Silvergate Capital Corporation published today a letter to shareholders from the board of directors.
August 27, 2026
Fellow Shareholders,
We are writing to you as the new board of directors of Silvergate Capital Corporation (“Silvergate” or the “Company”) (effective March 31, 2026) to give you an update on Silvergate since its last press release on July 1, 2024.
Summary of Key Events during the Past Two Years
As many of you are already aware, on September 17, 2024, Silvergate filed for Chapter 11 bankruptcy. The next day, the Company filed a plan that sought to dissolve the Company, cancel its common stock, and provide no compensation or recovery to the common stockholders.
On May 13, 2025, the Company announced a settlement agreement with its two largest common stockholders, the Stilwell Group (“Stilwell”) and Exploration Capital (“X-Cap”). As part of that settlement, upon Silvergate’s emergence from Chapter 11 bankruptcy, the Company’s common stock would remain outstanding, the Company would retain certain assets (more on this later), and the Company’s new directors and officers would be selected by Stilwell and X-Cap.
On November 13, 2025, the bankruptcy court entered an order confirming Silvergate’s Chapter 11 plan, and on March 31, 2026, the First Amended Joint Chapter 11 Plan (as Modified) of Silvergate Capital Corporation and its affiliated debtors (the “Chapter 11 Plan”) became effective and the Company emerged from bankruptcy. We will summarize some of the key features of the Chapter 11 Plan in the next section, but please note that the summary is qualified in its entirety by reference to the full Chapter 11 Plan, which is available on the Company’s website.
On August 5, 2026, Stilwell and X-Cap each invested $1.5 million ($3.0 million in total) in exchange for 2.5 million shares of Class A common stock of the Company (5.0 million shares in total) at a price of $0.60 per share. The capital raise was negotiated and approved by the Company’s independent directors. The August 2026 capital raise generated $3.0 million of gross and net proceeds to the company. The Company currently has 37,230,442 shares of Class A common stock outstanding.
On August 8, 2026, the Company published its 2025 financials. Please note that as of December 31, 2025, the Company had not yet emerged from bankruptcy. Publishing the 2025 financials was a necessary step in uplisting Silvergate’s common stock from OTC Markets’ “Expert Market”. The 2025 financials can be found under the “Disclosure” tab of the Company’s OTC Markets webpage at: https://www.otcmarkets.com/stock/SICP/disclosure.
Since May 2023, Silvergate’s common stock traded on the OTC Markets “Expert Market” and many brokerage firms restricted customers from purchasing the stock due to SEC Rule 15c2-11. On August 18, 2026, Silvergate’s common stock was uplisted from the “Expert Market” to the “Pink Limited Market,” making its common stock more widely available to investors.
Emergence from Chapter 11 Bankruptcy
Upon emergence from Chapter 11 bankruptcy, a new board of directors and management were appointed. The Company’s new (and current) directors are:
- Daniel Unkovic
- R. Adam Lindsay
- Ryan Levenson
- Stephen Gustin
- Terence Kavanagh
Daniel Unkovic is serving as Executive Chairman and Stephen Gustin is serving as CEO. The directors received an initial stock grant and none of the directors are receiving cash compensation for their board service. The CEO’s current cash salary is $1 per year.
Additionally, upon emergence, the Company’s previous $200 million non-cumulative perpetual preferred stock was cancelled, and those preferred stockholders received the “First Priority Liquidation Trust Beneficial Interests” (as defined in the Chapter 11 Plan) in the “Liquidation Trust” (which has since been named the Argent Liquidation Trust).
Silvergate emerged with the following assets:
- Tax assets (a $1.6 billion federal net operating loss (“NOL”) and a $1.2 billion California NOL);
- Potential legal claims against governmental and regulatory authorities;
- Silvergate Exchange Network (“SEN”) and Diem (and all associated personal property and regulatory documentation used or useful with them);
- “Second Priority Liquidation Trust Beneficial Interest” in the Argent Liquidation Trust; and
- $1.6 million in cash.
Silvergate did not assume any liabilities under the Chapter 11 Plan.
Asset Overview
On August 5, 2026, the Company’s tax advisor completed its IRC Section 382 ownership change analysis. That tax study confirmed there has not been an “ownership change” under IRC Section 382. If an “ownership change” under Section 382 had occurred, the value of the Company’s tax assets would have been substantially reduced. To protect the Company’s tax assets, the Company’s amended articles of incorporation (which took effect at the time of emergence) have a “transfer restriction” provision that effectively caps ownership at 4.9% of the outstanding shares without the board’s approval.
The Company is evaluating potential legal claims, including potential takings claims relating to Silvergate Bank and Diem. The Company has engaged counsel to evaluate and, as appropriate, pursue these potential claims, and we expect to provide further updates as appropriate.
The board anticipates fully exploring how to best maximize the value of SEN and its associated intellectual property, as well as Silvergate Bank’s legacy brand, and the board will provide further updates as appropriate.
Regarding the “Second Priority Liquidation Trust Beneficial Interest,” certain assets and liabilities of pre-emergence Silvergate were transferred to the Argent Liquidation Trust upon emergence. Recent media reports have highlighted that one of Argent Liquidation Trust’s more noteworthy assets is pre-emergence Silvergate’s legal claims against FTX. Under the Chapter 11 Plan, the Company’s beneficial interest in the Argent Liquidation Trust entitles it to share in distributions from the trust as follows:
- “20% of net distributions from the Liquidation Trust once the Aggregate Preferred Stockholder Distribution paid in Cash equals $150 million; and
- 100% of net distributions from the Liquidation Trust once the Aggregate Preferred Stockholder Distribution paid in Cash equals the [$200 million] Preferred Stock Liquidation Preference Amount” (i.e., 100% after $212.5 million of total distributions).
Comprehensive details of the Company’s “Second Priority Liquidation Trust Beneficial Interest” in the Argent Liquidation Trust can be found in the Chapter 11 Plan.
Conclusion
Silvergate is no longer an SEC reporting company. However, we currently plan to keep shareholders apprised of major developments by publishing information from time to time on the Company’s website (www.silvergate.com) and on Silvergate’s page on the OTC Markets website (www.otcmarkets.com/stock/SICP/overview).
We thank you for your trust. Should you have any questions, please email us at investors@silvergate.com.
Yours truly,
The Board of Directors
Silvergate Capital Corporation
Forward-Looking Statements
This letter contains forward-looking statements. Forward-looking statements include statements regarding expectations, beliefs, plans, intentions, estimates, projections, objectives, assumptions or future events or performance, and include statements that are not historical facts. Forward-looking statements in this letter include, among others, statements regarding the Company’s ability to preserve, use or realize value from its tax assets; the Company’s potential legal claims, including potential claims relating to Silvergate Bank and Diem; the Company’s ability to maximize value from SEN, Diem and related assets, intellectual property, regulatory documentation and legacy brand; the Company’s beneficial interest in the Argent Liquidation Trust, including the timing or amount of any distributions; and the Company’s plans to provide future updates to shareholders.
Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, many of which are outside the Company’s control. Actual results, events and outcomes may differ materially from those expressed or implied by these forward-looking statements.
Forward-looking statements speak only as of the date of this letter. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.
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