| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
Silvia, Inc. [ SVIA ] Foreign Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/19/2026 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/19/2026 | A | 502,513(1) | A | $0.00 | 4,576,737(2) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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, of Silvia, Inc. (formerly known as ProCap Financial, Inc.) (the "Common Stock") underlying 502,513 restricted stock units ("RSUs") granted to the Reporting Person on May 19, 2026, under the ProCap Financial, Inc. 2025 Equity Incentive Plan. Each RSU represents the right to receive one share of Common Stock upon vesting, in accordance with the terms of the award. The RSUs vest as follows: 125,628 RSUs on July 6, 2026; 125,628 RSUs on October 6, 2026; 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. No shares of Common Stock were issued to the Reporting Person on the grant date, and the Reporting Person has no voting or dividend rights with respect to the underlying shares of Common Stock unless and until they are issued. |
| 2. Consists of (i) 3,638,580 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, (ii) 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 be voted by, but may not be transferred by, the Reporting Person while so held, and (iii) 502,513 shares of Common Stock underlying the RSUs reported herein, none of which had vested or been settled as of May 19, 2026. |
| Remarks: |
| The grant reported on this Form 4 was not previously reported. |
| /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. | ||