Chairman of Board of Directors Errez Ben covered exercise/tax liability with 12,369 units of Common Stock par value $0.001 and was granted 46,440 units of Common Stock par value $0.001, increasing direct ownership by 1% to 2,413,677 units (SEC Form 4)
$RVYL
Professional Services
Consumer Discretionary
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RYVYL Inc. [ RVYL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/29/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. | ||
| * 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. | ||