Trade Desk (TTD) 10-K risk factor changes: FY2022 vs FY2021

[removed: Investing] [added: *Investing] in our Class A common stock involves a high degree of risk.

You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Annual [removed: Report,] [added: Report on Form 10-K,] including the consolidated financial statements and the related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations, before making investment decisions related to our Class A common stock.

In that event, the market price of our Class A common stock could decline and you could lose part or all of your [removed: investment.][added: investment.*]

[removed: Risks] [added: Risks] Related to Our Business and [removed: Industry][added: Industry]

[removed: If] [added: If] we fail to maintain and grow our client base and spend through our platform, our revenue and business may be negatively [removed: impacted.][added: impacted.]

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

We do not typically have exclusive relationships with our clients and there is limited cost [added: and difficulty] to moving their media spend to our competitors.

We cannot assure you that our clients will continue to use our platform [added: to the extent that we expect] or [added: at all, or] that we will be able to replace, in a timely or effective manner, departing clients with new clients that generate comparable revenue.

[removed: The] [added: The] loss of advertising agencies as clients could significantly harm our business, financial [removed: condition,] [added: condition] and results of [removed: operations.][added: operations.]

If we fail to maintain satisfactory relationships with an advertising agency, we risk losing business from the [added: current and future] advertisers represented by that agency.

We had [removed: approximately 980] [added: over 1,000] clients, consisting primarily of advertising agencies, as of December 31, [removed: 2021.][added: 2022.]

If all of our individual client contractual relationships were aggregated at the holding company level, Publicis Groupe [removed: and WPP plc] would have [removed: each] represented more than 10% of our gross billings for [removed: 2021.][added: 2022.]

[removed: If] [added: If] we fail to innovate or make the right investment decisions in our offerings and platform, we may not attract and retain advertisers and advertising agencies and our revenue and results of operations may [removed: decline.][added: decline.]

Our industry is subject to rapid and frequent changes in [removed: technology,] [added: technology and laws governing our activities,] evolving client needs and the frequent introduction by our competitors of new and enhanced offerings.

We must constantly make investment decisions regarding offerings and technology to meet client demand and evolving industry [added: and legal] standards.

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

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

If we fail to adapt to our rapidly changing industry or to evolving client needs, or we provide new products and services that exacerbate technological, [added: security,] legal or other challenges, [added: the reputation of and] demand for our platform [added: or related offerings] could decrease and our business, financial condition and [removed: results of] operations may be adversely affected.

[removed: The] [added: The] market for programmatic buying for advertising campaigns is relatively new and evolving.

If this market develops slower or differently than we expect, our business, growth prospects and financial condition [removed: would] [added: could] be adversely [removed: affected.][added: affected.]

[removed: The] [added: The] effects of health epidemics, such as the ongoing global COVID-19 pandemic, have had, and could in the future have, an adverse impact on our business, financial condition and results of [removed: operations.][added: operations.]

[removed: 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: have] significantly 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 activity and other COVID-19-related impacts, which have negatively impacted, and [added: with respect to the COVID-19 pandemic or other future health epidemics,] 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.

[removed: Typically,] [added: 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 [removed: all, and we may not be able to renegotiate better terms.][added: all.]

The duration and extent of the impact from the COVID-19 pandemic depend on future developments that cannot be accurately predicted at this time, [added: including the emergence of new variant strains of COVID-19] and [added: the measures taken by governments, businesses and other organizations in response, and] if we are not able to respond to and manage the impact of such events effectively, our business may be harmed.

[removed: The] [added: The] market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future [removed: competitors.][added: competitors.]

[added: 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.

They may also have more extensive advertiser bases and broader publisher relationships than we have, [added: rich first-party data sets,] and may be better positioned to execute on advertising conducted over certain channels, such as social media, mobile, and video.

As a result, these competitors may be better able to respond quickly to new technologies, develop [added: superior solutions, develop] deeper advertiser relationships or offer services at lower prices.

Any of these developments would make it more difficult for us to sell our platform [added: or related offerings] and could result in increased pricing pressure, increased [added: development,] sales and marketing expense, or the loss of market share.

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

We also believe that our revenue growth may depend on our ability to expand within social, native, audio, and [removed: in particular,] [added: especially] CTV, and we have been, and 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 [removed: restrictions] [added: restrictions, consumer choices,] or other causes, or any inability to further penetrate social, native, audio or CTV, or enter new and emerging advertising channels, could harm our growth prospects, financial condition and results of operations.

Our ability to provide capabilities across multiple advertising channels, which we refer to as omnichannel, may be constrained if we are not [removed: be] able to maintain or grow advertising inventory for such channels, and some of our omnichannel offerings may not gain market acceptance.

[removed: We may not be] able to accurately predict changes in overall advertiser demand for the channels in which we operate and cannot assure you that our investment in channel development will correspond to any such changes.

[removed: We] [added: We] often have long sales cycles, which can result in significant time between initial contact with a prospect and execution of a client agreement, making it difficult to project when, if at all, we will obtain new clients and when we will generate revenue from those [removed: clients.][added: clients.]

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

Our sales efforts involve educating our clients about the use, technical capabilities and benefits of our [removed: platform.][added: platform and related offerings.]

[removed: We] [added: We] are subject to payment-related risks that may adversely affect our business, working capital, financial condition and results of operations, including from advertising agencies that do not pay us until they receive payment from their advertisers and from clients that dispute or do not pay their [removed: invoices.][added: invoices.]

[removed: We] [added: We] may experience fluctuations in our results of operations, which could make our future results of operations difficult to predict or cause our results of operations to fall below analysts’ and investors’ [removed: expectations.][added: expectations.]

We at times supplement our MSAs with joint business plans and other incentive programs designed to increase spending from existing clients; however, such increased spending may not materialize in the amounts we expect or at all.

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The COVID-19 pandemic and efforts to control its spread curtailed the movement of

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In particular, the CTV market is quickly evolving and the demand for CTV inventory on our platform has been a significant driver of growth.

We may not be

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not be necessarily indicative of our future results of operations.

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to us can change at any time, including as publishers and other inventory suppliers respond to changes in the legal and regulatory landscape.

Such processes may not always work in our favor or for the benefit of our clients and may create inefficiencies in the supply chain for advertising inventory.

Given the importance of ensuring access to quality inventory for our advertisers, we have initiated our own efforts to procure access through OpenPath, our supply path optimization offering intended to give clients a simplified, direct connection to publishers.

However, there can be no guarantee that we will be successful in any such efforts or at all.

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As we expand our offerings, which in some instances involves ingesting more identifiable and sensitive information, the consequences of potential security vulnerabilities become more significant for our business.

Our platform and other offerings are complex and proprietary, and we rely on the expertise of members of our engineering, operations and software development teams for its continued performance.

Operational, performance and internal control issues may arise due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors and other internal and external variables.

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Many of our employees now have a hybrid work schedule consisting of both in-person work and working from home.

Although we have implemented work-from-home protocols and provide work-issued devices to employees, the actions of our employees while working from home may have a greater effect on the security of our systems, the platform and the data we process, including by increasing the risk of compromise to our systems, confidential information or data arising from employees’ combined personal and private use of devices, accessing our systems or data using wireless networks that we do not control or the ability to transmit or store company-controlled data outside of our secured network.

We may receive such information both directly from consumers and from our clients, and we deploy technical and contractual measures to limit how such identifying information can be used and shared.

