Trade Desk (TTD) 10-K risk factor changes: FY2021 vs FY2020

If competitors introduce lower cost or differentiated offerings that compete with or are perceived to compete with [removed: ours,] our [added: offerings, our] ability to sell our services to new or existing clients could be impaired.

While we generally have [removed: MSAs] [added: master services agreements (“MSAs”)] in place with our clients, such agreements allow our clients to change the amount they spend through our platform or terminate our services with limited notice.

We had approximately [removed: 875] [added: 980] clients, consisting primarily of advertising agencies, as of December 31, [removed: 2020.][added: 2021.]

Many of these agencies are owned by holding companies, where decision making is decentralized such that purchasing decisions are made, and relationships with [removed: advertisers,] [added: advertisers] are located, at the agency, local [removed: branch,] [added: branch] or division level.

If all of our individual client contractual relationships were aggregated at the holding company level, Publicis Groupe and WPP plc would have each represented more than 10% of our gross billings for [removed: 2020.][added: 2021.]

New client demands, superior competitive offerings or new industry standards could require us to make unanticipated and costly changes to our platform or [removed: business model.]

[added: In addition, as we develop and introduce new products and services, including those incorporating or utilizing] artificial intelligence and machine [removed: learning,] [added: learning and new processing of personal information,] they may raise new, or heighten existing, technological, legal and other challenges, and may cause unintended consequences, may not function properly or may be misused by our clients.

Our business and operations have [removed: been] [added: been,] and could in the future [removed: be] [added: be,] adversely affected by health epidemics, such as the global COVID-19 pandemic.

The COVID-19 pandemic and efforts to control its spread have curtailed the movement of people, goods and services worldwide, including in the regions in which we and our clients and partners operate, and [removed: are] [added: have] significantly [removed: impacting] [added: impacted] economic activity and financial markets.

Many marketers have decreased or paused their advertising spending as a response to the economic uncertainty, decline in business [removed: activity,] [added: activity] and other [removed: COVID-related] [added: COVID-19-related] impacts, which have negatively impacted, and may continue to negatively impact, our revenue and results of operations, the extent and duration of which we may not be able to accurately predict.

In addition, our clients’ and advertisers’ businesses or cash flows have been and may continue to be negatively impacted by the COVID-19 pandemic, which has [added: led,] and may continue to [removed: lead] [added: lead,] them to seek adjustments to payment terms or delay making payments or default on their payables, any of which may impact the timely receipt and/or collectability of our receivables.

[removed: New technologies and methods of buying advertising] present a dynamic competitive challenge, as market participants develop and offer new products and services aimed at capturing advertising spend or disrupting the digital marketing landscape, such as analytics, automated media buying and exchanges.

Our sales cycle, from initial contact to contract execution and [removed: implementation] [added: implementation,] can take significant time.

[removed: In addition, typically, we are contractually required to pay] advertising inventory and data suppliers within a negotiated period of time, regardless of whether our clients pay us on time, or at all.

Even if we are not paid by our clients on time or at all, we are still obligated to pay for the advertising inventory, third-party [removed: data,] [added: data] and other add-on features that clients purchase on our platform, and as a consequence, our business, financial condition and results of operations would be adversely impacted.

We also believe that our revenue growth may depend on our ability to expand within social, native, audio, and in particular, CTV, and we have been, and [added: are continuing to, enhance such channels.]

Any decrease in the use of mobile, display and video advertising, whether due to clients losing confidence in the value or effectiveness of such channels, regulatory restrictions or other causes, or any inability to further penetrate social, native, [removed: audio, CTV] [added: audio] or [added: CTV, or] enter new and emerging advertising channels, could harm our growth prospects, financial condition and results of operations.

| | • | changes [added: in] the pricing or availability of [removed: inventory,] data [removed: or] [added: and] other third-party [removed: services;] [added: services, including pricing structure changes and the alignment of our pricing model with our data partners;] |

| | • | changes in the economic prospects of advertisers or the economy generally, which could alter advertisers’ [added: budgets or] spending priorities, or could increase the time or costs required to complete advertising inventory sales; |

| | • | changes in the pricing and availability of advertising [removed: inventory] [added: inventory, including] through real-time advertising exchanges or in the cost of reaching end consumers through digital advertising; |

If we fail to meet or exceed the operating results expectations of analysts and investors or if analysts and investors have [added: estimates and forecasts of our future performance that are unrealistic or that we do not meet, the market price of our common stock could decline.]

As described above, public health crises may disrupt the operations of our [removed: customers] [added: clients] and partners for an unknown period of time, including as a result of travel restrictions and/or business shutdowns, all of which could negatively impact our business and results of operations, including cash flows.

[removed: For example, clients tend to devote more of their] advertising budgets to the fourth calendar quarter to coincide with consumer holiday spending.

Our historical revenue growth has lessened the impact of [removed: seasonality,] [added: seasonality;] however, seasonality could have a more significant impact on our revenue, cash flow and results of operations from period to period if our growth rate declines, if seasonal spending becomes more pronounced, or if seasonality otherwise differs from our expectations.

[removed: Failure] [added: Failure] to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and results of [removed: operations.][added: operations.]

| | • | cover expenses relating to data collection and [added: use and] consumer privacy compliance, including additional infrastructure, [added: product features, security,] automation and personnel; and |

We allow our clients to utilize application programming [removed: interfaces, or APIs,] [added: interfaces (“APIs”)] with our platform, which could result in outages or security breaches and negatively impact our business, financial condition and results of operations.

We may experience outages and disruptions on our platform if we fail to maintain adequate security and supporting infrastructure as we scale our platform, which may harm our reputation and negatively impact our business, [removed: financial condition and] [added: financial condition and] results of operations.

Cyberattacks of increasing sophistication may be difficult to detect and could result in the theft of our intellectual property and [removed: data] [added: data, including personal information,] from our platform.

Our products and services involve the storage and transmission of significant amounts of data from users, [removed: clients,] [added: clients] and inventory and data providers, a large volume of which is hosted by third-party service providers.

Our services and data could be exposed to unauthorized access due to activities that breach or undermine security measures, including: negligence or malfeasance by internal or external actors; attempts by outside parties to fraudulently induce employees, clients or vendors to disclose sensitive information in order to gain access to our data; or errors or vulnerabilities in our systems, products or processes or in those of our service providers, [removed: clients, and vendors.]

[added: Further,] we can expect that the deployment of techniques to circumvent our security measures may occur with more frequency and sophistication and may not be recognized until launched against a target.

Our platform may also receive data [removed: or information that was identifiable prior to such data and information being] [added: in] aggregated or [removed: pseudonymized,] [added: pseudonymized form,] and if our systems are breached and such data or information is compromised, it could be damaging to our brand, reputation, and business.

Information relating to individuals and their devices (sometimes called “personal information” or “personal data”) is regulated under a wide variety of local, state, [removed: national,] [added: national] and international laws and regulations that apply to the collection, use, retention, protection, disclosure, transfer (including transfer across national boundaries) and other processing of such data.

For example, in the [removed: U.S.,] [added: United States,] a federal privacy law is the subject of active discussion and several bills have been introduced [added: recently.]

[removed: Recently, the] [added: The] State of California adopted two laws broadly regulating businesses’ processing of personal information, the California Consumer Privacy Act of [removed: 2018, or CCPA,] [added: 2018 (“CCPA”),] and the California Privacy Rights [removed: Act, or CPRA.][added: Act (“CPRA”).]

The CCPA, which went into effect January 1, 2020, defines “personal information” broadly enough to include online identifiers provided by individuals’ devices, applications, and protocols (such as IP addresses, mobile application identifiers and unique cookie identifiers) and individuals’ location [removed: data, if there is potential that individuals can be identified by such] data.

[removed: Further, the CPRA recently passed,] [added: The CPRA,] which [added: takes effect in January 2023, expands upon the CCPA and] imposes additional notice and opt out obligations on the digital advertising space, including an obligation to provide an opt-out for behavioral advertising.

Although we have attempted to mitigate certain risks posed by [removed: the CCPA and CPRA] [added: these laws] through contractual and platform changes, we cannot predict with certainty the effect of [removed: the CCPA and CPRA] [added: these laws] and their implementing regulations on our business.

Laws governing the processing of personal data in Europe (including the [added: UK,] European Union and EEA, and the countries of Iceland, Liechtenstein, and Norway) also continue to impact us and continue to evolve.

business model.

New technologies and methods of buying advertising

If we fail to maintain a diversified channel mix, a decrease in the demand for any channel or channels that we become primarily dependent upon could harm our business, financial condition and results of operations.

In addition, typically, we are contractually required to pay

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation.

We may be the target of this type of litigation in the future, which could result in substantial costs and divert our management’s attention from other business concerns.

For example, clients tend to devote more of their

clients, and vendors.

As we launch new products and services, some of which involve the receipt and processing of identifiable information, the risk of breach to our systems increases, and we could be subject to contractual breach and indemnification claims from other clients and partners and otherwise suffer damage to our reputation, brand, and business.

In connection with new products and services, we may also collect information that directly identifies individuals, such as email addresses and phone numbers, though we do not allow such information to be used on our ad buying platform.

In addition, two other states recently enacted comprehensive consumer privacy laws, Virginia and Colorado, and more states are expected to follow.

Like the CPRA, the Virginia Consumer Data Protection Act (“VCDPA”) will go into effect on January 1, 2023, while the Colorado Privacy Act takes effect on July 1, 2023.

The VCDPA and the Colorado Privacy Act both protect “personal data,” a concept defined broadly in each law.

The laws grant individuals a range of privacy rights relating to their personal data, including the right to opt out of targeted advertising and certain profiling activities.

The CPRA, VCDPA, and the Colorado Privacy Act will create additional compliance costs for us and our industry partners, though efforts taken toward compliance with other privacy laws will likely be applicable to many elements of the Virginia and Colorado statutes.

In February 2022, the Belgium Data Protection Authority issued an order against IAB Europe that imposes specific remedies on IAB Europe and its operation of TCF.

