RYVYL Inc.

Summary Compensation Table

The following table summarizes information for the fiscal years ended December 31, 2025, and 2024, concerning the compensation awarded to, earned by, or paid to, our Interim Chief Executive Officer/Chief Financial Officer (Principal Executive Officer) and our two most highly compensated executive officers (collectively, “Named Executive Officers”). Our Named Executive Officers in 2025 were Mr. Nisan, Mr. Errez, and Mr. Oliva.

Narrative to Summary Compensation Table

Employment and Consulting Contracts, Termination of Employment, and Change-in-Control Arrangements

George Oliva Employment Agreement

On September 22, 2025, the Company entered into an employment agreement with George Oliva in connection with the continuation of his role as Chief Financial Officer of the Company (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Oliva will continue his employment on an “at-will” basis with compensation to be set by the Company’s management team on an annual basis, eligibility for bonuses in accordance with the Company’s applicable bonus programs, and eligibility for other benefits such as participation in any retirement plans and insurance plans. The Company may terminate the Employment Agreement for cause and Mr. Oliva may terminate the Employment Agreement for good reason, both as further described the Employment Agreement, and both the Company and Mr. Oliva may also terminate without cause subject to fifteen prior days’ notice. Upon termination for cause (by the Company) or without cause (by Mr. Oliva), the Company pay for any earned but unpaid base salary, bonus, and vested benefits through the date of termination. In the addition to the foregoing, in the case of termination without cause (by the Company) or for good reason (by Mr. Oliva), the Company will also pay Mr. Oliva severance in the amount of twelve months salary to be paid in twelve equal instalments, all unvested equity awards will be fully vested, and continue to cover Mr. Oliva’s group health plan premium for a period of twelve months. The Employment Agreement contains standard covenants by the Company and Mr. Oliva, including as relates to confidentiality and indemnification, and defines the duties and responsibilities of Mr. Oliva’s continued employment with the Company.

As a condition to executing and entering into the Merger Agreement, the Company has agreed to enter into an Employment Agreement with George Oliva, its current Interim Chief Executive Officer and Chief Financial Officer (the “Oliva Post-Closing Employment Agreement”), and a director of Ryvyl, which is to become effective, upon the Closing of the merger (the “Oliva Post-Closing Employment Agreement Effective Date”). Under the terms of the Oliva Post-Closing Employment Agreement, Mr. Oliva will serve as the Executive Vice President of Finance and Chief Accounting Officer of the combined companies. He will report directly to the Chief Executive Officer of the combined companies. Mr. Oliva will devote his full working time to his employment with the combined companies. The term of the Oliva Post-Closing Employment Agreement is for two (2) years after the Oliva Post-Closing Employment Agreement Effective Date.

Mr. Oliva will be paid a base salary of $375,000 per year, subject to adjustments, as provided. Mr. Oliva is also entitled to a bonus of $225,000, which is payable in installments of $112,500 on the date which is six (6) months after the Oliva Post-Closing Employment Agreement Effective Date and the remaining $112,500 on the date that is twelve (12) months after the Oliva Post-Closing Employment Agreement Effective Date; provided that he continues to be employed on each applicable date, and that he has diligently performed the services assigned to him. He is also entitled to an annual performance bonus as determined by the Chief Executive Officer and the Board.

Mr. Oliva also will receive equity compensation in the form of an option grant by the combined companies, as of the consummation of the merger. The award is to be in an amount of shares not less than 2% of the combined companies’ fully diluted share capital with an exercise price equal to the fair market value of a share of common stock immediately prior to the Oliva Post-Closing Employment Agreement Effective Date , and the terms of which will be no less favorable than that granted to the combined companies’ fifth ranked employee by total equity ownership. The award will vest commencing after 12 months full-time employment after the merger on a monthly basis in twelve installments, subject to continued employment. In the event of termination for cause, unvested options will terminate; in the event of termination without cause, the unvested options will accelerate and become vested.

The Oliva Post-Closing Employment Agreement also contains customary benefits provisions as well as termination and severance provisions. Mr. Oliva’s employment may be terminated, at any time, without cause, and upon any such termination he is entitled, in addition to accrued amounts earned, a severance payment equal to the amount of base salary payable to him, until the end of the term, in regular monthly installments. Mr. Oliva is also entitled to acceleration of the $225,000 retention bonus and acceleration of his equity awards. Mr. Oliva is also entitled to certain continued group health insurance benefits until the earlier of twelve (12) months after termination or when he receives comparable coverage from a subsequent employer, in each case as long as he makes required employee contributions.

