EX-4.2




 Exhibit 4.2 

SVB FINANCIAL GROUP 
 Incorporated
under the laws of 
 the State of Delaware 
  

					
	NUMBER 1 
CUSIP 78486Q AP6	  	SERIES D NON-CUMULATIVE PERPETUAL PREFERRED STOCK	  	10,000
SHARES

 This is to certify that 

American Stock Transfer & Trust Company, LLC, as depositary, under the Deposit Agreement, dated as of October 28, 2021, among
SVB Financial Group, a Delaware corporation (the “Corporation”), as issuer, American Stock Transfer & Trust Company, LLC, as depositary, and the holders from time to time of the depositary receipts described therein, is the
registered owner of 10,000 fully paid and non-assessable shares of Series D Non-Cumulative Perpetual Preferred Stock, $0.001 par value and a liquidation amount of
$100,000 per share, of the Corporation, transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar. 
 Witness the facsimile signatures of its duly authorized officers. 

[Signature Page Follows] 











 Dated: October 28, 2021 

 

			
	SVB FINANCIAL GROUP 
		
	By:	 	/s/ Greg Becker
		 	Name:  Greg Becker
		 	Title:    President and Chief Executive Officer
		
	By:	 	/s/ Leeann Overstreet
		 	Name:  Leeann Overstreet
		 	Title:    Assistant Secretary


 Countersigned and registered 

American Stock Transfer & Trust Company, LLC, as Transfer Agent and Registrar 

			
		
	By:	 	/s/ Michael Legregin
		 	Name:  Michael Legregin
		 	Title:    Senior Vice President, Attorney             Advisory Group

  
  

  
 [Signature Page to
Preferred Stock Certificate – Series D] 












 (REVERSE OF CERTIFICATE) 

SVB FINANCIAL GROUP 
 The
Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or special rights of each class of stock or series thereof of the Corporation and the
qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed to the Corporation or the Transfer Agent. 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

							
	 TEN COM –
	  	 as tenants in common

	 TEN ENT –
	  	 as tenants by the entireties

	 JT TEN –
	  	 as joint tenants with rights of survivorship and not as tenants in
common

	UNIF GIFT
MIN ACT –	  		  	Custodian	  	
		  	  
	  		  	
		  	 	  		  	 
		  	(Cust)	  		  	(Minor)
		  	under Uniform Gift to Minors Act
		  	  

		  	(State)

 Additional abbreviations may also be used though not in the above list. 











 For Value Received, the undersigned hereby sells, assigns and transfers unto 

PLEASE INSERT SOCIAL SECURITY OR 

OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

																									
		  		  		  	 	  	 	  	 	  	 	  	 	  	 	  		  		  		  	
		  		  		  	 	  	 	  	 	  	 	  	 	  	 	  		  		  		  	

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, 

INCLUDING ZIP CODE OF ASSIGNEE) 

Shares 
 of the capital stock represented by the
within Certificate, and do hereby irrevocably constitute and appoint __________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 

Dated: _______________ 
 NOTICE: THE SIGNATURE TO THE ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER 

Signature(s) Guaranteed: 
 THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15
UNDER THE SECURITIES EXCHANGE ACT OF 1934.