In June 2021, the European Commission published revised standard contractual clauses, and shortly thereafter the European Data Protection Board promulgated guidance on implementation of the new clauses.

Even with the additional clarity provided by these much-anticipated developments, the validity of the standard contractual clauses as a transfer mechanism remains uncertain.

The concerns raised by the court in Schrems II relating to the perceived risks of transferring personal data to the United States, and the ability of the standard contractual clauses to address those risks, persist under the new standard contractual clauses framework.

inventory, data, and demand.

applications.

Our teams in locations outside the United States are substantially smaller than some of our teams in the United States.

We continue to face risks and potential disruptions related to the withdrawal of the U.K. from the EU, commonly referred to as “Brexit.” Although the U.K. and EU have entered into a trade and cooperation agreement, the long-term nature of the U.K.’s relationship with the EU remains unclear.

While we continue to monitor these developments, the full effect of Brexit on our operations is uncertain and our business could be harmed by trade disputes or political differences between the U.K. and EU in the future.

prohibit reverse engineering.

adverse media coverage, and other collateral consequences.

For additional information regarding the pending legal proceeding, refer to Legal Proceedings.

condition and results of operations.

In addition, as we develop and introduce new products and services, including those incorporating or utilizing

are continuing to, enhance such channels.

estimates and forecasts of our future performance that are unrealistic or that we do not meet, the market price of our common stock could decline.

Further,

While we contractually prohibit clients, data providers and inventory suppliers from importing or otherwise providing information that directly identifies individuals onto our platform, if a partner provided such information in violation of our policies and our systems are breached, we could be subject to contractual breach and indemnification claims from other clients and partners.

When the CPRA goes into full effect in January 2023, it will cause us to incur additional compliance costs and may impose additional restrictions on us and on our industry partners.

Responding to requirements under these laws and the related regulations will continue to affect our operations (and those of our industry partners).

million or 4% of total worldwide annual revenue.

It remains unclear how the recent withdrawal of the United Kingdom, or U.K., from the European Union, referred to as Brexit, will affect transborder data flows, regulators’ jurisdiction over our business, and other matters related to how we do business and how we comply with applicable data protection laws.

Accordingly, we cannot predict the additional expense, impact on revenue, or other business impact that may stem from Brexit.

Apple initially targeted fall 2020 for implementing these changes but has pushed that date out until at least early 2021.

Brexit may adversely affect economic conditions in the U.K., EU and elsewhere across the globe, and could contribute to volatility in foreign exchange markets with respect to the British Pound and Euro, which we may not be able to effectively manage, and our financial results could be adversely affected.

Further, Brexit may add additional complexity to our European operations, which are headquartered in the U.K. Accordingly, we cannot predict the additional expense, impact on revenue, or other business impact that may stem from Brexit.

circumvented.

Given uncertainty with respect to the impact of the COVID-19 pandemic on our operations, the income tax benefit/expense we record may vary significantly in future periods.

[removed: You should read the] [added: The] following discussion and analysis of our financial condition and results of operations [removed: together] [added: should be read in conjunction] with the consolidated financial statements and the related notes to those statements included in [removed: Item 8 to this Annual Report on Form 10-K.][added: “Item 8.]

In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, [removed: beliefs,] [added: beliefs] and expectations, and involve risks and uncertainties.

Risk Factors” and the “Special Note About Forward-Looking [removed: Statements”.][added: Statements.”]

[removed: Discussion of historical items and year-to-year comparisons between 2019 and 2018 that are not included in this] [added: For a] discussion [removed: can be found in] [added: of the results of our operations for the year ended December 31, 2020 compared with the year ended December 31, 2019, see] “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019] [added: 2020,] filed with SEC on February [removed: 28, 2020.][added: 18, 2021.]

References to “Notes” are notes [removed: included in] [added: to] our consolidated financial statements [removed: appearing elsewhere] in [removed: this Annual Report on Form 10-K.][added: “Item 8.]

We are a [added: global] technology company that empowers buyers of advertising.

Through our self-service, cloud-based platform, ad buyers can create, [removed: manage,] [added: manage] and optimize more expressive data-driven digital advertising campaigns across ad formats, including display, video, audio, native and social, on a multitude of devices, such as computers, mobile [removed: devices,] [added: devices] and CTV.

Our platform’s integrations with major data, [removed: inventory,] [added: inventory] and publisher partners [removed: provides] [added: provide] ad buyers reach and decisioning capabilities, and our enterprise APIs enable our clients to develop on top of the platform.

We commercially launched our platform in 2011, targeting the display advertising [removed: channel.][added: channel and have continued to add additional advertising channels.]

In [removed: 2020,] [added: 2021,] the gross spend on our platform came from multiple channels including mobile, video (which includes CTV), display, audio, [removed: native] [added: native, digital-out-of-home] and social channels.

[added: | | |] For the [removed: years ended] [added: Year Ended] December 31, [removed: 2020 and 2019:][added: | | | | | | | | | | | | | | |]

We believe that key opportunities include our ongoing global expansion, continuing development of our CTV, video, audio, and native ad inventory, and continuing development of [removed: data usage] [added: the data, usage, measurement] and [removed: advertising] targeting [removed: capabilities.][added: capabilities provided by our platform.]

For example, we have expanded our CTV, native and audio advertising offerings through our [removed: recent] integrations with supply-side partners.

We anticipate that our operating expenses will continue to increase significantly in the foreseeable future as we invest in platform operations and technology and development to enhance our product features, including programmatic buying of CTV ad inventory, and in sales and marketing to acquire new clients and reinforce our relationships with [removed: existing clients.]

We believe the markets outside of the [removed: U.S.,] [added: United States,] and in particular China, offer an opportunity for growth, although such markets [removed: also] may [added: also] pose challenges related to compliance with local laws and regulations, restrictions on foreign ownership or investment, uncertainty related to trade [removed: relations,] [added: relations] and [added: a] variety of additional risks.

We intend to make additional investments in sales and marketing and product development to expand in [removed: these] [added: international] markets, including China, where we are making significant investments in our platform and growing our team.

The worldwide spread of [removed: COVID-19] [added: COVID-19, including the emergence of variants,] has resulted, and [removed: is expected to] [added: may] continue to result, in a global slowdown of economic [removed: activity] [added: activity,] which [removed: is likely to] [added: may] decrease demand for a broad variety of goods and services, including those provided by our clients, while also disrupting [added: supply channels,] sales channels and advertising and marketing activities for an unknown period of time until the [removed: virus] [added: COVID-19 pandemic] is [removed: contained] [added: contained,] or economic activity normalizes.

With the current [removed: decline] [added: uncertainty] in economic activity, [removed: our revenue growth has slowed, and] the impact on our revenue and our results of operations is likely to continue, the size and duration of which we are currently unable to accurately predict.

The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on a variety of factors, including the duration and spread of [removed: the virus] [added: COVID-19] and its [added: variants, and its] impact on our clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted.

[removed: See “Risk Factors”] [added: Risk Factors*”] for further discussion of the adverse impacts of the COVID-19 pandemic on our business.

However, over [removed: time] [added: time,] we will likely lose clients from each cohort, clients may spend less on our [removed: platform] [added: platform,] and the growth rate of gross spend may change.

We believe that our ability to integrate and offer CTV and digital radio advertising inventory for purchase through our [removed: platform, and] [added: platform and,] in [removed: particular] [added: particular,] our ability to manage the increased costs that will accompany these purchases, will impact the future growth of our business.

Programmatic advertising has grown rapidly in recent years, and any [removed: acceleration,] [added: acceleration] or [removed: slowing,] [added: slowing] of this growth [removed: would] [added: may] affect our operating and financial performance.

We have been increasing our focus on markets outside the [removed: U.S.] [added: United States] to serve the global needs of our clients.

[removed: We] [added: As the middle class grows abroad, we] believe that the global opportunity for programmatic advertising is significant [removed: due to the growing middle class abroad,] and should continue to expand [removed: as publishers and advertisers outside the U.S. seek to adopt the benefits that programmatic advertising provides.]

Information about geographic gross billings is set forth in [removed: Note] [added: *Note] 12—Segment and Geographic [removed: Information.][added: Information*.]

[removed: Seasonality][added: Seasonality]

We report revenue on a net [removed: basis] [added: basis,] which represents gross billings net of amounts we pay suppliers for the cost of advertising inventory, data and add-on features.

[removed: Our accounts] [added: Accounts] receivable [removed: are] [added: is] recorded at the amount of gross billings to clients, net of allowances, for the amounts we are responsible to collect, and our accounts payable are recorded at the amount payable to suppliers.

Refer to [removed: “Critical] [added: *“Critical] Accounting Policies and Estimates—Revenue [removed: Recognition”] [added: Recognition”*] below for a description of our revenue recognition policies.

Platform operations expense consists of expenses related to hosting our platform, which includes “internet traffic” associated with the viewing of available impressions or queries per second [removed: (“QPS”)] [added: (“QPS”),] and providing support to our clients.

Personnel costs [removed: included in platform operations] include salaries, bonuses, stock-based [removed: compensation,] [added: compensation] and employee benefit [removed: costs, and are primarily attributable to] [added: costs for] personnel who [removed: provide our clients with] support [removed: using] our platform and [removed: the personnel who support] [added: provide] our [removed: platform.][added: clients with platform support.]

We capitalize certain costs associated with the development of our [removed: platform and amortize these costs] [added: platform, which are amortized] in platform operations over their estimated useful lives.

[removed: Sales] and [removed: marketing expense as a percentage of revenue may fluctuate from period to period based on revenue levels and] the timing of our investments in our sales and marketing functions as these investments may vary in scope and scale over periods and are impacted by the revenue seasonality in our industry and business.

[removed: *Technology and Development.*] Our technology and development expense consists primarily of personnel costs, including salaries, bonuses, stock-based compensation and employee benefits costs, third-party consultant costs associated with the ongoing development [removed: and maintenance] of our platform and integrations with our advertising and data inventory suppliers, and amortization of capitalized third-party software used in the development of our platform.

