UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

RYVYL INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

RYVYL Inc.

3131 Camino Del Rio North, Suite 1400

San Diego, CA 92108

Dear Stockholder:

You are invited to attend the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of RYVYL Inc. (“RYVYL,” the “Company,” “we,” “us,” or “our”), which will be held on October 23, 2025 at 4:00 p.m., Eastern Time (“ET”)/ 1:00 p.m., Pacific Time (“PT”) as a virtual meeting. The Annual Meeting will be held in a virtual meeting format only. You will be able to attend the meeting, vote, and submit your questions via the Internet by visiting www.virtualshareholdermeeting.com/RVYL2025 and entering the control number included on your proxy card. You will not be able to attend the virtual Annual Meeting physically in person.

Even if you are planning on attending the 2025 Annual Meeting online, please promptly submit your proxy vote by Internet, telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the 2025 Annual Meeting. Instructions on voting your shares are in the proxy materials you received for the 2025 Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. ET on October 22, 2025. If you attend the 2025 Annual Meeting online and wish to vote at the 2025 Annual Meeting, you will be able to do so even if you have previously returned your proxy card.

YOUR VOTE IS IMPORTANT TO US. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone, or mail.

On behalf of the board of directors and management, I would like to express our appreciation for your continued support.

Very truly yours,

Fredi Nisan

Director and Chief Executive Officer

September 23, 2025

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE 2025 ANNUAL MEETING WHETHER OR NOT YOU ATTEND ONLINE, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE PROXY MATERIALS YOU RECEIVED AS PROMPTLY AS POSSIBLE. YOUR PROXY, GIVEN BY VOTING PRIOR TO THE 2025 ANNUAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE 2025 ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE 2025 ANNUAL MEETING ONLINE AND VOTING ONLINE.

IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE 2025 ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.

IF YOU HAVE CHOSEN TO RECEIVE PAPER COPIES OF YOUR PROXY MATERIALS, INCLUDING THE PROXY CARD, PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE RETURN ENVELOPE PROVIDED.

ANY STOCKHOLDER ATTENDING THE 2025 ANNUAL MEETING ONLINE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

RYVYL Inc.

3131 Camino Del Rio North, Suite 1400

San Diego, CA 92108

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON October 23, 2025

September 23, 2025

To our Stockholders:

Notice (this “Notice”) is hereby given that the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of RYVYL Inc., a Nevada corporation (the “Company,” “RYVYL,” “our,” “we” or “us”), will be held as a “virtual meeting” via live audio webcast on Thursday, October 23, 2025, at 4:00 p.m. Eastern Time (“ET”)/1:00 p.m. Pacific Time (“PT”) for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

	(1)	To elect four directors to hold office until the next annual meeting and until their respective successors are elected and qualified;

	(2)	To ratify the appointment of Simon & Edward, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

	(3)	To approve an amendment to our Amended and Restated Articles of Incorporation, as amended (the “Amended Articles”) to effectuate a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of between one-for-five and one-for-fifteen, with such ratio to be determined at the sole discretion of the Board and with such reverse stock split to be effectuated at such a rate and at such time and date, if at all, as determined by the Board in its sole discretion;

	(4)	To approve an amendment to our Amended Articles to increase the number of authorized shares of common stock, from 100,000,000 shares to 500,000,000 shares; and

	(5)	To consider and vote upon any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Board of Directors unanimously recommends a vote “FOR” the approval of each of the Director Nominees in Proposal 1, and a vote “FOR” each of Proposal 2, Proposal 3, and Proposal 4.

Pursuant to our Amended and Restated Bylaws, our board of directors (“Board of Directors”) has fixed the close of business on September 10, 2025 as the record date (the “Record Date”) for a determination of stockholders entitled to notice and to vote at the 2025 Annual Meeting and any adjournment thereof. Holders of our common stock are entitled to vote at the 2025 Annual Meeting.

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of all proxy materials, including our annual report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report”), as well as providing access to the proxy materials at www.proxyvote.com. We will begin distributing this Proxy Statement, the Notice and proxy card on or about September 25, 2025.

The 2025 Annual Meeting will be held as a virtual meeting via live webcast on the Internet on Thursday, October 23, 2025, at 4:00 p.m. ET/1:00 p.m. PT. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions on the day of the meeting via the Internet by visiting www.virtualshareholdermeeting.com/RVYL2025 and entering the control number included on your proxy card. The unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the 2025 Annual Meeting on the meeting website. Further instructions on how to attend and participate in the 2025 Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are available at www.proxyvote.com.

