RYVYL Inc. filings document its public-company reporting, Nasdaq-listed common stock, material-event disclosures, shareholder voting matters, capital structure, governance, and operating and financial results. Recent 8-K reports include disclosure about an SEC settlement process and Nasdaq listing compliance matters, while the Form 12b-25 filing records annual-report timing under Rule 12b-25.
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.
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.
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).
RYVYL Inc. announced that Executive Vice President Ben Errez will retire effective August 31, 2025. Under a Severance Benefits Offer and General Waiver and Release of Claims agreement, he will receive a cash payment of $350,000 within five business days after his termination date, and all of his issued but unvested equity grants will vest as of that date.
The agreement includes customary representations, warranties, mutual releases of claims related to his employment and separation, and a mutual covenant not to initiate lawsuits between the parties. In a separate Advisory Services Agreement effective September 1, 2025 through February 28, 2026, Mr. Errez will continue to support the company by advising on strategic investor partnerships, investment relationships, M&A exploration, corporate development, and other revenue-generating matters for a consulting fee of $10,000 per month plus reimbursed, preapproved travel expenses. The company states that his departure is for personal reasons and not due to any disagreement with management or the board.
Wendy Rae Dawson reported beneficial ownership of 1,250,000 shares of RYVYL Inc. common stock, representing 7.8% of the class based on 15,957,396 shares outstanding as of June 27, 2025. The filing is an amended Schedule 13G dated for the event on July 21, 2025 and signed on August 15, 2025. Dawson reports sole voting and dispositive power over all 1,250,000 shares and certifies the holdings were not acquired to influence control of the issuer.
The document lists the issuer's principal executive office in San Diego and the reporting person’s U.S. residence in St. George, UT. The filing asserts that the ownership calculation uses the issuer’s Form S-1/A disclosure of outstanding shares.