[Form 4] Ryvyl Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ryvyl Inc. (RVYL) Form 4 filing reports insider equity changes for director and 10% owner Ben Errez. The filing shows multiple share dispositions in July and August 2025 related to tax withholdings for vested registered shares and restricted stock units, and several share issuances in August 2025 as monthly director compensation under the 2023 Equity Incentive Plan. Dispositions include 505 and 532 shares withheld for taxes from January and February 2025 grants and two withholdings of 5,666 shares related to RSU vesting. Issuances on August 20, 2025 total 46,440 shares granted across May–August 2025 monthly director compensation, vesting on later dates in 2025–2026. The reported ownership after these transactions ranges from 2,367,237 to 2,413,677 shares (direct ownership).

Positive

• Director compensation granted under the 2023 Equity Incentive Plan with clear vesting schedules, supporting retention (grants for May–August 2025 totaling 46,440 shares issued on 08/20/2025).
• Tax-related withholdings disclosed for vested registered shares and RSUs (505, 532, 5,666, 5,666) demonstrating standardized administrative handling of equity awards.

Negative

• Net disposals recorded due to tax withholdings reduce reported direct holdings in the short term (multiple withholdings in July–August 2025).

Insights

Corporate Governance Expert

TL;DR: Insider received routine director equity compensation and withheld shares to cover tax liabilities; transactions are administrative, not opportunistic trades.

The Form 4 details standard equity plan activity: small-scale tax withholding disposals and periodic grants issued as director compensation under the 2023 Equity Incentive Plan. Grant vesting schedules extend into late 2025 and early 2026, indicating continued retention incentives. Reported changes affect direct beneficial ownership counts in the low millions but do not show open-market purchases or sales beyond withholding and plan-issued shares.

Securities Analyst

TL;DR: Transactions reflect compensation mechanics; impact on float and insider stake is limited and predictable.

The filing lists tax-withholding dispositions (505, 532, two instances of 5,666 shares) and issuances totaling 46,440 shares on August 20, 2025 for May–August director fees. Ownership after each transaction is reported in a narrow band between 2,367,237 and 2,413,677 shares, showing modest net change. These are routine corporate governance actions rather than signal events such as open-market sales or large acquisitions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Errez Ben

(Last) (First) (Middle)

3131 CAMINO DEL RIO NORTH,

SUITE 1400

(Street)

SAN DIEGO CA 92108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RYVYL Inc. [ RVYL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of Board of Directors

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock par value $0.001	07/29/2025		F		505(1)	D	$0.3	2,379,101	D
Common Stock par value $0.001	08/14/2025		F		532(2)	D	$0.3	2,378,569	D
Common Stock par value $0.001	08/18/2025		F		5,666(3)	D	$0.32	2,372,903	D
Common Stock par value $0.001	08/18/2025		F		5,666(3)	D	$0.32	2,367,237	D
Common Stock par value $0.001	08/20/2025		A		7,142(4)	A	$0.7	2,374,379	D
Common Stock par value $0.001	08/20/2025		A		7,352(5)	A	$0.68	2,381,731	D
Common Stock par value $0.001	08/20/2025		A		14,705(6)	A	$0.34	2,396,436	D
Common Stock par value $0.001	08/20/2025		A		17,241(7)	A	$0.29	2,413,677	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on January 30, 2025 for January 2025 compensation.

2. Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on February 15, 2025 for February 2025 compensation.

3. Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025.

4. On June 4, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 7,142 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of May 2025, whereby the shares granted shall vest on 12/01/2025. The issuance of shares occurred on August 20, 2025.

5. On July 3, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 7,352 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of June 2025, whereby the shares granted shall vest on 12/30/2025. The issuance of shares occurred on August 20, 2025.

6. On July 25, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 14,705 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of July 2025, whereby the shares granted shall vest on 01/21/2026. The issuance of shares occurred on August 20, 2025.

7. On August 18, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 17,241 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of August 2025, whereby the shares granted shall vest on 02/14/2026. The issuance of shares occurred on August 20, 2025.

	/s/ Jasmine Farrington, Attorney-in-fact	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did RVYL director Ben Errez report on the Form 4?

The filing reports tax-withholding disposals of 505, 532, and two 5,666-share amounts related to vested awards and issuances of 7,142; 7,352; 14,705; and 17,241 shares on 08/20/2025 as monthly director compensation.

Do the Form 4 transactions indicate open-market sales by Ben Errez?

No. The documented disposals are withholdings for tax liabilities associated with vesting; there are no open-market sale transactions reported in this filing.

How many shares did Ben Errez beneficially own after the reported transactions?

Reported direct beneficial ownership following transactions is shown in the filing between 2,367,237 and 2,413,677 shares, depending on the row/time of reporting.

What vesting schedules apply to the August 20, 2025 issuances?

The grants issued on 08/20/2025 vest on specified future dates: 12/01/2025; 12/30/2025; 01/21/2026; and 02/14/2026 respectively, as stated in the filing.

Under which equity plan were the director shares granted?

The shares were granted pursuant to the company's 2023 Equity Incentive Plan as monthly director compensation.