RYVYL Inc. Material Event - What Happened

Hey everyone, let's break down some recent news about RYVYL Inc. in a way that makes sense, without all the confusing business talk. Think of this as me explaining a news story to a friend over coffee.

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1. What happened? (The actual event, in plain English)

Okay, so RYVYL Inc., that company focused on digital payments and financial tech, just made a couple of pretty significant moves regarding its stock.

First, they increased the total number of shares they are allowed to issue. They went from being able to issue 100 million shares of common stock to a much larger 500 million shares.

Second, they're doing something called a "reverse stock split." This means they're combining existing shares into fewer, but theoretically more valuable, shares. Specifically, for every 35 shares an investor currently owns, they will now own 1 share.

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2. When did it happen?

The decision to increase the authorized shares was officially filed on December 19, 2025.

The reverse stock split was officially filed on December 30, 2025. It will actually become effective at 5:00 p.m. Eastern Time on January 1, 2026, and the stock will start trading on the Nasdaq Capital Market at its new, split-adjusted price at the beginning of trading on January 2, 2026. So, it's happening right around the New Year!

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3. Why did it happen? (Context and background)

So, why did RYVYL do this? Well, companies usually make big moves like this for a few key reasons:

• To grow bigger: They might want to reach more customers or expand into new markets.
• To get new stuff: Maybe they needed a specific technology, a new product, or a talented team that the other company had.
• To solve a problem: Perhaps they were facing a challenge, and this move helps them overcome it.
• To get ahead of the competition: They might be trying to gain an edge over other companies in their space.

Here's why these specific actions likely happened for RYVYL:

• Increasing Authorized Shares: Companies often do this to give themselves more flexibility for the future. It's like increasing the maximum capacity of a stadium – they don't have to fill all the seats right away, but they have the option. This could allow RYVYL to raise money in the future by selling new shares, make acquisitions using stock, or use shares for employee compensation plans.
• Reverse Stock Split: This is a common move when a company's stock price has fallen very low, often below the minimum price required to stay listed on a major stock exchange like Nasdaq (which typically requires a stock to trade above $1 per share). By combining shares (e.g., 35 shares into 1), the price per share goes up proportionally. For example, if RYVYL's stock was trading at $0.10 per share, after a 1-for-35 split, it would theoretically trade at $3.50 per share. This helps them meet those crucial listing requirements and can make the stock look more attractive to larger investors who might avoid "penny stocks."

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4. Why does this matter? (Impact and significance)

Alright, so why should you care about this? This isn't just some small update; it could really change how RYVYL does business and what its future looks like.

• For the company itself: The reverse stock split is a critical step for RYVYL to maintain its listing on the Nasdaq stock exchange. Staying listed on a major exchange is important for a company's credibility, its ability to attract investors, and its access to capital. The increased authorized shares give RYVYL a lot more room to maneuver financially in the future, potentially allowing them to raise significant funds or make strategic moves without needing immediate shareholder approval for each new issuance.
• For their overall direction: These actions signal that RYVYL is actively working to strengthen its financial position and ensure its continued presence on a major exchange. It's about stability and setting the stage for potential future growth or strategic initiatives.

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5. Who is affected? (Employees, customers, investors, etc.)

Big news like this usually touches a lot of different people:

• Customers: If you use RYVYL's services, you're unlikely to see any direct impact on the features or quality of the digital payment solutions you use.
• Employees: There's no direct impact on employees mentioned in this news, but a company that maintains its stock exchange listing and has financial flexibility can be a more stable place to work in the long term.
• Investors/Shareholders: This is where the biggest impact is.
  • Reverse Stock Split: If you owned, say, 350 shares before the split, you will now own 10 shares. While the number of shares you own goes down, the value of your total investment should remain the same immediately after the split (e.g., 350 shares at $0.10 = $35; 10 shares at $3.50 = $35). However, the market's reaction to the split can cause the price to fluctuate. A small benefit: if you had a number of shares that wasn't a perfect multiple of 35, any fractional shares will be rounded up to the nearest whole share. This split also proportionally affects other company securities like preferred stock, options, restricted stock units, and warrants.
  • Authorized Share Increase: This means RYVYL could issue many more shares in the future. If they do, it could "dilute" the value of existing shares, meaning your ownership percentage of the company would decrease if you don't buy more shares.
• Competitors: Other companies in the same space will definitely be watching this closely, as it shows RYVYL's efforts to maintain its market presence and financial flexibility.

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6. What happens next? (Immediate and future implications)

So, what's the game plan from here?

• Immediately: The reverse stock split will become effective on January 1, 2026, and trading will begin on a split-adjusted basis on January 2, 2026. Your brokerage account will reflect the change in your share count. The company's transfer agent, VStock Transfer, LLC, is handling the exchange of shares.
• In the future: RYVYL will need to ensure its stock price stays above the Nasdaq minimum requirement. The company now has the flexibility to issue many more shares, so investors should watch for any announcements about future stock offerings or other uses of these newly authorized shares. This isn't a 'one-and-done' deal; there will be ongoing developments and challenges to overcome.

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7. What should investors/traders know? (Practical takeaways)

Okay, for those of you who trade or invest in RYVYL stock, here are some things to keep in mind:

• Expect a price jump (but it's mathematical): The stock price will jump significantly overnight due to the 1-for-35 reverse split. This is a mathematical adjustment to your share count, not necessarily a sign of increased company value or improved business performance.
• Nasdaq Compliance is key: This move is primarily to help RYVYL meet Nasdaq's minimum bid price requirement. While it solves a listing problem, it doesn't inherently change the company's underlying business performance or financial health in the short term.
• Potential for Future Dilution: The increase in authorized shares means the company has the capacity to issue a lot more stock. If they do this to raise capital, it could dilute the value of your existing shares by increasing the total number of shares outstanding. Keep an eye on future announcements regarding share issuance.
• Market Perception: Sometimes, reverse splits are viewed negatively by the market because they often follow a period of low stock performance. However, successfully maintaining a Nasdaq listing can also be seen as a positive step for stability and access to capital.
• Fractional Shares: If you own shares, your brokerage will handle the conversion. Any fractional shares you would have received will be rounded up to the nearest whole share.
• Do your own research: This summary is for understanding, but always dig deeper and consult financial professionals before making any investment decisions. This isn't financial advice, just things to consider!