RTB Digital (RTB) CFO-affiliated entity exercises stock options for shares

Rhea-AI Filing Summary

RTB Digital, Inc. director and Chief Financial Officer Alykhan Madhavji, through affiliated entity BFF Ltd., exercised stock options to acquire 145,881 shares of Common Stock at $1.89 per share on June 4, 2026. The shares were issued to BFF Ltd. Following this cash exercise, BFF Ltd. holds 233,410 shares of Common Stock, while it continues to hold stock options to purchase an additional 182,351 shares at $1.89 per share, with vesting and expiration dates ranging from August 1, 2026 to August 1, 2028. No shares were sold in this transaction, which reflects a derivative exercise rather than an open-market trade.

Insider Trade Summary

145,881 shares exercised/converted

Mixed 2 txns

Insider Madhavji Alykhan

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Stock Options	145,881	$1.89	$276K
Exercise	Common Stock par value $0.001	145,881	$1.89	$276K

Holdings After Transaction: Stock Options — 182,351 shares (Indirect, BFF Ltd.); Common Stock par value $0.001 — 233,410 shares (Indirect, BFF Ltd.)

Footnotes (1)

1. BFF Ltd. Is a controlled entity under common control with Mr. Madhavji and, as such, he may be deemed to have beneficial ownership over BFF Ltd.'s entire holding of 233,410 shares of Common Stock. Mr. Madhavji disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any. On June 4, 2026, 145,881 shares of Common Stock were issued to BFF Ltd. Upon the cash exercise of stock options to purchase 145,881 shares of Common Stock at an exercise price of $1.89 per share. Following the reported transaction, the Reporting Person, through BFF Ltd., continues to hold stock options to purchase 182,351 shares of Common Stock at $1.89 per share, with vesting and expiration dates ranging from August 1, 2026 to August 1, 2028.

Key Figures

Shares acquired via option exercise: 145,881 shares Exercise price: $1.89 per share Common shares held after transaction: 233,410 shares +3 more

6 metrics

Shares acquired via option exercise 145,881 shares Common Stock issued to BFF Ltd. on June 4, 2026 at $1.89

Exercise price $1.89 per share Cash exercise of stock options for 145,881 shares

Common shares held after transaction 233,410 shares Total BFF Ltd. Common Stock holdings following the exercise

Remaining stock options 182,351 options Options to purchase Common Stock at $1.89 per share

Option vesting/expiration range August 1, 2026 to August 1, 2028 Vesting and expiration dates for remaining 182,351 options

Transaction date June 4, 2026 Date of cash exercise and share issuance to BFF Ltd.

Key Terms

cash exercise, stock options, beneficial ownership, pecuniary interest, +1 more

5 terms

cash exercise financial

"shares of Common Stock were issued to BFF Ltd. Upon the cash exercise of stock options"

stock options financial

"cash exercise of stock options to purchase 145,881 shares of Common Stock at an exercise price"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

beneficial ownership financial

"he may be deemed to have beneficial ownership over BFF Ltd.'s entire holding of 233,410 shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"

exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Madhavji Alykhan

(Last) (First) (Middle)

3111 CAMINO DEL RIO NORTH, SUITE 400

(Street)

SAN DIEGO CALIFORNIA 92108

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
RTB Digital, Inc. [ RTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock par value $0.001(1)	06/04/2026		M		145,881	A	$1.89	233,410	I	BFF Ltd.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(2)	$1.89	06/04/2026		M			145,881	09/12/2025	08/12/2035	Common Stock, par value $0.001	145,881	$1.89	182,351(3)	I	BFF Ltd.

Explanation of Responses:

1. BFF Ltd. Is a controlled entity under common control with Mr. Madhavji and, as such, he may be deemed to have beneficial ownership over BFF Ltd.'s entire holding of 233,410 shares of Common Stock. Mr. Madhavji disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.

2. On June 4, 2026, 145,881 shares of Common Stock were issued to BFF Ltd. Upon the cash exercise of stock options to purchase 145,881 shares of Common Stock at an exercise price of $1.89 per share.

3. Following the reported transaction, the Reporting Person, through BFF Ltd., continues to hold stock options to purchase 182,351 shares of Common Stock at $1.89 per share, with vesting and expiration dates ranging from August 1, 2026 to August 1, 2028.

	/s/ Alykhan Madhavji	06/21/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did RTB Digital (RTB) report for Alykhan Madhavji?

RTB Digital reported that CFO and director Alykhan Madhavji, through BFF Ltd., exercised stock options to acquire 145,881 shares of Common Stock at $1.89 per share on June 4, 2026. The shares were issued directly to BFF Ltd. as a cash exercise.

How many RTB Digital shares does BFF Ltd. hold after this Form 4 transaction?

After the transaction, BFF Ltd. holds 233,410 shares of RTB Digital Common Stock. These shares reflect its total equity position reported following the 145,881-share option exercise and issuance on June 4, 2026, as disclosed in the Form 4 footnotes.

Did the RTB Digital Form 4 show any share sales by Alykhan Madhavji or BFF Ltd.?

The Form 4 did not report any share sales. It showed a cash exercise of stock options to acquire 145,881 shares of Common Stock at $1.89 per share, with those shares issued to BFF Ltd., and no disposition or open-market sale transactions listed.

What stock options related to RTB Digital does BFF Ltd. still hold after the exercise?

Following the reported transaction, BFF Ltd. continues to hold stock options to purchase 182,351 shares of RTB Digital Common Stock at $1.89 per share. The remaining options have vesting and expiration dates ranging from August 1, 2026 to August 1, 2028.

How is Alykhan Madhavji’s beneficial ownership in RTB Digital described in the filing?

BFF Ltd. is under common control with Alykhan Madhavji, so he may be deemed to beneficially own BFF Ltd.’s 233,410 RTB Digital shares. However, he disclaims beneficial ownership except to the extent of his pecuniary interest in those securities, if any, as noted in the footnote.

What was the exercise price for the RTB Digital options exercised by BFF Ltd.?

The options were exercised at an exercise price of $1.89 per share. On June 4, 2026, 145,881 shares of Common Stock were issued to BFF Ltd. upon the cash exercise of stock options to purchase 145,881 shares at this $1.89 per share exercise price.