For example, in the U.S., in August 2022 the FTC released and accepted comments on an advance notice of proposed rulemaking concerning “commercial surveillance” covering a host of data privacy and security topics.

In addition, a potential federal

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data privacy law remains the subject of active discussion; in June 2022, a bipartisan group of lawmakers introduced a bill that would substantially impact on the online advertising ecosystem if passed.

State lawmakers are also actively addressing consumer data privacy issues.

By the end of 2023, five states will have broad-based consumer privacy laws in effect: California, Virginia, Colorado, Connecticut, and Utah.

Most significant for the advertising industry, however, these laws require all businesses that engage in certain advertising uses of consumer personal information to offer and honor an opt-out of such activities, including, in three states, through browser or device-based preference signals.

(Terminology varies slightly among some of the state laws, referring to such practices as “processing for targeted advertising” or “sales” or “sharing” of personal information, but the opt-out requirement exists under each state’s law.) Importantly, as a consequence of these data privacy-related obligations, the availability of data within our platform and the advertising ecosystem more broadly may decline, potentially making our platform and services less valuable to our clients.

California first passed an omnibus consumer privacy law in 2018.

Though updates to that law recently went into effect on January 1, 2023, enforcement activity under the initial law in 2022 revealed that regulators interpret “sales” broadly to include common advertising technology practices.

This enforcement activity, together with the updates to California’s laws and the new state laws that will take effect throughout 2023, will impact our practices and those of our clients and others in the advertising industry.

Recent enforcement activity by the California Attorney General also reflects a focus on online advertising activities and signals regulators’ willingness to pursue in-depth investigations and impose substantial penalties on entities allegedly operating in violation of the statute.

The California law (called the California Consumer Privacy Act or CCPA) also creates a potentially severe statutory damages framework for violations of the law and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.

Although the rulemaking process is still underway, the CCPA implementing regulations will likely increase compliance costs and obligations on us, our clients, and other companies in the advertising industry.

Thus, we expect that continuing to maintain compliance with California’s legal requirements, including monitoring and adjusting to new regulations and interpretations that affect our approach to compliance, will require significant time, resources, and expense, as will the effort to monitor whether additional changes to our business practices and our backend configuration are needed, all of which may increase operating costs, or limit our ability to operate or expand our business.

The privacy laws passed in Virginia, Colorado, Connecticut, and Utah, are structured somewhat differently from the CCPA but result in many of the same compliance obligations, and may similarly require significant time, resources, and expense to develop and maintain compliance.

The Colorado Privacy Act (“CPA”) and the Connecticut Act Concerning Personal Data Privacy and Online Monitoring will both take effect on July 1, 2023.

business model.

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 led, and may continue to 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.

As a result, our financial condition and results of operations may be adversely impacted.

Our operations are subject to a range of external factors related to the COVID-19 pandemic that are not within our control.

We have taken precautionary measures intended to minimize the risk of the spread of the virus to our employees, partners and clients, and the communities in which we operate.

A wide range of governmental restrictions has also been imposed on our employees, clients and partners’ physical movement to limit the spread of COVID-19.

There can be no assurance that precautionary measures, whether adopted by us or imposed by others, will be effective, and such measures could negatively affect our sales, marketing, and client service efforts, delay and lengthen our sales cycles, decrease our employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm our business and results of operations.

We have committed, and we plan to continue to commit, resources to grow our business, including to expand our international presence, employee base, and technology development, and such investments may not yield anticipated returns, particularly if worldwide business activity continues to be impacted by the COVID-19 pandemic.

New technologies and methods of buying advertising

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.

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

For example, suppliers may place restrictions on the use of their inventory, including prohibiting the placement of advertisements on behalf of specific advertisers.

Through the bidding process, we may not win the right to deliver advertising to the inventory that is selected through our platform and may not be able to replace inventory that is no longer made available to us.

As described above, public health crises may disrupt the operations of our 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.

For example, clients tend to devote more of their

We depend upon the sustained and uninterrupted performance of our platform to manage our inventory supply; bid on inventory for each campaign; collect, process and interpret data; optimize campaign performance in real time; and provide billing information to our financial systems.

If our platform cannot scale to meet demand, if there are errors in our execution of any of these functions on our platform or if we experience outages, then our business may be harmed.

We may also face material delays in introducing new services, products and enhancements.

If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing proprietary technology and systems may become obsolete.

Our platform is complex and multifaceted, and operational and performance issues could arise both from the platform itself and from outside factors.

While we have built redundancies in our systems, full redundancies do not exist.

Some failures will shut our platform down completely, others only partially.

Partial failures, which we have experienced in the past, could result in unauthorized bidding, cessation of our ability to bid or deliver impressions or deletion of our reporting, in each case resulting in unanticipated financial obligations or impact.

clients, and vendors.

For example, in the United States, a federal privacy law is the subject of active discussion and several bills have been introduced recently.

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

The CPRA, which 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.

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

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

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.

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.

“Do Not Track” has seen renewed emphasis from proponents of the CCPA, and the final regulations address browser-based or similar “do not sell” signals.

California’s CPRA and the Colorado Privacy Act similarly contemplate the use of technical opt outs for the sale and sharing of personal information for advertising purposes as well as to opt out of the use of sensitive information for advertising purposes and allows for rulemaking to develop these technical signals.

prohibit reverse engineering.

adverse media coverage, and other collateral consequences.

| | • | prohibit stockholder action by written consent until the outstanding shares of Class B common stock represent less than 50% of our outstanding voting power, which until such time requires all stockholder actions to be taken at a meeting of our stockholders; |

[removed: The] [added: *The] following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes to those statements included in “Item 8.

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

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

[removed: Overview][added: Overview]

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

[removed: In 2021, the gross spend on our] [added: Our] platform [removed: came from multiple channels] [added: allows clients to execute integrated campaigns across ad formats and channels,] including [removed: mobile,] video (which includes CTV), display, audio, [removed: native, digital-out-of-home] [added: digital-out-of-home, native] and [removed: social channels.][added: social, on a multitude of devices, such as computers, mobile devices, televisions and streaming devices.]

Our clients are [removed: primarily the] advertising [removed: agencies] [added: agencies, brands] and other service providers for advertisers, with whom we enter into ongoing MSAs.

[removed: Executive Summary][added: Executive Summary]

[removed: Highlights][added: Highlights]

| | | [removed: Year] [added: | Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | [removed: Change] | | | | [added: Change] | | | [added: | | | | | |]

| [removed: | | (in] [added: (in] millions, except [removed: percentages)] [added: percentages)] | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Net Income | | [added: |] $ | [removed: 138] [added: 53] | | | [added: | |] $ | [removed: 242] [added: 138] | | | [added: | |] $ | [removed: (104] [added: (85)] | [removed: )] | | | [removed: (43] | [removed: )%] [added: (62)] | [added: | % |]

| Gross Spend (1) | | [added: |] $ | [removed: 6,172] [added: 7,741] | | | [added: | |] $ | [removed: 4,199] [added: 6,172] | | | [added: | |] $ | [removed: 1,973] [added: 1,569] | | | | [removed: 47] | [added: 25 | |] % |

| [removed: |] (1) | [added: | |] 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 [removed: value] [added: amount] of a client’s purchases through our platform plus [removed: our] [added: the] platform fee we charge clients, which is a percentage of a client’s purchases through our platform. We expect our [removed: revenue] [added: take rate (revenue] as a percentage of gross [removed: spend, which is sometimes referred to as take rate,] [added: spend)] 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. | [added: | |]

[removed: Trends,] [added: Trends,] Opportunities and [removed: Challenges][added: Challenges]

In order to grow, we will need to continue to develop our platform’s programmatic capabilities and [added: expand our] advertising [removed: inventory.][added: inventory and data offerings.]

