Shain Noor, Chief Technology Officer of Silvia, Inc., filed a Schedule 13D on November 6, 2026, disclosing beneficial ownership of 4,233,069 shares of Silvia common stock after his ownership crossed the five-percent threshold on October 19, 2026, as a result of the company's share repurchases reducing the total shares outstanding.

Key Highlights

  • Triggering event: Noor's beneficial ownership crossed five percent on October 19, 2026, due to Silvia, Inc. repurchasing shares, not from any new acquisition by Noor.
  • Aggregate beneficial ownership: 4,233,069 shares, representing 5.6% of Silvia, Inc.'s common stock, based on 75,402,395 shares outstanding as of October 28, 2026.
  • Sole voting power: 4,233,069 shares; sole dispositive power: 3,797,425 shares, with the difference reflecting 435,644 shares held in escrow.
  • Merger origin: Noor received 3,638,580 shares of common stock as merger consideration in the April 6, 2026 acquisition of CFO Silvia, Inc. by Silvia, Inc.
  • RSU settlements: Noor received 125,628 shares on July 7, 2026 (47,411 withheld for taxes) and 125,628 shares on October 7, 2026 (45,000 withheld for taxes), from RSUs granted May 19, 2026.
  • Earnout shares: Noor holds the right to receive up to 4,356,450 additional shares as earnout consideration, subject to conditions described in the filing; these are excluded from the reported beneficial ownership totals.
  • Lock-up restriction: The Silvia Merger Agreement restricts Noor from participating in any share repurchase by the issuer for two years following the April 6, 2026 closing date.

Silvia, Inc. CTO Shain Noor Crosses 5% Ownership Level After Issuer Repurchases

According to the Schedule 13D filed with the SEC, Shain Noor became a reporting person under Section 13(d) because Silvia, Inc.'s ongoing share repurchase program reduced total shares outstanding, causing his existing stake to exceed five percent of the class. The filing states explicitly that "the Reporting Person did not acquire additional shares of Common Stock in connection with that threshold-crossing event." As of October 28, 2026, the issuer's transfer agent confirmed 75,402,395 shares of common stock outstanding.

Noor's shares were primarily received as merger consideration when Silvia, Inc. completed its acquisition of CFO Silvia, Inc. on April 6, 2026, pursuant to the Agreement and Plan of Merger dated February 9, 2026. In that transaction, Noor received 3,638,580 shares directly, while an additional 435,644 shares (the "Noor Escrow Shares") were deposited with PNC Bank, National Association, as escrow agent. The filing notes that the Stockholder Representative may direct the voting of the escrowed shares on Noor's behalf. No cash or borrowed funds were used by Noor in connection with any of the reported share acquisitions.

Subsequent to the closing, Noor received shares through RSU vesting under the ProCap Financial, Inc. 2025 Equity Incentive Plan. RSUs were granted to him on May 19, 2026, with two tranches vesting since the closing date. The filing also discloses that Noor holds the right to receive up to 4,356,450 Noor Earnout Shares, which are excluded from both the aggregate beneficial ownership figure and the voting and dispositive power figures reported on the cover page, subject to conditions described in Item 6 of the filing.

What Was Disclosed

Shain Noor, CTO of Silvia, Inc., filed a Schedule 13D reporting 4,233,069 shares, or 5.6% of common stock, after issuer repurchases pushed his stake above the five-percent reporting threshold on October 19, 2026.