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Form 3 RTB Digital, Inc. For: May 21 Filed by: Comer James Lamar Walton

June 15, 2026 4:01 PM
FORM 3 UNITED 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
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1. Name and Address of Reporting Person *
Comer James Lamar Walton
(Last) (First) (Middle)
3111 CAMINO DEL RIO NORTH, SUITE 400
(Street)
SAN DIEGO CA 92108
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2026 		3. Issuer Name and Ticker or Trading Symbol
RTB Digital, Inc. [ RTB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form 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 $0.001 53,048
I
By Media Innovation Fund I LLC (1)
Common stock, par value $0.001 3,494,888
I
By Comer Trading, LLC (2)
Common stock, par value $0.001 233,049
I
By 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 Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (3) 08/12/2028 08/12/2035 Common Stock, par value $0.001 72,941 1.89 I Comer Trading, LLC
Warrant to purchase common stock (4) 09/04/2025 09/04/2026 Common Stock, par value $0.001 698,978 4.29 I Comer 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/ WaltonComer 06/15/2026
** 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.

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