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

Similarly, the adoption of programmatic advertising by inventory owners and content providers allows us to expand the volume and type of advertising inventory [removed: that] we present to our clients.

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 [added: existing clients.]

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

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

The worldwide spread of COVID-19, including the emergence of [removed: variants, has] [added: variants and subvariants, as well as rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments have] resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by our clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time until [removed: the COVID-19 pandemic is contained, or] economic activity normalizes.

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

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

Risk Factors*” [added: in Part I of this Annual Report on Form 10-K] for further discussion of the adverse impacts of [removed: the COVID-19 pandemic] [added: macroeconomic factors] on our business.

[removed: Factors] [added: Factors] Affecting Our [removed: Performance][added: Performance]

[removed: Growth] [added: Growth] in and Retention of Client [removed: Spend][added: Spend]

However, over 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.

[removed: Ability] [added: Ability] to Expand our Omnichannel Reach, Including [removed: CTV and Digital Radio][added: CTV]

We enable the purchase of advertising inventory in a wide variety of [removed: formats, such as] [added: ad formats and channels, including video (which includes CTV),] display, [removed: mobile, video,] audio, [removed: social] [added: digital-out-of-home, native] and [removed: native.][added: social, on a multitude of devices, such as computers, mobile devices, televisions and streaming devices.]

Our future growth will depend on our ability to maintain and grow the inventory [removed: of,] and spend [removed: on, other channels] [added: across these channels,] in addition to [removed: display advertising.][added: continued growth in CTV.]

[removed: Growth] [added: Growth] of the Programmatic Advertising [removed: Market][added: Market]

[removed: Development] [added: Development] of International [removed: Markets][added: Markets]

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

To capitalize on this opportunity, we intend to continue investing in our presence [removed: internationally.]

[removed: Seasonality][added: Seasonality]

[removed: Components] [added: Components] of Our Results of [removed: Operations][added: Operations]

[removed: Revenue][added: Revenue]

We charge our clients a platform fee, which is generally a percentage of the [removed: client’s] [added: clients’] purchases through the platform.

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

We offer a self-service, cloud-based ad-buying platform that empowers our clients to plan, manage, optimize and measure more expressive data-driven digital advertising campaigns.

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| | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | 2022 | | | | | | 2021 | | | | | | $ | | | | | | % | | |

| Revenue | | | $ | 1,578 | | | | | $ | 1,197 | | | | | $ | 381 | | | | | 32 | | % |

________

| | | | | | |

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

We believe the markets outside of the United States, and in particular across China, India and Indonesia, offer opportunities for growth.

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COVID-19 and Other Macroeconomic Factors

During the year ended December 31, 2022, many of our employees adopted a hybrid work schedule consisting of both in-person work and working from home.

Additionally, we resumed travel and in-person events in accordance with applicable regional guidance.

These changes primarily began during the latter half of 2022.

Our costs and expenses may increase as we continue to increase office activity globally, further increase travel, participate in and hold more in-person meetings and events and increase capital expenditures for additional office space.

We continue to monitor the effects of the COVID-19 pandemic and take steps deemed appropriate to limit the impact on our business.

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internationally.

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General and administrative expenses also include stock-based compensation expense related to the CEO Performance Option, as defined below.

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| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

__________________

Revenue

The increase in personnel costs was due to an increase in headcount, as well as employee engagement costs, including in-person events that did not occur in the prior year.

The increase in data-related costs was primarily attributable to investments in new data providers.

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The increase was primarily due to higher interest income on our short-term investments driven by increased purchases and rising interest rates, partially offset by credit loss expense on available-for-sale securities.

Provision for (Benefit From) Income Taxes

For 2022,

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Subsequent to December 31, 2022, we amended our Credit Facility to transition from a variable interest rate based on LIBOR to a variable interest rate based on the secured overnight financing rate (“SOFR”).

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| | | | 2022 | | | | | | 2021 | | |

The decrease in prepaid expenses and other assets was primarily due to a decrease in the income tax receivable, including the receipt of an income tax refund, partially offset by current year estimated income tax payments.

We are a global technology company that empowers buyers of advertising.

Through our self-service, cloud-based platform, ad buyers can create, 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 devices and CTV.

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

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

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

_______

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

existing clients.

COVID-19

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

Platform Operations.

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.

Interest Expense.

Interest Income.

Foreign Currency Exchange Loss, Net.

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

________________

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

Sales and Marketing

Technology and Development

General and Administrative

The increase was primarily due to increases of $197.2 million in personnel costs and $6.4 million in allocated facilities costs.

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

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

The increase in prepaid expenses and other assets was attributable to an increase in the income tax receivable primarily related to the tax benefits associated with employee exercises of stock options, vesting of restricted stock units and refunds due from the taxing authorities relating to net operating loss carrybacks.

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

| Other contractual commitments | | | 60,833 | | | | 39,679 | | | | 100,512 | |

| Total | | $ | 114,823 | | | $ | 304,150 | | | $ | 418,973 | |

| | | | | | | | | | | | | |

For information regarding recent accounting pronouncements, refer to *Note 2—Basis of Presentation and Summary of Significant Accounting Policies*.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

We are exposed to market risk from changes in interest rates on our Credit Facility, which accrues interest at a variable [removed: rate.][added: rate, and our short-term investments.]

No amount was owed on our Credit Facility as of December 31, [removed: 2021.][added: 2022.]

Based upon the short-term investment amount as of December 31, [removed: 2021,] [added: 2022,] 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: $2.0] [added: $4] million annually.

[removed: Foreign] [added: Foreign] Currency Exchange Rate [removed: Risk][added: Risk]

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

As of December 31, [removed: 2021,] [added: 2022,] an immediate 10% adverse change in foreign exchange rates on foreign-denominated accounts would result in a foreign currency loss of approximately [removed: $26.3] [added: $35] million.

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

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[removed: Overview][added: Overview]

[removed: Through our self-service, cloud-based platform, ad buyers can create, manage and optimize more expressive data-driven digital advertising] [added: Our platform allows clients to execute integrated] campaigns across ad formats and channels, including [added: video (which includes connected TV (“CTV”)),] display, [removed: video,] audio, [added: digital-out-of-home,] native and social, on a multitude of devices, such as computers, mobile [removed: devices] [added: devices, televisions] and [removed: connected TV (“CTV”).][added: streaming devices.]

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

[removed: In 2021, the gross spend on our] [added: Our] platform [removed: came from multiple] [added: allows clients to execute integrated campaigns across various advertising] channels [added: and formats,] including [removed: mobile,] video (which includes CTV), display, audio, [removed: native, digital-out-of-home] [added: digital-out-of-home, native] and [removed: social channels.][added: social, on a multitude of devices, including computers, mobile devices, televisions and streaming devices.]

Our clients are [removed: primarily the] advertising [removed: agencies] [added: agencies, brands] and other service providers for advertisers, with whom we enter into ongoing master services agreements (“MSAs”).

[removed: Our Industry][added: Our Industry]

[added: Media is Increasingly Digital.] Media is increasingly [removed: becoming] digital as a result of advances in technology and changes in consumer behavior.

