Silvia corrects CTO's 45,000-share tax withholding

The corrected position includes 435,644 shares held in escrow to secure indemnification obligations, which Shain Noor could not transfer while they remained there.

Available on EDGAR 11/06/2026 - 04:51 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:51 PM EST Learn about SEC filing dates

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

Silvia, Inc.'s chief technology officer, Shain Noor, reports a corrected disposition of 45,000 shares withheld on October 6, 2026, to satisfy tax obligations when 125,628 restricted stock units vested; the reported price was $4.18 per share. After withholding, 80,628 shares were delivered. The amendment removes a separate acquisition entry for settlement delivery and corrects reported beneficial ownership to 4,484,326 shares, including 251,257 shares underlying unvested RSUs.

Insider Trade Summary

Tax Withholding: 45,000 shares

Tax Withholding 1 txn

Insider Noor Shain

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.001 per share F1, F2	45,000	$4.18	$188K

Holdings After Transaction: Common Stock, par value $0.001 per share — 4,484,326 shares (Direct)

Holdings Before and After: Common Stock, par value $0.001 per share, 4,529,326 to 4,484,326 shares (Direct)

Footnotes (2)

1. F1. Represents shares of common stock, par value $0.001 per share (the "Common Stock"), of Silvia, Inc. (formerly known as ProCap Financial, Inc.) (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations upon the settlement of 125,628 restricted stock units ("RSUs") that vested on October 6, 2026. After such withholding, 80,628 shares of Common Stock were delivered to the Reporting Person.
2. F2. Consists of (i) 4,233,069 shares of Common Stock held directly, including 435,644 shares of Common Stock received by the Reporting Person in the merger of Silvia Merger Sub, Inc. with and into CFO Silvia, Inc. on April 6, 2026 and held in escrow for the benefit of the Reporting Person to secure indemnification obligations under the related merger agreement, which shares may not be transferred by the Reporting Person while so held, and (ii) 251,257 shares of Common Stock underlying unvested RSUs granted to the Reporting Person on May 19, 2026, which are scheduled to vest as follows: 125,628 RSUs on January 6, 2027 and 125,629 RSUs on April 6, 2027, in each case subject to the Reporting Person's continued service and the other terms of the award.

Key Figures

Shares withheld: 45,000 shares Reported price per share: $4.18 per share RSUs vested: 125,628 RSUs +3 more

6 metrics

Shares withheld 45,000 shares October 6, 2026, for tax withholding upon RSU settlement

Reported price per share $4.18 per share Withholding transaction on October 6, 2026

RSUs vested 125,628 RSUs Vested on October 6, 2026

Shares delivered after withholding 80,628 shares Upon settlement of the vested RSUs

Beneficial ownership after transaction 4,484,326 shares Includes shares underlying unvested RSUs

Shares underlying unvested RSUs 251,257 shares Scheduled to vest on January 6 and April 6, 2027, subject to continued service and award terms

Key Terms

restricted stock units, tax withholding obligations, beneficially owned, held in escrow

4 terms

restricted stock units financial

"settlement of 125,628 restricted stock units that vested on October 6, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"withheld by the Issuer to satisfy tax withholding obligations"

beneficially owned regulatory

"correct the amount of securities beneficially owned following the reported transaction"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

held in escrow technical

"shares held in escrow for the benefit of the Reporting Person"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many SVIA shares were withheld from Shain Noor?

Silvia, Inc. withheld 45,000 shares on October 6, 2026, at $4.18 per share to satisfy taxes upon settlement of 125,628 restricted stock units; 80,628 shares were delivered to him.

What does Shain Noor's reported 4,484,326-share position include?

It includes 4,233,069 shares held directly and 251,257 shares underlying unvested RSUs. The directly held shares include 435,644 shares held in escrow to secure indemnification obligations; those escrowed shares may not be transferred while held. The RSUs are scheduled to vest on January 6 and April 6, 2027, subject to continued service and the award terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Noor Shain

(Last) (First) (Middle)

600 LEXINGTON AVENUE, FLOOR 2

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Silvia, Inc. [ SVIA ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2026

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)
10/08/2026

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, par value $0.001 per share	10/06/2026		F		45,000(1)	D	$4.18	4,484,326(2)	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. Represents shares of common stock, par value $0.001 per share (the "Common Stock"), of Silvia, Inc. (formerly known as ProCap Financial, Inc.) (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations upon the settlement of 125,628 restricted stock units ("RSUs") that vested on October 6, 2026. After such withholding, 80,628 shares of Common Stock were delivered to the Reporting Person.

2. Consists of (i) 4,233,069 shares of Common Stock held directly, including 435,644 shares of Common Stock received by the Reporting Person in the merger of Silvia Merger Sub, Inc. with and into CFO Silvia, Inc. on April 6, 2026 and held in escrow for the benefit of the Reporting Person to secure indemnification obligations under the related merger agreement, which shares may not be transferred by the Reporting Person while so held, and (ii) 251,257 shares of Common Stock underlying unvested RSUs granted to the Reporting Person on May 19, 2026, which are scheduled to vest as follows: 125,628 RSUs on January 6, 2027 and 125,629 RSUs on April 6, 2027, in each case subject to the Reporting Person's continued service and the other terms of the award.

Remarks:

This Form 4/A amends the Form 4 filed by the Reporting Person on October 8, 2026 (Accession No. 0001493152-26-046398) (the "Original Form 4") to (i) remove the line reporting an acquisition of 125,628 shares of Common Stock on October 7, 2026, (ii) correct the amount of securities beneficially owned following the reported transaction and (iii) correct the transaction date for when vesting occurred. The 125,628 shares were delivered upon the settlement of a portion of the RSUs granted to the Reporting Person on May 19, 2026. The Reporting Person reports that grant on a separate Form 4 as an acquisition, as of the grant date, of the shares of Common Stock underlying the RSUs; accordingly, the delivery of shares upon settlement is not reported as a separate acquisition. The amount reported in the Original Form 4 as beneficially owned following the reported transactions did not include the 435,644 shares held in escrow for the benefit of the Reporting Person or the shares underlying the Reporting Person's unvested RSUs. The corrected amount also reflects the corrections made in the Reporting Person's amendment to his Form 4 filed July 8, 2026. The withholding transaction reported in the Original Form 4 is restated above with the corrected amount beneficially owned.

	/s/ Shain Noor	11/06/2026
	** 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)