Technology and development costs are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for [removed: capitalization, which are then recorded as capitalized software development costs included in other assets, non-current on our consolidated balance sheet.][added: capitalization.]

[removed: We therefore] [added: Therefore, we] expect technology and development expense to increase as we continue to invest in the development of our platform to support additional features and functions, increase the number of advertising and data inventory [removed: suppliers] [added: suppliers,] and ramp up the volume of advertising spend on our platform.

Other [removed: Expense (Income),] [added: Expense,] Net

The provision for (benefit from) income taxes consists primarily of U.S. federal, [removed: state,] [added: state] and foreign income taxes.

Such changes could have a substantial impact on the income tax [removed: provision.][added: provision and deferred income tax assets and liabilities.]

| | | 2021 | | | | 2020 | | | | $ | | | | % | | |

| Revenue | | $ | 1,197 | | | $ | 836 | | | $ | 361 | | | | 43 | % |

| Gross Spend (1) | | $ | 6,172 | | | $ | 4,199 | | | $ | 1,973 | | | | 47 | % |

_______

| | (1) | For internal management purposes, we utilize gross spend as a metric to assess our market share and scale, plan for optimal levels of support for our clients and measure our growth from existing clients. Gross spend measures the value of a client’s purchases through our platform plus our platform fee we charge clients, which is a percentage of a client’s purchases through our platform. We expect our revenue as a percentage of gross spend, which is sometimes referred to as take rate, to fluctuate due to the types of services and features selected by our clients through our platform and certain volume discounts. Other companies, including companies in our industry, may calculate gross spend or similarly titled measures differently, which reduces its usefulness as a comparative measure. |

existing clients.

See “*Item 1A.

as publishers and advertisers outside the United States seek to adopt the benefits that programmatic advertising provides.

Sales and marketing expense as a percentage of revenue may fluctuate from period to period based on revenue levels

We amortize capitalized software development costs relating to our platform in platform operations expense which are then recorded as capitalized software development costs included in other assets, non-current on our consolidated balance sheet.

Results of Operations for the Year Ended December 31, 2021 Compared with the Year Ended December 31, 2020

The following discusses the results of our operations for the year ended December 31, 2021 compared with the year ended December 31, 2020.

Financial Statements and Supplementary Data.”

| | | 2021 | | | | | | | | 2020 | | | | | | |

| Revenue | | $ | 1,196,467 | | | | 100 | % | | $ | 836,033 | | | | 100 | % |

________________

Revenue increased by $360.4 million, or 43%, for the year ended December 31, 2021 as compared to the year ended December 31, 2020.

Platform operations expense increased by $42.7 million, or 24%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020.

The increase in personnel costs was due to an increase in headcount.

Sales and marketing expense increased by $74.6 million, or 43%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020.

The increase in advertising and marketing costs was primarily due to an increase in marketing campaigns and sponsorships.

Technology and development expense increased by $59.5 million, or 36%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020.

The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth.

General and administrative expense increased by $203.0 million, or 118%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020.

The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth.

We expect general and administrative expenses to increase primarily due to an increase in stock-based compensation expense associated with the CEO Performance Option and continued investment in corporate infrastructure to support growth.

For additional information regarding the CEO Performance Option, refer to *Note 10— Stock-Based Compensation*.

Total other expense, net increased by $2.5 million, or 812%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020.

The increase was primarily due to lower interest income on our short-term investments and a net increase in foreign exchange losses.

For the year ended December 31, 2021, we generated $378.5 million cash flows from operating activities.

Risk Factors”* within this Annual Report on Form 10-K.

This Credit Facility replaced our prior credit facility, which was scheduled to terminate in May 2022.

On December 17, 2021, we amended the Credit Facility to expand the process for issuing letters of credit and the related invoicing, particularly with respect to letters of credit not denominated in U.S. Dollars.

As of December 31, 2021, we did not have an outstanding debt balance under the Credit Facility.

The Credit Facility matures, and all outstanding amounts become due and payable, on June 15, 2026.

As of December 31, 2021, we were in compliance with all covenants.

| | | 2021 | | | | 2020 | | |

The decrease in operating lease liabilities was due primarily to rent payments.

The increase in accounts payable was due to the growth of our business and the timing of payments to suppliers for the cost of advertising inventory, data and add-on features.

| Operating lease obligations | | $ | 53,990 | | | $ | 264,471 | | | $ | 318,461 | |

The following generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019.

Since launching, we have added additional advertising channels.

| | • | our revenue was $836.0 million and $661.1 million, respectively, representing an increase of 26%; and |

| --- | --- | --- |

| | • | our net income was $242.3 million and $108.3 million, respectively. |

We amortize capitalized software development costs relating to our platform in platform operations expense.

Results of Operations

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2020 | | | | 2019 | | |

| Revenue | | $ | 836,033 | | | $ | 661,058 | |

| | (as a percentage of revenue*) | | | | | | | |

| Revenue | | | 100 | % | | | 100 | % |

| Sales and marketing | | | 21 | | | | 20 | |

| Total operating expenses | | | 83 | | | | 83 | |

| Income from operations | | | 17 | | | | 17 | |

| Total other expense (income), net | | | — | | | | (1 | ) |

| Income before income taxes | | | 17 | | | | 18 | |

| Provision for (benefit from) income taxes | | | (12 | ) | | | 1 | |

| --- | --- |

Comparison of the Years Ended December 31, 2020 and 2019

| | | Year Ended December 31, | | | | | | | | 2020 vs 2019 Change | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2020 | | | | 2019 | | | | $ | | | | % | | |

| Revenue | | $ | 836,033 | | | $ | 661,058 | | | $ | 174,975 | | | | 26 | % |

Gross spend on our platform by existing clients added prior to 2020 increased by 28% in the aggregate in 2020, and these existing clients represented approximately 94% of the total gross spend in 2020.

In 2020, 53% of existing clients added prior to 2020 increased their gross spend on our platform and their average increase in gross spend was approximately $3.3 million.

Platform Operations

| Platform operations | | $ | 178,812 | | | $ | 156,180 | | | $ | 22,632 | | | | 14 | % |

| Percent of revenue | | | 21 | % | | | 24 | % | | | | | | | | |

| Sales and marketing | | $ | 174,742 | | | $ | 132,882 | | | $ | 41,860 | | | | 32 | % |

| Percent of revenue | | | 21 | % | | | 20 | % | | | | | | | | |

These increases were partially offset by lower marketing costs of $3.5 million.

The decrease in overall marketing expenses was largely driven by brand identity campaign expenses incurred in 2019 combined with curtailment of our participation in industry events, tradeshows, and related public relations activities due to the COVID-19 pandemic in 2020.

These sales and marketing expenses may increase in 2021 depending on the impact of the COVID-19 pandemic and the potential return of in-person events.

| Technology and development | | $ | 166,654 | | | $ | 116,752 | | | $ | 49,902 | | | | 43 | % |

| Percent of revenue | | | 20 | % | | | 18 | % | | | | | | | | |

General and Administrative

| General and administrative | | $ | 171,617 | | | $ | 143,048 | | | $ | 28,569 | | | | 20 | % |

| Percent of revenue | | | 21 | % | | | 22 | % | | | | | | | | |

The increase in professional services fees was primarily related to the proxy solicitation for our special meeting of stockholders in December 2020.

We have operations within the [removed: U.S.] [added: United States] and internationally, and we are exposed to market risks in the ordinary course of our business.

No amount was owed on our [removed: revolving credit facility] [added: Credit Facility] as of December 31, [removed: 2020.][added: 2021.]

Based upon the short-term investment amount as of December 31, [removed: 2020,] [added: 2021,] a hypothetical one percentage point increase or decrease in the interest rate would result in a corresponding increase or decrease in investment income of approximately [removed: $1.9] [added: $2.0] million annually.

Foreign Currency Exchange [added: Rate] Risk

We have foreign currency [removed: risks] [added: exchange risk] related to [removed: our revenue and expenses] [added: transactions] denominated in currencies other than the U.S. Dollar, principally the Euro, British Pound, Australian Dollar, Canadian Dollar, Japanese Yen and Indonesian Rupiah.

[removed: The effect] [added: As] of [added: December 31, 2021,] an immediate 10% adverse change in foreign exchange rates on foreign-denominated accounts [removed: as of December 31, 2020,] would result in a foreign currency loss of approximately [removed: $24.8] [added: $26.3] million.

In the event our non-U.S. Dollar denominated sales and expenses increase, our operating results may be more greatly affected by [removed: fluctuations in the] exchange [removed: rates of the currencies in which we do business.][added: rate fluctuations.]

There can be no assurance that such transactions will be effective in hedging some or all of our foreign currency exposures and under some circumstances could generate [removed: losses for us.][added: losses.]

We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains and losses related to translating cash balances, trade accounts receivable and payable balances that are denominated in currencies other than the U.S. Dollar.

The Trade Desk, Inc. (the “Company,” “we,” “our,” or “The Trade Desk”) is a [added: global] technology company that empowers buyers of advertising.

Through our self-service, cloud-based platform, ad buyers can create, [removed: manage,] [added: manage] and optimize more expressive data-driven digital advertising campaigns across ad formats and channels, including display, video, audio, [removed: in-app,] native and social, on a multitude of devices, such as computers, mobile [removed: devices,] [added: devices] and connected TV (“CTV”).

Our platform’s integrations with major inventory, [removed: publisher,] [added: publisher] and data partners [removed: provides] [added: provide] ad buyers reach and decisioning capabilities, and our enterprise application programming interfaces (“APIs”) enable our clients to develop on top of the platform.

We commercially launched our platform in 2011, targeting the display advertising [removed: channel.][added: channel, and have continued to add additional advertising channels.]

In [removed: 2020,] [added: 2021,] the gross spend on our platform came from multiple channels including mobile, video (which includes CTV), display, audio, [removed: native] [added: native, digital-out-of-home] and social channels.