[removed: Since] [added: As] media [removed: is becoming] [added: becomes] increasingly digital, decisions based on consumer and behavioral data are more prevalent.

[added: Fragmentation of Audience.] As digital media grows, audience fragmentation is accelerating.

A growing “long tail” of mobile [removed: applications (apps),] [added: applications, social] media [removed: players, websites] [added: platforms, streaming services] and [removed: content] [added: websites] presents a challenge for advertisers trying to reach a large audience.

[removed: Mirroring the fragmentation occurring in content,] [added: Additionally,] the number of devices used by individual consumers has increased.

[added: Emergence of CTV.] We are witnessing a generational shift from linear TV to CTV with the convergence of the Internet and television programming.

New technologies allow more video content to be delivered [removed: more] seamlessly over the Internet, accelerating consumer demand to watch what they want, when they want and where they want.

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

We believe these technologies will continue to feed consumer demand for CTV [removed: (including] [added: and] mobile [removed: video)] [added: video] and bring about new opportunities for content owners and advertisers to connect with consumers.

[added: Increased Use of Data.] Advances in software and hardware, and the growing use of the Internet, have enabled the generation of user data at an unprecedented scale.

Advertisers can integrate this targeting data with their own [added: data] or an agency’s proprietary data relating to client attributes, the advertisers’ own store locations and other related characteristics.

Through the use of these types of data sources, together with real-time feedback on consumer reactions to the ads, programmatic advertising increases the value of impressions for [removed: advertisers and inventory owners, and viewers receive more relevant ads.]

[added: Automation of Ad Buying.] The growing complexity of digital advertising [removed: has] [added: and the laws and rules that govern it have] increased the need for automation.

Technology that enables fast, accurate and cost-effective [removed: decision-making] [added: decision making] through the application of computer algorithms that use extensive data sets has become critical for the success of digital advertising campaigns.

Digital Advertising [removed: Ecosystem][added: Ecosystem]

The digital advertising [removed: eco-system] [added: ecosystem] is divided into buyers, sellers and marketplaces, which can be further segmented on the basis of whether participants provide services or technology.

We believe that participants on the [removed: buy-side] [added: buy side] or [removed: sell-side] [added: sell side] should be advocates for their buyers or sellers, while those in the marketplace business should act as a referee or have market-driven incentives to protect or enhance the integrity of the marketplace.

[removed: What] [added: What] We [removed: Do][added: Do]

We empower ad buyers, by providing a self‑service [removed: omnichannel software] [added: cloud-based ad-buying] platform that enables our clients to [removed: purchase] [added: plan, manage, optimize] and [removed: manage] [added: measure] data‑driven digital advertising campaigns.

[removed: | | • | We Are an Enabler, Not a Disruptor. With our platform, we enable advertising agencies and other service providers.] Advertisers can benefit from a comprehensive solution that combines our platform with the services provided by advertising agencies. [removed: |]

[removed: | | • | We Do Not Arbitrage Advertising Inventory. To further align our interests with those of our clients, we do not buy advertising inventory in order to resell it to our clients for a profit.] Instead, we provide our clients with a platform that allows them to manage their omnichannel advertising campaigns, on a [removed: self-serve] [added: self-service] basis with robust reporting. [removed: With our platform, our clients control their campaign spend and are able to access and choose from many inventory sources. |]

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

[removed: | | • | We] [added: - 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 fee and detailed performance metrics on their advertising campaigns. [removed: Our clients directly access and execute campaigns on our platform, control all facets of inventory purchasing 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 providers and channels. |]

[removed: | | • | 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 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 use or other use cases. [removed: 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]

[removed: Our] [added: At the core of our platform is our] bid-factor-based [removed: system] [added: architecture that] allows users to define desirable factors and the value associated with those factors.

Based on these factors, our platform can compute [removed: in real-time] the value of impressions [added: in real time] and bid only for optimal impressions.

Our platform is [removed: useful] [added: powerful] and [removed: user-friendly based on the following:][added: user friendly:]

[removed: | | • | Easy] [added: - Easy] to Use, Open and Customizable. Our platform provides [removed: multiple,] [added: multiple] easy-to-use automation tools that help our users focus on managing the key [removed: factors affecting] [added: elements of] their campaigns. [removed: Our platform also enables clients to integrate custom features and interfaces for their own use through our APIs. |]

[removed: | | • | Expressiveness.] [added: - Expressiveness.] Our platform allows clients to easily define and manage advertising campaigns with multiple targeting parameters that could result in quadrillions of permutations, which we refer to as expressiveness. [removed: We believe that expressiveness provides clients with the ability to target audiences with an extremely high level of precision and thus obtain higher returns on their advertising spend. |]

[removed: | | • | Integrated, Omnichannel and Cross-Device.] Our [removed: platform provides integrated access to a wide range of omnichannel inventory and data sources, as well as third-party services such as ad servers, ad verification services and survey vendors. Our] platform’s integration of these sources and services enables our clients to deploy their budgets through a wide variety of channels, media screens and formats, targeted in their desired manner, through a single platform. [removed: |]

[removed: | | • | Auto-Optimization.] [added: - Auto Optimization.] We provide auto-optimization features that allow buyers to automate their campaigns and support them with [removed: computer generated] [added: computer-generated] modeling and decision making. [removed: In addition, by giving clients full reporting, budgeting, and bidding transparency, clients can take control of targeting variables when desired, and apply algorithmic automation when appropriate. |]

[removed: | | • | Advanced] [added: - 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 type and geography. [removed: Better reporting results in better learning, often leading to better campaign optimization and outcomes. |]

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

The Trade Desk, Inc. (the “Company,” “we,” “our,” or “The Trade Desk”) offers a self-service, cloud-based ad-buying platform that empowers our clients to plan, manage, optimize and measure more expressive data-driven digital advertising campaigns.

We believe that several trends in the advertising industry, happening in parallel, will result in programmatic advertising – the buying and selling of advertising inventory using algorithmic software that automates the process -- being the predominant means by which companies reach consumers online and through connected devices.

Consumers are increasingly shifting their viewing habits to decentralized CTV providers from traditional linear television, and CTV providers are increasingly providing customers with more choices by offering ad-supported subscription options.

We believe these shifts will incentivize content owners to provide more relevant ads using data-driven advertising.

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advertisers and inventory owners, and viewers receive more relevant ads.

At the same time, new laws and self-regulatory rules governing the collection, use, and disclosure of personal information continue to impact these practices.

- We Are Focused on the Buy Side. We focus on buyers since they control the advertising budgets.

Also, the supply of digital advertising inventory exceeds demand, and accordingly, we believe it is a buyer’s market.

We also believe that by aligning our core offerings with buyers, we are able to avoid conflicts of interest that exist when serving both the buy side and sell side.

This focus allows us to build trust with clients, many of whom leverage their proprietary data on our platform.

That trust and ability to use their own data on our platform, without worrying about it being used by other participants, enables our clients and their advertisers to achieve better results.

This trust provides us with the benefit of long-term and stable relationships with our clients.

- We Are an Enabler, Not a Disruptor. With our platform and related offerings, we enable advertising agencies and other service providers.

- 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 third-party data providers 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 protocols governing the ingestion of client first-party data into our data management platform, our clients trust us with their most granular and expressive data.

Our technology platform enables an effective use of this data, allowing our clients to run precisely targeted advertising campaigns that help 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 (subject to appropriate consumer choices).

The breadth of data that we make available on our data marketplace from numerous data sources across channels gives our clients a holistic view of their target audiences, enabling more effective targeting across different channels.

