Ryvyl Inc SEC Filings

Barclays Bank PLC is marketing a new two-year structured note—Capped Buffer GEARS—tied to the price performance of the S&P 500® Index. Each $10 Security offers 2.0× leveraged participation in any positive index return, but gains are capped at 21.65-23.65% (exact rate set on the July 15, 2025 Trade Date). Investors receive:

• Full principal repayment at maturity if the Index is flat or down less than 10% (Buffer).
• Loss exposure of 1% for every 1% decline beyond the 10% Buffer, up to a maximum 90% loss of principal.

Key indicative terms include a Downside Threshold at 90% of the Initial Index Level, Upside Gearing of 2.0, no periodic coupons, and maturity on July 20, 2027. The notes price at par ($10), yet Barclays’ internal models estimate fair value between $9.459-$9.959, reflecting embedded selling concessions, hedging costs and issuer profit. UBS Financial Services acts as placement agent for fee-based advisory accounts; no sales commission is paid.

Risk considerations dominate the disclosure: the notes are unsecured, unsubordinated obligations of Barclays and subject to U.K. bail-in powers, market risk of the S&P 500, limited liquidity (no exchange listing and discretionary secondary market making only), tax uncertainty (potential prepaid forward contract treatment), and valuation risk (secondary prices likely below issue price).

Illustrative payoff scenarios show that a 30% Index gain yields the maximum $12.165 payment, while a 60% decline results in only $5.00—demonstrating the capped upside and buffered but significant downside.

S8 Global Fintech & Regtech Fund, a 10% owner of Ryvyl, reported significant insider purchases of common stock across two consecutive days:

• On June 25, 2025, acquired 3,354 shares at $0.77 per share
• On June 26, 2025, purchased 100,000 shares at $0.8799 per share

Following these transactions, S8 Global Fintech & Regtech Fund's total beneficial ownership increased to 3,390,354 shares, held directly. The substantial purchase by a major shareholder, particularly the larger block of 100,000 shares at a higher price point, could signal confidence in the company's prospects. The Form 4 was signed by Geraldine Gantenbein as Manager of the fund.

S8 Global Fintech & Regtech Fund, a Luxembourg-based alternative investment fund, has acquired a significant 21.34% stake (3,390,354 shares) in Ryvyl, representing a major ownership position in the financial technology company. The stake was calculated based on 15,885,647 outstanding shares as of June 5, 2025.

Key details of the acquisition:

• Funding sources include loan repayment from a UK-based electronic money institution and financing from a UK-based authorized payment institution
• The fund has sole voting and dispositive power over all 3,390,354 shares
• Share purchases occurred between June 23-26, 2025

While the fund has not disclosed specific plans for its investment, it maintains the right to: acquire additional shares, engage in private transactions, and influence corporate decisions. The filing indicates potential active involvement in Ryvyl's future direction, though no concrete proposals for corporate changes have been formulated at this time.

Ryvyl's Chief Financial Officer George Oliva reported a Form 4 filing on June 28, 2025, disclosing a transaction dated June 20, 2025. The transaction involved the withholding of 25,619 shares of common stock at a weighted average price of $0.72 per share (range: $0.70-$0.73) to cover tax liabilities.

The shares were withheld in connection with the vesting of restricted stock units that were previously awarded on April 8, 2025. Following this transaction, Oliva directly owns 254,933 shares of Ryvyl common stock.

• Transaction Code: F (Payment of exercise price or tax liability using portion of securities received)
• Ownership Type: Direct
• Filing Type: Single reporting person

S8 Global Fintech & Regtech Fund, a 10% owner of Ryvyl, has reported significant insider purchases of common stock across two consecutive days:

• On June 23, 2025: Acquired 100,000 shares at $0.7509 per share
• On June 24, 2025: Acquired another 100,000 shares at $0.8031 per share

Following these transactions, S8 Global Fintech & Regtech Fund's total beneficial ownership increased to 3,287,000 shares, held directly. The fund's accumulation of shares at increasing prices ($0.7509 to $0.8031) could signal confidence in the company's value. The transactions were executed as straight purchases with no derivative securities involved.

S8 Global Fintech & Regtech Fund has filed a Form 3 (Initial Statement of Beneficial Ownership) for Ryvyl, disclosing a significant ownership position as a 10% owner of the company. The filing date is June 28, 2025, reporting an event that occurred on June 11, 2025.

Key details of the beneficial ownership:

• The fund directly owns 3,087,000 shares of common stock ($0.001 par value per share)
• No derivative securities (options, warrants, etc.) were reported
• The filing entity is based in Capellen, Luxembourg (postal code 8308)
• The form was signed by Geraldine Gantenbein as Manager on June 20, 2025

This Form 3 filing indicates a new substantial investment position in Ryvyl, triggering SEC disclosure requirements for beneficial owners holding 10% or more of a company's securities. The direct ownership structure suggests a straightforward equity investment without any complex derivative positions.

S8 Global Fintech & Regtech Fund, a Luxembourg-based alternative investment fund, has disclosed a significant 19.43% ownership stake in Ryvyl, representing 3,087,000 shares of common stock. This disclosure was triggered by an event on June 6, 2025.

Key ownership details:

• The fund maintains sole voting and dispositive power over all 3,087,000 shares
• No shares are held with shared voting or dispositive powers
• Ownership percentage is calculated based on 15,885,647 outstanding shares as of June 5, 2025

The filing entity is registered with Luxembourg's CSSF (Commission de Surveillance du Secteur Financier) under registration number V11163. The certification confirms that the Luxembourg regulatory scheme is substantially comparable to equivalent U.S. institutions. The document was signed by Geraldine Gantenbein, Manager, on June 20, 2025.