The current worldwide rollout of 5G, the fifth generational standard for wireless networks, [removed: will bring] [added: is bringing] significantly faster data transfer speeds with less latency, and a better user experience, to consumers of mobile video.

Advances in software and [removed: hardware] [added: hardware,] and the growing use of the [removed: Internet] [added: Internet,] have [removed: made it possible to collect and rapidly process massive amounts] [added: enabled the generation] of user [removed: data.][added: data at an unprecedented scale.]

Data vendors [added: and other organizations] are able to collect [added: this] user [removed: information] [added: data] across a wide range of Internet properties and connected devices, aggregate it and combine it with other data sources.

As a result, advertisers are able to bid on and purchase the advertising inventory they value the most, pay less for advertising inventory they do not value as [removed: much,] [added: much] and abstain from buying advertising inventory that does not fit their campaign parameters.

Our platform allows clients to manage integrated advertising campaigns across various advertising channels and formats, including display, video, audio, native and social, on a multitude of devices, including computers, mobile [removed: devices,] [added: devices] and CTV.

| | • | We Are Data-Driven. Our platform was founded on the principle that data-driven decisions will be the future of advertising. We built a data management platform first, before building our ad buying technology. While data from [removed: disparate] third-party data providers [removed: can improve] [added: improves] campaign performance, our clients’ success often relies largely on our ability to ingest proprietary data directly from brands and their agencies to enable intelligent decisioning that optimizes advertising campaigns. Given our independent, buy-side focused approach, and our strict [removed: protocol] [added: protocols governing the ingestion] of [removed: carefully earmarking all] client first-party data [removed: we ingest onto] [added: into] our data management platform, our clients trust us with their most granular and expressive data. Our technology platform enables the effective use of this granular data, which allows our clients to run precisely targeted advertising campaigns that maximize their return on advertising investments. Additionally, we are able to better optimize campaigns by using the data streams that we capture across different devices, so that data from one channel can be used to inform another. The breadth of data that we collect from a multitude of data sources across channels gives our clients a holistic view of their target audiences, enabling more effective targeting across different channels. |

| | • | We Have Ongoing Relationships with Clients. We derive substantially all of our revenue from ongoing MSAs with our [removed: clients] [added: clients,] rather than episodic insertion orders. We believe that this approach helps us strengthen our relationships with our clients and grow their use of our platform over the long term, providing us with a highly scalable business model. |

| | • | We Are a Clear Box, Not a Black Box. Our platform is transparent and shows our clients their costs of advertising inventory and data, our platform [removed: fee,] [added: fee] and detailed performance metrics on their advertising campaigns. Our clients directly access and execute campaigns on our platform, control all facets of inventory purchasing [removed: decisions,] [added: decisions] and receive detailed, real-time reporting on all their advertising campaigns. By providing transparent information on our platform, our clients are able to continually compare results and target their budgets to the most effective advertising inventory, data [removed: providers,] [added: providers] and channels. |

| | • | We Are an Open Platform. Clients can customize and build their own features on top of our platform. Clients may use our APIs to, for example, design their own user interface, bulk manage advertising [removed: campaigns,] [added: campaigns] and link other systems, including ad servers or reporting tools. By using our APIs or by working with our engineering team, clients can invest their own resources to build their own proprietary tools for reporting, campaign strategy, custom algorithms, proprietary data [removed: use,] [added: use] or other use cases. Our open platform approach enables our advertising agency and service provider clients to provide differentiated offerings to their clients, which we believe leads to long-term relationships and increased use of our platform. |

[removed: Our Platform][added: Our Platform]

| | • | Advanced Reporting and Analytics Tools. We provide a comprehensive view of consumers’ interactions with the ads purchased through our platform with robust reporting of performance insights across multiple variables, such as audience characteristics, ad format, site category, website, device, creative [removed: type,] [added: type] and geography. Better reporting results in better learning, often leading to better campaign optimization and outcomes. |

| | • | Data [removed: Management.] [added: Management and Measurement Tools.] Our platform enables clients to [removed: license a broad selection of] [added: select] data from [added: multiple] third-party vendors in a seamless and easy manner, allowing them to further optimize their campaigns with the most relevant data. [added: We also offer a broad selection of third-party measurement partners, which provides our clients with increased optionality to assess campaign performance.] |

| | • | [removed: Media Planner. An omnichannel solution designed for digital media professionals] [added: Informed Media Planning. Our platform enables clients] to [added: use audience insights and strategic goals to help optimize campaign planning, with the ability to] generate, [removed: analyze,] [added: analyze] and launch data-driven, programmatic media plans. [removed: This tool analyzes] [added: Our tools analyze] the actions of existing core audiences with the data we see across the open Internet to deliver [removed: a] fully transparent, [removed: performance-focused,] [added: performance-focused] and ready-to-activate [removed: campaign.] [added: campaigns.] |

[removed: Our Technology][added: Our Technology]

| | • | Scalable Architecture. Our platform infrastructure is hosted in data centers [removed: in eight countries] around the world. Our core bidding architecture is easily adaptable to a variety of inventory formats, allowing our platform to communicate with many different inventory sources. |

| | • | Grow Our Client Base. We have extensive relationships with many advertising agencies and other service providers, and believe that, given the decentralized nature of the advertising industry, we have the opportunity to expand our relationships within these agencies and with additional agencies, [removed: advertisers,] [added: advertisers] and service providers. We expect to continue making investments in growing our sales and client service team to support this strategy. |

| | • | Expand Our Omnichannel Capabilities. We believe offering clients capabilities across all media channels and devices enables advertisers to manage omnichannel campaigns and use data from each channel to inform decisions in other channels. We believe these capabilities will continue to further strengthen our relationships with our clients. We intend to continue to invest in innovation across all channels, including the integration of new inventory sources within CTV, digital radio, social, [removed: native,] [added: native] and digital out of home. |

| | • | Continue to Innovate in [removed: Technology] [added: Technology, Data,] and [removed: Data.] [added: Measurement.] We intend to continue to innovate in technology to improve our platform and enhance its features and functionalities. We view data as one of our key competitive advantages. We will continue to invest resources in growing our data [added: and measurement] offerings, both from third-party providers as well as our proprietary [removed: data.] [added: data and product capabilities.] |

| | • | Expand Our International Presence. Many of our clients serve advertisers on a global basis and we intend to expand our presence outside of the United States, or U.S., to serve the needs of those advertisers in additional geographies. As we expand relationships with our existing clients, we are investing in select regions in Europe and Asia. In particular, we believe that [removed: China] [added: China, India,] and Indonesia may represent substantial growth opportunities, and we are investing in developing our business in those [added: and other] markets. |

As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: 875] [added: 980] clients, consisting primarily of advertising agencies or groups within advertising agencies that have independent relationships with us, manage budgets independently of one-another, are based in different [removed: jurisdictions,] [added: jurisdictions] and are served by unique Trade Desk teams.

If all of our individual client contractual relationships were aggregated at the holding company level, two [removed: clients] [added: holding companies, Publicis Groupe and WPP plc,] would [removed: have] each [removed: represented more than 10% of our gross billings in 2020, two clients would] have [removed: each] represented more than 10% of our gross billings in [removed: 2019] [added: 2021] and [removed: two clients would have each represented more than 10% of our gross billings in 2018.][added: 2020.]

[removed: For Publicis Groupe and WPP plc,] [added: We do not have contractual relationships with these holding companies; rather,] we enter into separate contracts and billing relationships with various of [removed: its] [added: their] individual agencies and account for [removed: them] [added: those agencies] as separate clients.

Our clients are loyal, as reflected by our client retention rate of over 95% in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]

We obtain digital advertising inventory from [removed: 82] [added: 105] directly integrated ad exchanges and supply-side platforms, providing us with access to a breadth of programmatic advertising inventory across computers, mobile devices and CTV.

As of December 31, [removed: 2020,] [added: 2021,] we have integrated our platform with [removed: 237] [added: more than 200] third-party data vendors whose products we make available for purchase through our platform.

We seek to accomplish these objectives by presenting at industry conferences, hosting client conferences, publishing white papers and research, [added: engaging in] public relations activities, [added: expanding our] social media presence and [added: launching] advertising campaigns.

[removed: Seasonality][added: Seasonality]

Historically, the fourth quarter of the year reflects our highest level of advertising activity and the first quarter reflects the [removed: lowest level of such activity.]

We compete with other demand-side platform providers, some of which are smaller, privately-held companies and others are divisions of large, well-established companies such as [removed: AT&T,] Google and Adobe.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: 1,545] [added: 1,967] full-time employees in [removed: 14] [added: 19] countries.

Regionally, North America, APAC (Asia Pacific) and EMEA (Europe, Middle East and Africa) make up approximately [removed: 66%,] [added: 65%,] 17% and [removed: 17%] [added: 18%] of our workforce, respectively.

Our global leadership team is [removed: 64%] [added: 62%] male and [removed: 36%] [added: 38%] female.

[added: We encourage everyone to create individual development plans leveraging] competency frameworks tied into their chosen career path, outlining a specific plan and actions to increase proficiency or learn new skills.

[removed: Compensation] [added: Compensation] and [removed: Benefits][added: Benefits]

Accordingly, we are committed to the health, [removed: safety,] [added: safety] and wellness of our employees.

lowest level of such activity.

Much of the federal oversight on digital advertising in the United States currently comes from the FTC, which

In February 2022, the Belgium Data Protection Authority issued an order against IAB Europe that imposes specific remedies on IAB Europe and its operation of TCF.

If successful challenges leave us with no reasonable option for the lawful cross-border transfer of personal data, and if we nonetheless continue to transfer personal data from

Since launching, we have added additional advertising channels.

Our contractual and billing arrangement with Omnicom Group Inc. is at the holding company level and accounted for 10% of our gross billings in 2019 and 2018.

We do not have any contractual relationship with Publicis Groupe or the holding company WPP plc.