- We Do Not Arbitrage Advertising Inventory. To further align our interests with those of our clients, we do not buy advertising inventory in order to resell it to our clients for a profit.

With our platform, our clients control their campaign spend and are able to access and choose from many inventory sources.

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- We Have Ongoing Relationships with Clients. We derive substantially all of our revenue from ongoing MSAs with our clients, rather than episodic insertion orders.

Our clients directly access and execute campaigns on our platform and control all facets of inventory purchasing decisions.

Clients also receive detailed, real-time reporting on all their advertising campaigns.

By providing transparent information on our platform, we enable our clients to continually compare results and target their budgets toward the most effective advertising inventory, data providers and channels.

- We Are an Open Platform. Clients can customize and build their own features on top of our platform.

For example, clients may use our APIs to design their own user interface, bulk manage advertising campaigns and link other systems, including ad servers or reporting tools.

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.

Our platform also enables clients to integrate custom features and interfaces for their own use through our APIs.

We believe that expressiveness provides clients with the ability to target audiences with an extremely high level of precision and thus obtain higher returns on their advertising spend.

- Integrated, Omnichannel and Cross Device. Our platform provides integrated access to a wide range of omnichannel inventory and data sources, as well as third-party services such as ad servers, ad-verification services and survey vendors.

In addition, by giving clients full reporting, budgeting and bidding transparency, clients can take control of targeting variables when desired, and apply algorithmic automation when appropriate.

Better reporting results in better learning, often leading to better campaign optimization and outcomes.

- Data Management and Measurement Tools. Our platform enables clients to utilize multiple data sets, including from an extensive selection of third-party vendors, in a seamless and easy manner, allowing

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them to further optimize their campaigns with highly relevant data.

Advertisers can then choose which optimizations make the most sense for their campaigns.

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

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

We believe that several trends in the advertising industry, happening in parallel, are driving a shift to programmatic advertising – the selling and buying of advertising inventory electronically.

Media is Becoming Digital.

We believe that the market is evolving and that advertisers will shift more spend to digital media.

Fragmentation of Audience.

Audience fragmentation has substantially impacted TV content distribution, perhaps more than any other channel, which we believe is changing how TV advertising inventory is monetized.

Convergence of TV and the Internet.

Increased Use of Data.

Automation of Ad Buying.

We believe that there are inherent conflicts of interest when market participants serve both buyers and sellers.

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 devices and CTV.

| | • | We Are Exclusively Focused on the Buy-Side. We focus on buyers since they control the advertising budgets. Also, the supply of digital advertising inventory exceeds demand, and accordingly, we believe it is a buyer’s market. We also believe that by aligning our business only with buyers, we are able to avoid inherent conflicts of interest that exist when serving both the buy-side and sell-side. This focus allows us to build trust with clients, many of whom leverage their proprietary data on our platform. That trust and ability to use their own data on our platform, without worrying about it being used by other participants, enables our clients and their advertisers to achieve better results. This trust provides us the benefit of long-term and stable relationships with our clients. |

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

| | • | 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 third-party data providers 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 protocols governing the ingestion of client first-party data 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. |

At the core of our platform is our bid-factor based architecture, which we believe has advantages over line-item based architectures that other buy-side systems use.

| | • | use our user interface and APIs to build their own proprietary technology on top of our platform. |

purchasing decisions are made, and relationships with advertisers are located, at the agency, local branch or division level.

The MSAs are typically terminable at any time upon 60 days’ notice by either party.

lowest level of such activity.

For example, the California Consumer Privacy Act of 2018 (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 data, if there is potential that individuals can be identified by such data.

The CCPA also offers the possibility to a consumer to recover statutory damages for certain violations and could open the door more broadly to additional risks of individual and class-action lawsuits even though the statute’s private right of action is limited in scope.

There have been many class action lawsuits filed invoking the CCPA outside of the private right of action provided for by the law.

It is unclear at this point whether any of these claims will be accepted by the courts.

In addition, the recently-passed California Privacy Rights Act, or CPRA, as well as similar laws adopted in Virginia and Colorado, will impose additional notice and opt out obligations on the digital advertising space, including an obligation to provide a prominent opt out for behavioral advertising.

When the CPRA, Virginia, and Colorado laws go into full effect in 2023, they will impose additional restrictions on us and on our industry partners; it is difficult to predict with certainty the full effect of these laws and their implementing regulations on the industry.

The General Data Protection Regulation (“GDPR”), which applies to us, came into effect on May 25, 2018.

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.

Further, other European regulators have questioned the framework’s viability and activists have filed complaints with regulators of alleged non-compliance by specific companies that employ the framework.

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

As the collection and use of data for digital advertising has received media attention over the past several years, some government regulators, such as the FTC, and privacy advocates have suggested creating a “Do Not Track” standard that would allow Internet users to express a preference, independent of cookie settings in their browser, not to have their online browsing activities tracked.

The CPRA and new Colorado consumer privacy law similarly contemplate the use of technical opt outs for the sale and sharing of personal information for advertising purposes, and allow for rulemaking to develop these technical signals.

[removed: We are not currently a party to any] [added: Although the outcome of the various] legal proceedings, litigation [added: and claims cannot be predicted with certainty, management does not believe that any of these proceedings] or [removed: claims, which, if determined adversely to us, would] [added: other claims will] have a material adverse effect on our business, financial condition, results of operations or cash flows.

[removed: We may from] [added: From] time to time, [removed: be party] [added: we are subject] to [added: various legal proceedings,] litigation and [removed: subject to claims incident to] [added: claims, either asserted or unasserted, that arise in] the ordinary course of business.

The [removed: complaint alleges] [added: two complaints allege] generally that the [removed: Defendants] [added: defendants] breached their fiduciary duties to [added: us and] our stockholders in connection with the negotiation and approval of the [removed: amendments to our certificate of incorporation and related matters voted on at the Special Meeting of Stockholders held on December 22, 2020.][added: CEO Performance Option.]

On [removed: February 1,] [added: November 10,] 2022, the [removed: Defendants] [added: plaintiffs filed a consolidated complaint, and on January 12, 2023, the defendants] moved to dismiss the [added: consolidated] complaint.

[removed: However, litigation] [added: Litigation] is inherently uncertain and there can be no assurance regarding the likelihood that the [removed: Defendants’] [added: motions to dismiss or] defense of the [removed: action] [added: various actions] will be successful.

On May 27, 2022, a stockholder filed a derivative lawsuit captioned *Huizenga v.

Green, et al.*, No. 2022-0461, asserting claims on our behalf against certain members of our board of directors in the Court of Chancery of the State of Delaware.

On June 27, 2022, a second derivative lawsuit captioned *Pfeiffer v.

Green, et al.*, No. 2022-0560, was filed in the Court of Chancery of the State of Delaware alleging substantially similar claims.

Those lawsuits were consolidated on August 18, 2022, and a lead plaintiff was appointed on October 7, 2022.

The plaintiffs seek a court order rescinding the CEO Performance Option and monetary damages.

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 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.

