UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant    ¨☒

Filed by a Party other than the Registrant    ¨☐

Check the appropriate box:

SVB FINANCIAL GROUP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Thursday, April 21, 2016

4:30 P.M.

TO THE STOCKHOLDERS:

I am pleased to invite you to attend the 2016 Annual Meeting of Stockholders of SVB Financial Group, a Delaware corporation, which will be held at our offices located at 3005 Tasman Drive, Santa Clara, California 95054, on Thursday, April 21, 2016 at 4:30 p.m., Pacific Time. The purposes of the meeting are to:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. To assure your representation at the meeting, you are encouraged to vote your shares as soon as possible. Voting instructions are included in: (i) for those stockholders receiving printed proxy materials, the enclosed Proxy Card, and (ii) for all other stockholders, the Notice Regarding the Availability of Proxy Materials (as further described in the Proxy Statement). Any stockholder attending the meeting may vote in person even if such stockholder has previously voted by proxy.

Only stockholders of record at the close of business on February 23, 2016 may vote at the meeting or any postponement or adjournment thereof.

Santa Clara, California

March 3, 2016

PROXY STATEMENT—TABLE OF CONTENTS

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SUMMARY PERFORMANCE AND PROXY INFORMATION

This summary highlights our 2015 performance, as well as information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should review this entire Proxy Statement, as well as our Annual Report on Form 10-K for the year 2015.

2015 PERFORMANCE

2015 FINANCIAL PERFORMANCE (COMPAREDTO 2014)

GROWTH ASSETS. All-time high of $40.8 billion in average total assets (up 24%). LOANS. All-time high of $14.8 billion in average total loan balances, net of unearned income (up 28%). DEPOSITS. All-time high of $36.3 billion in average total deposit balances (up 28%). CLIENT INVESTMENT FUNDS. All-time high of $39.2 billion in average total client investment fund balances (off-balance sheet) (up 31%).

PROFITABILITY EPS. Earnings per diluted share (“EPS”) of $6.62 (up 25%). NETINCOME. All-time high consolidated net income available to common stockholders of $343.9 million (up 30%). •      Net interest income of $1.0 billion (up 18%). •      Noninterest income of $472.8 million, with non-GAAP core fee income (fee income for deposit services, letters of credit, business credit card, client investment, foreign exchange and lending-related activities) of $265.4 million+ (up 27%).

FOCUS ON RETURNS ROE. Return on average equity (annualized) (“ROE”) performance of 11.18%. TSR. Total Stockholder Return ranked in sixth position against peer group of 17 financial institutions. See “Compensation Discussion & Analysis – CompetitiveBenchmarking Against Peers” and “– Elements of 2015 Compensation – Long-term Equity Incentives.”

DISCIPLINE CREDIT QUALITY. Disciplined credit underwriting, with net charge-offs of 0.31% of average total gross loans. CAPITAL/LIQUIDITY. Continued strong capital and liquidity levels, including “well-capitalized” capital ratios pursuant to applicable regulatory requirements.

⁺ This is a non-GAAP financial metric. See Appendix A for reconciliation.

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    ^{SUMMARY INFORMATION}

Mailed to Stockholders on or about March 10, 2016

PROXY STATEMENT

OF

SVB FINANCIAL GROUP

3003

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS

Thursday, April 26, 2018

4:30 P.M. (Pacific Time)

Dear Stockholders:

On behalf of the Board of Directors, I am pleased to invite you to attend the 2018 Annual Meeting of Stockholders of SVB Financial Group, a Delaware corporation, which will be held at our offices located at 3005 Tasman Drive,

Santa Clara, California 95054, on Thursday, April 26, 2018 at 4:30 p.m., Pacific Time. The purposes of the meeting are to:

PROXY STATEMENT GENERAL INFORMATIONSTATEMENT—TABLE OF CONTENTS

General

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GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by, and on behalf of, the Board of Directors (the “Board”) of SVB Financial Group (the “Company”) for useto be voted at our 20162018 Annual Meeting of Stockholders toand any adjournments or postponements of that meeting (the “Annual Meeting”). The Annual Meeting will be held at our offices located at 3005 Tasman Drive, Santa Clara, California 95054, on Thursday, April 21, 201626, 2018 at 4:30 p.m., Pacific Time, and at all postponements or adjournments thereof (the “Meeting”). (ForTime. For directions to attend the Annual Meeting in person, please contact usvisit our website athttp://www.svb.com/locations.aspx.The proxies may also be voted at any adjournments or postponements of the meeting.