By order of the Board of Directors,

Fredi Nisan

Director and Chief Executive Officer

September 23, 2025

TABLE OF CONTENTS

		Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		1
Questions and Answers		1

DIRECTORS AND OFFICERS		6
Business Experience of Executive Officers		6
Business Experience of Non-Employee Directors		7
Family Relationships		7

CORPORATE GOVERNANCE		8
Composition of our Board of Directors		8
Director Qualifications		8
Director Independence		8
Board Leadership Structure and Board’s Role in Risk Oversight		9
Committees of the Board of Directors		9
Director Attendance at Annual Meetings of Stockholders		11
Compensation Committee Interlocks and Insider Participation		11
Code of Business Conduct and Ethics		11
Board of Directors Committees Self-Assessment		11
Communications with the Board of Directors		12
Board of Directors and Committee Meetings and Attendance		12
Delinquent Section 16(a) Reports		12

EXECUTIVE COMPENSATION		13
Summary Compensation Table		13
Outstanding Equity Awards at Fiscal Year-End		14
Pay versus Performance		16

DIRECTOR COMPENSATION		17
Non-Employee Director Compensation Table		17

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		18
Related Party Transactions		18
Indemnification Under Articles of Incorporation and Bylaws; Indemnification Agreements		19
Policy Regarding Related Party Transactions		19

PROPOSAL NO. 1 - ELECTION OF DIRECTORS		20
Votes Required		20
Board Recommendation		20

PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		21
Fees Paid to Auditor		21
Audit Committee Pre-Approval Policies and Procedures		22
Audit Committee Report		22
Votes Required		22
Board Recommendation		22

PROPOSAL NO. 3 - APPROVAL OF REVERSE SPLIT		23
Introduction		23
Reasons for Reverse Split; Nasdaq Requirements for Continued Listing		24
Potential Disadvantages of the Reverse Split		24
Effecting the Reverse Split		25
Effect on Outstanding Shares, option and Certain other Securities		26
Effect on Registration		26
Fractional Shares; Exchange of Stock Certificates		26
Anti-Takeover and Dilutive Effects		27
Accounting Consequences		27
Federal Income Tax Consequences		27
Text of Proposed Reverse Split Amendment; Effectiveness		2
Votes Required		27
Board Recommendation		27

PROPOSAL NO. 4 - APPROVAL OF INCREASE IN AUTHORIZED SHARES		28
General		28
Current Capital Structure		28
Background and Purpose of Amendment		28
Rights of Additional Authorized Shares		29
Potential Adverse Effects of the Amendment		29
Text of Proposed Increase in Authorized Shares Amendment Effectiveness Text of Proposed Increase in Authorized		29
Votes Required		29
Board Recommendation		29

HOUSEHOLDING		31

DOCUMENTS INCORPORATED BY REFERENCE		32

ANNUAL REPORT ON FORM 10-K		32

OTHER MATTERS		32

	(1)	The election of four directors to hold office until the next annual meeting and until their respective successors are elected and qualified;

	(2)	The ratification of the appointment of Simon & Edward, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

	(3)	The approval of an amendment to our Amended and Restated Articles of Incorporation (the “Amended Articles”) to effectuate a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of between one-for-five and one-for-fifteen, with such ratio to be determined at the sole discretion of the Board and with such reverse stock split to be effectuated at such a rate and at such time and date, if at all, as determined by the Board in its sole discretion;

	(4)	The approval of an amendment to our Amended Articles to increase the number of authorized shares of common stock, from 100,000,000 shares to 500,000,000 shares; and

	(5)	Any other business that may properly come before the 2025 Annual Meeting or any adjournments or postponements thereof.

Proposal No.	Proposal	Vote Required	Broker Discretionary Vote Allowed
(1)	Election of four directors	A majority of the votes cast for each director	No

(2)	Ratification of the appointment of Simon & Edward, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025	A majority of the votes cast	Yes

(3)	Approval of an amendment to our Amended Articles to effectuate a reverse stock split of the Company’s common stock.	A majority of the voting shares issued and outstanding on the Record Date	Yes

(4)	Approval of an amendment to our Amended Articles to increase the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares.	A majority of the voting shares issued and outstanding on the Record Date	Yes

Name	Age	Position(s)
*Executive Officers*
Fredi Nisan	44	Director and Chief Executive Officer (Principal Executive Officer)
Zechariah Kirscher	37	Vice President Legal
George Oliva	64	Director and Chief Financial Officer

*Non-Employee Directors*
Gene Jones	73	Director
Brett Moyer	67	Director
Forest Ralph		Director

	●	appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

	●	discussing with our independent registered public accounting firm its independence from management;

	●	reviewing with our independent registered public accounting firm the scope and results of its audit;

	●	approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

	●	overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the Securities and Exchange Commission (“SEC”);

	●	reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

	●	coordinating the oversight by our Board of Directors of our code of business conduct and our disclosure controls and procedures;

	●	establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters;

	●	reviewing and approving related-person transactions; and

	●	appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm.

