger agreement. Additional risks and uncertainties, if they materialize, not presently known to SVB Financial or Boston Private or that are not currently believed to be important to you also may adversely affect the merger and SVB Financial as the surviving corporation in the merger.

In addition, Boston Private’s and SVB Financial’s respective businesses are subject to numerous risks and uncertainties, including the risks and uncertainties described, in the case of SVB Financial, in its Annual Report on Form 10-K for the year ended December 31, 2020, and in the case of Boston Private, in its Annual Report on Form 10-K for the year ended December 31, 2020, each of which are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 134 of this proxy statement/prospectus.

Because the market price of SVB Financial common stock may fluctuate, you cannot be certain of the precise value of the stock portion of the merger consideration you may receive in the merger.

Upon completion of the merger, each issued and outstanding share of Boston Private common stock other than shares owned by Boston Private as treasury stock or otherwise owned by Boston Private or SVB Financial (in each case other than shares of Boston Private common stock (i) held in any Boston Private benefit plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties and (ii) shares held, directly or indirectly, in respect of debts previously contracted) will be converted into the right to receive consideration in the form of a combination of SVB Financial common stock and cash.

There will be a time lapse between each of the date of this proxy statement/prospectus, the date on which Boston Private shareholders vote to approve the merger agreement at the special meeting and the date on which Boston Private shareholders entitled to receive shares of SVB Financial common stock actually receive such shares. The market value of SVB Financial common stock may fluctuate during these periods as a result of a variety of factors, including general market and economic conditions, impacts and disruptions resulting from the COVID-19 pandemic, changes in SVB Financial’s businesses, operations and prospects and regulatory considerations. Many of these factors are outside of the control of Boston Private and SVB Financial. Consequently, at the time Boston Private shareholders must decide whether to approve the merger agreement, they will not know the actual market value of the shares of SVB Financial common stock they will receive when the merger is completed. The actual value of the shares of SVB Financial common stock received by the Boston Private shareholders will depend on the market value of shares of SVB Financial common stock on that date. You should obtain current market quotations for shares of SVB Financial common stock and for shares of Boston Private common stock.

The market price for SVB Financial common stock may be affected by factors different from those that historically have affected Boston Private.

Upon completion of the merger, holders of Boston Private common stock will become holders of SVB Financial common stock. SVB Financial’s businesses differ from those of Boston Private, and accordingly the results of operations of SVB Financial will be affected by some factors that are different from those currently affecting the results of operations of Boston Private. For example, SVB Financial’s business is more focused on the innovation economy than Boston Private’s business and, as a bank holding company with greater than $100 billion in assets, SVB Financial is subject to different and, in many cases, more onerous regulations than Boston Private. For a discussion of the businesses of SVB Financial and Boston Private and of some important factors to consider in connection with those businesses, see the section entitled “The Parties to the Merger”

-32-

beginning on page 47 of this proxy statement/prospectus and the documents incorporated by reference referred to under the section entitled “Where You Can Find More Information” beginning on page 134, including, in particular, in the section entitled “Risk Factors” in SVB Financial’s Annual Report on Form 10-K for the year ended December 31, 2020.

Boston Private’s shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Currently, Boston Private’s shareholders have the right to vote in the election of the board of directors of Boston Private and the power to approve or reject any matters requiring shareholder approval under Massachusetts law and Boston Private’s charter and bylaws. Upon the completion of the merger, each Boston Private shareholder who receives shares of SVB Financial common stock will become a shareholder of SVB Financial with a percentage ownership of SVB Financial that is smaller than the shareholder’s current percentage ownership of Boston Private. After the merger, Boston Private shareholders are expected to become owners of approximately 3.5% of the outstanding shares of SVB Financial common stock, without giving effect to any shares of SVB Financial common stock held by Boston Private shareholders prior to the merger. Even if all former Boston Private shareholders voted together on all matters presented to SVB Financial’s shareholders, from time to time, the former Boston Private shareholders would exercise significantly less influence over SVB Financial after the merger relative to their influence over Boston Private prior to the merger, and thus would have a less significant impact on the approval or rejection of future SVB Financial proposals submitted to a shareholder vote.

SVB Financial may be unable to successfully integrate Boston Private’s operations and may not realize the anticipated benefits of acquiring Boston Private.

SVB Financial and Boston Private have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on SVB Financial’s ability to successfully integrate Boston Private’s operations in a manner that results in various benefits, including, among other things, expanded offerings in the private bank and wealth management space, an improved technology platform and digital product suite and broader operating efficiencies that will strengthen SVB Financial’s ability to meet the financial needs of its clients, without materially disrupting existing customer relationships or resulting in decreased revenues due to loss of customers. The process of integrating operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activities of one or more of the surviving corporation’s businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of SVB Financial to maintain relationships with customers and employees. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the integration of Boston Private’s operations could have an adverse effect on the business, financial condition, operating results and prospects of the surviving corporation after the merger.

If SVB Financial experiences difficulties in the integration process, including those listed above, SVB Financial may fail to realize the anticipated benefits of the merger in a timely manner or at all. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on the surviving corporation’s business, financial condition, operating results and prospects. In particular, the impacts of the COVID-19 pandemic may make it more costly or more difficult for SVB Financial to effect the integration of Boston Private into its current operations, which, in turn, may make it more difficult for the surviving corporation to realize anticipated benefits or cost savings in the amounts estimated or in the time frame contemplated or at all.

Among the factors considered by the boards of directors of SVB Financial and Boston Private in connection with their respective approvals of the merger agreement were the benefits that could result from the merger. We cannot give any assurance that these benefits will be realized within the time periods contemplated or at all.

-33-

The merger agreement limits Boston Private’s ability to pursue alternatives to the merger.

The merger agreement contains “no shop” covenants that prohibit Boston Private from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the Boston Private board, entering into discussions with any third party regarding, any acquisition proposal or offers for competing transactions. Boston Private may also be required to pay SVB Financial a termination fee of $36 million in certain circumstances involving a termination of the merger agreement and acquisition proposals for competing transactions. See the sections entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee” beginning on pages 100 and 101, respectively.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: the approval of the proposal to approve the merger agreement by Boston Private shareholders, the receipt of required regulatory approvals and expiration or termination of all statutory waiting periods in respect thereof, the accuracy of representations and warranties under the merger agreement (subject to the materiality standards set forth in the merger agreement), SVB Financial’s and Boston Private’s performance of their respective obligations under the merger agreement in all material respects and each of SVB Financial’s and Boston Private’s receipt of a tax opinion to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may be delayed or may not be completed.

In addition, if the merger is not completed by January 3, 2022, either SVB Financial or Boston Private may choose not to proceed with the merger, and the parties can mutually decide to terminate the merger agreement at any time, before or after shareholder approval. In addition, SVB Financial and Boston Private may elect to terminate the merger agreement in certain other circumstances. If the merger agreement is terminated under certain circumstances, Boston Private may be required to pay a termination fee of $36 million to SVB Financial. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 101 for a fuller description of these circumstances.

Failure to complete the merger could negatively impact the stock price and the future business and financial results of Boston Private.

If the merger is not completed for any reason, including as a result of Boston Private shareholders declining to approve the merger agreement, the ongoing business of Boston Private may be adversely affected and, without realizing any of the benefits of having completed the merger, Boston Private would be subject to a number of risks, including the following:

Further, on February 24, 2021, HoldCo filed a preliminary proxy statement with the SEC opposing the merger and soliciting votes of Boston Private shareholders in opposition to the Boston Private board’s recommendations on each of the proposals presented in this proxy statement/prospectus. The proxy contest may cause Boston Private to incur additional solicitation and other costs.

-34-

In addition to the above risks, if the merger agreement is terminated and Boston Private’s board of directors seeks another merger or business combination, Boston Private shareholders cannot be certain that Boston Private will be able to find a party willing to offer equivalent or more attractive consideration than the consideration SVB Financial has agreed to provide in the merger. If the merger agreement is terminated under certain circumstances, Boston Private may be required to pay a termination fee of $36 million to SVB Financial. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 101.

The COVID-19 pandemic may delay or adversely affect the completion of the merger.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and may to continue to adversely affect the business, financial condition and results of operations of SVB Financial and Boston Private. If the effects of the COVID-19 pandemic cause continued or extended decline in the economic environment and the financial results of SVB Financial or Boston Private, or the business operations of SVB Financial or Boston Private are further disrupted as a result of the COVID-19 pandemic, efforts to complete the merger and integrate the businesses of SVB Financial and Boston Private may also be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and the bank regulatory and other governmental authorities may impose additional requirements on SVB Financial and Boston Private that must be satisfied prior to completion of the merger, which could delay and adversely affect the completion of the merger.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated in the merger agreement, including the merger and the bank merger, may be completed, various approvals must be obtained from bank regulatory and other governmental authorities. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals.” These approvals could be delayed or not obtained at all, including due to an 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; changes in legislation or the political environment generally; or impacts and disruptions resulting from the COVID-19 pandemic. These governmental entities may impose conditions, limitations or costs or place restrictions on the conduct of SVB Financial after the closing as a condition to the granting of such approvals or require changes to the terms of the merger or the bank merger. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the merger or of imposing additional costs or limitations on SVB Financial following the merger, any of which might have an adverse effect on the surviving corporation following the merger.

Boston Private will be subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect its business.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Boston Private, and, consequently, the surviving corporation. These uncertainties may impair Boston Private’s ability to attract, retain and motivate key personnel until the merger is consummated and for a period of time thereafter, and could cause customers and others that deal with Boston Private to seek to change their existing business relationships with Boston Private. Employee retention at Boston Private may be particularly challenging during the pendency of the merger, as employees may experience uncertainty about their roles with the surviving corporation following the merger. In addition, the merger agreement restricts Boston Private from making certain acquisitions and taking other specified actions without the consent of SVB Financial, and generally requires Boston Private to continue its operations in the ordinary course, until the merger closes. These restrictions may prevent Boston Private from pursuing attractive business opportunities that may arise prior to the completion of the merger. Please see the section entitled “The Merger Agreement—Conduct of Businesses of Boston Private and SVB Financial Prior to Completion of the Merger” for a description of the restrictive covenants to which Boston Private is subject.

-35-

Directors and executive officers of Boston Private may have interests in the merger that are different from, or in addition to, the interests of Boston Private shareholders.

Holders of Boston Private common stock should be aware that some of Boston Private’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of holders of Boston Private common stock generally. The Boston Private board was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger and merger agreement, and in recommending that shareholders vote to approve the merger agreement. See “The Merger—Interests of Boston Private’s Directors and Executive Officers in the Merger” beginning on page 103 of this proxy statement/prospectus.

Shares of SVB Financial common stock to be received by Boston Private shareholders as a result of the merger will have rights different from the shares of Boston Private common stock.

Upon completion of the merger, the rights of former Boston Private shareholders will be governed by the charter and bylaws of SVB Financial and by Delaware corporate law. The rights associated with SVB Financial common stock and the terms of Delaware corporate law are different from the rights associated with Boston Private common stock and the terms of Massachusetts corporate law, which currently govern the rights of Boston Private shareholders. Please see the section entitled “Comparison of Stockholder Rights” beginning on page 121 for a discussion of the different rights associated with SVB Financial common stock.

SVB Financial will incur significant transaction and merger-related costs in connection with the merger.

Each of SVB Financial and Boston Private has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and filing and other fees paid to the SEC in connection with the merger.

SVB Financial expects to continue to incur a number of non-recurring costs associated with completing the merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will be comprised of transaction costs related to the merger and include, but are not limited to, fees paid to legal, financial and accounting advisors, severance and benefit costs and filing fees.

SVB Financial also will incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. SVB Financial continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger and the integration of the two companies’ businesses. Although SVB Financial expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow SVB Financial to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. See the risk factor entitled “SVB Financial may be unable to successfully integrate Boston Private’s operations and may not realize the anticipated benefits of acquiring Boston Private” above.

Lawsuits have been filed against Boston Private, SVB Financial and members of the Boston Private board in connection with the merger and additional lawsuits may be filed in the future, which could prevent or delay the completion of the merger or result in the payment of damages.

In connection with the merger, litigation has been filed against Boston Private, SVB Financial and members of the Boston Private board, and it is possible that additional litigation by shareholders of Boston Private and/or SVB Financial may be filed in the future against Boston Private, SVB Financial and the members of the Boston Private board and the board of directors of SVB Financial, which we refer to as the “SVB Financial board.”