All properly executed written proxies and all properly completed proxies submitted by telephone or internet that are delivered pursuant to this solicitation will be voted at the telephone number below.)

Record Date

Only stockholdersAnnual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of record on February 23, 2016 (the “Record Date”) will be entitled to votevoting at the Meeting. Atmeeting.

We are first furnishing the close of businessproxy materials to stockholders on the Record Date, there were 51,629,096 shares of our common stock, $0.001 par value (the “Common Stock”), outstanding.or about March 8, 2018.

Principal Executive OfficesPRINCIPAL EXECUTIVE OFFICES

The Company is a Delaware corporation and financial holding company for Silicon Valley Bank (the “Bank”) and its affiliates. Our principal executive offices are located at 3003 Tasman Drive, Santa Clara, California 95054, and our telephone number at that location is(408) 654-7400.

Important Notice RegardingRECORD DATE

Only stockholders of record as of the Availabilityclose of Proxy Materials forbusiness on February 26, 2018 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the meeting. At the close of business on the Record Date, there were 52,889,741 shares of our common stock, $0.001 par value (“Common Stock”), outstanding.

IMPORTANT NOTICE REGARDINGTHE AVAILABILITYOF PROXY MATERIALSFORTHE ANNUAL MEETING

This Proxy Statement and our 2015 Annual Report on Form10-K for the year ended December 31, 2017 are available electronically atwww.svb.com/proxyproxy.. (The The contents of our website are not incorporated herein by reference and any reference to our website address provided throughout this Proxy Statement is intended to be an inactive textual reference only. See also “Information about Voting and Proxy Solicitation—Delivery of Proxy Materials”below.The contents of the website are not incorporated herein by reference and the website address provided above and throughout this Proxy Statement is intended to be an inactive textual reference only.) See also “Information About Voting and Proxy Solicitation – Delivery of Proxy Materials” below.

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		PROXY STATEMENT INFORMATION

    ^{PROXY STATEMENT INFORMATION}

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Proposal No. 1 – Election of Directors

ELECTION OF DIRECTORS

The Board of Directors Recommends a Vote “For”“FOR” All Nominees

DIRECTOR ELECTION, QUALIFICATIONAND OTHER INFORMATION

Our amended and restated bylaws (the “BylawsDirectors”) require

Upon the Boardrecommendation of Directorsthe Governance Committee, we are pleased to consist of at least eight (8), but no more than thirteen (13) members, with the exact number to be fixed by the Board of Directors. The number of directors authorized by the Board is currently fixed atpropose eleven (11).

Our Board of Directors has nominated eleven (11) directors — ten (10) independent directors and the CEO — director nominees for election at this year’s Meeting to hold office until the next annual meeting. All of our incumbent directors are nominees for re-election to the Board and were recommended by the Governance Committee. All of the nominees, with the exception of Ms. Miller (who joined the Board in May 2015), served as directors of the Company since the last annual meeting of stockholders in April 2015, each of whom received the support of more than 99% of the votes cast at the 2015 Annual Meeting.

year. We believe that our director nominees, individually and together as a whole, possess the requisite skills, experience and qualifications necessary to createmaintain an effective Board to serve the best interests of the Company and its stockholders. All nominees are deemed independent, except for our CEO.

During this most recent director term, we welcomed Mr. John Clendening, who joined our Board in August 2017. Additionally, the Board has nominated a new director, Ms. Kimberly Jabal, for election at the Annual Meeting. We believe that both Mr. Clendening and Ms. Jabal will bring additional diversity of experience and expertise, as further outlined in their biographies below, that will enhance the overall effectiveness of our Board. We also thank Ms. Krishnan and Mr. Clapper who will not be standing forre-election and will be retiring from our Board at the Annual Meeting. We are grateful for their many years of dedicated service on the Board and contributions to the Company.

Our directors are elected on an annual basis to hold office for aone-year term expiring at the 2019 Annual Meeting. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier death, resignation or removal.