Publicis Media Inc., which is affiliated with Publicis Groupe, accounted for 11% of our gross billings in 2020, 13% of our gross billings in 2019 and 20% in 2018.

WPP plc, if our contractual relationships were aggregated at the holding company level, would have accounted for 11% of gross billings in 2020.

We encourage everyone to create individual development plans leveraging

Our ability to continually develop new intellectual property and deliver new functionality quickly serves to protect us against competitors in digital advertising technology.

We believe our platform is difficult to replicate and would be expensive and time-consuming to build.

expense and cause us to need to divert resources from other aspects of our operations.

It remains unclear how the withdrawal of the United Kingdom, or U.K., from the European Union, referred to as Brexit, will affect transborder data flows, regulators’ jurisdiction over our business, and other matters related to how we do business and how we comply with applicable data protection laws.

Accordingly, we cannot predict the additional expense, impact on revenue, or other business impact that may stem from Brexit.

On June 28, 2021, a class action lawsuit was filed against us, the members of our board of directors and one of our executive officers (collectively, the “Defendants”), in the Court of Chancery of the State of Delaware.

The complaint alleges generally that the Defendants breached their fiduciary duties to our stockholders in connection with the negotiation and approval of the amendments to our certificate of incorporation and related matters voted on at the Special Meeting of Stockholders held on December 22, 2020.

The plaintiff seeks a court order rescinding the amendments approved at the Special Meeting of Stockholders held on December 22, 2020, as well as monetary damages.

On November 29, 2021, the plaintiff filed a supplement to the complaint, adding factual allegations related to the CEO Performance Option.

On February 1, 2022, the Defendants moved to dismiss the complaint.

A hearing on Defendants’ motions is scheduled for April 11, 2022.

We believe that all of the claims asserted in the complaint are without merit and intend to defend against them vigorously.

However, litigation is inherently uncertain and there can be no assurance regarding the likelihood that the Defendants’ defense of the action will be successful.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2020,] [added: 2021,] based on the closing sales price for the Registrant’s Class A common stock, as reported on the [removed: NASDAQ] [added: Nasdaq] Global Market, was approximately [removed: $16,815,566,802.][added: $33,366,438,121.]

As of January 31, [removed: 2021,] [added: 2022,] there were [removed: 42,598,726] [added: 440,597,630] shares of the registrant’s Class A common stock outstanding and [removed: 4,780,900] [added: 44,234,950] shares of the registrant’s Class B common stock outstanding.

Portions of the registrant’s Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, [removed: 2020.][added: 2021.]

[removed: THE] [added: THE] TRADE DESK, [removed: INC.][added: INC.]

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | | [removed: 40] [added: 38] |

| Item 7A. | | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | | [removed: 52] [added: 47] |

| Item 8. | | [Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | | [removed: 53] [added: 48] |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | | [removed: 77] [added: 72] |

| Item 9A. | | [Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | | [removed: 77] [added: 72] |

| Item 9B. | | [Other Information](#ITEM_9B_OR_INFORMATION) | | [removed: 77] [added: 72] |

| Item 10. | | [Directors, Executive Officers and Corporate Governance](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO) | | [removed: 78] [added: 73] |

| Item 11. | | [Executive Compensation](#ITEM_11_EXECUTIVE_COMPENSATION) | | [removed: 78] [added: 73] |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM_12_SECURITY_OWNERSHIP_CERTAIN_BENEF) | | [removed: 78] [added: 73] |

| Item 13. | | [Certain Relationships and Related Transactions, and Director Independence](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR) | | [removed: 78] [added: 73] |

| Item 14. | | [Principal Accountant Fees and Services](#ITEM_14_PRINCIPAL_ACCOUNTING_FEES_SERVIC) | | [removed: 78] [added: 73] |

| Item 15. | | [Exhibits and Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | | [removed: 79] [added: 74] |

| Item 16. | | [Form 10-K Summary](#ITEM_16_FORM_10K_SUMMARY) | | [removed: 81] [added: 77] |

| [Signatures](#SIGNATURES) | | | | [removed: 82] [added: 78] |

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as [removed: amended,] [added: amended (the “Securities Act”),] and Section 21E of the Securities Exchange Act of 1934, as [removed: amended.][added: amended (the “Exchange Act”).]

[removed: We discuss many of these risks in Item 1A] [added: Risk Factors”] of this Annual Report on Form 10-K in greater detail [removed: under the heading “Risk Factors”] and in other filings we make from time to time with the Securities and Exchange Commission, or SEC.

The following is a summary of the principal risks described below in [removed: Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K.][added: *“Item 1A.]

We believe that the risks described in the [removed: “Risk Factors”] [added: *“Risk Factors”*] section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us.

The following summary should not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the [removed: “Risk Factors”] [added: *“Risk Factors”*] section and the other information contained in this Annual Report on Form 10-K.

| | • | Any decrease in the use of the advertising channels that we are primarily dependent upon, failure to expand the use of emerging [removed: channels,] [added: channels] or unexpected shift in use among the channels in which we operate, could harm our growth prospects, financial condition and results of operations. |

| | • | Privacy and data protection laws to which we are subject may cause us to incur additional or unexpected costs, subject us to enforcement actions for compliance [removed: failures,] [added: failures] or cause us to change our platform or business model, which may have a material adverse effect on our business. |

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

| Item 6. | | [Reserved](#ITEM_6_RESERVED) | | 37 |

We discuss many of these risks in “Item 1A.

Risk Factors”* in this Annual Report on Form 10-K.

| Item 6. | | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | | 38 |

We also lease office and data center space in various cities within the [removed: U.S.,] [added: United States,] Europe, Asia and Australia.

Our Class A common stock began trading on the [removed: NASDAQ] [added: Nasdaq] Global Market on September 21, 2016 under the symbol [removed: “TTD”.][added: “TTD.” Prior to this date, there was no public trading market for our Class A common stock.]

Refer to [removed: Note 9] [added: *Note 9—Capitalization*] to our [removed: audited] consolidated financial statements for more information regarding capitalization.

As of January 31, [removed: 2021,] [added: 2022,] there were approximately [removed: 14] [added: 24] holders of record of our Class A common stock and [removed: 13] [added: 17] holders of record of our Class B common stock.

Refer to [removed: “Item] [added: *“Item] 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations”*] for additional information regarding our financial condition.

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of ours under the Securities [removed: Act of 1933, as amended,] [added: Act,] except as shall be expressly set forth by specific reference in such filing.

The following graph compares the cumulative total stockholder return on an initial investment of $100 in our Class A common stock between [removed: September 21, 2016 (our initial trading day)] [added: December 31, 2016,] and December 31, [removed: 2020,] [added: 2021,] with the comparative cumulative total returns of the Standard & Poor’s (S&P) 500 Index, [removed: NASDAQ] [added: Nasdaq] 100 Index and Russell 3000 Index over the same period.

[removed: As previously discussed, we] [added: We] have not paid any cash [removed: dividends and,] [added: dividends:] therefore, the cumulative total return calculation for us is based solely upon stock price appreciation [removed: (depreciation)] and not [added: the] reinvestment of cash [removed: dividends, whereas the data for the S&P 500 Index, NASDAQ 100 Index and Russell 3000 Index assumes reinvestments of] dividends.

The graph assumes the closing market price on [removed: September 21, 2016] [added: December 31, 2016,] of [removed: $30.10] [added: $2.77] per share as the initial value of our Class A common [removed: stock.][added: stock after retroactive adjustment for the Stock Split.]

The returns shown are based on historical results and are not [removed: necessarily] indicative of, nor intended to forecast, future stock price performance.

[removed: ][added: ]

On June 16, 2021, we effected a ten-for-one stock split (the “Stock Split”) of our common stock in the form of a stock dividend.

Each stockholder of record on June 9, 2021 received nine additional shares of common stock for each then-held share.

Trading began on a stock split-adjusted basis on June 17, 2021.

The number of shares subject to outstanding equity awards and the exercise prices of the outstanding stock option awards were also adjusted to reflect the effect of the Stock Split.

All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Stock Split.

Securities Authorized for Issuance Under Equity Compensation Plans

The information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

In 2021, we issued a total of 167,172 shares of our Class A common stock in connection with the acquisition of a technology company, which shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

However, the data for the S&P 500 Index, Nasdaq 100 Index and Russell 3000 Index assumes reinvestments of dividends.

Prior to this date, there was no public trading market for our Class A common stock.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

The following tables set forth our selected consolidated financial data for the periods indicated.

We have derived the selected consolidated statements of operations data for 2020, 2019, and 2018 and the selected consolidated balance sheet data as of December 31, 2020 and 2019 from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The selected consolidated statements of operations data for 2017 and 2016 and the selected consolidated balance sheet data as of December 31, 2018, 2017 and 2016 were derived from our audited consolidated financial statements that are not included in this Annual Report on Form 10-K.

The following selected consolidated financial data should be read in conjunction with “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing in “Item 8.

Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of our future results.

| | | Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2020 | | | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | |

| | | (in thousands, except per share data) | | | | | | | | | | | | | | | | | | |

| Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | |

| Revenue | | $ | 836,033 | | | $ | 661,058 | | | $ | 477,294 | | | $ | 308,217 | | | $ | 202,926 | |

| Operating expenses (1): | | | | | | | | | | | | | | | | | | | | |

| Platform operations | | | 178,812 | | | | 156,180 | | | | 114,098 | | | | 66,230 | | | | 39,876 | |

| Sales and marketing | | | 174,742 | | | | 132,882 | | | | 87,071 | | | | 61,379 | | | | 46,056 | |

| Technology and development | | | 166,654 | | | | 116,752 | | | | 83,892 | | | | 52,806 | | | | 27,313 | |

| General and administrative | | | 171,617 | | | | 143,048 | | | | 84,910 | | | | 58,446 | | | | 32,163 | |

| Total operating expenses | | | 691,825 | | | | 548,862 | | | | 369,971 | | | | 238,861 | | | | 145,408 | |

| Income from operations | | | 144,208 | | | | 112,196 | | | | 107,323 | | | | 69,356 | | | | 57,518 | |

| Total other expense (income), net | | | 305 | | | | (4,024 | ) | | | 1,586 | | | | 5,731 | | | | 13,684 | |

| Income before income taxes | | | 143,903 | | | | 116,220 | | | | 105,737 | | | | 63,625 | | | | 43,834 | |

| Provision for (benefit from) income taxes | | | (98,414 | ) | | | 7,902 | | | | 17,597 | | | | 12,827 | | | | 23,352 | |

| Net income | | $ | 242,317 | | | $ | 108,318 | | | $ | 88,140 | | | $ | 50,798 | | | $ | 20,482 | |

| Net income (loss) attributable to common stockholders (2) | | $ | 242,317 | | | $ | 108,318 | | | $ | 88,140 | | | $ | 50,798 | | | $ | (26,727 | ) |

| Net income (loss) per share attributable to common stockholders–basic (2) | | $ | 5.24 | | | $ | 2.43 | | | $ | 2.08 | | | $ | 1.26 | | | $ | (1.46 | ) |

| Net income (loss) per share attributable to common stockholders–diluted (2) | | $ | 4.95 | | | $ | 2.27 | | | $ | 1.92 | | | $ | 1.15 | | | $ | (1.46 | ) |

| | | (in thousands) | | | | | | | | | | | | | | | | | | |

| Financial and Operating Data: | | | | | | | | | | | | | | | | | | | | |

| Gross spend (3) | | $ | 4,198,568 | | | $ | 3,128,872 | | | $ | 2,350,877 | | | $ | 1,555,856 | | | $ | 1,027,984 | |

| Gross billings (4) | | $ | 4,168,260 | | | $ | 3,095,687 | | | $ | 2,285,013 | | | $ | 1,491,742 | | | $ | 990,561 | |

| | | As of December 31, | | | | | | | | | | | | | | | | | | |

| Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |

| Cash, cash equivalents and short-term investments | | $ | 624,038 | | | $ | 254,988 | | | $ | 207,232 | | | $ | 155,950 | | | $ | 133,400 | |

| Accounts receivable, net | | | 1,584,109 | | | | 1,166,376 | | | | 834,764 | | | | 599,565 | | | | 377,240 | |

| Total assets (5) | | | 2,753,645 | | | | 1,728,761 | | | | 1,117,872 | | | | 797,164 | | | | 537,596 | |

| Accounts payable | | | 1,348,480 | | | | 868,618 | | | | 669,147 | | | | 490,377 | | | | 321,163 | |

| Long-term debt, net of current portion | | | — | | | | — | | | | — | | | | 27,000 | | | | 25,847 | |

| Total liabilities (5) | | | 1,740,500 | | | | 1,116,244 | | | | 723,305 | | | | 551,581 | | | | 373,216 | |

| Total stockholders’ equity | | | 1,013,145 | | | | 612,517 | | | | 394,567 | | | | 245,583 | | | | 164,380 | |

| [Report of Independent Registered Public Accounting Firm](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC) [added: (PCAOB ID 238)] | | | [removed: 54] [added: 49] |

| [Consolidated Balance Sheets](#CONSOLIDATED_BALANCE_SHEETS) | | | [removed: 56] [added: 51] |

| [Consolidated Statements of Operations](#CONSOLIDATED_STATEMENTS_OPERATIONS) | | | [removed: 57] [added: 52] |

| [Consolidated Statements of Stockholders’ Equity](#CONDENSED_CONSOLIDATED_STATEMENTS_STOCKH) | | | [removed: 58] [added: 53] |

| [Consolidated Statements of Cash Flows](#CONSOLIDATED_STATEMENTS_CASH_FLOWS) | | | [removed: 59] [added: 54] |

| [Notes to Consolidated Financial Statements](#NOTES) | | | [removed: 60] [added: 55] |

We have audited the accompanying consolidated balance sheets of The Trade Desk, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

For the year ended December 31, [removed: 2020,] [added: 2021,] the Company’s revenue was [removed: $836] [added: $1,196] million.

The principal [removed: considerations] [added: consideration] for our determination that performing procedures relating to revenue recognition – platform fees is a critical audit matter [removed: are] [added: is] the [removed: significant] [added: high degree of] audit effort [removed: required] in performing [removed: audit] procedures [removed: and in evaluating audit evidence relating] [added: related] to client purchases through the Company’s platform to recognize revenue.

These procedures included testing the effectiveness of controls relating to the completeness and accuracy of the revenue recognized for platform fees charged to clients, including both manual and automated controls operating over the information generated from the Company’s platform and [removed: controls over] the [removed: accuracy in calculating] [added: calculation of] revenue invoices based on client purchases.

(In thousands, except [added: shares and] par values)

| | | [added: 2021 | | | |] 2020 | | | | 2019 | | |

| Cash and cash [removed: equivalents] [added: equivalents—Beginning of year] | | [removed: $] | 437,353 | | | [removed: $] | 130,876 | | [added: | | 207,232 | |]

| Short-term investments, net | | | [removed: 186,685] [added: 204,625] | | | | [removed: 124,112] [added: 186,685] | |

| Accounts receivable, net of allowance for credit losses of [removed: $7,253] [added: $7,374] and [removed: $3,920] [added: $7,253] as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | [removed: 1,584,109] [added: 2,020,720] | | | | [removed: 1,166,376] [added: 1,584,109] | |

| Prepaid expenses and other current assets | | | [removed: 102,170] [added: 112,150] | | | | [removed: 27,857] [added: 102,170] | |

| TOTAL CURRENT ASSETS | | | [removed: 2,310,317] [added: 3,091,649] | | | | [removed: 1,449,221] [added: 2,310,317] | |

| Property and equipment, net | | | [removed: 115,863] [added: 135,856] | | | | [removed: 64,012] [added: 115,863] | |

| Operating lease assets | | | [removed: 248,143] [added: 234,091] | | | | [removed: 173,449] [added: 248,143] | |

| Deferred income taxes | | | [removed: 50,168] [added: 68,244] | | | | [removed: 18,950] [added: 50,168] | |

| Other assets, non-current | | | [removed: 29,154] [added: 47,500] | | | | [removed: 23,129] [added: 29,154] | |

| TOTAL ASSETS | | $ | [removed: 2,753,645] [added: 3,577,340] | | | $ | [removed: 1,728,761] [added: 2,753,645] | |

| Accounts payable | | $ | [removed: 1,348,480] [added: 1,655,684] | | | $ | [removed: 868,618] [added: 1,348,480] | |

| Accrued expenses and other current liabilities | | | [removed: 88,335] [added: 101,472] | | | | [removed: 47,178] [added: 88,335] | |

| Operating lease liabilities | | | [removed: 37,868] [added: 46,149] | | | | [removed: 14,577] [added: 37,868] | |

| TOTAL CURRENT LIABILITIES | | | [removed: 1,474,683] [added: 1,803,305] | | | | [removed: 930,373] [added: 1,474,683] | |

| Operating lease liabilities, non-current | | | [removed: 254,562] [added: 238,449] | | | | [removed: 174,873] [added: 254,562] | |

| Other liabilities, non-current | | | [removed: 11,255] [added: 8,280] | | | | [removed: 10,998] [added: 11,255] | |

| TOTAL LIABILITIES | | | [removed: 1,740,500] [added: 2,050,034] | | | | [removed: 1,116,244] [added: 1,740,500] | |

| Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | — | | | | — | |

| Common stock, par value $0.000001 Class A, 1,000,000 shares authorized; [removed: 42,338] [added: 439,206] and [removed: 40,305] [added: 423,383] shares issued and outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively Class B, 95,000 shares authorized; [removed: 5,002] [added: 44,235] and [removed: 5,171] [added: 50,018] shares issued and outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | — | | | | — | |

| Additional paid-in capital | | | [removed: 538,778] [added: 915,177] | | | | [removed: 380,079] [added: 538,778] | |

| Retained earnings | | | [removed: 474,367] [added: 612,129] | | | | [removed: 232,438] [added: 474,367] | |

| TOTAL STOCKHOLDERS’ EQUITY | | | [removed: 1,013,145] [added: 1,527,306] | | | | [removed: 612,517] [added: 1,013,145] | |

| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | [removed: 2,753,645] [added: 3,577,340] | | | $ | [removed: 1,728,761] [added: 2,753,645] | |

| | | [removed: 2020] [added: 2021] | | | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | |

| Revenue | | $ | [removed: 836,033] [added: 1,196,467] | | | $ | [removed: 661,058] [added: 836,033] | | | $ | [removed: 477,294] [added: 661,058] | |

These procedures also included, among others (i) evaluating revenue transactions by testing the issuance and settlement of invoices and credit memos; (ii) tracing transactions not settled to a detailed listing of accounts receivable; (iii) confirming a sample of outstanding client invoice balances at year end and, for confirmations not returned, obtaining and inspecting source documents, including invoices, master service agreements, subsequent cash receipts, and recalculating platform fees due, where applicable; and (iv) testing the completeness and accuracy of underlying information provided by management.

February 16, 2022

| | | 2021 | | | | 2020 | | |

| Cash and cash equivalents | | $ | 754,154 | | | $ | 437,353 | |

| Basic | | $ | 0.29 | | | $ | 0.52 | | | $ | 0.24 | |

| Diluted | | $ | 0.28 | | | $ | 0.49 | | | $ | 0.23 | |

| Basic | | | 476,851 | | | | 462,865 | | | | 445,329 | |

| Diluted | | | 498,540 | | | | 489,881 | | | | 478,061 | |

| Impact upon adoption ASC 326 | | | — | | | | — | | | | — | | | | (388 | ) | | | (388 | ) |

| Issuance of restricted stock related to acquisition | | | 25 | | | | — | | | | 1,816 | | | | — | | | | 1,816 | |

| Balance as of December 31, 2021 | | | 483,441 | | | $ | — | | | $ | 915,177 | | | $ | 612,129 | | | $ | 1,527,306 | |

__________

| Net income | | $ | 137,762 | | | $ | 242,317 | | | $ | 108,318 | |

| Sales of investments | | | 4,539 | | | | — | | | | — | |

| Business acquisition | | | (13,261 | ) | | | — | | | | — | |

The Trade Desk, Inc. (the “Company”) is a global technology company that empowers buyers of advertising.