-36-

Among other remedies, these shareholders seek damages and/or to enjoin the merger or the other transactions contemplated by the merger agreement. The outcome of any litigation is uncertain and any such lawsuits could prevent or delay the completion of the merger and result in substantial costs to Boston Private, SVB Financial and the combined company. Any such actions may create uncertainty relating to the merger and may be costly and distracting to management. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect the combined company’s business, financial condition and results of operations. For more information, see “The Merger—Litigation Related to the Merger.”

The opinion received by the Boston Private board of directors from Morgan Stanley has not been, and is not expected to be, updated to reflect any changes in circumstances that may have occurred since the date of the opinion.

The opinion rendered by Morgan Stanley, financial advisor to Boston Private, to the Boston Private board on January 4, 2021, was based upon such information available to Morgan Stanley as of the date of such opinion. The opinion does not reflect any events or changes that may have occurred or that otherwise have come to Morgan Stanley’s attention after the date on which such opinion was delivered, including changes to the business, financial condition, results of operations and prospects of SVB Financial or Boston Private, changes in business, financial, economic, market and other conditions, or other events or changes which may be beyond the control of SVB Financial and Boston Private, including the impact of the COVID-19 pandemic after January 4, 2021 and other risks and uncertainties. Any such changes may alter the relative value of SVB Financial or Boston Private or the prices at which shares of SVB Financial common stock or Boston Private common stock may trade prior to the time the merger is completed. The opinion does not speak as of the date the merger will be completed or as of any date other than the date of such opinion, and Morgan Stanley did not assume any obligation to update its opinion. See “The Merger—Opinion of Boston Private’s Financial Advisor” and Annex B to this proxy statement/prospectus.

Risks Relating to SVB Financial’s Business

You should read and consider risk factors specific to SVB Financial’s business. These risks are described in the sections entitled “Risk Factors” in SVB Financial’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 134 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Relating to Boston Private’s Business

You should read and consider risk factors specific to Boston Private’s business. These risks are described in the sections entitled “Risk Factors” in Boston Private’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 134 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

-37-

INFORMATION ABOUT THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement/prospectus is being furnished to Boston Private shareholders as part of the solicitation of proxies by the Boston Private board for use at the special meeting to be held virtually via the Internet on April 27, 2021 at 10:00 a.m., Eastern time, or at any postponement or adjournment thereof.

In light of the ongoing COVID-19 pandemic, Boston Private has elected to hold the special meeting solely by means of remote communication via the Internet. The special meeting will be held solely via live webcast and there will not be a physical meeting location. Boston Private shareholders will be able to attend the special meeting online and vote their shares electronically during the meeting by visiting www.cesonlineservices.com/bpfh21_vm. To participate in the special meeting, Boston Private shareholders must pre-register at www.cesonlineservices.com/bpfh21_vm by 10:00 a.m., Eastern time, on April 26, 2021.

Shareholder of Record

Shareholders of record may register to participate in the special meeting remotely by visiting the website www.cesonlineservices.com/bpfh21_vm. Please have your WHITE proxy card containing your control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual special meeting. Requests to register to participate in the special meeting virtually must be received no later than 10:00 a.m., Eastern time, on April 26, 2021.

Beneficial Shareholder

Shareholders whose shares are held through a broker, bank or other nominee may register to participate in the special meeting virtually by visiting the website www.cesonlineservices.com/bpfh21_vm. Please have your voting instruction form or other communication containing your control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual special meeting. Requests to register to participate in the special meeting virtually must be received no later than 10:00 a.m., Eastern time, on April 26, 2021. If you are a beneficial holder and wish to vote at the special meeting, you must also obtain a legal proxy, in pdf or image file format, from the bank, brokerage firm or other nominee holding your shares giving you the right to vote your shares at the special meeting, and present it with your online ballot during the special meeting.

Questions on How to Pre-register

If you have any questions or require any assistance with pre-registering, please contact Innisfree, Boston Private’s proxy solicitor, by calling toll-free at (877) 800-5187, or for banks and brokers, collect at (212) 750-5833.

At the special meeting, Boston Private shareholders will be asked to consider and vote upon (a) a proposal to approve the merger agreement, (b) a proposal to approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private’s named executive officers in connection with the merger and (c) a proposal for adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement. No other business will be conducted at the special meeting.

Boston Private shareholders must approve the merger agreement in order for the merger to occur. If Boston Private shareholders fail to approve the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus, and you are encouraged to read the merger agreement carefully and in its entirety.

-38-

Record Date and Quorum

Boston Private has set the close of business on March 15, 2021 as the record date for the special meeting, and only holders of record of Boston Private common stock on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting via the special meeting website if you owned shares of Boston Private common stock as of the close of business on the record date. On the record date, there were 82,438,353 shares of Boston Private common stock outstanding and entitled to vote. You will have one vote on all matters properly coming before the special meeting for each share of Boston Private common stock that you owned on the record date. The agenda and rules of conduct for the meeting will be posted on the special meeting website. Pursuant to the Boston Private bylaws, the order of business and all other matters of procedure at the special meeting will be determined by the presiding officer of the special meeting, who will be the Chairman of the Boston Private board or, in his absence, such other officer of Boston Private as designated by the Boston Private board.

The presence, via the special meeting website or represented by proxy, of holders of a majority of all of the outstanding shares of Boston Private common stock entitled to vote at the special meeting constitutes a quorum for the purposes of the special meeting. Abstentions are considered present for purposes of establishing a quorum. The Boston Private bylaws provide that the Boston Private board has the power to postpone the special meeting, and when the special meeting is convened, the presiding officer may adjourn the special meeting if (a) no quorum is present for the transaction of business, (b) the Boston Private board determines that adjournment is necessary or appropriate to enable Boston Private shareholders to consider fully information which the Boston Private board determines has not been made sufficiently or timely available to shareholders, or (c) the Boston Private board determines in its sole discretion that adjournment is otherwise in the best interests of the company.

Beginning two business days after notice of the special meeting, a complete list of Boston Private shareholders entitled to vote at the special meeting will be available for inspection by shareholders of Boston Private on a secured portion of Boston Private’s investor relations website at https://ir.bostonprivate.com/ir-overview/default.aspx. Access to and use of this secured website will be subject to satisfactory verification of shareholder status and compliance with applicable Massachusetts law. To obtain access to the secured website, please contact Boston Private’s Corporate Secretary at (617) 912-7343. The list of Boston Private shareholders entitled to vote at the special meeting will also be made available for inspection by shareholders of Boston Private during the special meeting via the special meeting website at www.cesonlineservices.com/bpfh21_vm.

Vote Required

The approval of the merger agreement requires the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Boston Private common stock entitled to vote thereon. For the approval of the merger agreement, you may vote “FOR”, “AGAINST” or “ABSTAIN.” Votes to abstain will not be counted as votes cast in favor of the approval of the merger agreement, but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote at the special meeting via the special meeting website or if you vote to abstain, it will have the same effect as a vote “AGAINST” the approval of the merger agreement.

If your shares of Boston Private common stock are registered directly in your name with the transfer agent of Boston Private, Computershare, Inc., you are considered, with respect to those shares of Boston Private common stock, the shareholder of record. If you are a shareholder of record, this proxy statement/prospectus and the enclosed WHITE proxy card have been sent directly to you by Boston Private.

If your shares of Boston Private common stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares of Boston Private common stock held in “street name.” In that case, this proxy statement/prospectus has been forwarded to you by your bank, brokerage firm or other nominee

-39-

who is considered, with respect to those shares of Boston Private common stock, the shareholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

If you are an employee participant in the Boston Private 401(k) Plan, Boston Private shares held in your plan account will be voted in accordance with your instructions. The plan’s custodian is the shareholder of record for your plan Boston Private shares and will not vote those Boston Private shares unless you provide it with instructions, which you can do over the Internet, by telephone or by mail.

Banks, brokerage firms or other nominees who hold shares in “street name” for customers have the authority to vote on “routine” proposals when they have not received voting instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters such as the proposal to approve the merger agreement, the proposal to approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private’s named executive officers in connection with the merger, and the proposal to approve adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement. As a result, absent specific voting instructions from the beneficial owner of such shares of Boston Private common stock, banks, brokerage firms and other nominees are not empowered to vote those shares of Boston Private common stock on any of the proposals at the special meeting. A so-called “broker non-vote” results when banks, brokerage firms and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares.

The approval of certain compensation arrangements for Boston Private’s named executive officers in connection with the merger requires that the votes cast in favor of the proposal exceed the votes cast against the proposal; however, such vote is advisory (non-binding) only. If your shares of Boston Private common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, this will not have an effect on the advisory (non-binding) vote to approve the merger-related named executive officer compensation proposal. If you fail to submit a proxy and fail to attend the special meeting via the special meeting website, or if you do not instruct your bank, brokerage firm or other nominee to vote your shares of Boston Private common stock in favor of the proposal, your shares of Boston Private common stock will not be voted, but this will not have an effect on the advisory (non-binding) vote to approve the merger-related named executive officer compensation except to the extent that it results in there being insufficient shares present at the meeting to establish a quorum. The vote on the merger-related named executive officer compensation proposal is separate from the vote to approve the merger agreement. You may vote “AGAINST” the merger-related named executive officer compensation proposal and “FOR” approval of the merger agreement and vice versa. You also may abstain from this proposal and vote on the merger agreement proposal and vice versa.

The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement requires the affirmative vote of a majority of votes cast on the proposal, whether or not a quorum is present. If your shares of Boston Private common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement. If you fail to submit a proxy and fail to attend the special meeting via the special meeting website or if your shares of Boston Private common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Boston Private common stock, your shares of Boston Private common stock will not be voted, but this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement.

-40-

As of the record date, the directors and executive officers of Boston Private and their affiliates beneficially owned and were entitled to vote approximately 955,788 shares of Boston Private common stock representing approximately 1.16% of the shares of Boston Private common stock outstanding on that date.

There are no voting agreements with respect to the voting of shares of Boston Private common stock on matters presented as the special meeting, including the proposal to approve the merger agreement.

Proxies and Revocations

If you are a shareholder of record, you may have your shares of Boston Private common stock voted on matters presented at the special meeting in the following ways:

Shares held directly in your name as the shareholder of record may be voted at the special meeting via the special meeting website. If you choose to attend the special meeting and vote your shares via the special meeting website, you must pre-register at www.cesonlineservices.com/bpfh21_vm by 10:00 a.m., Eastern time, on April 26, 2021. Even if you plan to attend the special meeting, the Boston Private board recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the special meeting.

If you are a beneficial owner, you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Boston Private common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. If telephone or Internet voting is available to you and you wish to vote by telephone or Internet (other than at the special meeting via the special meeting website), your vote by telephone or Internet must be submitted by 11:59 p.m., Eastern time, on the day before the special meeting. Please note that if you are a beneficial owner and wish to vote at the special meeting via the special meeting website, you must pre-register at www.cesonlineservices.com/bpfh21_vm and obtain a legal proxy, in pdf or image file format, from the bank, brokerage firm or other nominee holding your shares giving you the right to vote your shares at the special meeting, and present it with your online ballot during the special meeting.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting over the Internet or by telephone. If you submit a proxy by mailing a WHITE proxy card, your WHITE proxy card should be mailed in the accompanying prepaid reply envelope, and your WHITE proxy card must be filed with Boston Private’s Corporate Secretary by the time the special meeting begins. Please do not send in your stock certificates with your WHITE proxy card. When the merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the merger consideration in exchange for your stock certificates.

If you vote by proxy, the individuals named on the enclosed WHITE proxy card (each of them, with full power of substitution) will vote your shares of Boston Private common stock in the way that you indicate. When completing the Internet or telephone processes or the WHITE proxy card, you may specify whether your shares of Boston Private common stock should be voted “FOR” or “AGAINST” or to “ABSTAIN” from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your WHITE proxy card but do not mark the boxes showing how your shares of Boston Private common stock should be voted on a matter, the shares of Boston Private common stock

-41-

represented by your properly signed proxy will be voted “FOR” the proposal to approve the merger agreement, “FOR” the proposal to approve the advisory (non-binding) vote on certain compensation arrangements and “FOR” adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, before it is exercised, and your last vote is the vote that will be counted. If you are a Boston Private shareholder of record who voted by mailing in a proxy card, you can write to Boston Private’s Corporate Secretary, Attn: Christopher A. Cooper, Ten Post Office Square, Boston, Massachusetts 02109, stating that you wish to revoke your proxy and requesting another WHITE proxy card, provided such statement is received by April 26, 2021. If you hold your shares through a broker, bank or other nominee, you can revoke your proxy by contacting the broker, bank or other nominee and asking for a new WHITE proxy card. If you submitted your proxy by Internet or by telephone, you can vote again by voting over the Internet or by telephone before the closing of the voting facilities, which will occur immediately prior to the start of the special meeting for shareholders of record and at 11:59 p.m., Eastern time, on April 26, 2021 for beneficial owners. If you attend the meeting via the special meeting website, you must vote your shares through the special meeting website to revoke your proxy. Your attendance alone at the shareholder meeting via the special meeting website will not in and of itself constitute a revocation of your proxy.

