Silvaco (SVCO) director disputes nature of 950,000-share stock loan transfers

Rhea-AI Filing Summary

Silvaco Group director and 10% owner Katherine S. Ngai-Pesic reported past transfers involving a net disposition of 950,000 shares of common stock between June and November 2025, at implied per-share values around 2.15–2.26, while retaining about 9.4 million shares afterward.

The transactions were originally coded as open‑market sales, but the footnotes explain they arose from an arrangement described as a non‑recourse stock loan, where shares were transferred to a counterparty and loan proceeds were limited to roughly 45% of the shares’ market value. The nature of these transactions is currently disputed in an arbitral proceeding, and they were reported late after initially being viewed as non‑reportable pledges.

Ngai-Pesic also acquired 3,259 shares of common stock on March 17, 2026 at $0 per share as a stock award in lieu of the fourth‑quarter fiscal 2025 cash retainer under the non‑employee director compensation plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ngai-Pesic Katherine S.

(Last) (First) (Middle)

C/O SILVACO GROUP, INC.

4701 PATRICK HENRY DRIVE, BUILDING #23

(Street)

SANTA CLARA CALIFORNIA 95054

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Silvaco Group, Inc. [ SVCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% owner group

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2025		S		250,000(1)	D	$2.154(2)	10,053,886	D
Common Stock	09/16/2025		S		300,000(1)	D	$2.2585(2)	9,753,886	D
Common Stock	11/25/2025		S		400,000(1)	D	$1.9988(2)	9,353,886	D
Common Stock	03/17/2026		A		3,259(3)	A	$0	9,357,145	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transactions reported in this Form 4 have been reported after the reporting deadlines because the Reporting Person initially believed each of the transactions constituted a non-reportable pledge of Issuer securities. The Reporting Person has subsequently determined to report the transactions based on the terms of the arrangement. The nature of the transactions is currently the subject of a dispute in an arbitral proceeding. Based on the reported transaction prices, the Reporting Person does not believe that any profit would be recoverable from any opposite-way transactions within six months under Section 16(b) of the Exchange Act.

2. The reported price reflects the implied per-share value of shares transferred pursuant to an arrangement described as a non-recourse stock loan, in which the shares were transferred to the counterparty and the loan proceeds were limited to approximately 45% of the market value of the transferred shares, as determined under the terms of the arrangement, rather than a negotiated sale price.

3. The shares of Issuer common stock were awarded to the Reporting Person pursuant to an amendment to the Issuer's non-employee director compensation plan in lieu of the quarterly cash retainer for the fourth quarter of fiscal 2025, with a fair market value equal to such retainer.

Remarks:

	/s/ Candace Jackson, as Attorney-in-Fact	03/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Silvaco (SVCO) director Katherine Ngai-Pesic report?

She reported transfers totaling a net disposition of 950,000 Silvaco common shares between June and November 2025, plus a 3,259‑share stock award on March 17, 2026 in lieu of a quarterly cash retainer.

How many Silvaco (SVCO) shares does Katherine Ngai-Pesic hold after these transactions?

After the reported transactions, Katherine Ngai-Pesic directly holds 9,357,145 shares of Silvaco common stock. This figure reflects her position following the March 17, 2026 stock award noted in the Form 4 filing data.

At what prices were the Silvaco (SVCO) share transfers valued in the Form 4?

The Form 4 shows implied per‑share values of about $2.1540, $2.2585, and $1.9988 for the 2025 transfers. Footnotes state these reflect values from a non‑recourse stock loan arrangement, not negotiated sale prices.

Why were some Silvaco (SVCO) insider transactions reported late on this Form 4?

The reporting person initially believed the transactions were non‑reportable pledges of Silvaco securities. She later determined to report them based on the arrangement’s terms, leading to delayed disclosure relative to standard reporting deadlines.

What is the disputed non-recourse stock loan mentioned in the Silvaco (SVCO) Form 4?

Footnotes describe an arrangement labeled a non‑recourse stock loan, where shares were transferred to a counterparty and loan proceeds were about 45% of market value. The nature of these transactions is currently the subject of an arbitral dispute.

What is the nature of the 3,259-share award to the Silvaco (SVCO) director?

The 3,259 shares of Silvaco common stock were awarded under an amended non‑employee director compensation plan, replacing the fourth‑quarter fiscal 2025 cash retainer with stock based on its fair market value.