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.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: (Mark One)][added: (Mark One)]

| [removed: ☒] [added: x] | [removed: ANNUAL] [added: | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2021][added: 2022]

| [removed: ☐] [added: ¨] | [removed: TRANSITION] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the transition period [removed: from] [added: from__________] to [added: ___________]

[removed: Commission] [added: Commission] File Number [removed: 001-37879][added: 001-37879]

[removed: ][added: ]

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

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 27-1887399] | [added: 27-1887399 | | |]

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] | [added: (I.R.S. Employer Identification No.) | | |]

Chestnut [removed: Street][added: Street]

[removed: Ventura,] [added: Ventura,] California [removed: 93001][added: 93001]

[removed: (Address] [added: (Address] of principal executive offices, including zip [removed: code)][added: code)]

[removed: (805) 585-3434][added: (805) 585-3434]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Trading Symbol] | | [removed: Name] [added: | | Trading Symbol | | | | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]

| [removed: Class] [added: Class] A Common Stock, par value $0.000001 per [removed: share] [added: share] | | [removed: TTD] | | [removed: The] [added: | | TTD | | | | | | The] Nasdaq Stock Market [removed: LLC] [added: LLC] | [added: | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

Yes [removed: ☒] [added: x] No [removed: ☐][added: ¨]

Yes [removed: ☐] [added: ¨] No [removed: ☒][added: x]

| Large accelerated filer | | [removed: ☒] | [added: x] | [added: | |] Accelerated filer | | [removed: ☐] | [added: ¨ | | |]

| Non-accelerated filer | | [removed: ☐] | [added: ¨] | [added: | |] Smaller reporting company | | [removed: ☐] | [added: ¨ | | |]

| Emerging growth company | | [removed: ☐] | [added: ¨] | | | | [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: 2021,] [added: 2022,] based on the closing sales price for the Registrant’s Class A common stock, as reported on the Nasdaq Global Market, was approximately [removed: $33,366,438,121.][added: $18,431,645,367.]

As of January 31, [removed: 2022,] [added: 2023,] there were [removed: 440,597,630] [added: 446,505,568] shares of the registrant’s Class A common stock outstanding and [removed: 44,234,950] [added: 44,289,230] shares of the registrant’s Class B common stock outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant’s Proxy Statement for the [removed: 2022] [added: 2023] 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: 2021.][added: 2022.]

[removed: ANNUAL] [added: ANNUAL] REPORT ON FORM [removed: 10-K][added: 10-K]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | | | [removed: Page] | [added: | Page | | |]

[removed: | [Special Note About Forward-Looking Statements](#SPECIAL_NOTE_ABOUT_FORWARDLOOKING_STATEM) | | | | 3 |][added: SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS]

[removed: | Part I | | | | |][added: PART I]

| [removed: Item 1.] [added: [Item 1.](#i456526f3bdb148da84e43600cc8aa7bf_16)] | | [removed: [Business](#ITEM_1_BUSINESS)] | [added: [Business](#i456526f3bdb148da84e43600cc8aa7bf_16)] | [removed: 5] | [added: | [5](#i456526f3bdb148da84e43600cc8aa7bf_16) | | |]

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

____________________________________________

____________________________________________

| | | | | | |

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

OR

| | | | | | |

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

____________________________________________

____________________________________________

| | | | | | |

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

42 N.

____________________________________________

| | | | | | | | | | | | | | | |

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

____________________________________________

Yes x No ¨

Yes x No ¨

| | | | | | | | | | | | |

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

THE TRADE DESK, INC.

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

| | | | | | | | | |

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

| | | | | | | | | |

| | | | | | | | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent](#i456526f3bdb148da84e43600cc8aa7bf_600) [Inspections](#i456526f3bdb148da84e43600cc8aa7bf_600) | | | [81](#i456526f3bdb148da84e43600cc8aa7bf_600) | | |

| | | | | | | | | |

| | | | | | | | | |

| [Part IV](#i456526f3bdb148da84e43600cc8aa7bf_169) | | | | | | | | |

| | | | | | | | | |

| [Signatures](#i456526f3bdb148da84e43600cc8aa7bf_178) | | | | | | [86](#i456526f3bdb148da84e43600cc8aa7bf_178) | | |

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

- The market for programmatic buying for advertising campaigns is relatively new and evolving.

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

- Current or future global market uncertainties or downturns and associated macroeconomic conditions beyond our control could adversely affect our business, financial condition and results of operations.

| --- | --- |

OR

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

42 N.

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

| | | | | |

| [Signatures](#SIGNATURES) | | | | 78 |

PART I

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

[removed: PART II][added: PART II]

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

[removed: Holders] [added: Holders] of [removed: Record][added: Record]

As of January 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 24] [added: 20] holders of record of our Class A common stock and [removed: 17] [added: 14] holders of record of our Class B common stock.

[removed: Dividend Policy][added: Dividend Policy]

In addition, our [removed: credit facility] [added: Credit Facility (as defined below)] contains restrictions on our ability to pay dividends.

[removed: Securities] [added: Securities] Authorized for Issuance Under Equity Compensation [removed: Plans][added: Plans]

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

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

The following graph compares the cumulative total stockholder return on an initial investment of $100 in our Class A common stock between December 31, [removed: 2016,] [added: 2017,] and December 31, [removed: 2021,] [added: 2022,] with the comparative cumulative total returns of the Standard & Poor’s (S&P) 500 Index, Nasdaq 100 Index and Russell 3000 Index over the same period.

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

The graph assumes the closing market price on December 31, [removed: 2016,] [added: 2017,] of [removed: $2.77] [added: $4.57] per share as the initial value of our Class A common stock after retroactive adjustment for the Stock Split.

[removed: ][added: ]

The information required by this item will be included in our proxy statement relating to our 2023 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, 2022 (the “Proxy Statement”) and is incorporated herein by reference.

None.

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

Russell 3000 Index assumes reinvestment of dividends.

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.

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

| | | [removed: Page] | [added: Page] | [added: | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC) (PCAOB ID 238)] [added: Firm](#i456526f3bdb148da84e43600cc8aa7bf_82) [(PCAOB ID](#i456526f3bdb148da84e43600cc8aa7bf_82) 238[)](#i456526f3bdb148da84e43600cc8aa7bf_82)] | | | [removed: 49] [added: [55](#i456526f3bdb148da84e43600cc8aa7bf_82)] | [added: | |]

[removed: | [Consolidated Balance Sheets](#CONSOLIDATED_BALANCE_SHEETS) | | | 51 |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [Consolidated Statements of Operations](#CONSOLIDATED_STATEMENTS_OPERATIONS) | | | 52 |][added: CONSOLIDATED STATEMENTS OF OPERATIONS]

[removed: | [Consolidated Statements of Stockholders’ Equity](#CONDENSED_CONSOLIDATED_STATEMENTS_STOCKH) | | | 53 |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY]

[removed: | [Consolidated Statements of Cash Flows](#CONSOLIDATED_STATEMENTS_CASH_FLOWS) | | | 54 |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Notes to Consolidated Financial Statements](#NOTES) | | | 55 |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated balance sheets of The Trade Desk, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, of [removed: stockholders’] [added: stockholders'] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

[removed: Revenue] [added: *Revenue] Recognition – Platform [removed: Fees][added: Fees*]

For the year ended December 31, [removed: 2021,] [added: 2022,] the Company’s revenue was [removed: $1,196] [added: $1,578] million.