HoldCo has filed a preliminary proxy statement in connection with the special meeting. We urge you to disregard any proxy card sent to you by or on behalf of any person other than Boston Private, including the gold proxy card and solicitation materials sent to you by or on behalf of HoldCo, which is soliciting proxies in opposition to the merger agreement and the transactions contemplated thereby, including the merger. If you submit such a proxy card, we urge you to subsequently cast your vote as instructed on the WHITE proxy card mailed to you by Boston Private, which will revoke any earlier dated proxy card that you submitted. Only the last validly executed proxy that you submit will be counted.

If you have any questions or need assistance voting your shares, please contact Innisfree, Boston Private’s proxy solicitor, at (877) 800-5187, or for banks and brokers, collect at (212) 750-5833.

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF BOSTON PRIVATE COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED WHITE PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE, OR FOLLOW THE INSTRUCTIONS ON THE WHITE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET. SHAREHOLDERS WHO ATTEND THE SPECIAL MEETING VIA THE SPECIAL MEETING WEBSITE MAY REVOKE THEIR PROXIES BY VOTING VIA THE SPECIAL MEETING WEBSITE.

Questions and Additional Information

If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of Boston Private common stock or need additional copies of this proxy statement/ prospectus or the enclosed WHITE proxy card, please contact Innisfree, Boston Private’s proxy solicitor, by calling toll-free at (877) 800-5187, or for banks and brokers, collect at (212) 750-5833.

-43-

BOSTON PRIVATE PROPOSALS

Proposal 1: Approval of the Merger Agreement

Boston Private shareholders are being asked to approve the merger agreement and the transactions contemplated thereby. Boston Private shareholders 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 agreement is attached to this proxy statement/prospectus as Annex A.

It is a condition to the completion of the merger that Boston Private shareholders approve the merger agreement proposal. The approval of the merger agreement requires the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Boston Private common stock entitled to vote thereon. Because the affirmative vote required to approve the merger agreement is based upon the total number of outstanding shares of Boston Private common stock, if you fail to submit a proxy or vote at the special meeting via the special meeting website, or vote to abstain, or you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote “AGAINST” the approval of the merger agreement.

Boston Private’s board of directors has unanimously adopted and approved the merger agreement and the transactions contemplated thereby, including the merger, and has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Boston Private and its shareholders.

The Boston Private board unanimously recommends that Boston Private shareholders vote “FOR” the proposal to approve the merger agreement.

-44-

Proposal 2: Advisory (Non-Binding) Vote On Merger-Related Compensation for Boston Private’s Named Executive Officers

Pursuant to Rule 14a-21(c) of the Exchange Act and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which we refer to as the “Dodd-Frank Act,” Boston Private is providing its shareholders with a separate advisory (non-binding) vote to approve the merger-related compensation for its named executive officers as described in “The Merger—Interests of Boston Private’s Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Boston Private’s Named Executive Officers.”

Shareholders are being asked to approve the following resolution on an advisory (non-binding) basis:

“RESOLVED, that the compensation that will or may be paid or become payable to Boston Private’s named executive officers in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger—Interests of Boston Private’s Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Boston Private’s Named Executive Officers,” are hereby APPROVED.”

The vote is advisory in nature and, therefore, is not binding on Boston Private or on SVB Financial or the boards of directors or the compensation committees of Boston Private or SVB Financial, regardless of whether the merger agreement proposal is approved.

Approval of this advisory (non-binding) proposal is not a condition to completion of the merger. The vote is an advisory vote and will not be binding on Boston Private or SVB Financial. If the merger is completed, the merger-related compensation may be paid to Boston Private’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements and the outcome of this advisory (non-binding) vote will not affect Boston Private’s or SVB Financial’s obligations to make these payments even if Boston Private shareholders do not approve, on an advisory (non-binding) basis, this proposal.

The approval of certain compensation arrangements for Boston Private’s named executive officers in connection with the merger requires that the votes cast in favor of the proposal exceed the votes cast against the proposal. If your shares of Boston Private common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, this will not have an effect on the advisory (non-binding) vote to approve the merger-related named executive officer compensation. If you fail to submit a proxy and fail to attend the special meeting via the special meeting website, or if you do not instruct your bank, brokerage firm or other nominee to vote your shares of Boston Private common stock in favor of the proposal, your shares of Boston Private common stock will not be voted, but this will not have an effect on the advisory (non-binding) vote to approve the merger-related named executive officer compensation except to the extent that it results in there being insufficient shares present at the meeting to establish a quorum. The vote on the merger-related named executive officer compensation is separate from the vote to approve the merger agreement. You may vote “AGAINST” the merger-related named executive officer compensation and “FOR” approval of the merger agreement and vice versa. You also may abstain from this proposal and vote on the merger agreement proposal and vice versa.

The Boston Private board unanimously recommends that you vote “FOR” the approval, in a non-binding advisory vote, of the merger-related named executive officer compensation proposal.

-45-

Proposal 3: Adjournment of the Special Meeting

Boston Private shareholders are being asked to grant authority to proxy holders to vote in favor of one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement. If this proposal is approved, the special meeting could be successively adjourned to any date. In accordance with the Boston Private bylaws, a vote on adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement may be taken in the absence of a quorum. Boston Private does not intend to call a vote on adjournment of the special meeting to solicit additional proxies if the approval of the merger agreement is approved at the special meeting.

The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement requires the affirmative vote of a majority of votes cast on the proposal, whether or not a quorum is present. If your shares of Boston Private common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement. If you fail to submit a proxy and fail to attend the special meeting or if your shares of Boston Private common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Boston Private common stock, your shares of Boston Private common stock will not be voted, but this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement.

The Boston Private board unanimously recommends that you vote “FOR” adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement.

-46-

THE PARTIES TO THE MERGER

SVB Financial Group

3003 Tasman Drive

Santa Clara, California 95054

(408) 654-7400

SVB Financial, a Delaware corporation, is a bank holding company under the BHC Act that has elected to be treated as a financial holding company. SVB Financial is the holding company for Silicon Valley Bank, a California commercial bank whose deposits are insured by the FDIC. SVB Financial and its subsidiaries provide commercial and private banking, asset management, private wealth management, brokerage and investments services and funds management to companies in the technology, life science and healthcare, private equity and venture capital, and premium wine industries through its four operating segments: the Global Commercial Bank, SVB Private Bank, SVB Capital and SVB Leerink.

Silicon Valley Bank, SVB Financial’s largest subsidiary, was established in 1983 and is a member of the Federal Reserve System. Silicon Valley Bank provides a wide range of banking services for commercial clients in its geographic markets, including businesses, public agencies, local governments and individuals. Silicon Valley Bank also offers, either directly or through its subsidiaries, a range of asset management, private wealth management and other investments services to clients. SVB Financial’s direct nonbank subsidiaries provide a variety of financial services including investment banking services and non-banking products and services, such as funds management and M&A advisory services.

SVB Financial common stock is currently listed on the NASDAQ under the symbol “SIVB.”

Boston Private Financial Holdings, Inc.

Ten Post Office Square

Boston, Massachusetts 02109

(617) 912-1900

Boston Private, a Massachusetts corporation, is a bank holding company under the BHC Act and the holding company of Boston Private Bank & Trust Company, a Massachusetts trust company whose deposits are insured by the FDIC. Boston Private offers a full range of banking and wealth management services to high net worth individuals, families, businesses, and select institutions through two reportable segments: (a) Private Banking and (b) Wealth Management and Trust.

The Private Banking segment is comprised of the banking operations of Boston Private Bank and primarily operates in three geographic markets: New England, Northern California, and Southern California. The Private Banking segment is segment is principally engaged in providing banking services to high net worth individuals, privately-owned businesses and partnerships, and nonprofit organizations. In addition, the Private Banking segment is an active provider of financing for affordable housing, first-time homebuyers, economic development, social services, community revitalization and small businesses. The Wealth Management and Trust segment is comprised of Boston Private Wealth, a registered investment adviser and wholly owned subsidiary of Boston Private Bank, and the trust operations of Boston Private Bank. The Wealth Management and Trust segment operates in New England, New York, Southeast Florida, Northern California, and Southern California and offers planning-based financial strategies, wealth management, family office, financial planning, tax planning, and trust services to individuals, families, institutions, and nonprofit institutions.

Boston Private common stock is currently listed on the NASDAQ under the symbol “BPFH.”

-47-

THE MERGER

This section describes the merger. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Boston Private or SVB Financial. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Boston Private and SVB Financial make with the SEC that are incorporated by reference into this document, as described in the section entitled “Where You Can Find More Information” beginning on page 134 of this proxy statement/prospectus.

Terms of the Merger

Each of SVB Financial’s and Boston Private’s respective boards of directors has approved the merger agreement. Pursuant to the merger agreement, Boston Private will merge with and into SVB Financial with SVB Financial surviving the merger as the surviving corporation. Following the completion of the merger, Boston Private Bank, Boston Private’s banking subsidiary, will merge with and into SVB Bank, SVB Financial’s banking subsidiary, with SVB Bank continuing as the surviving entity in the bank merger.

In the merger, each share of Boston Private common stock issued and outstanding immediately prior to the effective time (other than exception shares) will be entitled to receive 0.0228 shares of SVB Financial common stock and $2.10 in cash. No fractional shares of SVB Financial common stock will be issued in connection with the merger, and holders of Boston Private common stock will be entitled to receive cash in lieu thereof. The value of the merger consideration is dependent upon the value of SVB Financial common stock at the effective time of the merger and therefore will fluctuate with the market price of SVB Financial common stock.

Holders of Boston Private common stock are being asked to approve the merger agreement. See “The Merger Agreement” beginning on page 85 of this proxy statement/prospectus for additional and more detailed information regarding the legal documents that govern the merger, including the conditions to completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

The Boston Private board frequently reviews, with management, Boston Private’s business strategies, opportunities, performance and challenges as part of its consideration and evaluation of Boston Private’s long-term prospects with the goal of enhancing value for Boston Private shareholders, and in light of developments in Boston Private’s business, the financial services industry, the regulatory environment and the economy and financial markets generally. This review has included consideration of potential strategic alternatives, including potential strategic business combinations and other strategic partnerships and transactions as well as remaining an independent company. As part of this review, Anthony DeChellis, Chief Executive Officer and President of Boston Private, has had, from time to time, informal discussions with the Chief Executive Officers of other financial institutions regarding industry trends and developments and, on occasion, potential strategic transactions and partnerships. During the months preceding the onset of the COVID-19 pandemic in the United States, these discussions primarily focused around the possibility of pursuing a joint venture, strategic alliance or similar strategic partnership with another financial institution in an effort to leverage Boston Private’s wealth management business and enhance the value of Boston Private’s franchise, including through a potential acquisition of another company’s wealth management business to complement and grow Boston Private’s wealth business. Other than as described in this “Background of the Merger” section, none of these financial institutions ever made any proposal to acquire or enter into a strategic business combination with Boston Private, either during this pre-COVID-19 period or at any time thereafter.

-48-

Boston Private’s board and management have also reviewed from time to time potential acquisition or merger opportunities involving smaller or similarly sized financial services companies. In August 2019, Mr. DeChellis had preliminary discussions with the Chief Executive Officer of a California-based bank holding company of similar size to Boston Private, who was introduced to Mr. DeChellis through an investment banker, which investment banker indicated that the California-based company was interested in discussing a potential acquisition of the company by Boston Private at a premium to the California-based company’s trading price in connection with the Chief Executive Officer’s plans to retire in the coming years. Mr. DeChellis notified members of the Boston Private board of this outreach and, following discussion, determined that the California-based company was not a strong cultural or strategic fit for Boston Private and that an acquisition of this company would not be financially attractive or create meaningful value for Boston Private shareholders. The California-based company’s Chief Executive Officer continued to periodically reach out to Mr. DeChellis from time to time in an effort to gauge whether Boston Private’s views towards a transaction might have changed. In light of the California-based company’s financial profile and comparable size to Boston Private, its expressed interest in being acquired by Boston Private at a market premium, and Mr. DeChellis’s belief that a strategic transaction with this company would not create meaningful value for Boston Private’s shareholders, Boston Private did not pursue further discussions with this company.

