[Form 4] Ryvyl Inc. Insider Trading Activity

Rhea-AI Filing Summary

Zechariah Kirscher, identified as VP of Legal Affairs and reporting person for Ryvyl Inc. (RVYL), reported a non‑derivative disposition on 08/18/2025. The filing shows 2,084 shares of common stock were disposed of at a price of $0.32 per share under transaction code F, and the reporting person retains 80,880 shares following the transaction. The form explains the disposition represents withholding of shares to satisfy tax liabilities for restricted stock units that vested from an award dated April 8, 2025. The form is signed and dated 08/27/2025.

Positive

• Retention of meaningful stake: reporting person continues to beneficially own 80,880 shares after the transaction
• Transaction is a tax withholding for vested RSUs, indicating compensation administration rather than an open‑market insider sale
• Disclosure compliance: Form 4 is signed and dated, satisfying Section 16 reporting requirements

Negative

• Reduction in holdings: 2,084 shares were disposed of (withheld) on 08/18/2025
• Price of withholding recorded at $0.32, which may reflect grant valuation or tax withholding mechanics rather than market optimization

Insights

Securities Analyst

TL;DR: A small, routine withholding of shares for RSU tax obligations; no open‑market sale indicated and ownership remains material.

This Form 4 reports a withholding disposition of 2,084 shares at $0.32 per share to cover taxes on vested restricted stock units awarded April 8, 2025. Because the transaction is described as share withholding rather than a sale, it is a compensation tax event rather than a liquidity-driven insider sale. The reporting person continues to beneficially own 80,880 shares, which preserves alignment with shareholders. Impact on capital structure and immediate market supply is minimal given the small size relative to outstanding shares (outstanding shares not provided in the filing).

Corporate Governance Expert

TL;DR: Transaction appears procedural for tax settlement of RSUs and reflects standard executive compensation mechanics.

The explanatory note explicitly states the disposition was a withholding of shares for tax liability tied to vested RSUs, indicating standard administrative processing of equity compensation. The filing identifies the reporting person as an officer (VP of Legal Affairs) and is properly signed, supporting compliance with Section 16 reporting obligations. There is no indication of an unusual governance or compliance issue in the disclosed transaction.

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^*

Kirscher Zechariah John

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP of Legal Affairs

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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(1)	08/18/2025		F		2,084	D	$0.32	80,880	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 a portion of the restricted stock units awarded on April 8, 2025.

	/s/ Zechariah Kirscher	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 filed for RVYL disclose about the transaction?

The filing shows a disposition of 2,084 common shares on 08/18/2025 at $0.32 per share, described as share withholding to cover taxes on vested RSUs.

Who reported the transaction for RVYL?

Zechariah Kirscher, identified as VP of Legal Affairs, is the reporting person and signed the Form 4 dated 08/27/2025.

How many RVYL shares does the reporting person own after the reported transaction?

The Form 4 states the reporting person beneficially owns 80,880 shares following the reported disposition.

Why were the shares disposed of according to the Form 4?

The form explains the disposition represents withholding of shares to satisfy the tax liability associated with RSUs that vested from an award dated April 8, 2025.

Was this an open‑market sale reported on the Form 4 for RVYL?

No. The filing characterizes the transaction as share withholding for tax purposes, not an open‑market sale.