The Company’s platform integrations with major inventory, publisher, and data partners provides ad buyers reach and decisioning capabilities, and the Company’s enterprise application programming interfaces (“APIs”) enable its clients to develop on top of the platform.

On June 16, 2021, the Company effected a ten-for-one stock split (the “Stock Split”) of the Company’s common stock in the form of a stock dividend.

Each stockholder of record on June 9, 2021, received nine additional shares of common stock for each then-held share.

Trading began on a stock split-adjusted basis on June 17, 2021.

The number of shares subject to outstanding equity awards and the exercise prices of the outstanding stock option awards were also adjusted to reflect the effect of the Stock Split.

All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Stock Split.

The Company determined that it is not primarily responsible for the purchase of Supplier Features.

Accounts payable is recorded at the net amount payable to suppliers.

ongoing development of the Company’s platform and integrations with our advertising and data inventory suppliers; and the amortization of capitalized third-party software used in platform development.

The fair values of the ESPP and stock option awards are estimated on the grant date using the Black-Scholes option-pricing model, except for the CEO Performance Option that is estimated using the Monte Carlo valuation model.

Derived Service Period.

The stock-compensation expense attribution period for the CEO Performance Option is developed based on a Monte Carlo simulation of daily stock prices over the performance period.

Stock-based compensation for the CEO Performance Option is recognized on a graded-vesting basis over a derived service period of approximately five years but may be accelerated if the vesting criteria are met prior to the estimated performance period.

The Company accounts for forfeitures as they occur.

The Company makes assumptions, judgments and estimates to determine the current income tax provision, tax benefits from uncertain tax positions, deferred tax asset and liabilities, and valuation allowance recorded against a deferred tax asset.

The assumptions, judgments and estimates relative to the current income tax provision (benefit) take into account current tax laws, their interpretation and possible results of foreign and domestic tax audits.

Changes in tax law, and their interpretation, could significantly impact the income taxes provided in the Company’s consolidated financial statements.

The evaluation of the Company’s uncertain tax positions involves significant judgment in the interpretation and application of GAAP and complex domestic and international tax laws, and matters related to the allocation of international taxation rights between countries.

Although management believes the Company’s reserves are reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in the Company’s reserves.

Reserves are adjusted considering changing facts and circumstances, such as the closing of a tax examination or the refinement of an estimate.

Assumptions, judgments and estimates relative to the amount of deferred income taxes, and any applicable valuation allowances, take into account future taxable income.

Any of the assumptions, judgments and estimates mentioned above could cause the actual income tax obligations to differ from estimates.

Earnings Per Share

We consider restricted stock awards to be participating securities due to their non-forfeitable dividend rights.

The supplementary financial information required by this Item 8 is included in Item 7 under the caption “Quarterly Results of Operations,” which is incorporated herein by reference.

These procedures also included, among others, evaluating the completeness, accuracy, and relevance of underlying information generated from the Company’s platform by inspecting a sample of master service agreements and contracts for selected clients and evaluating the appropriateness of the revenue recognized by recalculating platform fees due and validating related cash receipts.

February 18, 2021

| Basic | | $ | 5.24 | | | $ | 2.43 | | | $ | 2.08 | |

| Diluted | | $ | 4.95 | | | $ | 2.27 | | | $ | 1.92 | |

| Basic | | | 46,287 | | | | 44,533 | | | | 42,442 | |

| Diluted | | | 48,988 | | | | 47,806 | | | | 45,793 | |

| Balance as of December 31, 2017 | | | 41,641 | | | $ | — | | | $ | 209,603 | | | $ | 35,980 | | | $ | 245,583 | |

| --- | --- | --- |

| Cash and cash equivalents—Beginning of year | | | 130,876 | | | | 207,232 | | | | 155,950 | |

| Tenant improvements paid by lessor | | $ | — | | | $ | — | | | $ | 1,811 | |

The Trade Desk, Inc. (the “Company”) was formed in November 2009 as a Delaware corporation.

The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model.

The assumptions used in the Company’s option-pricing model represent management’s best estimates.

Net Income Per Share Attributable to Common Stockholders

The Company considers all short-term highly liquid investments with an original maturity of three months or less to be cash equivalents.

The Company classifies its marketable securities as available-for-sale (“AFS”) investments in its current assets because they represent investments of cash available for current operations.

AFS debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses.

Expected credit loss on AFS debt securities are recognized in other expense (income), net on consolidated statement of operations and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in stockholders' equity.

We continue to monitor the financial implications of the COVID-19 on expected credit losses.

| Add: Impact upon adoption of new accounting standard | | | 553 | | | | — | | | | — | |

Operating leases are included in operating lease assets, operating lease liabilities and operating lease liabilities, non-current on our consolidated balance sheets for all leases except for short-term leases with a term of 12 months or less.

The Company has entities operating in various countries.

This guidance will be effective in the first quarter of 2021 on a prospective basis, and early adoption is permitted.

The Company is currently evaluating the impact of the new guidance on our consolidated financial statements.

The Company is currently evaluating the impacts of the provisions of ASU 2020-04 on our financial condition, results of operations, and cash flows.

Note 3—Net Income Per Share Attributable to Common Stockholders

| Weighted-average shares outstanding—basic | | | 46,287 | | | | 44,533 | | | | 42,442 | |

| Options to purchase common stock | | | 2,293 | | | | 2,794 | | | | 2,845 | |

| ESPP shares | | | 77 | | | | 131 | | | | 251 | |

| Restricted stock | | | 331 | | | | 348 | | | | 255 | |

| Weighted-average shares outstanding—diluted | | | 48,988 | | | | 47,806 | | | | 45,793 | |

| Basic EPS | | $ | 5.24 | | | $ | 2.43 | | | $ | 2.08 | |

| Diluted EPS | | $ | 4.95 | | | $ | 2.27 | | | $ | 1.92 | |

The Company capitalized $8.2 million, $6.5 million and $6.9 million of software development costs in 2020, 2019 and 2018, respectively.

Based on the Company’s capitalized software development costs ready for intended use as of December 31, 2020, estimated amortization expense of $4.2 million and $1.7 million is expected to be recognized in 2021 and 2022, respectively.

Amortization has not started on $5.6 million of capitalized software development costs that are not yet ready for intended use as of December 31, 2020.

When fully amortized capitalized software is no longer being used, the Company removes the cost and amortization from the consolidated balance sheet.

Accordingly, during 2020 and 2019*,* approximately $6.7 million and $2.8 million of costs and accumulated amortization, respectively, were removed from the consolidated balance sheet, related to capitalized software development costs which were fully amortized.

| | | As of December 31, 2019 | | | | | | | | | | |

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange [removed: Act of 1934, as amended (the “Exchange Act”),] [added: Act,] as of December 31, [removed: 2020.][added: 2021.]

Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2020.][added: 2021.]

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control—Integrated Framework* (2013).

Based on its assessment, our management, including our CEO and CFO, has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which appears [removed: in Item 8 of this Annual Report on Form 10-K.][added: *in “Item 8.]

There have been no significant changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Financial Statements and Supplementary Data”* of this Annual Report on Form 10-K.

The information required by this item will be included in our proxy statement relating to our [removed: 2021] [added: 2022] annual meeting of stockholders to be filed by us with the SEC no later than 120 days after the close of our fiscal year ended December 31, [removed: 2020] [added: 2021] (the [removed: "Proxy Statement")] [added: “Proxy Statement”)] and is incorporated herein by reference.

A copy of this code, [removed: "Code] [added: “Code] of Business Conduct and [removed: Ethics",] [added: Ethics,”] is available on our website at http://investors.thetradedesk.com.

Refer to Index to Consolidated Financial Statements in [removed: Item 8 herein.][added: “*Item 8.]

| 3.1 | | [Amended and Restated Certificate of [removed: Incorporation.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex31_62.htm)] [added: Incorporation.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex31_62.htm)] | | [added: 10-K] | | [added: 2/19/2021] | | [added: 3.1] | | | [removed: X] |

| 3.2 | | [Amended and Restated [removed: Bylaws.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex32_63.htm)] [added: Bylaws.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex32_63.htm)] | | [added: 10-K] | | [added: 2/19/2021] | | [added: 3.2] | | | [removed: X] |

| 4.1 | | Reference is made to Exhibits [removed: [3.1](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex31_62.htm)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex31_62.htm)] and [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex32_63.htm).] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex32_63.htm).] | | | | | | | | | |

| [removed: 4.5] [added: 4.4] | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex45_269.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex44_118.htm)] | | | | | | | | | X |

| [removed: 10.1] [added: 10.1*] | | [removed: [Second Amended and Restated Loan] [added: [Loan] and Security Agreement, dated as of [removed: October 26, 2018,] [added: June 15, 2021,] among The Trade Desk, Inc., the lenders party thereto, and [removed: Citibank,] [added: JPMorgan Chase Bank,] N.A., as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/1671933/000156459018028667/ttd-ex101_448.htm)] [added: agent.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021033262/ttd-ex101_6.htm)] | | [removed: 10-Q] [added: 8-K] | | [removed: 11/9/2018] [added: 6/16/2021] | | 10.1 | | | |

| [removed: 10.2(a)+] [added: 10.3(a)+] | | [The Trade Desk, Inc. 2010 Stock Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_5a.htm) | | S-1/A | | 9/6/2016 | | 10.5 | (a) | | |

| [removed: 10.2(b)+] [added: 10.3(b)+] | | [Form of Stock Option Agreement under The Trade Desk, Inc. 2010 Stock Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_5b.htm) | | S-1/A | | 9/6/2016 | | 10.5 | (b) | | |