The SVB Financial board, together with management, regularly considers and evaluates potential opportunities, which from time to time include strategic transactions, as part of the consideration and evaluation of SVB Financial’s business strategies, performance and challenges, as well as developments in SVB Financial’s business, the financial markets, the financial services industry, economic conditions and the regulatory environment, with the goal of enhancing value for SVB Financial’s shareholders. In particular, SVB Financial has determined it is a strategic priority to grow and expand its private banking and wealth management business.

In the early days of the COVID-19 pandemic in March 2020, Greg Becker, President and Chief Executive Officer of SVB Financial, and Mr. DeChellis were introduced by an investment banker. On March 13, 2020, Messrs. DeChellis and Becker had the first of several informal preliminary discussions regarding the financial services industry, including the strategies utilized by Boston Private, SVB Financial and other financial services industry participants to navigate the COVID-19 pandemic. Over the course of the late spring of 2020, Mr. DeChellis’s and Mr. Becker’s further discussions touched on the business model and strategies of Boston Private’s private banking and wealth management business, how the companies were organized and could leverage each other’s capabilities, the potential cultural and operational alignment of Boston Private’s wealth management business with SVB Financial’s wealth management business and SVB Financial’s strategic goals, and the benefits and value that could potentially be generated in a strategic transaction based on the strength of Boston Private’s wealth management business and SVB Financial’s expansive and growing client network and position at the center of the innovation economy. Other senior executives at SVB Financial and Boston Private participated in the last of these discussions on May 26, 2020. At this time, SVB Financial was focused on exploring a potential acquisition of Boston Private, while Boston Private was focused on exploring a potential joint venture or similar business relationship that did not include an acquisition.

To facilitate further discussion, on June 15, 2020, the parties entered into a mutual confidentiality agreement. Over the next two weeks, preliminary discussions continued and representatives of management of each of Boston Private and SVB Financial shared selected confidential information regarding Boston Private’s and SVB Financial’s respective wealth management businesses. Although the parties exchanged information, no specific terms regarding a potential business relationship or transaction were discussed. During this period, Mr. DeChellis updated the members of the Boston Private board regarding these preliminary discussions with SVB Financial.

In early July 2020, representatives of SVB Financial requested additional information regarding Boston Private in order to enable SVB Financial to conduct due diligence in respect of a potential transaction. In response to this request, representatives of Boston Private notified representatives of SVB Financial that as a condition to any additional diligence materials being provided, Boston Private would require that the parties’

-49-

prior confidentiality agreement be revised to include, among other provisions, a customary standstill provision that would, among other things, prevent SVB Financial from making a proposal to acquire or engage in a strategic business combination with Boston Private without negotiating with the Boston Private board. On July 15, 2020, the parties entered into an amended and restated confidentiality agreement.

At a regularly scheduled meeting of the Boston Private board on July 21, 2020, the Boston Private directors, together with representatives of Morgan Stanley, financial advisor to Boston Private, reviewed and discussed various potential strategic alternatives that Boston Private could consider with the goal of enhancing value for Boston Private shareholders. These included a potential sale of the company to or another business combination transaction with a larger financial institution, potential acquisitions of or mergers of equals with similarly sized or smaller companies, and possible minority investments from financial sponsors. The members of the board and representatives of Morgan Stanley then reviewed and discussed potential structures for a strategic business relationship or transaction with SVB Financial, including a potential joint venture involving the respective wealth management businesses of Boston Private and SVB Financial, and discussed the strategic and cultural fit between SVB Financial and Boston Private and the potential value that could be created for Boston Private’s shareholders through a joint venture or similar transaction with SVB Financial.

In early August 2020, representatives of Morgan Stanley and representatives of Goldman Sachs, SVB Financial’s financial advisor, engaged in high-level discussions regarding the rationale and potential structures for a strategic transaction. In mid-August 2020, representatives of Goldman Sachs contacted representatives of Morgan Stanley and indicated that SVB Financial was interested in exploring a transaction in which SVB Financial would acquire Boston Private for primarily stock consideration in a transaction that valued Boston Private at an implied multiple of Boston Private’s June 30, 2020 tangible book value of approximately 0.82x, or approximately $7.60 per share. No other terms of such a potential transaction were discussed. After discussing this oral potential indication of interest with members of the Boston Private board, on August 13, 2020, Mr. DeChellis contacted Mr. Becker and stated that the valuation conveyed by representatives of Goldman Sachs did not provide a basis for discussion of an acquisition.

Later in August 2020, Mr. Becker contacted Mr. DeChellis and conveyed SVB Financial’s interest in discussing an acquisition of Boston Private at an enhanced valuation relative to SVB Financial’s prior oral indication, for primarily stock consideration in a transaction that valued Boston Private at an implied multiple of Boston Private’s June 30, 2020 tangible book value of approximately 0.87x, or approximately $8.05 per share. After discussing this oral potential indication of interest with members of the Boston Private board, Mr. DeChellis again informed Mr. Becker that the proposed valuation range did not form a basis for discussion of an acquisition.

In early September 2020, Mr. Becker again contacted Mr. DeChellis and reiterated SVB Financial’s belief that, in light of the two parties’ complementary business models and the potential strategic benefits of providing Boston Private’s wealth management and other businesses access to SVB Financial’s scale and client platform, a business combination would create significant value for both parties and their shareholders. Mr. Becker again described SVB Financial’s interest in acquiring Boston Private for primarily stock consideration and indicated that, in connection with such a transaction, SVB Financial might be willing to value Boston Private at up to 1.0x Boston Private’s June 30, 2020 tangible book value, or approximately $9.25 per share. At that time Boston Private’s stock price was in the range of $6 per share. Representatives of Goldman Sachs then provided representatives of Morgan Stanley with a draft exclusivity agreement, which proposed that the parties would negotiate on an exclusive basis for sixty days, with an automatic extension of twenty days if at the end of such sixty-day period the parties were working in good faith towards executing a definitive agreement for a transaction.

In response, Mr. DeChellis requested that SVB Financial provide a written proposal that Mr. DeChellis could present to the Boston Private board for consideration, and the following week representatives of SVB Financial delivered to representatives of Boston Private a revised draft of the proposed exclusivity agreement,

-50-

which reflected SVB Financial’s intention to continue diligence with the goal of submitting to Boston Private a written indication of interest for a business combination transaction between the parties that would, subject to the receipt and evaluation of additional due diligence information, value Boston Private at up to a maximum price of 1.0x Boston Private’s June 30, 2020 tangible book value, or approximately $9.25 per share.

Also in early September 2020, the Chief Executive Officer of a large bank holding company with a significant wealth management business, which we refer to as “Company A,” contacted Mr. DeChellis and requested a meeting. During the meeting, the Chief Executive Officer of Company A asked Mr. DeChellis whether Boston Private would be interested in discussing a potential strategic transaction between Company A and Boston Private. Mr. DeChellis indicated that the Boston Private board regularly reviews its strategic alternatives and considers any strategic options that might enhance value for Boston Private’s shareholders, and would evaluate any proposal it received, but that the board was not specifically pursuing a sale of the company at that time. The Chief Executive Officer of Company A then expressed interest in hiring Mr. DeChellis to run Company A’s wealth management business. Mr. DeChellis responded that he was satisfied with his current job as Chief Executive Officer of Boston Private. Mr. DeChellis relayed this conversation to members of the Boston Private board.

On September 28, 2020, Mr. Becker and Mr. DeChellis met and discussed SVB Financial’s and Boston Private’s respective cultures and platforms.

On September 29, 2020, the Chief Executive Officer of a subsidiary of a wealth management and investment banking firm contacted Mr. DeChellis to inquire, on behalf of its parent company, whether Boston Private might be interested in discussing a potential sale at a valuation of up to a 20-25% premium to Boston Private’s then-current stock price, which at that time was in the range of $5.50 per share. No other transaction terms, including with respect to the form of consideration, were discussed. The Chief Executive Officer separately also reached out to Stephen Waters, Chairman of the board of directors of Boston Private. After discussing this inquiry with members of the Boston Private board, Mr. DeChellis informed the Chief Executive Officer that Boston Private was not interested in pursuing a transaction at that price level. No proposal or indication of interest was ever provided by or on behalf of this company, and no further inquiries from or on its behalf regarding a transaction were ever received by Boston Private or its representatives.

On September 30, 2020, the Boston Private board held a special meeting, which representatives of Boston Private management, Morgan Stanley and Boston Private’s legal counsel, Wachtell, Lipton, Rosen & Katz, which we refer to as “Wachtell Lipton,” also attended. At the meeting, Mr. DeChellis and representatives of Morgan Stanley reviewed the discussions with SVB Financial, including the terms of the general expressions of interest received from SVB Financial and the proposed terms of the exclusivity agreement. Management, representatives of Morgan Stanley and the members of the Boston Private board discussed the financial services industry environment and economic outlook and Boston Private’s strategic and competitive positioning, standalone valuation, strategic plan and growth prospects. Representatives of management and Morgan Stanley reviewed Boston Private’s business, valuation and prospects under various scenarios with differing assumptions, including with respect to the future interest rate environment, rates of loan and deposit growth, extent of credit deterioration and hiring and incentive structure of new wealth management teams. As part of this review, representatives of management discussed with the Boston Private board forecasts which included a scenario that, in management’s view, represented the most likely and reasonable set of assumptions available to management at that time, as well as alternate hypothetical scenarios which assumed Boston Private’s business performed significantly better or worse. These assumptions relating to Boston Private’s business, valuation and prospects were subsequently refined and updated for changing market conditions to form the basis for the unaudited prospective financial information provided by Boston Private’s management to the Boston Private board and Morgan Stanley. See the section entitled “Certain Unaudited Financial Information.” Representatives of Morgan Stanley also provided an overview of SVB Financial’s business, performance, competitive positioning and valuation metrics, and, together with management, discussed the potential strategic benefits of a transaction with SVB Financial. Management, the board and representatives of Morgan Stanley also discussed certain of

-51-

Boston Private’s other potential strategic alternatives, including business combinations, joint ventures or other partnerships with a number of other potential strategic partners, and that, while there had been casual inquiries from time to time relating to different types of transactions in the course of informal discussions with other industry participants, no other party had submitted any proposal regarding an acquisition of or similar strategic business combination with Boston Private. There was discussion regarding the level of interest that other potential strategic partners might have in a transaction with Boston Private, whether any such interest would be in the form of a whole-company transaction, a joint venture or similar partnership or an acquisition by Boston Private of a smaller company, the strategic and cultural fit with any such other potential partners, and the likely ability and willingness of any other parties to effect an acquisition of Boston Private at a premium valuation and on other terms as favorable to Boston Private’s shareholders as those which the Boston Private board believed SVB Financial could potentially offer. Following these discussions, the Boston Private board determined that, while there were likely significant strategic benefits of a transaction with SVB Financial that would be challenging for other potential strategic partners to match, based on the then-current expression of interest Boston Private was not willing to accept SVB Financial’s proposal to enter into exclusive negotiations, but authorized management to engage in exploratory discussions regarding a potential strategic transaction and to provide SVB Financial with the necessary additional due diligence information to enable SVB Financial to submit a specific proposal at a higher price for the board to evaluate.

Following this meeting of the Boston Private board, the parties conducted additional due diligence and Goldman Sachs, Morgan Stanley and representatives of management of each of the parties continued to engage in periodic discussions regarding their respective businesses, cultures and platforms, and the potential strategic benefits of a business combination transaction.

At a special meeting on October 9, 2020 and a regularly scheduled meeting on October 20, 2020, the Boston Private board, and, at the October 9, 2020 meeting, representatives of Boston Private management, continued to discuss Boston’s Private’s valuation, growth plans and challenges, and strategic initiatives and alternatives. These discussions included testing, updating and refining the assumptions underlying Boston Private’s standalone plan, and a review of the risks, uncertainties and potential opportunities associated with the standalone plan in comparison to the benefits of a possible strategic transaction with SVB Financial or another industry participant. In connection with the ongoing discussions with SVB Financial, at the October 20, 2020 meeting, the Boston Private board designated a working group comprised of Chairman Waters, director Mark Furlong and Mr. DeChellis, which we refer to as the “working group,” to oversee and lead negotiations, communications and discussions with SVB Financial and to regularly update and report to the Boston Private board regarding the status of such negotiations, communications and discussions.