[removed: CONSOLIDATED BALANCE SHEETS][added: | [Consolidated Balance Sheets](#i456526f3bdb148da84e43600cc8aa7bf_85) | | | [57](#i456526f3bdb148da84e43600cc8aa7bf_85) | | |]

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

| | | [removed: As] [added: | As] of December [removed: 31,] [added: 31,] | | | | | | | [added: | |]

| | | [removed: 2021] | [added: 2022] | | | [removed: 2020] | | | [added: 2021 | | | | | | 2020 | | |]

| [removed: ASSETS] [added: ASSETS] | | | | | | | | | [added: | | |]

| Current assets: | | | | | | | | | [added: | | |]

| Cash and cash [removed: equivalents] [added: equivalents—Beginning of year] | | [removed: $] | 754,154 | | | [removed: $] | [added: | |] 437,353 | | [added: | | | | 130,876 | | |]

| Short-term investments, net | | | [removed: 204,625] [added: 416,080] | | | | [removed: 186,685] | | [added: 204,625 | | |]

| Accounts receivable, net of allowance for credit losses of [removed: $7,374] [added: $10,477] and [removed: $7,253] [added: $7,374] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 2,020,720] [added: 2,347,195] | | | | [removed: 1,584,109] | | [added: 2,020,720 | | |]

| Prepaid expenses and other current assets | | | [removed: 112,150] [added: 51,836] | | | | [removed: 102,170] | | [added: 112,150 | | |]

| TOTAL CURRENT ASSETS | | | [removed: 3,091,649] [added: 3,845,617] | | | | [removed: 2,310,317] | | [added: 3,091,649 | | |]

| Property and equipment, net | | | [removed: 135,856] [added: 173,759] | | | | [removed: 115,863] | | [added: 135,856 | | |]

| Operating lease assets | | | [removed: 234,091] [added: 220,396] | | | | [removed: 248,143] | | [added: 234,091 | | |]

| Deferred income taxes | | | [removed: 68,244] [added: 94,028] | | | | [removed: 50,168] | | [added: 68,244 | | |]

| Other assets, non-current | | | [removed: 47,500] [added: 46,879] | | | | [removed: 29,154] | | [added: 47,500 | | |]

| TOTAL ASSETS | | [added: |] $ | [removed: 3,577,340] [added: 4,380,679] | | | [added: | |] $ | [removed: 2,753,645] [added: 3,577,340] | |

| [removed: LIABILITIES] [added: LIABILITIES] AND STOCKHOLDERS’ [removed: EQUITY] [added: EQUITY] | | | | | | | | | [added: | | |]

| [removed: LIABILITIES] [added: LIABILITIES] | | | | | | | | | [added: | | |]

| Current liabilities: | | | | | | | | | [added: | | |]

| Accounts payable | | [added: |] $ | [removed: 1,655,684] [added: 1,871,419] | | | [added: | |] $ | [removed: 1,348,480] [added: 1,655,684] | |

| Accrued expenses and other current liabilities | | | [removed: 101,472] [added: 105,474] | | | | [removed: 88,335] | | [added: 101,472 | | |]

| | | | | | |

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

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

February 15, 2023

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

| | | | | | | | | | | | |

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

| | | | 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | 1,030,506 | | | | | $ | 754,154 | |

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

THE TRADE DESK, INC.

| | | | | | | | | | | | | | | | | | |

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[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

THE TRADE DESK, INC.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Balance as of December 31, 2022 | | | 490,468 | | | | | | $ | — | | | | | $ | 1,449,825 | | | | | $ | 665,514 | | | | | $ | 2,115,339 | |

____________

| | | | | | |

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

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

THE TRADE DESK, INC.

(In thousands)

| | | | | | | | | | | | | | | | | | |

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

| Net income | | | $ | 53,385 | | | | | $ | 137,762 | | | | | $ | 242,317 | |

| Tenant improvements paid by lessor | | | $ | 1,453 | | | | | $ | — | | | | | $ | — | |

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

THE TRADE DESK, INC.

As of December 31, 2022, the impacts to the Company’s business due to the coronavirus (“COVID-19”) pandemic, geopolitical developments and macroeconomic factors, such as rising interest rates, inflation, changes in foreign currency exchange rates and supply chain disruptions, continue to evolve.

The Company charges its clients a platform fee, which is a

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

percentage of a client’s purchases through the platform.

From time to time, the Company may enter into agreements with data suppliers where the purchased data is used to inform and improve the platform, generally at no additional charge to customers outside of the standard fees.

Costs associated with this data (“data-related costs”) are recorded in platform operations expense.

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

(“QPS”), purchasing data used to inform and improve the platform and providing support to clients.

Stock-based compensation in general and administrative expenses also includes expense related to the CEO Performance Option, which was granted in 2021.

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

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

February 16, 2022

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

| | | | | | | | | |

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

| | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

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

| | | Class A and B | | | | | | | | Additional | | | | | | | | Total | | |

| Balance as of December 31, 2018 | | | 438,642 | | | $ | — | | | $ | 270,447 | | | $ | 124,120 | | | $ | 394,567 | |

__________

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

| Cash and cash equivalents—Beginning of year | | | 437,353 | | | | 130,876 | | | | 207,232 | |

As of December 31, 2021, the impact of the Coronavirus (“COVID-19”) pandemic on the Company’s business continues to evolve.

Platform Operations.

Sales and Marketing.

Technology and Development.

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.

General and Administrative.

Expected Term.

Volatility.

Dividend Yield.

_________________

On January 1, 2019, the Company adopted ASU No. 2016-02, codified as ASC 842, using the modified retrospective adoption approach.

The Company elected the transition option provided by ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, to not restate comparative periods, but rather to initially adopt the requirements of ASC 842 on January 1, 2019.

The most significant impact of the adoption of ASC 842 resulted in the recognition of operating lease right-of-use assets (“operating lease assets”) of approximately $41 million, net of deferred rent and direct costs, and operating lease liabilities of approximately $47 million on its consolidated balance sheet.

The impact on the Company’s consolidated statements of operations and cash flows was not material.

ASC 842 provides various optional transition practical expedients.

Upon transition to ASC 842, the Company elected the use of the package of practical expedients to not reassess: whether a contract is or contains a lease, lease classification and indirect costs.

The Company did not elect the hindsight practical expedient in transition.

In 2019, two holding companies accounted for 13% and 10% of Gross Billings.

As of December 31, 2020, no supplier accounted for more than 10% of consolidated accounts payable.

Recent Accounting Pronouncements

In December 2019, the FASB issued Accounting Standard Update No. 2019-12*, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12)*, which simplifies the accounting for income taxes.

The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, *Reference Rate Reform (Topic 848)* (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate or by another reference rate expected to be discontinued.

The amendments are effective for all entities through December 31, 2022 and can be adopted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020.

The adoption of the amendment did not have a material impact on the Company’s consolidated financial statements.

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

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 Exchange Act, as of December 31, [removed: 2021.][added: 2022.]

Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, [removed: summarized,] [added: summarized] and reported within the time periods specified in the SEC’s rules and forms.

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: 2021.][added: 2022.]

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which appears *in “Item 8.

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

There have been no significant changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Inherent] [added: Inherent] Limitations on Effectiveness of [removed: Controls][added: Controls]

[removed: These inherent limitations include the] realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake.

These inherent limitations include the

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

PART III

Not applicable.

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

PART III

The information required by this item will be included in our proxy statement relating to our [removed: 2022] [added: 2023] 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: 2021] [added: 2022] (the “Proxy Statement”) and is incorporated herein by reference.

We have a code of business ethics and conduct that applies to all of our employees, including our Principal Executive Officer, Principal Financial Officer, Principal Accounting [removed: Officer,] [added: Officer] and our Board of Directors.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our investor relations website under the heading [removed: “Leadership &] [added: “] Governance” at http://investors.thetradedesk.com.