Director Qualifications

The Board recognizes that it is of utmost importance to assemble a body of directors that, taken together, has the skills, qualifications, experience and attributes appropriate for functioning as a board and working productively with management. The Governance Committee of the Board is responsible for maintaining a well-rounded and diverse board that has the requisite diversity of skills and qualifications to oversee the Company effectively. The Governance Committee has not formally established any minimum qualifications for director candidates. However, in light of our business, the primary areas of experience, qualifications and attributes typically sought by the Governance Committee in director candidates include,but are not limited to, the following primary areas:

Director Qualifications The Board recognizes that it is of utmost importance to assemble a body of directors that, taken together, has the skills, qualifications, experience and attributes appropriate for functioning as a board, and working with management, effectively. The Governance Committee of the Board is responsible for maintaining a well-rounded and diverse board that has the requisite diversity of skills and qualifications to oversee the Company effectively. The Governance Committee has not formally established any minimum qualifications for director candidates. However, in light of our business, the primary areas of experience, qualifications and attributes sought by the Governance Committee in director candidates include,but are not limited to, the primary areas identified on the right and below. The Board believes that our incumbent directors, as a whole, have these areas of experience and each possesses particular attributes which qualify him or her to serve on the Board, as further noted in his or her respective biography below.(For each director, we have highlighted certain key areas of qualifications. The fact that an area is not highlighted does not mean that the director does not possess such qualification.)				PRIMARY AREAS OF DIRECTOR QUALIFICATIONS
			•      Client Industry – Experience with our key client industries — technology, life science/healthcare, venture capital/private equity and premium wine — to help deepen our knowledge of the innovation markets we do business in. •      Banking/Financial Services – Experience with the banking or financial services industry, including regulatory experience, to support and grow our core business. •      Global – Experience working outside of the United States and/or with global companies, to help our global expansion. •      Leadership – - Experience from holding significant leadership positions, including as a CEO of a successful company or a head of a significant business, to help us drive business strategy, growth and performance.
		Client Industry - Experience with our key client industries, including technology, life science and healthcare, private equity/venture capital and premium wine, to help deepen our knowledge of the innovation and other markets in which we do business.
		Banking/Financial Services - Experience with the banking or financial services industry, to help support and grow our core business.
		•      Global - Experience working outside of the United States or with multinational companies, to help facilitate our global expansion.
		Finance/Accounting –- Experience with finance, accounting and/or financial reporting processes, to help drive operating and financial performance.
		•      Risk Oversight/Management –- Experience with key risk oversight or risk management functions, to help oversee the dynamic risks we face.
		•      Public CompanyGovernment/Regulatory –- Experience working with publicly-traded companiesor in governmental and corporate governance issues.regulatory organizations to oversee our highly regulated business that is affected by governmental actions.

Other key attributes deemed important for directors to possess include:

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		BOARD & CORPORATE GOVERNANCE Proposal 1 — Election of Directors

    ^{BOARD & CORPORATE GOVERNANCE}

Nominees for DirectorDirector; Plurality Vote

All proxies will be voted “FOR”“FOR” the election of the following eleven (11) nominees, as recommended by the BoardGovernance Committee and approved for a term of one year,nomination for election by the Board, unless authority to vote for the election of directors (or for any particular nominee) is withheld. If any of the nominees should unexpectedly declinedeclines or bebecomes unable to act as a director, the proxies may be voted for a substitute nominee designated by the Board. As of the date of this Proxy Statement, the Board has no reason to believe that any nominee will become unavailable and has no present intention to nominate persons in addition to, or in lieu of, those listed below. Our directors serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

Vote Required

Any nominee Pursuant to our Bylaws, directors are elected by a plurality of votes cast at the Annual Meeting. This means that the eleven (11) nominees who receives a greaterreceive the highest number of votes cast “for” his or her election than votes cast “withheld” his or hertheir election will be elected.

Majority VotingDirector Resignation Policy

The Governance Committee of our Board has adopted a majority votingdirector resignation policy applicable to uncontested director elections, (i.e.,such as the election to be held at the upcoming Annual Meeting, which effectively requires an uncontested nominee to receive a majority of votes cast in such election or offer to resign. Uncontested elections are elections where the number of nominees is not greater than the number of directors to be elected). Under thiselected. Pursuant to the director resignation policy, any of our director nominees in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall, promptly following certification of the stockholder vote, offeris required to tender his or her resignation to the Board for consideration.consideration promptly following certification of the stockholder vote. The Governance Committee will act within 90ninety (90) days after certification of the stockholder vote to determine whether to accept the director’s resignation, and thereafter submit such resignation and its recommendation to the Board for consideration at itsthe Board’s next scheduled meeting. The Board expects that theany director whose resignation is under consideration will abstain from participating in any decision or deliberation regarding that resignation. FollowingWe will disclose any decision made by the Board’s decision, we will publicly disclose the decision madeBoard with respect to any tendered resignation.