Between June 9, 2020 and October 22, 2020, at four meetings of the SVB Financial board, the board discussed with representatives of SVB Financial management a potential transaction with Boston Private and related matters. These topics were also discussed by the Finance Committee of the SVB Financial board and representatives of SVB Financial management at four meetings of the Finance Committee between July 22, 2020 and November 12, 2020, at the last of which the Finance Committee approved the terms and delivery of a written non-binding indication of interest.

On November 13, 2020, representatives of Goldman Sachs, on behalf of SVB Financial, delivered to representatives of Morgan Stanley the written non-binding indication of interest to acquire Boston Private for total consideration valued at between $9.00 and $9.25 per share of Boston Private common stock, with up to 20% of the consideration to be in the form of cash and the remainder to be in the form of SVB Financial common stock. SVB Financial conveyed that the proposal was subject to the completion of due diligence but reflected the preliminary results of its due diligence investigation, including an analysis of credit marks and restructuring costs that SVB Financial believed would be incurred in connection with a transaction.

On November 18, 2020, the Boston Private board held a special meeting that was also attended by representatives of Boston Private management, Morgan Stanley and Wachtell Lipton. At the meeting, Mr. DeChellis and representatives of Morgan Stanley discussed with the board the terms of SVB Financial’s

-52-

proposal, and provided a status update regarding the due diligence process. The Boston Private board and representatives of management and Morgan Stanley then continued the discussions from the prior board meetings regarding Boston Private’s standalone valuation, strategic plan and growth prospects and potential strategic alternatives, including the uncertainties and potential opportunities associated with Boston Private’s standalone plan, all in light of the written indication of interest from SVB Financial and the changing economic and regulatory environment. As part of this discussion, representatives of management discussed with the Boston Private board a refined set of forecasts for Boston Private on a standalone basis, which included a scenario that, in management’s view, represented the most likely and reasonable set of assumptions available to management at that time. The forecasts also included an updated alternate hypothetical scenario based on highly optimistic assumptions about the performance of Boston Private’s business that, after discussion, the Boston Private board and management determined were unlikely to be achieved. See the section entitled “Certain Unaudited Financial Information.” Representatives of Morgan Stanley reviewed with the board alternative potential strategic merger partners for Boston Private and discussed a hypothetical returns analysis for a potential partner based on assumed levels of cost savings and potential synergies in any such transaction. In addition, the members of the board discussed SVB Financial’s business, strategies and standing in the industry, as well as the potential value creation opportunity of a transaction with SVB Financial in comparison to what would reasonably be expected to be obtained from other potential strategic partners. The members of the board noted the complementary nature of the businesses of SVB Financial and Boston Private, the strength of SVB Financial’s financial performance and the significant further upside potential that the members of the board believed existed with respect to SVB Financial’s stock price. The board and representatives of Morgan Stanley and Wachtell Lipton discussed potential responses to SVB Financial’s proposal and the timeline and uncertainties associated with any potential transaction. Following these discussions, the Boston Private board determined that it was not prepared to accept the proposal reflected in SVB Financial’s indication of interest, and that SVB Financial would need to offer enhanced consideration relative to the $9.00 to $9.25 per share price range reflected in the proposal for Boston Private to consider pursuing a strategic business combination with SVB Financial.

In the days following the November 18, 2020 Boston Private board meeting, Mr. Waters contacted Mr. Becker and informed him of the position of the Boston Private board, and Mr. Becker then had additional conversations with the members of the working group. After those conversations, Mr. Becker contacted Mr. Waters and indicated that SVB Financial was prepared to increase the value of its proposal to $10.05 per share of Boston Private common stock.

Also during this period, the Chief Financial Officer of Company A contacted a representative of Morgan Stanley regarding matters unrelated to Boston Private. During the conversation, the Chief Financial Officer of Company A speculated as to whether Boston Private might be considering a strategic transaction and noted that Company A could be interested in discussing a transaction with Boston Private and that there would be an ongoing role for Mr. DeChellis with Company A following any such transaction. Following the conversation, the representative of Morgan Stanley relayed Company A’s inquiry to Boston Private.

At a special meeting of the Boston Private board on November 25, 2020, the Boston Private board discussed with representatives of management, Morgan Stanley and Wachtell Lipton the revised oral proposal received from SVB Financial and various strategies for responding to the proposal, as well as the key diligence areas and contingencies that SVB Financial had noted could result in a downward price adjustment upon further diligence. The board continued the discussions regarding the uncertainties and potential opportunities associated with Boston Private’s standalone plan, as well as the potential for value creation presented by a transaction with SVB Financial. Representatives of Morgan Stanley also discussed with the board the recent inquiry from Company A. Mr. DeChellis noted that he would update the board in the event any proposal or further inquiry were received from Company A. Following discussion, the board determined that SVB Financial’s enhanced proposal was not sufficient to grant its request for exclusivity, and determined to negotiate for further enhanced consideration from SVB Financial.

-53-

On November 27, 2020, Mr. Waters contacted Mr. Becker and indicated that the Boston Private board was not prepared to grant exclusivity based on SVB Financial’s then-current proposal. Mr. Waters noted that he believed the Boston Private board would be supportive of entering into exclusive negotiations if SVB Financial could increase the value of its proposal to approximately $11.00 per share of Boston Private common stock. In additional discussions over the course of November 27 among Mr. Becker, Mr. Waters and Mr. DeChellis, Mr. Becker stated that SVB Financial was willing to increase the value of the consideration in the transaction beyond the $10.05 per share previously indicated and could likely support an offer of up to $10.25 per share, but that it could not at that time agree to consideration at the level indicated by Mr. Waters.

Later on November 27, 2020, the Boston Private board held a special meeting, which representatives of Boston Private management, Morgan Stanley and Wachtell Lipton joined. At the meeting, Mr. Waters and Mr. DeChellis summarized their conversations with Mr. Becker, and representatives of Morgan Stanley reviewed with the board the financial aspects of the most recent SVB Financial proposal. The board and representatives of management and Morgan Stanley continued the discussion from prior board meetings regarding Boston Private’s standalone plan and the strategic rationale and the potential risks and benefits of a business combination with SVB Financial. As part of this discussion, the Boston Private directors discussed the potential for substantial additional value creation for Boston Private’s shareholders as a result of potential upside in the value of SVB Financial common stock given the significant stock component of the merger consideration. Representatives of Wachtell Lipton reviewed the board’s fiduciary duties in connection with its continued review and consideration of a potential strategic business combination with SVB Financial. Following discussion, the board authorized the working group and Morgan Stanley to engage with SVB Financial to seek to establish a methodology to determine a fixed exchange ratio if the parties could agree on price, such that SVB Financial could make a specific written proposal that the Boston Private board could then evaluate.

Over the course of the following week, representatives of the parties continued their due diligence investigations and discussed a potential framework for determining an exchange ratio.

On December 4, 2020, Mr. DeChellis had a phone call with the Chief Executive Officer of Company A. During the conversation, the Chief Executive Officer speculated as to whether Boston Private might be considering a possible business combination, and inquired about a potential transaction. He indicated that Company A’s board of directors had not authorized any proposal, and that any proposal by Company A would be subject to, among other contingencies, approval of Company A’s board of directors and the results of a full due diligence investigation, but that, subject to those contingencies, Company A might consider a valuation for Boston Private at a tangible book value multiple corresponding to a general price range of around $10.50 per share. Company A’s Chief Executive Officer did not propose any specific transaction terms, including with respect to the form of consideration, or a timeline for discussion, nor did he indicate whether an actual proposal was expected to be discussed with or approved by Company A’s board of directors. Following this conversation, no proposal or indication of interest was ever provided by or on behalf of Company A and no further inquiries from or on behalf of Company A regarding a transaction were ever received by Boston Private or its representatives.

On December 4, 2020, the Finance Committee of the SVB Financial board met with representatives of SVB Financial management and Goldman Sachs and discussed the potential acquisition of Boston Private and related matters, ultimately approving the terms and delivery of a revised written non-binding indication of interest.

Later on December 4, 2020, SVB Financial delivered to Boston Private the revised written non-binding indication of interest. The revised proposal provided for aggregate consideration valued at between $10.00 and $10.50 per share of Boston Private common stock, consisting of $2.10 in cash plus a fixed number of shares of SVB Financial common stock per share of Boston Private common stock with the value of the stock consideration to be between $7.90 and $8.40 per share of Boston Private common stock, depending on the volume-weighted average price of SVB Financial common stock (the “SVB Financial VWAP”) over a 10-day period prior to the parties entering into a definitive agreement for a transaction. Pursuant to this proposal, if the SVB Financial VWAP was in the range of $329.17 to $350.00 then the exchange ratio would be 0.0240 shares of

-54-

SVB Financial common stock per share of Boston Private common stock; if the SVB Financial VWAP was less than $329.17 then the exchange ratio would be fixed to result in an implied value of the stock consideration based on such SVB Financial VWAP of $7.90 per share of Boston Private common stock; and if the SVB Financial VWAP was greater than $350.00 then the exchange ratio would be fixed to result in an implied value of the stock consideration based on such SVB Financial VWAP of $8.40 per share of Boston Private common stock, in each case in addition to the $2.10 per share cash consideration. In connection with the revised proposal, Mr. Becker contacted Mr. DeChellis and communicated that, consistent with his conversations the prior week with Mr. Waters and Mr. DeChellis, SVB Financial did not have additional flexibility on valuation. SVB Financial’s enhanced proposal was expressly conditioned on Boston Private agreeing to enter into exclusive negotiations with SVB Financial for a period of up to sixty days.

On December 5, 2020, the Boston Private board held a special meeting, which representatives of Boston Private management, Morgan Stanley and Wachtell Lipton joined. Mr. DeChellis reviewed for the board his discussion with the representative of Company A, as well as the discussions with Mr. Becker that resulted in SVB Financial’s revised proposal. The board discussed with representatives of management, Morgan Stanley and Wachtell Lipton the revised proposal from SVB Financial and the recent inquiry from Company A. Representatives of Morgan Stanley reviewed with the board the trading, pricing and relative valuation of SVB Financial’s common stock, and representatives of management and the board discussed their belief, based on their due diligence review, that SVB Financial’s business was well-positioned, with the capability to deliver strong operating results in the future, and that there was significant upside potential in the price of SVB Financial common stock and therefore in the value of the merger consideration, given that the vast majority of the consideration proposed by SVB Financial was in the form of SVB Financial common stock at a fixed exchange ratio. The board discussed with representatives of management the potential strategic benefits as well as the possible risks and uncertainties of a strategic business combination with SVB Financial. The board also discussed the potential benefits and risks of pursuing discussions with Company A or any other potential strategic party instead of granting SVB Financial’s exclusivity request. In this regard, the board discussed the lack of any proposal from Company A beyond their oral inquiry, and the uncertainty as to whether any such proposal would ever be made, and if made, the price and terms that would be proposed, particularly in light of the contingencies referenced by Company A and the casual nature of Company A’s approach, which appeared to have been the result of speculation about a possible transaction involving Boston Private, and the fact that Company A had not performed due diligence with respect to Boston Private (as compared to SVB Financial’s proposal, which incorporated the results of SVB’s significant due diligence analysis). The board also discussed the likelihood of Company A or another party offering financial and other terms that would be superior to SVB Financial’s proposal, taking into account the significant perceived upside potential in SVB Financial’s stock price, and therefore in the value of the merger consideration—upside potential which the Boston Private board and management did not believe would be likely to apply to the same extent to other potential counterparties, including Company A—and the Boston Private board’s view that there were unlikely to be other counterparties who would be a better strategic fit for Boston Private than SVB Financial or offer terms that would be more favorable to Boston Private’s shareholders than those offered by SVB Financial. The board discussed the fact that no other party, other than SVB Financial, had submitted any proposal to acquire Boston Private. The board also considered and discussed the potential risks from a value, confidentiality, competitive and employee retention perspective of pursuing discussions with Company A or other potential counterparties, and the substantial risks to Boston Private’s business and franchise in the event of significant employee or customer attrition following a leak or market rumors, particularly in light of the concerns around possible market rumors raised by Company A’s inquiry. The Boston Private board also considered and discussed the significant risk of losing the potential value creation from a transaction with SVB Financial, particularly in view of SVB Financial’s enhanced proposal being expressly conditioned on Boston Private’s willingness to enter into exclusive negotiations. The board discussed the timeline for completion of mutual due diligence with SVB Financial, and emphasized the importance, from a value creation perspective, of announcing any transaction quickly so as to increase the likelihood that Boston Private shareholders would benefit from the potential appreciation in SVB Financial’s stock price by fixing an exchange ratio as soon as possible, particularly in view of the Boston Private board’s belief that SVB Financial’s business was well-positioned and capable of delivering strong operating results in the

-55-

future. During the meeting, representatives of Wachtell Lipton reviewed the board’s fiduciary duties related to its consideration of the SVB Financial proposal. Following discussion, the Boston Private board authorized management to proceed with negotiations with SVB Financial on the basis of SVB Financial’s most recent proposal, and to grant SVB Financial a limited exclusivity period.

