Welcome to our dedicated page for Ryvyl SEC filings (Ticker: RVYL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Ryvyl Inc. (NASDAQ: RVYL) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered summaries that help explain complex documents. As a Nevada corporation listed on the Nasdaq Capital Market, Ryvyl files a range of reports that illuminate its digital payment processing business, capital structure, governance, and its planned merger with RTB Digital, Inc. (Roundtable).
Key filings include Current Reports on Form 8-K, where Ryvyl reports material events such as the execution of its Agreement and Plan of Merger with Roundtable, private placements of Series C convertible preferred stock, Nasdaq listing notices, and changes in executive leadership. Form 8-Ks also describe the company’s 1-for-35 reverse stock split, stockholder approvals for reverse split authority and increased authorized shares, and updates on maintaining compliance with Nasdaq’s minimum bid price and stockholders’ equity requirements.
Ryvyl’s filings further document litigation and settlements. The company has filed stipulations and agreements of settlement, court orders, and notices related to a putative class action (Case No. 3:23-cv-00185-GPC-SBC) and a consolidated shareholder derivative action (“In re RYVYL Inc. Derivative Litigation, Lead Case No. 3:23-cv-01165-GPC-SBC”). These exhibits explain the issuance of settlement shares, related put options, and the scope of derivative settlements in both federal and Nevada courts.
Proxy materials such as the Definitive Proxy Statement on Schedule 14A outline proposals presented at the 2025 annual meeting, including director elections, auditor ratification, reverse stock split authorization, and the increase in authorized common shares. They also provide detail on board composition, corporate governance practices, and voting outcomes, which are important for understanding how the company is structured and governed.
On Stock Titan, AI tools summarize these filings to highlight the most important points—such as how a reverse stock split affects outstanding shares, what conditions apply to preferred stock and potential warrants, or how a settlement changes litigation exposure—while preserving links to the full EDGAR documents. Users can also review unregistered sales of equity securities, amendments to articles of incorporation, and other capital markets actions that shape Ryvyl’s equity and preferred stock profile.
For investors analyzing RVYL, this filings page offers a centralized view of the company’s official disclosures, from merger-related communications and Nasdaq correspondence to shareholder meeting results and legal settlements, with AI-generated explanations designed to make lengthy SEC documents more accessible.
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.
RYVYL Inc. filed a Form 8-K reporting an Employment Agreement dated September 22, 2025 between the company and George Oliva. The filing indicates the document was provided as an exhibit and the Form 8-K was signed by Fredi Nisan, Chief Executive Officer, on September 24, 2025. The notice lists the company’s common stock ticker RVYL and NASDAQ market tier information. No compensation terms, job title, start date, severance, or other substantive contractual details are disclosed in the text provided. Because the filing references an employment agreement without the agreement’s substantive clauses in the excerpt, readers cannot assess financial impact, change in control provisions, or any material obligations from this content alone.
RYVYL Inc. files a Definitive Proxy Statement covering its 2025 annual meeting and shareholder votes. The filing discloses four named director nominees and standard business on board composition, independence and committee structure. Shareholder votes will address election of directors, ratification of the independent auditor, a proposed reverse stock split (including reasons, Nasdaq listing considerations, fractional-share procedures and tax/accounting consequences) and an increase in authorized shares (with stated background, potential adverse effects and proposed amendment text). Executive officer and director names, ages and partial compensation figures appear, including CEO Fredi Nisan and CFO George Oliva. Beneficial ownership tables show several 5%+ holders and officers holding roughly 7.10% in aggregate. The filing references related-party policies, indemnification provisions and pay-versus-performance disclosures.
RYVYL Inc. reports it has completed the sale of its indirect Bulgarian subsidiary Ryvyl (EU) EAD under a stock purchase agreement for an aggregate purchase price of $15,000,000, with all Ryvyl EU shares sold by wholly owned subsidiary Transact Europe Holdings EOOD to a purchaser.
The 8-K details prior amendments, a termination right and standstill arrangements, and notes that after RYVYL did not exercise its termination rights, the purchaser moved forward to acquire the shares. RYVYL states it received a June 13, 2025 letter from the purchaser which, in the Company’s opinion, provides that its obligation to pay $16.5 million in damages or any other amount under the SPA shall cease to apply. The company also files unaudited pro forma financial information as an exhibit reflecting the Ryvyl EU sale.
