Ryvyl (RVYL) Proxy Filing summary

Executive summary

• The proxy filing seeks shareholder approval for a merger between Ryvyl Inc. and RTB Digital, Inc., with RTB becoming a wholly owned subsidiary and the combined entity focusing on a Web3 media platform and SaaS solutions for digital media channels.

• The merger will result in RTB stakeholders owning approximately 84.85% of the fully diluted common stock of the combined company, with Ryvyl stakeholders holding about 15.15%, subject to further dilution from convertible notes.

• The combined company will be renamed RTB Digital, Inc. and is expected to trade on Nasdaq under the symbol "RTB" following the merger.

• The merger is structured as a reverse merger for accounting purposes, with RTB as the accounting acquirer and Ryvyl as the legal acquirer.

• The merger is anticipated to close in early April 2026, pending shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders are asked to approve: (1) the Merger Agreement and related transactions, (2) an amendment to change the company name to RTB Digital, Inc., and (3) the potential adjournment of the special meeting to solicit additional proxies if needed.

• The board unanimously recommends voting FOR all proposals.

• Approval requires a majority of issued and outstanding shares of common and Series C Preferred Stock, voting as a single class.

• Abstentions and broker non-votes will have the same effect as votes against the merger proposal.

Board of directors and corporate governance

• The post-merger board will consist of seven members: six designated by RTB and one by Ryvyl, with Brett Moyer continuing as a director.

• The combined company will have audit, compensation, and nomination committees, with independent directors as required by Nasdaq.

• The board will oversee risk management, compliance, and corporate governance, with annual self-assessments and a code of business conduct and ethics in place.