Later on December 5, 2020, the parties entered into an exclusivity agreement on the basis of SVB Financial’s December 4, 2020 enhanced proposal and the exchange ratio methodology provided therein. The exclusivity agreement provided for a 30-day exclusivity period, to be automatically extended by 15 days if the parties were negotiating in good faith. After this date, there were no further changes to the methodology for determining the exchange ratio or the merger consideration—as described below, the formula set forth in SVB Financial’s December 4, 2020 enhanced proposal was applied as of the close of trading on December 31, 2020 to generate the final agreed-upon exchange ratio and corresponding merger consideration.

Throughout the month of December, the parties worked to complete their respective due diligence reviews, and Mr. Becker and Mr. DeChellis and other representatives of the parties continued discussions regarding due diligence and transaction terms. At no point during this exclusivity period did any party submit any proposal or indication of interest, or make any inquiry, regarding a potential acquisition or strategic business combination to Boston Private or its representatives.

On December 10, 2020, the Finance Committee of the SVB Financial board met with representatives of SVB Financial management and discussed matters related to the potential acquisition of Boston Private.

At a special meeting of the Boston Private board on December 17, 2020, which representatives of management, Morgan Stanley and Wachtell Lipton also attended, Mr. DeChellis and representatives of Morgan Stanley updated the board on the status of both parties’ due diligence reviews and the potential timeline for announcing a transaction. Representatives of Morgan Stanley also discussed with the board recent market activity and the relative stock price performance of the parties.

On December 21, 2020, SVB Financial’s outside legal counsel, Sullivan & Cromwell LLP, which we refer to as “Sullivan & Cromwell,” sent an initial draft of the merger agreement to Wachtell Lipton. Between December 21, 2020, and January 4, 2021, Sullivan & Cromwell and Wachtell Lipton exchanged several drafts of the merger agreement and related transaction documents to be entered into in connection with the merger agreement, and engaged in negotiations of the terms in the merger agreement. Through these negotiations, the parties finalized all material terms in the merger agreement—including those related to the closing conditions, deal protection and non-solicitation provisions, termination provisions and the termination fee payable by Boston Private in certain circumstances—prior to December 27, 2020, when SVB first provided a proposed term sheet to Mr. DeChellis regarding his continued employment following completion of the merger, with the finalization of the remaining terms and documentation, including the preparation and compilation of the disclosure schedules, continuing through January 4, 2021.

On December 27, 2020, SVB Financial provided a proposed term sheet to Mr. DeChellis outlining for the first time the terms proposed by SVB Financial for Mr. DeChellis’s continued employment following completion of the merger. Prior to this time, SVB Financial had not made any proposal to Mr. DeChellis regarding his compensation or the terms of his employment with SVB Financial following the merger. Between December 27, 2020 and December 31, 2020, Mr. DeChellis and representatives of SVB Financial engaged in negotiations and exchanged several drafts of the term sheet. On January 1, 2021, representatives of SVB Financial sent Mr. DeChellis a draft of the letter agreement proposed by SVB Financial regarding Mr. DeChellis’s continued employment following completion of the merger, and over the course of January 2, 2021 Mr. DeChellis and representatives of SVB Financial continued negotiations on the material terms of the letter agreement. Through the course of these negotiations and under the final terms of Mr. DeChellis’s letter agreement with SVB Financial, Mr. DeChellis agreed to forfeit 391,850 performance-based options in respect of Boston Private common stock (which options had a grant date value of $1,250,000) and to forgo any right he may have under his existing employment agreement with Boston Private to resign for good reason and receive severance benefits as a

-56-

result of the merger. Further, in consideration for a fixed severance payment in the event of Mr. DeChellis’s qualifying termination of employment following the closing of the merger, Mr. DeChellis agreed to waive his existing termination protections with respect to his Boston Private equity awards and will not receive termination protections on his sign-on SVB Financial equity awards. Mr. DeChellis’s letter agreement provides that upon completion of the merger, he will serve as Chief Executive Officer of Private Banking & Wealth Management of SVB Financial. In this role, Mr. DeChellis would co-lead the combined private banking and wealth management business of the combined company with Yvette Butler, the pre-closing head of Private Banking and Wealth Advisory at SVB Financial. Mr. DeChellis will not be an executive officer of SVB Financial or subject to Section 16 of the Exchange Act or the rules and regulations promulgated thereunder upon completion of the merger. For additional details regarding the terms of Mr. DeChellis’s letter agreement with SVB Financial, see “The Merger—Interests of Boston Private’s Directors and Executive Officers in the Merger—Letter Agreement Between SVB Financial and Anthony DeChellis.”

Other than the negotiations regarding Mr. DeChellis’s post-closing letter agreement described above, no specific retention arrangements or offers of post-closing employment were made by SVB Financial to any member of Boston Private management at any time prior to the execution and delivery of the merger agreement and public announcement of the transaction.

On December 30, 2020, the Boston Private board held a special meeting which representatives of Boston Private management, Morgan Stanley and Wachtell Lipton also attended. At the meeting, representatives of management reviewed Boston Private’s operating performance and most up-to-date standalone forecasts with the board, and, together with Boston Private’s advisors, updated the board on the results of the mutual due diligence process. Representatives of Morgan Stanley discussed with the board the recent trading performance of SVB Financial’s common stock and the value of the proposed consideration in the transaction based on the then-current exchange ratio as determined pursuant to the framework set forth in SVB Financial’s December 4, 2020 proposal. Representatives of Wachtell Lipton reviewed the board’s fiduciary duties and discussed with the board the status of negotiations with respect to, and the material terms of, the merger agreement. During the meeting, the board engaged in further discussions regarding the benefits of the proposed transaction with SVB Financial relative to Boston Private’s available alternatives, including its standalone plan and the risks and uncertainties associated with the standalone plan, particularly given the current economic environment, as compared to the potential risks and uncertainties of a potential transaction with SVB Financial. The Boston Private board also discussed with its advisors and management applying the formula set forth in SVB Financial’s December 4, 2020 proposal as of the close of trading on December 31, 2020 to generate a final exchange ratio and corresponding merger consideration. Following discussions, the Boston Private board unanimously expressed the view that the proposed transaction with SVB Financial offered significantly greater benefits, with significantly reduced risks, as compared to Boston Private’s available alternatives, and unanimously authorized Boston Private management to move forward with negotiating the transaction on the terms described to the board and to seek to finalize negotiations with SVB Financial as promptly as practicable.

At a special meeting of the SVB Financial board on December 30, 2020, the board met and discussed the potential acquisition of Boston Private and related matters with SVB Financial management as well as representatives of Goldman Sachs and Sullivan & Cromwell.

Following the close of trading on December 31, 2020, the parties applied the formula set forth in SVB Financial’s December 4, 2020 proposal to generate a final exchange ratio and corresponding merger consideration. Over the following days, the parties and their advisors finalized negotiation of the remaining terms of the merger agreement and the other transaction documents.

On January 4, 2021, the Boston Private board held a special meeting, which representatives of Boston Private management, Morgan Stanley and Wachtell Lipton attended. At the meeting, Mr. DeChellis updated the Boston Private board on the status of the proposed merger with SVB Financial, and reviewed the strategic rationale and the anticipated benefits of the proposed merger. Representatives of Morgan Stanley reviewed the financial aspects of the proposed merger, including discussing the various financial methodologies used in

-57-

Morgan Stanley’s analysis, and rendered to the Boston Private board an oral opinion, subsequently confirmed by delivery of a written opinion dated as of January 4, 2021, that as of that date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review set forth in such opinion, the consideration to be received by the holders of Boston Private common stock pursuant to the merger agreement was fair from a financial point of view to such holders. See “—Opinion of Boston Private’s Financial Advisor.” Representatives of Wachtell Lipton discussed with the board the terms of the merger agreement and related transaction documents, including the employment agreement to be entered into between Mr. DeChellis and SVB Financial to be effective upon the closing of the merger, and further discussed with the directors their fiduciary duties in connection with their consideration of the proposed merger. In connection with their review of the merger agreement, the board discussed with representatives of Wachtell Lipton, as they had previously done, the terms of the merger agreement related to potential alternative acquisition proposals, including Boston Private’s right, subject to certain conditions, to provide nonpublic information in response to, and to discuss and negotiate, certain bona fide unsolicited acquisition proposals in the event another party were to submit such a proposal after the execution of the merger agreement and before Boston Private’s shareholders approved the merger agreement, which would enable Boston Private to consider and negotiate a superior proposal in the event one emerged. After considering the proposed terms of the merger agreement and related transaction documents and the various presentations of its financial and legal advisors, and taking into consideration the matters discussed during that meeting and prior meetings of the Boston Private board, including the strategic alternatives discussed at those meetings, the availability of alternative transactions and the likelihood of any other party offering financial and other terms that would be superior to the proposed merger and the fact that no other party had made any such proposal, the anticipated benefits and the potential risks and uncertainties related to the merger as compared to Boston Private’s available alternatives, including its standalone plan, and the potential benefits and risks of pursuing discussions with other potential strategic parties instead of entering into a transaction with SVB Financial on the terms proposed, and after considering the factors described under “—Boston Private’s Reasons for the Merger; Recommendation of the Boston Private Board of Directors,” the Boston Private board unanimously determined that the merger, the merger agreement and the other transactions contemplated by the proposed merger agreement offer significantly greater benefits, with significantly reduced risks, as compared to Boston Private’s available alternatives and are advisable, fair to and in the best interests of Boston Private and its shareholders, and the Boston Private board unanimously approved and adopted the proposed merger agreement and the transactions contemplated by it and determined to recommend that Boston Private shareholders approve the merger agreement.

At a special meeting of the SVB Financial board on January 4, 2021, representatives of SVB Financial management, Goldman Sachs and Sullivan & Cromwell summarized the negotiations that had taken place and reviewed the merger consideration to be paid by SVB Financial and the terms of the merger agreement. Representatives of Goldman Sachs reviewed the financial aspects of the proposed merger. Representatives of Sullivan & Cromwell reviewed with the SVB Financial board the SVB Financial directors’ fiduciary duties under applicable law. The SVB Financial board discussed the terms of the agreements and the representatives of SVB Financial management, Goldman Sachs and Sullivan & Cromwell answered the SVB Financial directors’ questions. After discussion and taking into account the factors described below under “—SVB Financial’s Reasons for the Merger,” the SVB Financial board unanimously approved the proposed merger agreement and the transactions contemplated thereby.

Subsequently, the merger agreement and related agreements were executed and delivered and the transaction was announced on January 4, 2021 in a press release issued jointly by SVB Financial and Boston Private.

On January 5, 2021, HoldCo issued two public letters to Boston Private, one of which attached a presentation, relating to, among other things, the merger and the process undertaken by the Boston Private board in approving the merger. HoldCo also issued press releases relating to each of the letters.

-58-

On January 22, 2021, HoldCo submitted a notice to Boston Private purporting to nominate five director candidates for election to the Boston Private board at Boston Private’s 2021 annual meeting of shareholders. On January 27, 2021, HoldCo issued a press release relating to this notice. Later that day, Boston Private issued a press release confirming receipt of this notice.

On February 24, 2021, HoldCo filed a preliminary proxy statement with the SEC opposing the merger and soliciting votes of Boston Private shareholders in opposition to the Boston Private board’s recommendations on each of the proposals to be voted on at the special meeting.

On March 7, 2021, Boston Private received notice from HoldCo that HoldCo had withdrawn its nomination notice with respect to HoldCo’s co-founders Michael Zaitzeff and Vikaran Ghei, who were two of HoldCo’s purported director nominees for election to the Boston Private board at Boston Private’s 2021 annual meeting of shareholders, but that HoldCo’s purported nomination of the three other director candidates referred to in its January 22, 2021 notice was unchanged.

