Form 4: RYVYL Chairman Errez Reports Future Share Transactions

RYVYL Inc.'s Chairman and 10% owner, Ben Errez, filed a Form 4 detailing future acquisitions of common stock as director compensation and dispositions for tax liabilities, all under a Rule 10b5-1 plan.

Summary

• Ben Errez, Chairman of the Board and a 10% owner of RYVYL Inc., filed a Form 4 reporting changes in his beneficial ownership of common stock.
• The transactions, made pursuant to a Rule 10b5-1 plan, include both dispositions for tax liabilities and acquisitions as director compensation.
• On July 29, 2025, 505 shares were disposed of at $0.3 per share to cover tax liabilities from January 2025 compensation vesting, reducing ownership to 2,379,101 shares.
• On August 14, 2025, 532 shares were disposed of at $0.3 per share for tax liabilities from February 2025 compensation vesting, reducing ownership to 2,378,569 shares.
• On August 18, 2025, two separate dispositions of 5,666 shares each occurred at $0.32 per share for tax liabilities related to restricted stock units awarded in April 2025, reducing ownership to 2,372,903 and then 2,367,237 shares respectively.
• On August 20, 2025, Mr. Errez acquired 7,142 shares at $0.7 per share as May 2025 director compensation, increasing ownership to 2,374,379 shares.
• Also on August 20, 2025, he acquired 7,352 shares at $0.68 per share as June 2025 director compensation, increasing ownership to 2,381,731 shares.
• Further on August 20, 2025, 14,705 shares were acquired at $0.34 per share as July 2025 director compensation, increasing ownership to 2,396,436 shares.
• Finally, on August 20, 2025, 17,241 shares were acquired at $0.29 per share as August 2025 director compensation, bringing his total direct beneficial ownership to 2,413,677 shares.

Sentiment

Score: 6

Explanation: The filing details routine insider transactions, including compensation grants and tax-related dispositions, under a 10b5-1 plan. This is generally neutral, with a slight positive tilt due to continued equity compensation for a key executive, indicating alignment of interests.

Positives

• Ben Errez, a key insider, is receiving additional shares as compensation, aligning his interests with shareholders.
• The acquisitions of 7,142, 7,352, 14,705, and 17,241 shares demonstrate continued equity-based compensation for the Chairman.
• The transactions are part of a Rule 10b5-1 plan, indicating a pre-arranged and systematic approach to managing insider stock transactions.

Negatives

• Dispositions of 505, 532, and two instances of 5,666 shares occurred to cover tax liabilities, reducing direct beneficial ownership.
• The share prices for the dispositions ($0.30 and $0.32) are lower than some of the acquisition prices ($0.68 and $0.70), though this is typical for tax-related sales.

Future Outlook

The filing indicates future vesting dates for shares granted as director compensation: December 1, 2025, for May 2025 compensation; December 30, 2025, for June 2025 compensation; January 21, 2026, for July 2025 compensation; and February 14, 2026, for August 2025 compensation.

Industry Context

This Form 4 filing represents routine insider transaction reporting, common for directors and officers who receive equity as part of their compensation. The use of a Rule 10b5-1 plan for these transactions is a standard practice to manage insider trading compliance.

Corporate Governance

Related Party Transactions

• The acquisition of shares by Ben Errez, a director and Chairman, as monthly compensation from RYVYL Inc. constitutes a related-party transaction. These transactions are explicitly stated as being pursuant to the Company's 2023 Equity Incentive Plan.

Stakeholder Impact

• Shareholders: The increase in direct beneficial ownership by the Chairman, net of tax-related dispositions, indicates continued alignment of management's interests with shareholder value. The use of a 10b5-1 plan provides transparency regarding future transactions.
• Employees: The equity incentive plan provides a framework for compensation, which can be a positive for employee retention and motivation if similar plans are available to other key personnel.

Next Steps

• Vesting of 7,142 shares on December 1, 2025.
• Vesting of 7,352 shares on December 30, 2025.
• Vesting of 14,705 shares on January 21, 2026.
• Vesting of 17,241 shares on February 14, 2026.

Key Dates

Keywords

RYVYL Inc., RVYL, Ben Errez, Form 4, insider trading, beneficial ownership, stock compensation, tax withholding, 10b5-1 plan, director compensation