NASDAQ: RTB

On December 19, 2025, the Company filed a certificate of amendment
to the Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of authorized shares of the
Company’s common stock, par value $0.001 per share, from 100,000,000 shares to 500,000,000 shares (the “Authorized Share Increase”),
which became effective upon filing.

Effective January 2, 2026, the Company effected a
reverse split of its Common Stock, where every 35 shares of the Company’s pre-reverse split outstanding common stock were combined
and reclassified into one share of common stock. Proportionate voting rights and other rights of common stockholders were not affected
by the reverse stock split. Fractional shares of common stock resulting from the reverse stock split were rounded up to the nearest whole
share on a broker basis. All stock options outstanding and common stock reserved for issuance under the Company’s equity incentive
plan outstanding immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock
by 35 and, as applicable, multiplying the exercise price by 35. All share numbers, share prices, exercise prices, and per share amounts
in this Annual Report on Form 10-K have been adjusted, on a retroactive basis to reflect the 1-for-35 Reverse Stock Split.

Payment
Processing Services

Through
our Bank Identification Number (“BIN”) sponsorship arrangement, Ryvyl enables businesses to process credit card transactions,
providing direct access to global card networks without the need for a traditional banking license. Although Ryvyl is not itself a payment
processor, it serves as an intermediary - similar in certain respects to an independent sales organization (“ISO”) - connecting
merchants with acquiring partners. However, in contrast to traditional ISOs, Ryvyl performs a broader set of functions that are typically
carried out by processors, including:

●applications
processing and merchant underwriting;

●merchant
onboarding and account configuration;

●ongoing
risk monitoring and transaction-level oversight; and

●customer
service and merchant support.

In
addition, Ryvyl also facilitates equipment servicing or replacement, security verifications, and handles customer support inquiries.
Performing these activities enables Ryvyl to maintain direct control over the merchant experience and support processes. Ryvyl focuses
on merchants operating in underserved and, in some cases, higher risk industry verticals, where Ryvyl believes that its operating structure
and risk-management capabilities allow it to support customer segments that many acquiring banks and processors may not be able to serve
directly.

NEMS
Core Disbursements Platform

In
late 2024, Ryvyl launched NEMS Core, an internally developed global disbursements platform designed to streamline inbound and outbound
payment flows for businesses. NEMS Core allows customers to initiate, validate, route, and settle disbursements through an automated,
modular workflow. Its flexible architecture is intended to support a variety of payment types and volumes, enabling businesses to manage
their disbursement needs in an increasingly digital and interconnected financial environment.

While
NEMS Core remains in the early stages of commercialization and currently serves as a complement to Ryvyl’s acquiring services model,
Ryvyl has not committed to significant future expansion of the platform and is evaluating its continued strategic relevance as part of
its broader long-term operational planning.

Operating
Model

Ryvyl
employs a hybrid operating model that combines internal operational functions with external acquiring services partnerships. Internally,
Ryvyl manages merchant review and underwriting, risk management, onboarding, and customer service. Externally, Ryvyl relies on acquiring
banks and processing partners for transaction processing, settlement, and sponsorship under its own BIN. This structure allows Ryvyl
to maintain direct merchant relationships and control over customer-facing activities, while leveraging the infrastructure and regulatory
framework of established acquiring institutions.

Risk
Management

Ryvyl
maintains risk management and compliance processes designed to support both its acquiring services operations and the NEMS Core disbursements
platform. As part of the onboarding process, Ryvyl’s compliance team conducts reviews of customer applications, including Know
Your Customer (“KYC”) documentation, which must be approved before the onboarding is finalized. Ryvyl also monitors customer
transactions for potential compliance issues and reviews activity for adherence to applicable requirements established by its acquiring
partners and card networks. Risk monitoring and compliance oversight are integrated into Ryvyl’s broader operational workflow and
are intended to help identify and address issues that may arise in connection with customer activity.

Strategy

Ryvyl’s
strategy is to continue expanding its credit card payments processing services by growing its merchant base and strengthening relationships
with existing and prospective customers within its target markets. Management believes the acquiring services business represents an
attractive opportunity for steady growth due to established merchant and agent relationships, favorable margins, and a relatively low-cost
structure. As part of this strategy, Ryvyl intends to invest in business development activities, pursue new merchant acquisition channels,
and maintain service levels designed to support merchant retention.

In
addition to its acquiring services operations, Ryvyl offers disbursement services through its NEMS Core platform. Ryvyl’s long-term
approach to this product will continue to be informed by ongoing assessments of customer needs, market conditions, and resource allocation
priorities.

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Customers
and Markets

Ryvyl
serves merchants operating in a variety of industry verticals, with a particular emphasis on underserved and higher risk categories.
Key verticals include retail businesses, private or independent educational institutions, auto and home insurance, and segments of the
adult entertainment industry. Ryvyl’s merchant base is geographically dispersed across the United States, and its revenues are
not materially concentrated in any single customer or small group of customers.

Competition

The
markets in which Ryvyl operate are competitive. Ryvyl primarily competes with other ISOs and merchant service providers that act as intermediaries
between merchants and payment processors. Competitive factors generally include pricing, service quality, underwriting flexibility, onboarding
speed, and the ability to support merchants operating in non-traditional or higher-risk segments.

Ryvyl
seeks to differentiate itself from traditional ISOs by offering a broader range of operational and support services. In addition to connecting
merchants with processing partners, Ryvyl performs several functions that are typically carried out by processors or specialized service
providers, including merchant applications processing, underwriting, onboarding, risk monitoring, and customer service. Ryvyl also facilitates
services such as equipment servicing and replacement, security verifications, and technical support. Management believes that this integrated
service model offers a higher-value proposition and enables Ryvyl to support merchant segments with more complex onboarding and servicing
needs.

Human
Capital

We
currently have approximately 15 full-time employees. None of our employees are subject to collective bargaining agreements. We
consider our relationship with our employees to be satisfactory. We also engage temporary employees and consultants as needed to
support our operations.

Recent
Developments

Merger
Agreement with RTB Digital, Inc.

Basic
Merger Terms

Ryvyl
and RTB entered into an Agreement and Plan of Merger, dated as of September 28, 2025 (the “Merger Agreement”), whereby RTB
would combine with Ryvyl. The Merger Agreement contains the terms and conditions of the proposed business combination of Ryvyl and RTB.
Under the Merger Agreement, RYVYL Merger Sub Inc., a wholly owned subsidiary of Ryvyl (“Merger Sub”), will merge with and
into RTB, with RTB surviving as a wholly owned subsidiary of Ryvyl (referred to as the “merger”).

At
the effective time of the merger (the “Effective Time”), certain outstanding securities of the RTB securityholders will be
converted into the right to receive the Pro Rata Portion of the Merger Shares (defined terms in the Merger Agreement. In addition, Ryvyl
will assume the RTB stock option plan and certain other outstanding securities which will from then be exercisable for exchangeable into
Ryvyl common stock. It is anticipated that outstanding RTB warrants will have been “net” exercised prior to the closing in
exchange for shares of RTB common stock in accordance with their terms and shall no longer be outstanding and shall automatically be
cancelled, extinguished, and retired and shall cease to exist, provided, however, that in the event that any such RTB warrants are not
so exercised, to the extent that by their terms they do not continue to represent the right to acquire securities of the Company on comparable
terms to those of RTB warrants, then the parties of the Merger Agreement shall negotiate in good faith and use commercially reasonable
efforts to mutually agree as promptly as practicable to such amendments the Merger Agreement as are necessary to reflect an assumption,
exchange or similar accommodation for such RTB warrants, provided that such assumption, exchange or similar accommodation shall be reasonably
satisfactory to each party of the Merger Agreement. Additionally, pursuant to the Merger Agreement, Ryvyl will assume the outstanding
convertible notes of RTB, which after the merger will be converted into shares of the combined company.

As
of January 30,2026, as a result of the merger, current holders of RTB’s common stock, and options and warrants to purchase RTB’s
common stock are expected to own, or hold rights to acquire, in the aggregate of approximately 15,215,399 shares of Ryvyl common stock,
representing approximately 84.85% (excluding the shares that may be issued on conversion of the RTB convertible notes) of the fully-diluted
common stock of Ryvyl, which for these purposes is defined as the outstanding common stock of Ryvyl (including the shares of common stock
issued in the merger), plus all options and warrants of Ryvyl outstanding immediately prior to the merger, plus all options and warrants
of RTB converted into options and warrants of Ryvyl in connection with the merger (the “Fully-Diluted Common Stock of Ryvyl”),
and Ryvyl’s current stockholders, option holders and warrant holders are expected to own, or hold rights to acquire, in the aggregate
approximately 15.15% of the Fully-Diluted Common Stock of Ryvyl, in each case, following the Effective Time of the merger. The assumption
and conversion of the RTB convertible notes after consummation of the merger will substantially reduce the foregoing percentages. Also,
as a result of the merger, the Series C Preferred Stock issued by Ryvyl to RTB will be cancelled.

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Business
of RTB

RTB
(d/b/a “Roundtable”) has developed and operates a professional SaaS (Software as a Service) platform which hosts an exclusive
coalition of professionally-managed online media channels. RTB’s operations primarily consisted of software development; advertising
and sponsorship sales; and identifying and signing a group of select “Platform Partners” to operate on its platform. Each
channel is organized around a topic and is operated by an invite only Platform Partner, typically a major media company, but also drawn
from subject matter experts, reporters, and thought leaders. Platform Partners publish professional content and oversee an online community
for their respective channels, leveraging RTB’s proprietary, Web3-based, socially-driven, mobile-enabled, video-focused technology
platform (“Platform”) engaging niche audiences within a single coalition.

Platform
Partners incur the costs of content creation on their respective channels and receive a share of the revenue associated with their content,
typical 50% after certain direct costs are deducted. Because of the state-of the-art technology and large scale of the Platform and the
expertise in search engine optimization, user engagement, ad monetization and content distribution, Platform Partners continually benefit
from ongoing technological advances and audience development expertise. While the Platform Partners benefit from these critical performance
improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management costs.

RTB
operates websites at thestreet.com/crypto, RoundtableSports.io, TheHockeyNews.com, Roundtable.io, MissWorld.com, rtb.MissWorld.com, and
others. The information contained on the official website of RTB (RTB.io) and information about RTB on any other personal, viral, social
network informational websites or software applications, do not constitute part of this report or future reports or schedules filed with
the Securities and Exchange Commission (“SEC”) or other state securities regulatory bodies.

RTB’s
strategy includes acquiring related online media, publishing and technology businesses by merger or acquisition that management believes
will expand the scale of unique users interacting on the RTB technology platform. RTB believe that with an increased scale in unique
users, RTB will be able to obtain improved advertising terms and grow advertising revenue.

The
Platform

The
proprietary online publishing, community, and video platform provides the Platform Partners (who are third parties producing and publishing
content typically on their own domains), and individual creators contributing content to the RTB owned and operated sites (“Expert
Contributors”), the ability to produce and manage editorially focused content through tools and services provided by RTB. RTB has
also developed proprietary advertising technology, techniques and relationships that allows RTB, the Platform Partners, and the Expert
Contributors to monetize editorially focused online content through various display and video advertisements and other monetization services
(the “Monetization Solutions” and, together with the Platform, the “Platform Services”).

The
Platform is comprised state-of-the-art publishing tools, video services, social/community engagement features, content distribution channels,
newsletter technology, content recommendations, notifications, white-label apps for iOS and Android, and other technology that delivers
a complete set of features to drive a digital media business upon an entirely cloud-based suite of services. The software engineering
and product development teams of RTB are experienced at delivering these services at scale. RTB continues to develop the Platform software
by combining proprietary code with components from the open-source community, plus select commercial services, as well as identifying,
acquiring, and integrating other platform technologies where RTB see unique long-term benefits to us.

The
Platform Services include:

●Content
management, content recommendations, and traffic redistribution;

●Hosting
and bandwidth;

●Secure,
blockchain-based storage of user data and content;

●Video
publishing, hosting, and player solution;

●Community/social
features, including ability for users to post text, images & videos; video threads; “likes”, comments and @mentions;
reporting and moderation tools including AI-based moderation and spam control; user reputation and gamification;

●Native
iOS and Android mobile Apps, with in-app notifications and white-label capability for major brands;

●Real-time
reporting as well as integration with Google Analytics;

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●User
account management with multi-level access controls;

●Content
and user account migration to the Platform, including text, images, videos, emails and membership data;

●Technical
support team to support the Platform Partners and staff (if applicable) on the Platform;

●Advertising
serving, trafficking/insertion orders, yield management, reporting and collection;

●Ability
to pay Platform Partners via crypto;

●Various
integrations to enable syndication of content e.g., MSN, Yahoo, Apple News, Google News and RSS feeds; and

●Other
features, as they may be added to the Platform from time to time.

Platform
Partners Business Model

Platform
Partners use the Platform Services to produce, manage, host and monetize their content in accordance with the terms and conditions of
partner agreements between each of the Platform Partners and RTB (the “Partner Agreements”). The Platform Partners incur
the costs with respect to creating their content; thus, not requiring expenditures by RTB. Pursuant to the Partner Agreements, RTB and
the Platform Partners split revenue generated from the Platform Services used in connection with the Platform Partner’s content
based on certain criteria. Criteria include whether the revenue was from digital advertising sales, was generated by the Platform Partner
or RTB, was generated in connection with a subscription or a membership, was generated from syndicating or third party licensing, or
was derived from affiliate links.

Subject
to the terms and conditions of each Partner Agreement and in exchange for the Platform Services, the Platform Partners grant RTB, for
so long as the Platform Partner’s assets are hosted on the Platform, (i) the right to use, host, store, cache, reproduce, publish,
publicly display, distribute, transmit, modify, adapt and create derivative works of the content provided by the Platform Partner to
provide, maintain and improve the Platform Services; (ii) use, publicly display, distribute and transmit the name, logo, and trademarks
of the Platform Partner to identify them as users of the Platform Services; (iii) exclusive control of ads.txt with respect to the Platform
Partner’s domains; and (iv) with some exceptions, the exclusive right to include the Platform Partner’s website domains and
related URLs in a consolidated listing assembled by third party measurement companies such as comScore, Nielsen or other similar measuring
services selected by RTB. As such, the Platform serves as the primary digital media and social platform with respect to each of the Platform
Partners’ website domains during the applicable term of each Partner Agreement.

The
Role of Bitcoin and Cryptocurrency: Fuel for Growth

RTB
believes that it can reduce the typical waiting period that a Platform Partner would have to receive revenue from the current industry
typical time period of 30-90 days to a practically instantaneous transfer through the establishment of “liquidity pools”
that would allow the swapping of ad revenue receivables for BTC or stablecoins. As currency accumulates in RTB “liquidity pool”,
it will be used as “growth collateral” to back up revenue guarantees offered to major media partners recruited to utilize
the platform. Since these guarantees are based on existing advertising and sponsorship revenues, and RTB expects to outperform the partners’
prior top-line monetization, RTB also expects the treasury to continue growing. The sequence looks like this:

1.Media
partners/publishers generate ad inventory on their online properties;

2.Major
brands purchase ads, paying us using “fiat” or traditional currencies;

3.We
then convert this revenue to Bitcoin, stablecoins or other currencies;

4.Publishers
receive (typically) 50% of this as revenue sharing; and

5.The
remaining 50% is added to RTB’s liquidity pool.

In
the near future it is anticipated that publishers will be given the option to withdraw their earnings immediately and directly via cryptocurrency
transfer. RTB believes this feature will provide an additional competitive advantage.

RTB
does not issue, mine or lend cryptocurrency, and crypto trading activity is limited to risk management within its treasury holdings.

Corporate
Information

Our principal executive offices are located at
3111 Camino Del Rio North, Suite 400, San Diego, CA 92108. Our telephone number is (855) 201-1613. The address of our website is www.ryvyl.com.
The inclusion of our web address in this Report does not include or incorporate by reference the information on our website into this
Report.

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