Boston Private’s Reasons for the Merger; Recommendation of the Boston Private Board of Directors

In reaching its decision to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that its shareholders approve the merger agreement, the Boston Private board evaluated the merger in consultation with Boston Private management, as well as Boston Private’s financial and legal advisors, and considered a number of factors, including the following material factors:

-59-

-60-

-61-

In considering the recommendation of the Boston Private board, you should be aware that certain directors and executive officers of Boston Private may have interests in the merger that are different from, or in addition to, interests of shareholders of Boston Private generally. The Boston Private board was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger and the other transactions contemplated by the merger agreement, including by specifically structuring the negotiations with SVB Financial to ensure that the material terms of the merger and the other transactions contemplated by the merger agreement were negotiated prior to the negotiation of retention or post-closing employment arrangements with any members of Boston Private management. The Boston Private board was also aware of these interests and considered them in recommending to Boston Private’s shareholders that they vote in favor of the merger agreement proposal. See “The Merger—Interests of Boston Private Directors and Executive Officers in the Merger.”

This discussion of the information and factors considered by the Boston Private board includes the material factors considered by the Boston Private board, but it is not intended to be exhaustive and may not include all the factors considered by the Boston Private board. In view of the wide variety of factors considered, and the complexity of these matters, the Boston Private board did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that Boston Private shareholders vote in favor of the merger agreement proposal. Rather, the Boston Private board viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it, including discussions with Boston Private’s management and its financial and legal advisors. In addition, individual members of the Boston Private board may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the Boston Private board and the other information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the Boston Private board of directors unanimously recommends that the Boston Private shareholders vote “FOR” the merger proposal.

Opinion of Boston Private’s Financial Advisor

Boston Private retained Morgan Stanley to provide it with financial advisory services in connection with a possible strategic transaction with SVB Financial, and, if requested by Boston Private, a financial opinion with respect thereto. Boston Private selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s

-62-

qualifications, expertise and reputation and its knowledge of the financial services industry, market and regulatory environment and business and affairs of Boston Private. Morgan Stanley rendered to the Boston Private board at its special meeting on January 4, 2021, its oral opinion, subsequently confirmed by delivery of a written opinion dated January 4, 2021, that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the consideration to be received by holders of the shares of Boston Private common stock pursuant to the merger agreement was fair from a financial point of view to holders of shares of Boston Private common stock (other than exception shares).

The full text of the written opinion of Morgan Stanley, dated January 4, 2021, is attached as Annex B and incorporated by reference into this proxy statement/prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Shareholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion is directed to the Boston Private board and addresses only the fairness, from a financial point of view to holders of shares of Boston Private common stock (other than holders of exception shares) of the consideration to be received by holders of shares of Boston Private common stock pursuant to the merger agreement as of the date of the opinion. Morgan Stanley’s opinion does not address any other aspect of the transactions contemplated by the merger agreement and does not constitute a recommendation to shareholders of Boston Private as to how to vote at the shareholders’ meeting held with respect to the merger or any other matter or whether to take any other action with respect to the merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. In addition, the opinion does not in any manner address the price at which SVB Financial common stock will trade following the consummation of the merger or at any time.

For purposes of rendering its opinion, Morgan Stanley, among other things:

-63-

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by Boston Private and SVB Financial, and formed a substantial basis for its opinion.

At Boston Private’s direction, Morgan Stanley’s analysis relating to the business and financial prospects for Boston Private for purposes of its opinion was made on the basis of (a) certain financial projections with respect to Boston Private prepared by the management of Boston Private, which forecasts were approved by Boston Private for Morgan Stanley’s use (the “Boston Private Financial Projections”) and (b) certain financial projections with respect to Boston Private that were primarily derived from a consensus of selected Wall Street equity research financial forecasts identified by the management of Boston Private, which forecasts were extrapolated for certain fiscal years based on Boston Private’s guidance and approved by Boston Private for Morgan Stanley’s use (such forecasts and extrapolations thereof, the “Boston Private Street Forecasts”). At Boston Private’s direction, Morgan Stanley’s analysis relating to the business and financial prospects for SVB Financial for purposes of its opinion was made on the basis of certain financial projections with respect to SVB Financial that were primarily derived from a consensus of selected Wall Street equity research financial forecasts identified by the management of Boston Private, which forecasts were extrapolated for certain fiscal years based on Boston Private’s guidance and approved by Boston Private for Morgan Stanley’s use (such forecasts and extrapolations thereof, the “SVB Financial Street Forecasts”). Morgan Stanley was advised by Boston Private, and assumed, with the consent of Boston Private, that the Boston Private Financial Projections, including information relating to certain strategic, financial and operational benefits anticipated from the merger, have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Boston Private of the future financial performance of Boston Private, and the Boston Private Street Forecasts and the SVB Financial Street Forecasts were reasonable bases upon which to evaluate the business and financial prospects of Boston Private and SVB Financial, respectively. Morgan Stanley expressed no view as to the Boston Private Financial Projections, the Boston Private Street Forecasts or the SVB Financial Street Forecasts or the assumptions on which they were based, including the selection of the equity research financial forecasts from which the Boston Private Street Forecasts or the SVB Financial Street Forecasts were derived.

In addition, Morgan Stanley assumed, in all respects material to its analysis, that the merger would be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the merger will be treated as a tax-free reorganization, pursuant to the Internal Revenue Code of 1986, as amended, and that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger in a manner that would be material to Morgan Stanley’s analysis. Morgan Stanley is not an expert in the evaluation of allowance for loan losses, and it neither made an independent evaluation of the adequacy of the allowance for loan losses at Boston Private or SVB Financial, nor did it examine any individual loan credit files of Boston Private or SVB Financial nor was it requested to conduct such a review, and, as a

-64-

result, Morgan Stanley assumed that the aggregate allowance for loan losses of Boston Private and SVB Financial, respectively, is adequate. Morgan Stanley is not a legal, tax, or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Boston Private and SVB Financial and their legal, tax, or regulatory advisors with respect to legal, tax, or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Boston Private’s officers, directors or employees, or any class of such persons, relative to the consideration to be paid to holders of shares of Boston Private common stock in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Boston Private or SVB Financial, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it, as of January 4, 2021. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the merger agreement as compared to any other alternative business transaction, or other business or financial strategies that might be available to Boston Private, nor did it address the underlying business decision of Boston Private to enter into the merger agreement or proceed with the transactions contemplated by the merger agreement.

Summary of Financial Analyses of Morgan Stanley

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated January 4, 2021. The various financial analyses summarized below were based on closing prices of Boston Private common stock and SVB Financial common stock as of December 31, 2020, the last full trading day preceding the date of the special meeting of the Boston Private board to consider, adopt and approve the merger agreement. For purposes of its analyses, Morgan Stanley assumed that the consideration per share of Boston Private common stock pursuant to the merger agreement had a value of $10.94, representing the sum of the $2.10 cash component of the per share consideration and the value of the stock component of the per share consideration, based on the closing price of SVB Financial common stock of $387.83 on December 31, 2020, the last full trading day prior to the meeting of the Boston Private board held on January 4, 2021 to consider, adopt and approve the merger agreement. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.

Boston Private Standalone Analyses

Boston Private Public Trading Comparables Analysis

Morgan Stanley performed a public trading comparables analysis, which is designed to provide an implied trading value of a company by comparing it to selected companies with similar characteristics to the company. Morgan Stanley compared certain financial information of Boston Private with publicly available information for a group of selected companies. The selected companies were chosen based on Morgan Stanley’s knowledge of the industry and because these companies have businesses that may be considered similar to Boston Private’s.

The group of selected companies consisted of publicly traded banks with a geographic focus in the Northeast and Mid-Atlantic regions of the United States with total assets between $5 billion and $30 billion and a ratio for fiscal year 2019 of fee income to operating revenue of between 20% and 40%. The selected companies consisted of:

-65-

In all instances, multiples were based on closing stock prices on December 31, 2020. For each of the following analyses performed by Morgan Stanley, financial and market data for the group of selected companies were based on the most recent publicly available information and Wall Street consensus estimates.

With respect to the group of selected companies, the information Morgan Stanley presented included:

Based on the analysis of the relevant metrics for each of the selected banks, and taking into account differences between Boston Private and the selected banks including with respect to historical profitability, cost of deposits and credit metrics, Morgan Stanley selected a range of multiples and applied this range of multiples to the relevant financial statistics for Boston Private. For purposes of this analysis, Morgan Stanley utilized estimated diluted earnings per share for 2021 and 2022 as set forth in the Boston Private Street Forecasts and the Boston Private Financial Projections.

-66-

Morgan Stanley estimated the implied trading value per share of Boston Private common stock as of December 31, 2020, as follows:

Morgan Stanley also did a regression-based analysis based on Price / Tangible Book Value versus 2022 return on tangible common equity for each of the selected companies. The range of estimated regression-based analysis implied values represents a 25% to 15% discount to the value implied by the regression line equation. Utilizing a 2022 return on tangible common equity estimate for Boston Private of 7.2%, as set forth in the Boston Private Street Forecasts, the low-end range of $8.30 represents the implied value if Boston Private were valued at 75% of the value implied by the regression line and the high-end range of $9.41 represents the implied value if Boston Private were valued at 85% of the value implied by the regression line. Utilizing a 2022 return on tangible common equity estimate for Boston Private of 8.0%, as set forth in the Boston Private Financial Projections, the low-end range of $8.76 represents the implied value if Boston Private were valued at 75% of the value implied by the regression line and the high-end range of $9.92 represents the implied value if Boston Private were valued at 85% of the value implied by the regression line.

No company in the public trading comparables analysis is identical to Boston Private. In evaluating the group of selected companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Boston Private, such as the impact of competition on the business of Boston Private or the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of Boston Private or the industry or in the financial markets in general. Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using peer group data.

Boston Private Dividend Discount Analysis

Using the Boston Private Street Forecasts for 2021 and 2022 and the Boston Private Financial Projections for 2021 and 2022 and assuming, at the direction of Boston Private management, 5.0% annual growth thereafter and that Boston Private would make distributions of capital in excess of the amount necessary to achieve a 11.0% common equity Tier 1 ratio level, Morgan Stanley performed a dividend discount analysis for Boston Private on a standalone basis. Morgan Stanley calculated a range of implied values per share of Boston Private common stock based on the sum of the discounted present values of (a) projected dividends on shares of Boston Private common stock for 2021 through 2025 and (b) a projected terminal value of Boston Private common stock as of December 31, 2025.

Morgan Stanley based its analysis on a range of terminal forward multiples of 11.0x to 13.0x to the terminal year 2025 estimated earnings, 8.5% to 10.5% discount rates, using the capital asset pricing model, and a 1.0% opportunity cost of cash. Utilizing the range of discount rates and terminal value multiples, Morgan Stanley derived an implied valuation range of present value indications per share of Boston Private common stock

-67-

ranging from $7.14 to $8.89 using the Boston Private Street Forecasts and $7.70 to $9.66 using the Boston Private Financial Projections.

Boston Private Analyst Price Targets Analysis

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed future public market trading price targets for Boston Private common stock prepared and published by research analysts prior to December 31, 2020, as reported by Capital IQ. These forward targets reflected each analyst’s estimate of the future public market trading price of Boston Private common stock. The range of such analyst price targets per share for Boston Private common stock discounted for one year back to December 31, 2020 at a rate of 9.5%, such discount rate selected by Morgan Stanley, upon the application of its professional judgment, to reflect Boston Private’s cost of equity as of December 31, 2020, was $7.08 to $8.22 per share.

The public market trading price targets published by research analysts do not necessarily reflect current market trading prices for Boston Private common stock, and these estimates are subject to uncertainties, including the future financial performance of Boston Private and future financial market conditions.

SVB Financial Standalone Analyses

Morgan Stanley noted that the closing price of SVB Financial common stock on December 31, 2020, the last full trading day prior to the meeting of the board of directors of Boston Private held on January 4, 2021 to consider and approve the merger agreement, was $387.83.

SVB Financial Public Trading Comparables Analysis

Morgan Stanley performed a public trading comparables analysis, which is designed to provide an implied trading value of a company by comparing it to selected companies with similar characteristics to the company. Morgan Stanley compared certain financial information of SVB Financial with publicly available information for the selected companies. The selected companies were chosen based on Morgan Stanley’s knowledge of the industry and because these companies have businesses that may be considered similar to SVB Financial’s.

The selected companies consisted of all publicly traded banks in the United States with total assets between $50 billion and $215 billion and a ratio of fee income to operating revenue for fiscal year 2019 of between 15% and 75%, excluding Ally Financial Inc. and CIT Group Inc. The selected companies consisted of:

-68-

In all instances, multiples were based on closing stock prices on December 31, 2020. For each of the following analyses performed by Morgan Stanley, financial and market data for the selected companies were based on the most recent publicly available information and Wall Street consensus estimates.

