8-K - RTB - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2025

RYVYL INC.

(Exact name of registrant as specified in its charter)

Nevada	001-34294	22-3962936
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br>Identification No.)

3131Camino Del Rio North , Suite 1400 San Diego , CA

92108

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:

(855) 201-1613

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	RVYL	The Nasdaq Stock Market LLC<br><br> <br>(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On November 14, 2025, the United States District Court for the Southern District of California (the “District Court”) issued an order (i) granting preliminary approval (the “Preliminary Approval”) of a proposed settlement, executed on September 30, 2025, of the consolidated shareholder derivative action “In re RYVYL Inc. Derivative Litigation, Lead Case No. 3:23-cv-01165-GPC-SBC”, which settlement includes the settlement of other related litigation pending in the Eight Judicial District Court in Clark County, Nevada, which actions had been filed against certain of the Company’s current and/or former officers and directors in 2023 and 2024 (the “Stipulation and Agreement of Settlement”), and (ii) providing for notice of the Stipulation and Agreement of Settlement to be provided to all record and beneficial stockholders of the Company as of September 30, 2025 (the “Notice of Proposed Settlement”).

Pursuant to the Preliminary Approval, copies of (i) the Preliminary Approval, (ii) Stipulation and Agreement of Settlement (and all exhibits attached thereto), (iii) the Notice of Proposed Settlement and (iv) a press release regarding this Current Report on Form 8-K (this “Form 8-K”), Notice of Proposed Settlement and the Stipulation and Agreement of Settlement are filed as exhibits to this Form 8-K as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively. Copies of the Stipulation and Agreement of Settlement and Notice of Proposed Settlement can also be found on the Company’s website at https://investors.ryvyl.com/ under Reports & Filings.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Name of Exhibit
99.1	Preliminary Approval
99.2	Stipulation and Agreement of Settlement
99.3	Notice of Proposed Settlement
99.4	Press release, dated November 21, 2025.
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RYVYL Inc.
By:	/s/ George Oliva
	George Oliva
	Interim Chief Executive Officer and Chief Financial Officer

Dated: November 21, 2025

Exhibit 99.1

Exhibit 99.2

Exhibit 99.3

Exhibit 99.4

Court Provisionally Approves Settlement of RYVYL Derivative Litigation

SANDIEGO, CA – November 21, 2025 – RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”) today provided the following notice of an Order from District Judge Gonzalo P. Curiel in the Southern District of California related to the proposed settlement of derivative lawsuits and the stipulation and agreement of settlement, which settlement also resolves the related derivative litigation pending in the Eighth Judicial District Court in Clark County, Nevada:

On November 14, 2025, District Judge Gonzalo P. Curiel in the United States District Court for the Southern District of California issued an Order (1) Granting Provisional Approval of Derivative Settlement; (2) Conditionally Approving the Proposed Form and Manner of Notice; and (3) Setting Date for Final Settlement Hearing in connection with the shareholder derivative action “Christy Hertel, derivatively on behalf of RYVYL Inc., f/k/a GreenBox POS v. Ben Errez et. al., Case No. 3:23-CV-01165-GPC-SBC,” which was filed on June 22, 2023 against certain of the Company’s current and/or former officers and directors.

The Notice of Proposed Settlement of Derivative Lawsuits and the Stipulation and Agreement of Settlement have been filed with the U.S. Securities and Exchange Commission as exhibits to the Company’s Form 8-K dated November 21, 2025. These documents may also be found on the Company’s website at https://investors.ryvyl.com/ under Reports & Filings.

AboutRYVYL

RYVYL Inc. (NASDAQ: RVYL) operates a digital payment processing business enabling transactions around the globe and provides payment solutions for underserved markets. RYVYL has developed applications enabling an end-to-end suite of turnkey financial products, with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. www.ryvyl.com

RYVYLIR Contact:

Richard Land, Alliance Advisors Investor Relations

973-873-7686 ryvylinvestor@allianceadvisors.com