| [removed: 10.2(c)+] [added: 10.3(c)+] | | [Exercise Notice under The Trade Desk, Inc. 2010 Stock Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_5c.htm) | | S-1/A | | 9/6/2016 | | 10.5 | (c) | | |

| [removed: 10.3(a)+] [added: 10.4(a)+] | | [The Trade Desk, Inc. 2015 Equity Incentive Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_6a.htm) | | S-1/A | | 9/6/2016 | | 10.6 | (a) | | |

| [removed: 10.3(b)+] [added: 10.4(b)+] | | [First Amendment to The Trade Desk, Inc. 2015 Equity Incentive Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000110465916146150/a16-18790_1ex99d2.htm) | | S-8 | | 9/22/2016 | | 99.2 | | | |

| [removed: 10.3(c)+] [added: 10.4(c)+] | | [Form of Stock Option Agreement under The Trade Desk, Inc. 2015 Equity Incentive Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_6b.htm) | | S-1/A | | 9/6/2016 | | 10.6 | (b) | | |

| [removed: 10.3(d)+] [added: 10.4(d)+] | | [Form of Stock Option Agreement under The Trade Desk, Inc. 2015 Equity Incentive Plan (with accelerated vesting).](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_6c.htm) | | S-1/A | | 9/6/2016 | | 10.6 | (c) | | |

| [removed: 10.3(e)+] [added: 10.4(e)+] | | [Exercise Notice under The Trade Desk, Inc. 2015 Equity Incentive Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_6d.htm) | | S-1/A | | 9/6/2016 | | 10.6 | (d) | | |

| [removed: 10.4(a)+] [added: 10.5(a)+] | | [The Trade Desk, Inc. 2016 Incentive Award Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015074/a2229525zex-10_7a.htm) | | S-1 | | 8/22/2016 | | 10.7 | (a) | | |

| [removed: 10.4(b)+] [added: 10.5(b)+] | | [Form of Stock Option Agreement under The Trade Desk, Inc. 2016 [removed: Equity] Incentive [added: Award] Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015074/a2229525zex-10_7b.htm) | | S-1 | | 8/22/2016 | | 10.7 | (b) | | |

| [removed: 10.4(c)+] [added: 10.5(c)+] | | [Form of Restricted Stock Award Agreement under The Trade Desk, Inc. 2016 [removed: Equity] Incentive [added: Award] Plan.](http://www.sec.gov/Archives/edgar/data/1671933/000110465916164589/a16-23917_1ex10d1.htm) | | 8-K | | 12/30/2016 | | 10.1 | | | |

| [removed: 10.4(d)+] [added: 10.5(d)+] | | [Form of Restricted Stock Unit Award Agreement under The Trade Desk, Inc. 2016 [removed: Equity] Incentive [added: Award] Plan.](http://www.sec.gov/Archives/edgar/data/1671933/000110465916164589/a16-23917_1ex10d2.htm) | | 8-K | | 12/30/2016 | | 10.2 | | | |

| [removed: 10.5+] [added: 10.6+] | | [The Trade Desk, Inc. 2016 Employee Stock Purchase Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000110465916146150/a16-18790_1ex99d5.htm) | | S-8 | | 9/22/2016 | | 99.5 | | | |

| [removed: 10.6+] [added: 10.7+] | | [Form of Indemnification Agreement.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015074/a2229525zex-10_8.htm) | | S-1 | | 8/22/2016 | | 10.8 | | | |

| [removed: 10.7+] [added: 10.8+] | | [Employment Agreement, dated as of May 11, 2017, between The Trade Desk, Inc. and Jeff T. Green.](http://www.sec.gov/Archives/edgar/data/0001671933/000119312517167445/d274174dex102.htm) | | 10-Q | | [removed: 05/11/17] [added: 5/11/2017] | | 10.2 | | | |

| [removed: 10.8+] [added: 10.9+] | | [Employment Agreement, dated as of May 11, 2017, between The Trade Desk, Inc. and David R. Pickles.](http://www.sec.gov/Archives/edgar/data/0001671933/000119312517167445/d274174dex103.htm) | | 10-Q | | [removed: 05/11/17] [added: 5/11/2017] | | 10.3 | | | |

| [removed: 10.9+] [added: 10.12+] | | [Employment Agreement, dated as of [removed: November 1, 2017,] [added: August 24, 2020] between The Trade Desk, Inc. and [removed: Susan Vobejda.](http://www.sec.gov/Archives/edgar/data/1671933/000156459019017961/ttd-ex101_350.htm)] [added: Jay Grant.](http://www.sec.gov/Archives/edgar/data/1671933/000156459020051533/ttd-ex101_40.htm)] | | 10-Q | | [removed: 05/09/19] [added: 11/6/2020] | | 10.1 | | | |

| 10.10+ | | [Offer Letter, dated October 29, 2019, by and between the Company and Blake Grayson.](http://www.sec.gov/Archives/edgar/data/1671933/000156459019043644/ttd-ex101_55.htm) | | 8-K | | [removed: 11/15/19] [added: 11/15/2019] | | 10.1 | | | |

| 10.11+ | | [Employment Agreement, dated October 29, 2019 between The Trade Desk, Inc. and Blake Grayson.](http://www.sec.gov/Archives/edgar/data/1671933/000156459019043644/ttd-ex102_56.htm) | | 8-K | | [removed: 11/15/19] [added: 11/15/2019] | | 10.2 | | | |

| [removed: 10.12+] [added: 10.13+] | | [Employment Agreement, dated [removed: as of August 24, 2020] [added: January 11, 2021] between The Trade Desk, Inc. and [removed: Jay Grant.](http://www.sec.gov/Archives/edgar/data/1671933/000156459020051533/ttd-ex101_40.htm)] [added: Michelle Hulst.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021001214/ttd-ex101_7.htm)] | | [removed: 10-Q] [added: 8-K] | | [removed: 11/06/20] [added: 1/14/2021] | | 10.1 | | | |

| [removed: 10.13+] [added: 10.15+] | | [removed: [Employment] [added: [Amendment No. 1 to Employment] Agreement, dated [removed: January 11, 2021] [added: as of October 6, 2021,] between The Trade Desk, Inc. and [removed: Michelle Hulst.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021001214/ttd-ex101_7.htm)] [added: Jeff Green.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021050550/ttd-ex10_7.htm)] | | 8-K | | [removed: 01/14/21] [added: 10/8/2021] | | [removed: 10.1] [added: 10.2] | | | |

| 21.1 | | [List of Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex211_10.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex211_11.htm)] | | | | | | | | | X |

| 23.1 | | [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex231_8.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex231_9.htm)] | | | | | | | | | X |

| 31.1 | | [Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex311_6.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex311_6.htm)] | | | | | | | | | X |

| 31.2 | | [Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex312_7.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex312_14.htm)] | | | | | | | | | X |

| 32.1 (1) | | [Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex321_11.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex321_8.htm)] | | | | | | | | | X |

| (1) | The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Securities Exchange Act of 1934, as [removed: amended, or the Exchange Act,] [added: amended (the “Exchange Act”),] and is not to be incorporated by reference into any filing of The Trade Desk, Inc. under the Securities Act of 1933, as amended, [removed: of the Securities Act,] or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |

Financial Statements and Supplementary Data”* herein.

| 10.2* | | [Amendment No. 1 to Loan and Security Agreement, dated as of December 17, 2021, among The Trade Desk, Inc., the lenders and credit issuers party thereto, and JPMorgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex102_48.htm). | | | | | | | | | X |

| 10.14+ | | [Performance Stock Option Award Agreement under The Trade Desk, Inc. 2016 Incentive Award Plan, dated as of October 6, 2021, between The Trade Desk, Inc. and Jeff Green.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021050550/ttd-ex10_8.htm) | | 8-K | | 10/8/2021 | | 10.1 | | | |

| 10.16+ | | [The Trade Desk, Inc. Non-Employee Director Compensation Policy.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex1016_49.htm) | | | | | | | | | X |

| * | Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Trade Desk, Inc. undertakes to furnish a copy of all omitted schedules and exhibits to the SEC upon its request. |

| --- | --- |

| 4.4 | | [Second Amended and Restated Investor Rights Agreement dated as of February 9, 2016, by and among The Trade Desk, Inc. and the investors listed therein.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_1.htm) | | S-1/A | | 9/6/2016 | | 10.1 | | | |

| 10.14+ | | [Separation and Advisory Agreement, dated February 5, 2021 between The Trade Desk, Inc. and Brian Stempeck.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex1014_326.htm) | | | | | | | | | X |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the [removed: 18th] [added: 16th] day of February, [removed: 2021.][added: 2022.]

| /s/ JEFF T. GREEN | | Chief Executive Officer, Director (principal | | February [removed: 18, 2021] [added: 16, 2022] | |

| /s/ BLAKE J. GRAYSON | | Chief Financial Officer (principal financial | | February [removed: 18, 2021] [added: 16, 2022] | |

| /s/ DAVID R. PICKLES | | Chief Technology Officer, Director | | February [removed: 18, 2021] [added: 16, 2022] | |

| /s/ LISE J. BUYER | | Director | | February [removed: 18, 2021] [added: 16, 2022] | |

| /s/ KATHRYN E. FALBERG | | Director | | February [removed: 18, 2021] [added: 16, 2022] | |

| /s/ ERIC B. PALEY | | Director | | February [removed: 18, 2021] [added: 16, 2022] | |

| /s/ GOKUL RAJARAM | | Director | | February [removed: 18, 2021] [added: 16, 2022] | |

| /s/ DAVID B. WELLS | | Director | | February [removed: 18, 2021] [added: 16, 2022] | |

| /s/ ANDREA CUNNINGHAM | | Director | | February 16, 2022 | |

| Andrea Cunningham | | | | | |

| /s/ THOMAS FALK | | Director | | February 18, 2021 | |

| Thomas Falk | | | | | |