With respect to the selected companies, the information Morgan Stanley presented included:

Based on the analysis of the relevant metrics for each of the selected banks, Morgan Stanley selected a range of multiples and applied this range of multiples to the relevant financial statistics for SVB Financial. For purposes of this analysis, Morgan Stanley utilized estimated diluted earnings per share for 2021 and 2022 as set forth in the SVB Financial Street Forecasts.

Morgan Stanley estimated the implied trading value per share of SVB Financial common stock as of December 31, 2020, as follows:

Morgan Stanley also did a regression-based analysis based on Price / Tangible Book Value versus 2022 return on tangible common equity for each of the selected companies. The range of estimated regression-based analysis implied values represents a 15% to 60% premium to the value implied by the regression line equation. Utilizing a 2022 return on tangible common equity estimate for SVB Financial of 11.6%, as set forth in the SVB Financial Street Forecasts, the low-end range of $240.57 represents the implied value if SVB Financial were valued at 115% of the value implied by the regression line and the high-end range of $334.71 represents the implied value if SVB Financial were valued at 160% of the value implied by the regression line.

No company in the public trading comparables analysis is identical to SVB Financial. In evaluating the group of selected companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of SVB Financial, such as the impact of competition on the business of SVB Financial or the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of SVB Financial or the industry or in the financial markets in general. Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using peer group data.

SVB Financial Dividend Discount Analysis

Using the SVB Financial Street Forecasts for 2021 and 2022 and assuming, at the direction of the management of Boston Private, 8% annual growth thereafter and that SVB Financial would make distributions of capital in excess of the amount necessary to achieve an 11.0% common equity Tier 1 ratio level, Morgan Stanley performed a dividend discount analysis for SVB Financial on a standalone basis. Morgan Stanley calculated a

-69-

range of implied values per share of SVB Financial common stock based on the sum of the discounted present values of (a) projected dividends on shares of SVB Financial common stock for 2021 through 2025 and (b) a projected terminal value of SVB Financial common stock as of December 31, 2025.

Morgan Stanley based its analysis on a range of terminal forward multiples of 14.0x to 22.0x to the terminal year 2025 estimated earnings, 7.2% to 9.2% discount rates, using the capital asset pricing model, and a 1.0% opportunity cost of cash. Utilizing the range of discount rates and terminal value multiples, Morgan Stanley derived an implied valuation range of present value indications per share of SVB Financial common stock ranging from $293.15 to $467.36.

SVB Financial Analyst Price Targets Analysis

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed future public market trading price targets for SVB Financial common stock prepared and published by research analysts prior to December 31, 2020, as reported by Capital IQ. These forward targets reflected each analyst’s estimate of the future public market trading price of SVB Financial common stock. The range of such analyst price targets per share for SVB Financial common stock discounted for one year back to December 31, 2020 at a rate of 8.2%, such discount rate selected by Morgan Stanley, upon the application of its professional judgment, to reflect SVB Financial’s cost of equity as of December 31, 2020, was $281.88 to $406.64 per share.

The public market trading price targets published by research analysts do not necessarily reflect current market trading prices for SVB Financial common stock, and these estimates are subject to uncertainties, including the future financial performance of SVB Financial and future financial market conditions.

Pro Forma Accretion/Dilution Analysis

Morgan Stanley reviewed and analyzed the estimated pro forma impact of the merger on (a) projected accretion/(dilution) to holders of SVB Financial common stock for the year 2021, (b) projected accretion/(dilution) to holders of SVB Financial common stock for the year 2022, (c) tangible book value per share of SVB Financial as of the closing date and (d) common equity Tier 1 ratio as of the closing date, in each case based on the Boston Private Financial Projections, the SVB Financial Street Forecasts and the Synergies. For purposes of the tangible book value per share and common equity Tier 1 ratio analyses, Morgan Stanley utilized an estimated closing date of June 30, 2021. Based on these analyses, Morgan Stanley calculated (a) an estimated pro forma accretive impact to earnings per share for holders of SVB Financial common stock of 0.4% for 2021, (b) an estimated pro forma accretive impact to earnings per share for holders of SVB Financial common stock of 3.9% for 2022, (c) an estimated pro forma accretive impact on tangible book value per share of SVB Financial as of the closing date of 1.4%, assuming the full impact of one-time merger-related expenses, and (d) an estimated pro forma common equity Tier 1 ratio of 12.0% as of the closing date, assuming the impact of estimated one-time merger-related expenses incurred prior to or around closing as directed by the management of Boston Private. Any such estimates are not indicative of future results or actual values, which may be significantly more or less favorable than those suggested by the estimates.

General

In connection with the review of the merger by Boston Private’s board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various

-70-

assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Boston Private or SVB Financial. In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters which are beyond the control of Boston Private or SVB Financial. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view to holders of Boston Private common stock (other than holders of exception shares) of the consideration to be received by the holders of shares of Boston Private common stock pursuant to the merger agreement, and in connection with the delivery of its oral opinion, and its subsequent written opinion, to the Boston Private board. These analyses do not purport to be appraisals or to reflect the prices at which Boston Private common stock or SVB Financial common stock might actually trade. Morgan Stanley expressed no opinion or recommendation as to how the shareholders of Boston Private should vote at the shareholders meeting to be held in connection with the merger.

The consideration to be received by the holders of shares of Boston Private common stock was determined through arm’s-length negotiations between Boston Private and SVB Financial and was approved by the Boston Private board. Morgan Stanley provided advice to Boston Private during these negotiations but did not, however, recommend any specific form, mix or amount of consideration to Boston Private, or that any specific form, mix or amount of consideration constituted the only appropriate consideration for the merger.

Morgan Stanley’s opinion and its presentation to Boston Private’s board of directors was one of many factors taken into consideration by the Boston Private board in deciding to adopt and approve the merger agreement, the merger and the other transactions contemplated thereby. See “Boston Private’s Reasons for the Merger; Recommendation of the Boston Private Board of Directors” beginning on page 59 of this proxy statement/prospectus. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Boston Private board with respect to the consideration to be received by the holders of shares of Boston Private common stock pursuant to the merger agreement or of whether the Boston Private board would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

Boston Private’s board of directors retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is an internationally recognized investment banking and advisory firm. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Boston Private, SVB Financial or any other company, or any currency or commodity, that may be involved in this transaction, or any related derivative instrument.

Under the terms of its engagement letter, as compensation for its services relating to the merger, Boston Private has agreed to pay Morgan Stanley a fee of $10 million in the aggregate, $2 million of which was payable upon the rendering of its opinion and $8 million of which is contingent upon the consummation of the merger. Boston Private has also agreed to reimburse Morgan Stanley for certain of its reasonable out-of-pocket expenses incurred in performing its services. In addition, Boston Private has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses related to or arising out of Morgan Stanley’s

-71-

engagement. During the two years preceding the date of delivery of Morgan Stanley’s written opinion, Morgan Stanley and its affiliates have provided financing services to SVB Financial for which Morgan Stanley and its affiliates have received aggregate fees of approximately $2 to 4 million. In the two years preceding the date of delivery of Morgan Stanley’s written opinion, Morgan Stanley and its affiliates did not receive any fees for providing investment banking services to Boston Private other than in connection with the transactions contemplated by the merger agreement. Morgan Stanley may also seek to provide financial advisory and financing services to Boston Private, SVB Financial and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

For purposes of the analyses performed using the Wall Street equity research consensus estimates for Boston Private, with the approval of Boston Private management, Morgan Stanley assumed (a) Boston Private risk-weighted assets of $6.7 billion as of December 31, 2020 and an annual growth rate of 5.0% thereafter, (b) an annual net income growth rate of 5.0% for each of the years ending December 31, 2023, 2024 and 2025 and (c) a target CET1 ratio of 11.0% as of December 31, 2021, 2022, 2023, 2024 and 2025.

With the approval of Boston Private management, for purposes of certain of its analyses, Morgan Stanley also used Wall Street equity research consensus estimates as of and for the years ending, as applicable, December 31, 2021 and 2022 for SVB Financial, including the following:

With respect to the Wall Street equity research consensus estimates for SVB Financial, with the approval of Boston Private management, Morgan Stanley assumed annual net income and risk-weighted asset growth rates of 8.0% as of and for each of the years ending, as applicable, December 31, 2023, 2024 and 2025, and assumed a target CET1 ratio of 11.0% as of December 31, 2021, 2022, 2023, 2024 and 2025.

With the approval of Boston Private management, for purposes of certain of its analyses, Morgan Stanley used estimates relating to certain anticipated strategic, financial and operational benefits to SVB Financial arising from, and following the completion of, the merger, including estimated annual run-rate cost savings of 20% of Boston Private’s expected non-interest expenses for the year ended December 31, 2020, phased in 25% in 2021, 75% in 2022 and 100% thereafter. With the approval of Boston Private management, for purposes of certain of its analyses, Morgan Stanley also used estimates relating to certain anticipated costs to SVB Financial in connection with and arising from the merger, including $200 million of estimated pre-tax restructuring costs relating to growth investments and integration.

In addition to the unaudited prospective financial information described above, in September 2020, Boston Private management prepared and discussed with the Boston Private board unaudited prospective financial information based on assumptions that were unlikely to be achieved but that illustrated the range of potential outcomes for Boston Private’s business on a standalone basis under highly optimistic and pessimistic scenarios, including based on different assumptions with respect to the future interest rate environment, rates of loan and deposit growth, extent of credit deterioration and hiring and incentive structure of new wealth management teams. The highly optimistic scenario yielded estimated net income for the years ended December 31, 2021 and 2022 of $54.6 million and $79.8 million, respectively, and the pessimistic scenario yielded estimated net income for the years ended December 31, 2021 and 2022 of $32.9 million and $49.9 million, respectively. The highly optimistic scenario was subsequently updated and discussed with the Boston Private board in November 2020, and as so updated, yielded estimated net income for the years ended December 31, 2021 and 2022 of $57.1 million and $86.0 million, respectively. Because the assumptions underlying these highly optimistic and pessimistic scenarios were determined by the Boston Private board and Boston Private management to be unlikely to be achieved, this unaudited prospective financial information was provided to the Boston Private board for informational purposes only, and was not used or authorized for use by Morgan Stanley in its fairness analysis.

-73-

The inclusion of any of the foregoing information should not be regarded as an indication that any of Boston Private, SVB Financial, Morgan Stanley, their respective representatives or any other recipient of this information considered, or now considers, 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.

This information was not prepared for external use and is subjective in many respects. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to Boston Private’s and SVB Financial’s businesses, all of which are difficult to predict and many of which are beyond Boston Private’s or SVB Financial’s control. The unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Boston Private can give no assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. In addition, since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth above, 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 Boston Private’s and SVB Financial’s businesses, industry performance, general business and economic conditions (including in connection with the COVID-19 pandemic), customer requirements, competition and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, please see the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Boston Private’s nor SVB Financial’s respective independent registered public accounting firms, nor any other independent accountants, have compiled, examined or performed any procedures 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.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Boston Private and SVB Financial can give no assurance that, had the unaudited prospective financial information been prepared either as of the date of the merger agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Boston Private and SVB Financial do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since its 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 changes in general economic or industry conditions. The unaudited prospective financial information does not take into account the possible financial and other effects on Boston Private or SVB Financial of the merger and does not attempt to predict or suggest future results of the combined company. The unaudited prospective financial information does not give effect to the merger, including the impact of negotiating 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 combined company as a result of the merger, the effect on Boston Private or SVB Financial of any 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 which would likely have been taken if the merger agreement 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 Boston Private or SVB Financial of any possible failure of the merger to occur. None of Boston Private, SVB Financial, Morgan Stanley, or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any shareholder of Boston Private or

-74-

SVB Financial or other person regarding Boston Private’s or SVB Financial’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the forecasted results will be achieved. The inclusion of the unaudited prospective financial information herein should not be deemed an admission or representation by Boston Private, SVB Financial, Morgan Stanley or any other person that it is viewed as material information of Boston Private or SVB Financial, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the unaudited prospective financial information included above is not being included to influence your decision whether to vote in favor of the merger proposal or any other proposal to be considered at the special meeting, but is being provided solely because it was made available to Boston Private’s financial advisor in connection with the merger.

In light of the foregoing, and considering that the special meeting will be held several months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Boston Private shareholders are cautioned not to place unwarranted reliance on such information, and Boston Private urges all Boston Private shareholders to review Boston Private’s and SVB Financial’s most recent SEC filings for a description of Boston Private’s and SVB Financial’s respective reported financial results. See “Where You Can Find More Information.”

SVB Financial’s Reasons for the Merger

In evaluating the potential acquisition of Boston Private and in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the SVB Financial board consulted with SVB Financial management, as well as its financial and legal advisors, and considered a number of factors, including the following: