SEC Form 3 · accession 0001185185-26-002510
RTB Digital, Inc. · RTB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Lamar Walton Comer
Director
Period of report
May 21, 2026
Accepted (ET)
Jun 15, 2026 · 4:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001419275
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.001F1 | holding | — | — | — | 53,048 | I | By Media Innovation Fund I LLC | |
| Common stock, par value $0.001F2 | holding | — | — | — | 3,494,888 | I | By Comer Trading, LLC | |
| Common stock, par value $0.001F2 | holding | — | — | — | 233,049 | I | By Comer Trading, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF3 | $1.89 | holding | — | — | — | Aug 12, 2028 | Aug 12, 2035 | Common Stock, par value $0.001 | 72,941 | — | I |
| Warrant to purchase common stockF4 | $4.29 | holding | — | — | — | Sep 4, 2025 | Sep 4, 2026 | Common Stock, par value $0.001 | 698,978 | — | I |
Explanation of responses
- F1As controlling member of Media Innovation Fund I LLC, Mr. Comer has influence over Media Innovation Fund I LLC's entire holding of 53,048 shares of Common Stock and deemed to be the beneficial owner. Mr. Comer disclaims beneficial ownership except to the extent of his pecuniary interest.
- F2As controlling member of Comer Trading, LLC, Mr. Comer has influence over Comer Trading, LLC's entire holding of 3,494,888 shares of Common Stock and deemed to be the beneficial owner. Mr. Comer disclaims beneficial ownership except to the extent of his pecuniary interest.
- F3Represents a stock option originally granted by RTB Digital, Inc. on August 12, 2025, which was assumed by the Issuer in connection with the business combination between the Issuer and RTB Digital, Inc. Following the transaction, the option became exercisable for shares of the Issuer's common stock on substantially the same terms as in effect immediately prior to the transaction, with appropriate adjustments to the number of underlying shares and exercise price, and continues to vest in accordance with its original vesting schedule, subject to the Reporting Person's continued service with the Issuer. Mr. Comer disclaims beneficial ownership except to the extent of his pecuniary interest.
- F4Represents a common stock purchase warrant originally issued by RTB Digital, Inc. on September 4, 2025, which was assumed by the Issuer in connection with the business combination between the Issuer and RTB Digital, Inc. Following the transaction, the warrant became exercisable for shares of the Issuer's common stock on substantially the same terms as in effect immediately prior to the transaction, with appropriate adjustments to the number of underlying shares and exercise price and is exercisable immediately and expiring on September 4, 2026. Mr. Comer disclaims beneficial ownership except to the extent of his pecuniary interest.