RYVYL CEO retires with $350k severance, stays as advisor

RYVYL Inc. reported that Chief Executive Officer Fredi Nisan will retire from his role effective October 31, 2025.

Rhea-AI Filing Summary

RYVYL Inc. reported that Chief Executive Officer Fredi Nisan will retire from his role effective October 31, 2025. In connection with his retirement, the company and Mr. Nisan entered into a severance agreement under which he will receive a cash payment of $350,000, paid over twelve months after his termination date, and all of his issued but unvested equity grants will fully vest as of that date.

The parties agreed to mutual releases of claims related to his employment and separation and agreed not to initiate lawsuits against each other. RYVYL also entered into an advisory services agreement with Mr. Nisan, effective November 1, 2025 through April 30, 2026, under which he will advise on investor partnerships, investment relationships, M&A opportunities, and corporate development for a monthly cash fee of $10,000 plus certain preapproved travel expenses. The company disclosed that Mr. Nisan’s departure is for personal reasons and not due to any disagreement with management or the board. Separately, director Forest Ralph resigned on September 26, 2025, also citing personal reasons and no disagreements with the company.

Positive

• None.

Negative

• CEO and director departures: RYVYL Inc. disclosed the retirement of its Chief Executive Officer, Fredi Nisan, effective October 31, 2025, and the resignation of director Forest Ralph on September 26, 2025, creating leadership and governance transitions that investors may view as significant.

Insights

Corporate governance and capital markets analyst

RYVYL faces CEO and director departures, softened by a consulting role.

The announced retirement of Fredi Nisan as CEO effective October 31, 2025 is a notable leadership change for RYVYL Inc. The severance package includes a $350,000 cash payment over twelve months and full vesting of all issued but unvested equity grants at the termination date, which represents a meaningful commitment to the outgoing executive.

To maintain continuity, RYVYL entered into an advisory services agreement with Mr. Nisan from November 1, 2025 through April 30, 2026. He will advise on strategic investor partnerships, investment relationships, exploration of M&A opportunities, and corporate development for a monthly fee of $10,000, plus certain reimbursed travel expenses. This structure keeps his expertise available during the transition period.

The company states that both Mr. Nisan’s retirement and the resignation of director Forest Ralph on September 26, 2025 are for personal reasons and not due to disagreements with management or the board. Future company disclosures may clarify how new leadership and board composition evolve after these departures and how responsibilities for strategy and investor relations are reassigned.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is RYVYL Inc. (RVYL) CEO Fredi Nisan leaving the company?

RYVYL Inc. disclosed that Chief Executive Officer Fredi Nisan will retire effective October 31, 2025. The company stated that his departure is for personal reasons and is not the result of any disagreement with management or the Board on operations, policies, or practices.

What severance will Fredi Nisan receive from RYVYL Inc. (RVYL)?

Under a severance agreement dated September 25, 2025, Fredi Nisan will receive a cash payment of $350,000, less applicable withholding, payable over a twelve month period following his October 31, 2025 termination date. In addition, all issued but unvested equity grants he holds will fully vest as of that termination date.

Will Fredi Nisan continue to work with RYVYL Inc. (RVYL) after retiring as CEO?

Yes. RYVYL Inc. and Fredi Nisan entered into an Advisory Services Agreement effective November 1, 2025 through April 30, 2026. He will advise on strategic investor partnerships, investment relationships, exploration of M&A opportunities, corporate development, and other revenue-generating consulting requested by the company, for a consulting fee of $10,000 per month plus certain reimbursed travel expenses.

Did RYVYL Inc. (RVYL) and Fredi Nisan agree to release legal claims?

Yes. The severance agreement includes mutual releases of claims between RYVYL Inc. and Fredi Nisan related to his employment and separation, except for types of claims specifically excluded in the agreement. Both parties also agreed that neither will file, cause to be filed, join, or encourage a lawsuit between the company and Mr. Nisan.

Who else resigned from RYVYL Inc. (RVYL) and why?

RYVYL Inc. reported that Forest Ralph resigned as a director on September 26, 2025. The company stated that his departure is for personal reasons and is not due to any disagreement with management or the Board regarding the company’s operations, policies, or practices.

What agreements related to RYVYL Inc. (RVYL) leadership changes were filed as exhibits?

RYVYL Inc. listed as an exhibit the Severance Benefits Offer and General Waiver and Release of Claims Agreement, dated September 25, 2025, between the company and Fredi Nisan. The company also referenced the cover page interactive data file as another exhibit.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/01/2025 - 05:32 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 1, 2025 (September 25, 2025)

RYVYL Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-34294		22-3962936
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (619) 631-8261

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		RVYL		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Fredi Nisan as Chief Executive Officer

Effective October 31, 2025 (the “Termination Date”), Fredi Nisan will retire as Chief Executive Officer of RYVYL Inc., a Nevada corporation (the “Company”). On September 25, 2025, in connection with his reported retirement, the Company and Mr. Nisan entered into a Severance Benefits Offer and General Waiver and Release of Claims agreement (the “Severance Agreement”). Pursuant to the Severance Agreement, Mr. Nisan will receive a cash payment of $350,000, less applicable withholding amounts, payable over a twelve month period following the Termination Date, and all issued but unvested equity grants held by Mr. Nisan will vest as of the Termination Date. The Severance Agreement contains customary representations, warranties, and covenants. Additionally, the Company and Mr. Nisan have agreed to release each other from all claims that relate in any way to Mr. Nisan’s employment or separation from employment with the Company, except for those types of claims specifically excluded under the terms of the Severance Agreement. Further, each of the Company and Mr. Nisan has covenanted that neither will file or cause to be filed, join, or encourage a lawsuit, between the Company and Mr. Nisan.

In addition, on September 25, 2025, the Company and Mr. Nisan entered into an Advisory Services Agreement (the “Consulting Agreement”), effective as of November 1, 2025, and continuing through April 30, 2026. Pursuant to the terms and conditions of the Consulting Agreement, Mr. Nisan will provide services relating to advising the Company on strategic investor partnerships, investment relationships, exploration of M&A opportunities, corporate development, and such other revenue-generating advice and consulting as the Company may reasonably request from time to time. In consideration for his consulting services and in recognition of the services, the Company has agreed to pay Mr. Nisan a cash consulting fee equal to $10,000 per month, payable within five business days after the commencement of each calendar month during the term of the Consulting Agreement. With prior written consent from the Company, the Company shall reimburse Mr. Nisan for preapproved out-of-pocket travel expenses incurred by Mr. Nisan on behalf of Company.

The foregoing description of the Severance Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Mr. Nisan’s departure is for personal reasons and is not the result of any disagreement with management or the Company’s Board of Directors on any matter relating to the Company’s operations, policies or practices.

Resignation of Forest Ralph as Director

On September 26, 2025, Forest Ralph resigned as a Director of RYVYL Inc., a Nevada corporation (the “Company”). Mr. Ralph’s departure is for personal reasons and is not the result of any disagreement with management or the Company’s Board of Directors on any matter relating to the Company’s operations, policies or practices.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1		Severance Benefits Offer and General Waiver and Release of Claims Agreement, dated September 25, 2025, between the Company and Fredi Nisan
104		Cover Page Interactive Data File

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 1, 2025	RYVYL Inc.
	By:	/s/ Fredi Nisan
		Name:	Fredi Nisan
		Title:	Chief Executive Officer

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