STOCK TITAN

RTB Digital, Inc. (RTB) director discloses indirect share, warrant and option stakes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

RTB Digital, Inc. director James Lamar Comer filed an initial Form 3 reporting indirect ownership of common stock and derivatives through affiliated entities. The filing shows he is deemed a beneficial owner of shares held by Comer Trading, LLC and Media Innovation Fund I LLC, while disclaiming ownership beyond his economic interest.

According to the footnotes, Media Innovation Fund I LLC holds 53,048 shares of common stock, and Comer Trading, LLC holds 3,494,888 shares of common stock. Comer Trading, LLC also holds a warrant originally issued on September 4, 2025 that is exercisable for 698,978 shares at an exercise price of $4.29 per share until September 4, 2026, and a stock option originally granted on August 12, 2025 that is exercisable for 72,941 shares at an exercise price of $1.89 per share until August 12, 2035, all on substantially the same terms as before RTB Digital’s business combination with the issuer.

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Insider Comer James Lamar Walton
Role null
Type Security Shares Price Value
holding Stock Options -- -- --
holding Warrant to purchase common stock -- -- --
holding Common stock, par value $0.001 -- -- --
holding Common stock, par value $0.001 -- -- --
holding Common stock, par value $0.001 -- -- --
Holdings After Transaction: Stock Options — 72,941 shares (Indirect, Comer Trading, LLC); Warrant to purchase common stock — 698,978 shares (Indirect, Comer Trading, LLC); Common stock, par value $0.001 — 53,048 shares (Indirect, By Media Innovation Fund I LLC)
Footnotes (1)
  1. As 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. As 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. Represents 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. Represents 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.
Common shares via Comer Trading, LLC 3,494,888 shares Indirect beneficial ownership as described in footnote F2
Common shares via Media Innovation Fund I LLC 53,048 shares Indirect beneficial ownership as described in footnote F1
Warrant underlying shares 698,978 shares Common stock warrant assumed in business combination, footnote F4
Warrant exercise price $4.29 per share Common stock warrant exercisable until September 4, 2026
Stock option underlying shares 72,941 shares Stock option assumed in business combination, footnote F3
Stock option exercise price $1.89 per share Stock option expiring August 12, 2035
beneficial owner financial
"deemed to be the beneficial owner. Mr. Comer disclaims beneficial ownership except to the extent of his pecuniary interest."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
common stock purchase warrant financial
"Represents 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"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
stock option financial
"Represents 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"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
business combination financial
"assumed by the Issuer in connection with the business combination between the Issuer and RTB Digital, Inc."
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
pecuniary interest financial
"Mr. Comer disclaims beneficial ownership except to the extent of his pecuniary interest."
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Comer James Lamar Walton

(Last)(First)(Middle)
3111 CAMINO DEL RIO NORTH, SUITE 400

(Street)
SAN DIEGO CALIFORNIA 92108

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2026
3. Issuer Name and Ticker or Trading Symbol
RTB Digital, Inc. [ RTB ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.00153,048IBy Media Innovation Fund I LLC(1)
Common stock, par value $0.0013,494,888IBy Comer Trading, LLC(2)
Common stock, par value $0.001233,049IBy Comer Trading, LLC(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options(3)08/12/202808/12/2035Common Stock, par value $0.00172,941$1.89IComer Trading, LLC
Warrant to purchase common stock(4)09/04/202509/04/2026Common Stock, par value $0.001698,978$4.29IComer Trading, LLC
Explanation of Responses:
1. As 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.
2. As 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.
3. Represents 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.
4. Represents 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.
/s/ WaltonComer06/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does James Lamar Comer’s Form 3 for RTB Digital (RTB) report?

The Form 3 reports James Lamar Comer’s indirect beneficial ownership of RTB Digital common stock and derivatives through Comer Trading, LLC and Media Innovation Fund I LLC, including large common share positions plus a warrant and a stock option assumed in a business combination.

How many RTB Digital (RTB) shares are held through Comer Trading, LLC?

Footnotes state Comer Trading, LLC holds 3,494,888 RTB Digital common shares. Mr. Comer, as controlling member, is deemed the beneficial owner of this entire position but disclaims beneficial ownership except to the extent of his pecuniary interest in the entity.

What RTB Digital (RTB) shares are held through Media Innovation Fund I LLC?

Media Innovation Fund I LLC holds 53,048 RTB Digital common shares. As controlling member, Mr. Comer has influence over this holding and is deemed a beneficial owner, while disclaiming beneficial ownership beyond his actual economic stake in the fund.

What are the key warrant holdings reported in the RTB Digital (RTB) Form 3?

Comer Trading, LLC holds a common stock purchase warrant exercisable for 698,978 RTB Digital shares at an exercise price of $4.29 per share, originally issued September 4, 2025 and now expiring September 4, 2026 after being assumed in a business combination.

What stock option position is disclosed for RTB Digital (RTB)?

The filing shows a stock option, held through Comer Trading, LLC, for 72,941 RTB Digital common shares at a $1.89 exercise price. It was originally granted August 12, 2025, assumed in a business combination, and now expires August 12, 2035 on substantially the same terms.

Does the RTB Digital (RTB) Form 3 show any insider buying or selling activity?

The Form 3 functions as an initial ownership report and lists existing indirect holdings and derivative positions. The summarized data classify entries as holdings with unknown transaction codes, without any buy or sell transactions reported in the transaction summary.