	●	reviewing key employee compensation goals, policies, plans, and programs;

	●	reviewing and approving the compensation of our directors and executive officers;

	●	reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

	●	appointing and overseeing any compensation consultants.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Options Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
Ben Errez		2024		399,010		-		29,959		-		114,633		543,602
Chairman/EVP (3)		2023		380,000		-		218,585		148,127		88,920		835,632

Fredi Nisan		2024		399,000		-		29,959		-		113,070		542,029
CEO/Director		2023		380,000		-		217,225		148,127		21,390		766,742

Min Wei		2024		190,183		-		-		-		188,057		378,240
COO (4)		2023		320,000		160,000		158,400		157,949		33,469		829,818

George Oliva		2024		320,000		-		-		-		46,752		366,752
CFO (5)		2023		66,666		-		49,997		-		3,019		119,682

	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options, Exercisable (#)		Number of Securities Underlying Unexercised Options, Not Exercisable (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Fredi Nisan		8,333		-	$	60.60	06/01/2026		26,667	$	52,800
		301		-		133.10	06/02/2026
		818		-		36.60	10/13/2027
		53,333		26,667-		2.18	11/15/2028
Ben Errez		8,333		-		60.60	06/01/2026		26,667		52,800
		301		-		133.10	06/02/2026
		818		-		36.60	10/13/2027
		53,333		26,667-		2.18	11/15/2028

Year	Summary Compensation Table Total for PEO Fredi Nisan		Compensation Actually Paid to PEO(1)		Average Summary Compensation Table Total for Non-PEO NEOs(2)		Average Compensation Actually Paid to Non-PEO NEOs(1)		Value of Initial Fixed $100 Investment Based On TSR		Net Income (Loss)
(a)	(b)		I		(d)		(e)		(f)		(g)
2024	$	542,029	$	439,853	$	322,148	$	395,473	$	1.30	$	(26,825,337	)
2023	$	766,742	$	280,030	$	462,263	$	483,240	$	4.16	$	(53,101,287	)

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Genevieve Baer (3)	$	45,000	$	18,768	$	63,768
Ezra Laniado (4)		45,000		18,773		63,773
David Montoya (5)		102,000		37,554		139,554

	Year Ended December 31,
	2024		2023
Audit Fees (1)	$	228,700	$	415,885
Tax Fees (2)		47,281		47,536
Total Fees	$	275,981	$	463,421

Members of the Audit Committee at the time the 2024 Form 10-K was filed:
David Montoya (Chairperson)		Genevieve Baer		Ezra Laniado

Current Members of the Audit Committee
Brett Moyer (Chairperson)		Forest Ralph

	Prior to the Reverse Split		Assuming a One- for- five Reverse Split		Assuming a One- for- seven Reverse Split		Assuming a One- for- ten Reverse Split		Assuming a One- for- twelve Reverse Split		Assuming a One- for- fifteen Reverse Split
Aggregate Number of Shares of Common Stock Outstanding		31,770,324		6,354,065		4,538,618		3,177,032		2,647,527		2,118,022
Aggregate Number of Warrants Outstanding (Each Exercisable for One Share of Common Stock following the Reverse Split)		15,384,615		3,076,923		2,197,802		1,538,462		1,282,051		1,025,641

Name and Address of Owner	Shares of Common Stock Owned Beneficially		Percent of Class (1)
5% Holders
S8 Global Fintech & Regtech Fund (2)		3,504,845		11.03	%
Arena Investors, LP (3)		1,388,025		4.37	%
GreenBox POS LLC (4)		1,848,922		5.82	%

Officers and Directors
Fredi Nisan (5)		2,132,038		6.70	%
George Oliva		65,488		*
Zechariah Kirscher (6)		74,215		*
Gene Jones		-		-
Brett Moyer		-		-
Forest Ralph		-		-
Total of Officers and Directors (6 Persons)		2,271,741		7.10	%

SEC Form DEF 14A filed by Ryvyl Inc.