RYVYL Inc. reported that its board and audit committee no longer meet Nasdaq’s independence requirements and that it has notified the Nasdaq Continued Listing Center. The board currently has four members, only two of whom are independent directors; the company needs one more independent director to restore a majority-independent board under Nasdaq Listing Rule 5605(b)(1).
RYVYL plans to appoint an additional independent director as soon as practicable, which would bring the board to five members, three of them independent. Its audit committee is currently composed of a single independent member who is also an audit committee financial expert. To regain compliance with Nasdaq Listing Rule 5605(c)(2)(A), the company intends to add two more independent audit committee members, with a third member targeted to be in place no later than February 27, 2026, which is 180 days after the audit committee became noncompliant.
RYVYL Inc. reported that independent directors Genevieve Baer and Ezra Laniado resigned from its Board effective August 31, 2025, citing personal reasons and stating there were no disagreements with management or the Board on company matters. On September 1, 2025, each entered into a Consulting Agreement with RYVYL through August 30, 2026 to advise on strategic investor partnerships, investment relationships, M&A exploration, corporate development, and other revenue-generating initiatives, for a cash consulting fee of $99,000 per year each, plus reimbursed preapproved travel expenses. Either party may terminate a Consulting Agreement with 90 days’ written notice, after the first 30 days of the term.
To fill the vacancies, the Board appointed George OlivaGene Jones, a seasoned financial executive and former RYVYL interim CFO and SEC project advisor. Both will serve as directors until the 2025 Annual Meeting of Shareholders and until successors are elected and qualified. The company noted that neither new director has family relationships with existing leadership or material related-party transactions requiring disclosure.
RYVYL Inc. announced that it will hold its 2025 Annual Meeting of Shareholders virtually on October 23, 2025. The Board set a record date of September 10, 2025, which means only shareholders of record on that date will be entitled to receive notice of and vote at the meeting.
Because the meeting will occur more than 30 days before the anniversary of last year’s meeting, RYVYL set new deadlines for shareholder proposals and director nominations. Stockholder proposals under Rule 14a-8 and director nominations must be received at the company’s San Diego address by the close of business on September 12, 2025 to be considered for inclusion in the proxy materials. The same date applies to notices required under Rule 14a-19 for shareholders who plan to solicit proxies for their own director nominees.
RYVYL Inc. reported that Ben Errez will retire as Chairman and as a Director of the company effective August 31, 2025. The filing notes that he had previously announced his resignation as Executive Vice President, also effective August 31, 2025. His departure is described as being for personal reasons and not due to any disagreement with management or the Board on the company’s operations, policies, or practices. The company issued a press release on August 29, 2025 regarding his retirement, which is included as an exhibit.
Ryvyl Inc. (RVYL) insider George Oliva, the company's Chief Financial Officer, reported a transaction on 08/18/2025 involving common stock. The filing shows withholding of 8,111 shares of common stock at a price of $0.32 per share to satisfy tax liabilities tied to the vesting of restricted stock units awarded on April 8, 2025. After this withholding, the reporting person beneficially owned 246,822 shares. The Form 4 was signed by an attorney-in-fact, Jasmine Farrington, on 08/27/2025. The filing is limited to a tax-withholding disposal related to RSU vesting and does not disclose any purchases, option exercises, or other types of transactions.
Nisan Fredi, CEO and director of RYVYL Inc. (RVYL), reported multiple transactions in August 2025 affecting his beneficial ownership. The filing discloses share withholdings to satisfy tax liabilities related to vested compensation: 181 shares on 08/14/2025 at $0.30 and two withholdings of 5,666 shares on 08/18/2025 at $0.32 each. The company issued director compensation shares on 08/20/2025: grants of 7,142, 7,352, 14,705 and 17,241 shares (total 46,440 shares) at prices between $0.29 and $0.70; these grants carry listed vesting dates between 12/01/2025 and 02/14/2026. Following the reported transactions, Mr. Fredi beneficially owns 2,412,037 shares directly.