RTB Digital, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a party other than the Registrant☐

Check the appropriate box:

RTB Digital, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

4300 University Way NE, Suite C

Seattle, WA 98105

Dear Stockholder:

You are invited to attend the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of RTB Digital, Inc. (“RTB,” the “Company,” “we,” “us,” or “our”), which will be held on December 10, 2026, at 4:00 p.m. Eastern Time (“ET”)/1:00 p.m. Pacific Time. The 2026 Annual Meeting will be held in a virtual meeting format only. You will be able to attend the meeting, vote, and submit your questions via the Internet by visiting www.virtualshareholdermeeting.com/RTB20206 and entering the control number included on your proxy card. You will not be able to attend the virtual Annual Meeting physically in person.

Even if you are planning on attending the 2026 Annual Meeting online, please promptly submit your proxy vote by Internet, telephone, or, if you received a printed form of the proxy materials in the mail, by completing, dating, signing and returning the enclosed proxy card, so your shares will be represented at the 2026 Annual Meeting. Instructions on voting your shares are in the proxy materials you received for the 2026 Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. ET on December 9, 2026. If you attend the 2026 Annual Meeting online and wish to vote at the 2026 Annual Meeting, you will be able to do so even if you have previously returned your proxy card.

YOUR VOTE IS IMPORTANT TO US. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone, or mail.

On behalf of our board of directors and management, I would like to express our appreciation for your continued support.

Very truly yours,

James Heckman

Director and Chief Executive Officer

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE 2026 ANNUAL MEETING WHETHER OR NOT YOU ATTEND ONLINE, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE PROXY MATERIALS YOU RECEIVED AS PROMPTLY AS POSSIBLE. YOUR PROXY, GIVEN BY VOTING PRIOR TO THE 2026 ANNUAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE 2026 ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE 2026 ANNUAL MEETING ONLINE AND VOTING ONLINE.

IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE 2026 ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.

IF YOU HAVE CHOSEN TO RECEIVE PAPER COPIES OF YOUR PROXY MATERIALS, INCLUDING THE PROXY CARD, PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE RETURN ENVELOPE PROVIDED.

ANY STOCKHOLDER ATTENDING THE 2026 ANNUAL MEETING ONLINE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

RTB Digital, Inc.

4300 University Way NE, Suite C, Seattle, WA 98105

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 10, 2026

To our Stockholders:

Notice (this “Notice”) is hereby given that the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of RTB Digital, Inc., a Nevada corporation (the “Company,” “RTB,” “our,” “we” or “us”), will be held as a “virtual meeting” via live audio webcast on Monday, December 10, 2026, at 4:00 p.m. Eastern Time (“ET”)/1:00 p.m. Pacific Time (“PT”) for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

The Board of Directors unanimously recommends a vote“FOR”the approval of each of the director nominees in Proposal 1, and a vote“FOR”each of Proposal 2, Proposal 3, and Proposal 4.

Pursuant to our Amended and Restated Bylaws, our Board of Directors has fixed the close of business on October 26, 2026, as the record date (the “Record Date”) for a determination of stockholders entitled to notice and to vote at the 2026 Annual Meeting and any adjournment thereof. Holders of our shares of Common Stock are entitled to vote at the 2026 Annual Meeting.

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of all proxy materials, including our annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on April 15, 2026 (“2025 Annual Report”), as well as providing access to the proxy materials atwww.proxyvote.com. We began distributing the Proxy Statement, this Notice, the 2025 Annual Report and proxy card on or about November 4 , 2026.

The 2026 Annual Meeting will be held as a virtual meeting via live webcast on the Internet on Thursday, December 10, 2026, at 4:00 p.m. ET/1:00 p.m. PT. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the 2026 Annual Meeting in person. You will be able to attend the 2026 Annual Meeting, vote, and submit your questions on the day of the 2026 Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/RTB2026 and entering the control number included on your proxy card. The unique control number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the 2026 Annual Meeting on such website. Further instructions on how to attend and participate in the 2026 Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are available atwww.proxyvote.com.

By order of the Board of Directors,

James Heckman

Director and Chief Executive Officer