Director Biographies

The biographical information forSimilarly, upon reaching the age of 75, eachnon-executive director shall also tender his or her resignation, which shall also be subject to the acceptance of the director nominees is as follows:Governance Committee, in consultation with the Board.

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		BOARD & CORPORATE GOVERNANCE Proposal 1 — Election of Directors

BIOGRAPHIESOF DIRECTOR NOMINEES

Mr. Becker, age 48, was appointed the President and Chief Executive Officer of the Company and the Bank in April 2011. He first joined us in 1993 as part of the Northern California Technology Division, and since then, has served in a number of executive and senior management positions, including Division Manager of Venture Capital (1999-2002), Chief Banking Officer (2002-2003), Chief Operating Officer (2003-2008) and President of Silicon Valley Bank (since 2008). Mr. Becker was elected by stockholders as a director of the Company in April 2011.

Private Directorships:GREG W. BECKER				DIRECTORSINCE 2011
•   Chairman, Mr. Becker, age 50, was appointed the President and Chief Executive Officer of the Company in April 2011. He first joined us in 1993 as part of the Northern California Technology Division, and since then, has served in a number of executive and senior management roles, including Division Manager of Venture Capital(1999-2002), Chief Banking Officer (2002-2003), Chief Operating Officer (2003-2008) and President of the Bank (2008-2017).
Committees: N/A		Independent: No

BUSINESS EXPERIENCE

CURRENT PRIVATE DIRECTORSHIPS:

PRIOR DIRECTORSHIPS:

OTHER PRIOR EXPERIENCE:

EDUCATION:

QUALIFICATIONS

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		BOARD & CORPORATE GOVERNANCE Proposal 1 — Election of Directors

    ^{BOARD & CORPORATE GOVERNANCE}

EricERIC A. BenhamouBENHAMOU				DIRECTORSINCE 2005		Board
Mr. Benhamou, age 62, is Chairman and Chief Executive Officer of Benhamou Global Ventures, LLC (“Benhamou Global Ventures”), which he founded in 2003. Benhamou Global Ventures invests and plays an active role in innovative high-tech firms throughout the world. Mr. Benhamou also sits on various public and private technology company boards, and serves a variety of educational and philanthropic organizations.
Committees: Governance (Chair), Finance and Risk		Independent:
Yes				•     Governance,Chair

BUSINESS EXPERIENCE

CURRENT PUBLIC DIRECTORSHIPS:

•     Finance

•     Risk

Mr. Benhamou, age 60, is Chairman and CEO of Benhamou Global Ventures, LLC, which he founded in 2003. Benhamou Global Ventures, LLC invests and plays an active role in innovative high tech firms throughout the world. He also sits on various public and private technology company boards, and serves a variety of educational and philanthropic organizations. Mr. Benhamou was appointed by the Board of Directors as a director of the Company in February 2005 and was first elected by stockholders in April 2005.

CURRENT PRIVATE DIRECTORSHIPS/OTHER EXPERIENCE:

PRIOR DIRECTORSHIPS:

OTHER PRIOR EXPERIENCE:

EDUCATION:

QUALIFICATIONS

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		BOARD & CORPORATE GOVERNANCE Proposal 1 — Election of Directors

    ^{BOARD & CORPORATE GOVERNANCE}

David M. ClapperJOHN S. CLENDENING				Board Committees:		Independent:
				•     Credit,Chair •     Audit •     Risk		DIRECTORSINCE 2017
Mr. Clendening, age 55, is currently President and CEO of Blucora, Inc., a provider of multi-channel financial and tax preparation services. Mr. Clendening previously served in various executive management roles at The Charles Schwab Corporation (“Charles Schwab”) from 2004-2015, most recently as Executive Vice President and Co-Head, Retail Business.
Committees: Credit		Independent: Yes

Mr. Clapper, age 64, has been the Chief Executive Officer of Minerva Surgical, a medical device company, since May 2011. He has had an extensive career in the healthcare and medical device industries, including serving as the President and Chief Executive Officer (2005-2008) of SurgRx, Inc., a privately held medical device manufacturer, until its acquisition by Ethicon Endo-Surgery in 2008, as well as a variety of public and private company directorships. Mr. Clapper was appointed by the Board of Directors as a director of the Company in October 2004 and was first elected by stockholders in April 2005.BUSINESS EXPERIENCE

