RVYL (NASDAQ: RVYL) notifies SEC of late 10-K for Dec 31, 2025 period

Rhea-AI Filing Summary

RYVYL Inc. submitted a Form 12b-25 (NT 10-K) notifying the SEC that its annual report for the period ended December 31, 2025 could not be filed on time because verification and review of the Form 10-K required additional time, making timely filing impracticable.

The notification was signed by George Oliva on March 31, 2026.

Key Figures

Period Ended: December 31, 2025 Notification Signed: March 31, 2026 SEC File Number: 001-34294 +2 more

5 metrics

Period Ended December 31, 2025 Form 12b-25 subject period

Notification Signed March 31, 2026 Signature date on the 12b-25

SEC File Number 001-34294 Cover information on the form

CUSIP 39366L406 Cover information on the form

Contact Phone (855) 201-1613 Person to contact regarding notification

Key Terms

Rule 12b-25, Form 10-K, NT 10-K

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"The verification and review of the information required to be presented in the Form 10-K"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

NT 10-K regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
		OMB Number 3235-0058
		Expires: April 30, 2025
		Estimated average burden hours per response ... 2.50
		SEC FILE NUMBER
		001-34294
		CUSIP NUMBER
		39366L406

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended:  December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _____________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

RYVYL Inc.

Full Name of Registrant

3131 Camino Del Rio North, Suite 1400

Address of Principal Executive Office (Street and number)

San Diego, CA 92108

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)

(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c) The accountant’s statement or other exhibits required by Rule 12b-25(c) have been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The verification and review of the information required to be presented in the Form 10-K has required additional time, rendering timely filing of the Form 10-K on the statutory due date impracticable without undue hardship and expense to the Registrant.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this notification

George Oliva		(855)		201-1613
(Name)		(Area Code)		(Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).   ☒ Yes     ☐ No

(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  ☐ Yes    ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

RYVYL Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By:	/s/ George Oliva
		Georg Oliva Interim Chief Executive Officer and Chief Financial Officer

3

FAQ

Why did RVYL file a Form 12b-25 (NT 10-K)?

Because the company needed more time to verify and review the Form 10-K. The filing states review and verification required additional time, making timely filing impracticable and causing RVYL to notify the SEC under Rule 12b-25.

What period does RVYL's late filing cover?

The late filing covers the fiscal period ended December 31, 2025. The Form 12b-25 specifically references the annual report for the period ended December 31, 2025 as the subject of the delay.

Who signed RVYL's Form 12b-25 and when?

George Oliva, Interim CEO and CFO, signed the notification on March 31, 2026. His signature appears on the form certifying the company caused the notification to be filed on its behalf.

Does the Form 12b-25 say RVYL expects material changes to results?

The form does not attach any anticipated change explanation in the provided excerpt. The checkbox question about significant changes is present, but no narrative or quantitative anticipated-change attachment appears in the excerpt.

Who can be contacted about RVYL's notification?

Contact is George Oliva at (855) 201-1613. The Form 12b-25 lists that phone number as the person to contact regarding the late filing notification.