This action is filed on behalf of all persons who acquired SVB Financial Group common stock pursuant to the Offering Materials issued in connection with the July 2021 transaction through which SVB acquired and merged with Boston Private Bank & Trust Company.

At the time of the Merger, SVB operated as a financial services company, a bank holding company, and a financial holding company, offering banking and financial products and services to domestic and international clients. It offered its banking services through its primary subsidiary, Silicon Valley Bank, which operated as a California state-chartered bank.

Under the Merger, each share of Boston Private stock was converted into the right to receive $2.10 in cash and 0.0228 shares of SVB common stock. Through this cash-and-stock exchange, in connection with the Merger, Defendants solicited and sold to former Boston Private shareholders approximately 1.9 million shares of SVB common stock. All of these new shares of SVB common stock were registered, issued, and solicited pursuant to the Offering Materials.

The Complaint alleges that the Offering Materials contained untrue statements of material fact and materially incomplete statements, and omitted material facts that were both required by governing regulations and necessary to make the statements not misleading.