CURRENT PUBLIC DIRECTORSHIPS:

PRIOR DIRECTORSHIPS:

OTHER PRIOR EXPERIENCE:

EDUCATION:

QUALIFICATIONS

6

Skills/ Qualifications:		In particular, Mr. Clapper’s key areasBOARD & CORPORATE GOVERNANCE Proposal 1 — Election of skills/qualifications include, but are not limited to: •  Client Industry – deep experience with both a variety of public and private life science companies (as part of management and/or as a director) •  Leadership – current role as CEO of Minerva Surgical, as well as held other prior CEO positions of other life science companiesDirectors

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    ^{BOARD & CORPORATE GOVERNANCE}

Mr. Dunbar, age 70, is our current Chairman of the Board of Directors, and subject to his election, he is expected to continue to serve as our Board Chairman during the 2016-2017 director term. Mr. Dunbar retired from Ernst and Young in 2004, where he served in a variety of positions since 1974, including key leadership positions. Mr. Dunbar was appointed by the Board of Directors as a director of the Company in October 2004 and was first elected by stockholders in April 2005.

BUSINESS EXPERIENCE

PRIOR EXPERIENCE WITH ERNST & YOUNG:

PRIOR DIRECTORSHIPS:

OTHER PRIOR EXPERIENCE:

EDUCATION:

QUALIFICATIONS

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		BOARD & CORPORATE GOVERNANCE Proposal 1 — Election of Directors

    ^{BOARD & CORPORATE GOVERNANCE}

JoelJOEL P. FriedmanFRIEDMAN				DIRECTORSINCE 2004		Board Committees:
Independent: Mr. Friedman, age 70, retired from Accenture PLC (“Accenture”), a public company global management-consulting firm, in 2005, where he held the position of President of the Business Process Outsourcing organization. Over the course of his 34-year career with Accenture, Mr. Friedman held a variety of senior leadership roles.
		•  Committees: FinanceChair • (Chair), Governance • and Risk		Independent: Yes

Mr. Friedman, age 68, retired from Accenture, a public company global management consulting firm in 2005, where he held the position of President of the Business Process Outsourcing (“BPO”) organization. Over the course of his 34-year career with Accenture, Mr. Friedman held a variety of senior leadership roles. Mr. Friedman was appointed by the Board of Directors as a director of the Company in October 2004 and was first elected by stockholders in April 2005.

BUSINESS EXPERIENCE

CURRENT PRIVATE DIRECTORSHIPS/OTHER EXPERIENCE:

PRIOR DIRECTORSHIPS:

OTHER PRIOR EXPERIENCE:

EDUCATION:

QUALIFICATIONS

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		BOARD & CORPORATE GOVERNANCE Proposal 1 — Election of Directors

    ^{BOARD & CORPORATE GOVERNANCE}

			Ms. Krishnan,Jabal, age 55,49, is currently the Chief Financial Officer of Shah Capital Partners (“Shah Capital”)Weebly, Inc., a leading mid-market technology private equity fund that she joined upon its inception in 2003.provider of web-hosting and e-commerce services. Prior to joining Shah Capital,Weebly, Inc. in 2015, Ms. Krishnan heldJabal previously served as Chief Financial Officer of Path, Inc., a social networking technology company, from 2013-2015, and as Vice President of Finance at Lytro, Inc., an early stage technology company, from 2011-2012. Ms. Jabal served in various corporate accountingroles at Google, Goldman Sachs and finance positionsAndersen Consulting (now Accenture).
Committees: N/A		Independent: Yes

BUSINESS EXPERIENCE

CURRENT PUBLIC DIRECTORSHIPS:

CURRENT PRIVATE DIRECTORSHIPS/OTHER EXPERIENCE:

PRIOR DIRECTORSHIPS:

OTHER PRIOR EXPERIENCE:

EDUCATION:

QUALIFICATIONS

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    ^{BOARD & CORPORATE GOVERNANCE}

JeffreyJEFFREY N. MaggioncaldaMAGGIONCALDA				DIRECTORSINCE 2012		Board Committees:			Independent:
				•     Compensation •     Credit					Yes

BUSINESS EXPERIENCE

PRIOR DIRECTORSHIPS:

OTHER PRIOR EXPERIENCE:

EDUCATION:

QUALIFICATIONS

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		BOARD & CORPORATE GOVERNANCE Proposal 1 — Election of Directors