SCHEDULE: Silvaco Group Insiders Disclose 58.3% Stake Amid Reporting Dispute

Three key individuals, acting as a group, have disclosed a combined 58.3% beneficial ownership in Silvaco Group, Inc., an update filed late due to a dispute over prior transactions.

Summary

• Katherine S. Ngai-Pesic, Iliya Pesic, and Yelena Pesic, acting as a "group," beneficially own an aggregate of 18,342,373 shares of Silvaco Group, Inc. common stock.
• This represents 58.3% of the total 31,440,906 shares outstanding as of March 9, 2026.
• The individual beneficial ownership percentages are 29.8% for Katherine S. Ngai-Pesic, 17.1% for Iliya Pesic, and 11.5% for Yelena Pesic.
• The filing is an amendment to a Schedule 13G and was submitted after the reporting deadline.
• The delay was due to the reporting persons initially believing certain transactions, identified as pledges, were non-reportable, but they have since decided to report them.
• The nature of these transactions is currently the subject of a dispute in an arbitral proceeding.
• A Stockholders Agreement grants the group rights to designate director nominees based on their aggregate ownership, ranging from one to four directors.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with caution due to the late submission and the ongoing arbitral dispute concerning the underlying transactions, despite the strong insider ownership position.

Positives

• The Reporting Persons, as a group, hold a significant majority stake of 58.3% in Silvaco Group, Inc., indicating strong insider alignment and control.
• The Stockholders Agreement provides the group with substantial influence over corporate governance, including the right to designate up to four director nominees depending on their aggregate ownership.

Negatives

• The filing was submitted after the reporting deadline, indicating a lapse in compliance or interpretation of reporting requirements.
• The delay was attributed to a misinterpretation of whether certain transactions, described as pledges, were reportable.
• The nature of the transactions that led to the reporting delay is currently the subject of an ongoing dispute in an arbitral proceeding.

Risks

• An ongoing dispute in an arbitral proceeding regarding the nature of certain transactions involving the common stock could lead to unforeseen outcomes or legal costs.
• The initial misinterpretation of reporting requirements for pledges suggests potential for future compliance issues or a lack of clarity in internal processes.

Future Outlook

The filing does not provide specific forward-looking financial guidance. However, the Stockholders Agreement outlines future governance rights for the Reporting Persons based on their aggregate ownership levels, ensuring continued influence over the board of directors.

Industry Context

StockSavvy.ai notes that significant insider ownership, as disclosed in this Schedule 13G/A, can often signal strong confidence in a company's long-term prospects. However, the disclosed dispute and late filing introduce an element of uncertainty that could differentiate Silvaco Group from peers with more transparent and timely ownership disclosures.

Corporate Governance

Legal Proceedings

• The nature of the transactions that led to the reporting delay is currently the subject of a dispute in an arbitral proceeding.

Stakeholder Impact

• Shareholders: The significant insider ownership (58.3%) and control through the Stockholders Agreement could provide stability but also concentrate voting power. The arbitral dispute introduces uncertainty.
• Management/Board: The Stockholders Agreement dictates the number of directors the Reporting Persons can nominate, directly impacting board composition and potentially management's strategic autonomy.

Next Steps

• Resolution of the dispute in the arbitral proceeding regarding the nature of the transactions.
• Continued adherence to the terms of the Stockholders Agreement regarding director nominations and voting.

Key Dates

Recommendation

While the substantial insider ownership (58.3%) suggests strong alignment and potential long-term commitment, the late filing and the ongoing arbitral dispute introduce significant uncertainty and potential legal risks. These factors warrant a 'hold' recommendation until the dispute is resolved and the implications of the delayed reporting are fully understood, as they could negatively impact investor confidence and the company's valuation.

Keywords

Silvaco Group, Schedule 13G/A, Beneficial Ownership, Insider Ownership, Stockholders Agreement, Corporate Governance, Arbitral Proceeding, SEC Filing, Equity Stake, SILV