The Oliva Post-Closing Employment Agreement also contains customary confidentiality, non-competition, non-solicitation and indemnification provisions.

Equity Incentive Plan

The Company maintains one stock option plan, the 2023 Equity Incentive Plan (the “2023 EIP”). The 2023 EIP was adopted by our Board of Directors on September 11, 2023, and thereafter timely approved by our stockholders. The 2023 EIP was subsequently amended on October 15, 2024, and thereafter timely approved by our stockholders.

Share Reserve

The 2023 EIP reserved an aggregate of 145,665 shares of common stock available for equity incentive awards. As of April 8, 2026, there are outstanding equity awards for an aggregate of 13,624 shares of common stock and 58,952 shares of common stock currently available for new incentive awards. These share amounts reflect the reverse split of the common stock of January 2, 2026.

If any options or other awards that are granted and outstanding expire or terminate without being exercised, the 2023 EIP option plan provides that the shares covered thereby are added back to the plan’s share reserve and become available for stock equity awards to other participants.

Administration

Our Board of Directors have appointed George Oliva as administrator of the 2023 EIP. The administrator has the full power to grant options, to determine the persons eligible to receive such equity grants, and to determine the amount, type and terms and conditions of each such grants.

Eligibility

Employees, directors, or consultants of the Company or any of our affiliates, as selected from time to time by the plan administrator in its discretion, are eligible to participate in the equity incentive plan.

Types of Awards

The equity incentive plan permits the granting of options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and options that do not so qualify. Options granted under the equity incentive stock option plans will be nonstatutory options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Nonstatutory options may be granted to any persons eligible to receive awards under the stock option plans.

The plan administrator shall determine the purchase price (the “option price”) for an optionee to exercise the option. For incentive stock options, the option price may not be less than 100% of the fair market value of one share of common stock on the date of grant or, in the case of an incentive stock option granted to a 10% or greater stockholder, 110% of such share’s fair market value. The term of each option will be fixed by the plan administrator and may not exceed ten (10) years from the date of grant (or five years for an incentive stock option granted to a 10% or greater stockholder). The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise of an option, the option price must be paid in full (i) in cash or by check; (ii) with approval of the plan administrator, by delivery of shares of Company common stock that are beneficially owned by the optionee free of restrictions or were purchased in the open market, provided that if the shares were acquired from the Company, they have been held by the optionee for more than six months; or (iii) with such other form of legal consideration permitted by federal and state law as may be acceptable to the Board.

Equitable Adjustments

The 2023 EIP provides that the number of shares of common stock covered by each outstanding option, and the price per share thereof set forth in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares affected without receipt of consideration by the Company.

Transferability of Options

The 2023 EIP provides that no option may be transferable by the optionee, except by will or by the laws of descent and distribution.

Term of the Option Plan

The 2023 EIP will expire on November 3, 2033. Although no options may be granted under the plan after that date, the expiration will not affect the validity of outstanding options.

Amendment and Termination

The Board of Directors may, insofar as permitted by law, from time to time, with respect to any shares of common stock at the time not subject to options, suspend or terminate the 2023 EIP or otherwise revise or amend the equity incentive plan. The Board of Directors must obtain stockholder approval for any revisions that would (i) increase the number of shares subject to the plan, (ii) decrease the price at which options may be granted, (iii) materially increase the benefits to optionees, and (iv) change the class of persons eligible to receive equity grants under the plan. No amendment or termination of the equity incentive plan may alter or impair the rights and obligations under any grants outstanding without the written consent of the grantee thereunder.

Outstanding Equity Awards at Fiscal Year-End

The following table shows, for each of our Named Executive Officers, all equity awards that were outstanding as of December 31, 2025.

Non-Employee Director Compensation

The following table sets forth compensation earned by each non-employee Director who served during the year ended December 31, 2025.

Each non-employee director has entered into Board of Director Agreements (the “BOD Agreements”). Pursuant to the BOD Agreements, each non-employee director receives cash compensation in the amount of $5,000 per month. Additionally, from time to time, each of the independent directors may receive awards pursuant to the Company’s Equity Incentive Plan or opt to receive cash in lieu of stock awards.

Each non-employee director has agreed to execute an indemnification agreement in favor of the Board member substantially in the form of the agreement attached to each BOD Agreement as Exhibit A (the “Indemnification Agreement”). In addition, so long as the Company’s indemnification obligations exist under the Indemnification Agreement, the Company shall provide the Board member with directors’ and officers’ liability insurance coverage in the amounts specified in the Indemnification Agreement.