[Form 4] Ryvyl Inc. Insider Trading Activity

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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.

Insights

TL;DR: Routine director compensation and tax withholding, not a material governance change.

The Form 4 details customary equity compensation and tax-withholding dispositions by the CEO/director. The transactions reflect scheduled monthly director awards issued under the 2023 Equity Incentive Plan and standard share withholding to cover tax liabilities on vested awards. Vesting schedules extend to early 2026, indicating retention incentives rather than immediate liquidity events. The filing does not disclose any change in control, governance actions, or unusual insider dispositions.

TL;DR: Equity grants are compensation-driven with multi-month vesting; impact on dilution is modest relative to reported holdings.

The record shows four director compensation issuances totaling 46,440 shares on 08/20/2025 with prices from $0.29 to $0.70 and specific future vesting dates. Earlier small disposals (11,513 shares total) were for tax withholding. The net effect increases the reporting person鈥檚 outstanding shares to 2,412,037. These are standard practices for aligning management with shareholder interests and do not indicate extraordinary compensation terms in the disclosed items.

08/27/2025 - 09:23 PM

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
Estimated average burden
hours per response:			0.5

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^*

Nisan Fredi

(Last)

(First)

(Middle)

3131 CAMINO DEL RIO NORTH

SUITE 1400

(Street)

SAN DIEGO

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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock par value $0.001	08/14/2025		F		181⁽¹⁾	D	$0.3	2,376,929	D
Common Stock par value $0.001	08/18/2025		F		5,666⁽²⁾	D	$0.32	2,371,263	D
Common Stock par value $0.001	08/18/2025		F		5,666⁽²⁾	D	$0.32	2,365,597	D
Common Stock par value $0.001	08/20/2025		A		7,142⁽³⁾	A	$0.7	2,372,739	D
Common Stock par value $0.001	08/20/2025		A		7,352⁽⁴⁾	A	$0.68	2,380,091	D
Common Stock par value $0.001	08/20/2025		A		14,705⁽⁵⁾	A	$0.34	2,394,796	D
Common Stock par value $0.001	08/20/2025		A		17,241⁽⁶⁾	A	$0.29	2,412,037	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 February 15, 2025 for February 2025 compensation.

2. 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.

3. 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. Nisan 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.

4. 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. Nisan 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.

5. 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. Nisan 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.

6. 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. Nisanrrez 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.
* 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.

Source:

AG真人官方