RTB Digital, Inc. has entered into a ten-year Strategic Platform Agreement with Paradium.AI, Inc. (formerly The Arena Group Holdings, Inc.) dated September 14, 2026. The agreement is intended to commence upon the satisfaction of closing conditions, including the completion of due diligence and RTB’s successful capital raise, with a target closing in the fourth quarter of 2026.

Under the terms of the agreement, RTB will replace and monetize certain non-content functions for Paradium. Paradium’s brands and associated revenue and traffic will migrate to RTB’s full-stack, AI-powered digital media platform. This migration includes publishing, video, subscriptions, newsletters, advertising operations, apps, distribution, data management, and a DeFi-driven real-time payment platform integrated with Coinbase.

RTB expects this partnership to result in approximately $100 million in annual gross revenue and reach 100 million monthly users over the ten-year term, subject to market conditions. The company forecasts approximately $1 billion in revenue over the life of the agreement. RTB anticipates an ROI payback on the transaction within two years.

As consideration for the agreement, RTB will issue Paradium unregistered common stock valued at $11.5 million. This price is determined based on the 10-day volume-weighted average price (VWAP) surrounding the public disclosure of the agreement on Form 8-K, provided the price does not fall below the Nasdaq Official Closing Price (NOCP) or the average NOCP for the five trading days preceding execution.

In addition to the platform agreement, RTB entered into an agreement to acquire approximately 49.5% of the issued and outstanding shares of Paradium common stock from Simplify Inventions, LLC and MBX Capital Aren, LLC. The total purchase price for this transaction is $89,555,638. This amount consists of an existing $10 million deposit, $6 million in RTB common stock priced at the 10-day VWAP surrounding disclosure, and $73,555,638 in cash at closing. The acquisition of the minority interest is a condition to the consummation of the Strategic Platform Agreement.