[8-K] RYVYL Inc. Reports Material Event

Rhea-AI Filing Summary

RYVYL Inc. announced executive leadership changes. Fredi Nisan resigned from the board effective October 30, 2025 and will retire as Chief Executive Officer effective October 31, 2025. The company stated his resignation was not related to any disagreement regarding operations, policies, or practices.

The board appointed Chief Financial Officer George Oliva as Interim Chief Executive Officer, effective immediately following Mr. Nisan’s retirement. Oliva, a CPA with over 30 years of senior finance experience, has served as CFO since October 2023 and as a director since September 2025. The company noted there are no arrangements or family relationships tied to his appointment.

Insights

Corporate governance analyst

CEO transition to interim leadership; prior disclosure and no disagreement lower risk.

RYVYL confirmed a planned leadership change: Fredi Nisan will retire as CEO on October 31, 2025 and resigned as director on October 30, 2025. The company explicitly states the resignation was not due to any disagreement on operations, policies, or practices.

The board appointed CFO George Oliva as Interim CEO, effective upon Mr. Nisan’s retirement. Oliva brings multi‑decade finance and public company experience, which can support continuity during the transition while the company determines permanent leadership.

There are no arrangements or family relationships associated with Oliva’s appointment, and no related‑party transactions disclosed, suggesting a straightforward governance action. Subsequent filings may provide the duration of the interim role or any compensation adjustments.

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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 31, 2025 (October 28, 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)		(I.R.S. Employer Identification No.)

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

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (855) 201-1613

Check the appropriate box below if the Form 8-K 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 Exchange 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.

On October 28, 2025, Fredi Nisan notified the board of directors of RYVYL Inc., a Nevada corporation (the “Company”), of his resignation as a director of the Company, effective on October 30, 2025. As previously disclosed in the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on October 1, 2025, Mr. Nisan will also retire as Chief Executive Officer of the Company effective October 31, 2025.

The resignation of Mr. Nisan as a director of the Company was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Nisan’s retirement, the Company’s board of directors has determined to appoint George Oliva, the Company’s Chief Financial Officer, as the Company’s Interim Chief Executive Officer, effective immediately following Mr. Nisan’s retirement. Updated biographical information regarding Mr. Oliva is below:

Mr. Oliva, age 64, joined the Company in October 2023 as Chief Financial Officer, has served as a Director since September 2025, and has over 30 years as a senior finance professional, with a background in corporate finance, treasury, financial planning and analysis, international tax, and strategic planning. Prior to joining the Company, he was Chief Financial Officer and Corporate Secretary for WiSA Technologies (“WiSA”) since 2019. Prior to WiSA, he provided financial consulting services to public and private companies nationwide. He was also a partner with Hardesty LLC, a national executive services firm. Mr. Oliva has held several interim positions with a variety of clients that included a scientific instruments business acquired by a private equity firm, a medical device manufacturer preparing for an IPO, an audio company merger and a yield improvement software company implementing a world-wide ERP system. Mr. Oliva was CFO of Penguin Computing from 2009 through 2013, where he played a leading role in guiding them through a period of rapid growth, twice making the Silicon Valley Business Journal’s list of fastest growing private companies. Prior to Penguin, he was CFO of StreamLogic, a public company doing business as Hammer Storage Solutions, where he navigated its going-private transaction. Prior to serving in such roles, Mr. Oliva was responsible for financial planning and analysis and operational support as the operations controller for Conner Peripherals and at Read-Rite Corporation, both exceeding a billion of revenue in the data storage industry. Mr. Oliva began his career in auditing with Arthur Andersen & Co., a leading public accounting firm. Mr. Oliva is a certified public accountant, currently inactive status. He earned a B.S. degree in Business Administration from U.C. Berkeley with a dual emphasis in Accounting and Finance. 

There are no arrangements or understandings between Mr. Oliva and any other persons pursuant to which he was appointed as Interim Chief Executive Officer of the Company. There are also no family relationships between Mr. Oliva and any director or executive officer of the Company and Mr. Oliva has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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SIGNATURES

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

	RYVYL Inc.
	By:	/s/ George Oliva
		George Oliva
		Chief Financial Officer

Dated: October 31, 2025

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FAQ

What leadership changes did RYVYL (RVYL) announce?

Fredi Nisan resigned as director effective October 30, 2025 and will retire as CEO on October 31, 2025. CFO George Oliva will become Interim CEO.

Was Fredi Nisan’s resignation related to a disagreement at RYVYL (RVYL)?

No. The company stated his resignation was not related to any disagreement regarding operations, policies, or practices.

Who is RYVYL’s Interim CEO and what is his background?

George Oliva, RYVYL’s CFO since October 2023 and a director since September 2025, is a CPA with 30+ years in corporate finance and public company roles.

When does the Interim CEO appointment at RYVYL (RVYL) take effect?

George Oliva’s Interim CEO role becomes effective immediately following Fredi Nisan’s retirement on October 31, 2025.

Are there special arrangements tied to George Oliva’s appointment at RYVYL (RVYL)?

No. The company reported no arrangements, understandings, or family relationships related to his appointment and no disclosable related‑party transactions.