[removed: PART IV][added: PART IV]

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

| [removed: Exhibit] [added: Exhibit Number] | | | | [removed: Incorporated] [added: | | | | | | | | Incorporated] by [removed: Reference] [added: Reference] | | | | | | | [removed: Filed] | [added: | | | | | | | | | | | | | Filed Herewith | | |]

| [removed: Number] | | [removed: Exhibit Description] | [added: Exhibit Description] | [removed: Form] | | [removed: Filing Date] | | [removed: Number] | [added: Form] | | [removed: Herewith] | [added: | | | Filing Date | | | | | | Number | | | | | | | | | | | | | | |]

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

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

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

| 4.2 | | [added: | | | |] [Form of Class A Common Stock [removed: Certificate.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-4_2.htm)] [added: Certificate.](https://www.sec.gov/Archives/edgar/data/1671933/000104746916015272/a2229540zex-4_2.htm)] | | [added: | | | |] S-1/A | | [added: | | | |] 9/6/2016 | | [added: | | | |] 4.2 | | | | [added: | | | | | | | |]

| 4.3 | | [added: | | | |] [Form of Class B Common Stock [removed: Certificate.](http://www.sec.gov/Archives/edgar/data/0001671933/000110465916146150/a16-18790_1ex4d4.htm)] [added: Certificate.](https://www.sec.gov/Archives/edgar/data/1671933/000110465916146150/a16-18790_1ex4d4.htm)] | | [added: | | | |] S-8 | | [added: | | | |] 9/22/2016 | | [added: | | | |] 4.4 | | | | [added: | | | | | | | |]

| 4.4 | | [added: | | | |] [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex44_118.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/exhibit4_4-exx44.htm)] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] X | [added: | |]

| 10.1* | | [added: | | | |] [Loan and Security Agreement, dated as of June 15, 2021, among The Trade Desk, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021033262/ttd-ex101_6.htm) | | [added: | | | |] 8-K | | [added: | | | |] 6/16/2021 | | [added: | | | |] 10.1 | | | | [added: | | | | | | | |]

| 10.2* | | [added: | | | |] [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 [removed: agent](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex102_48.htm).] [added: agent.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex102_48.htm)] | | | | | | [added: 10-K] | | | [removed: X] | [added: | | 2/16/2022 | | | | | | 10.2 | | | | | | | | | | | |]

| [removed: 10.3(a)+] [added: 10.4(a)+] | | [added: | | | |] [The Trade Desk, Inc. 2010 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_5a.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1671933/000104746916015272/a2229540zex-10_5a.htm)] | | [added: | | | |] S-1/A | | [added: | | | |] 9/6/2016 | | [added: | | | |] 10.5 | [added: | |] (a) | | | [added: | | | | | |]

| [removed: 10.3(b)+] [added: 10.4(b)+] | | [added: | | | |] [Form of Stock Option Agreement under The Trade Desk, Inc. 2010 Stock [removed: Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_5b.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1671933/000104746916015272/a2229540zex-10_5b.htm)] | | [added: | | | |] S-1/A | | [added: | | | |] 9/6/2016 | | [added: | | | |] 10.5 | [added: | |] (b) | | | [added: | | | | | |]

| [removed: 10.3(c)+] [added: 10.4(c)+] | | [added: | | | |] [Exercise Notice under The Trade Desk, Inc. 2010 Stock Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_5c.htm) | | [added: | | | |] S-1/A | | [added: | | | |] 9/6/2016 | | [added: | | | |] 10.5 | [added: | |] (c) | | | [added: | | | | | |]

| [removed: 10.4(a)+] [added: 10.5(a)+] | | [added: | | | |] [The Trade Desk, Inc. 2015 Equity Incentive Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_6a.htm) | | [added: | | | |] S-1/A | | [added: | | | |] 9/6/2016 | | [added: | | | |] 10.6 | [added: | |] (a) | | | [added: | | | | | |]

| [removed: 10.4(b)+] [added: 10.5(b)+] | | [added: | | | |] [First Amendment to The Trade Desk, Inc. 2015 Equity Incentive Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000110465916146150/a16-18790_1ex99d2.htm) | | [added: | | | |] S-8 | | [added: | | | |] 9/22/2016 | | [added: | | | |] 99.2 | | | | [added: | | | | | | | |]

| [removed: 10.4(c)+] [added: 10.5(c)+] | | [added: | | | |] [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) | | [added: | | | |] S-1/A | | [added: | | | |] 9/6/2016 | | [added: | | | |] 10.6 | [added: | |] (b) | | | [added: | | | | | |]

| [removed: 10.4(d)+] [added: 10.5(d)+] | | [added: | | | |] [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) | | [added: | | | |] S-1/A | | [added: | | | |] 9/6/2016 | | [added: | | | |] 10.6 | [added: | |] (c) | | | [added: | | | | | |]

| [removed: 10.4(e)+] [added: 10.5(e)+] | | [added: | | | |] [Exercise Notice under The Trade Desk, Inc. 2015 Equity Incentive Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_6d.htm) | | [added: | | | |] S-1/A | | [added: | | | |] 9/6/2016 | | [added: | | | |] 10.6 | [added: | |] (d) | | | [added: | | | | | |]

| [removed: 10.5(a)+] [added: 10.6(a)+] | | [added: | | | |] [The Trade Desk, Inc. 2016 Incentive Award Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015074/a2229525zex-10_7a.htm) | | [added: | | | |] S-1 | | [added: | | | |] 8/22/2016 | | [added: | | | |] 10.7 | [added: | |] (a) | | | [added: | | | | | |]

| [removed: 10.5(b)+] [added: 10.6(b)+] | | [added: | | | |] [Form of Stock Option Agreement under The Trade Desk, Inc. 2016 Incentive Award Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015074/a2229525zex-10_7b.htm) | | [added: | | | |] S-1 | | [added: | | | |] 8/22/2016 | | [added: | | | |] 10.7 | [added: | |] (b) | | | [added: | | | | | |]

| [removed: 10.5(c)+] [added: 10.6(c)+] | | [added: | | | |] [Form of Restricted Stock Award Agreement under The Trade Desk, Inc. 2016 Incentive Award Plan.](http://www.sec.gov/Archives/edgar/data/1671933/000110465916164589/a16-23917_1ex10d1.htm) | | [added: | | | |] 8-K | | [added: | | | |] 12/30/2016 | | [added: | | | |] 10.1 | | | | [added: | | | | | | | |]

| [removed: 10.5(d)+] [added: 10.6(d)+] | | [added: | | | |] [Form of Restricted Stock Unit Award Agreement under The Trade Desk, Inc. 2016 Incentive Award Plan.](http://www.sec.gov/Archives/edgar/data/1671933/000110465916164589/a16-23917_1ex10d2.htm) | | [added: | | | |] 8-K | | [added: | | | |] 12/30/2016 | | [added: | | | |] 10.2 | | | | [added: | | | | | | | |]

| [removed: 10.6+] [added: 10.7+] | | [added: | | | |] [The Trade Desk, Inc. 2016 Employee Stock Purchase Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000110465916146150/a16-18790_1ex99d5.htm) | | [added: | | | |] S-8 | | [added: | | | |] 9/22/2016 | | [added: | | | |] 99.5 | | | | [added: | | | | | | | |]

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

| [removed: 10.8+] [added: 10.9+] | | [added: | | | |] [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) | | [added: | | | |] 10-Q | | [added: | | | |] 5/11/2017 | | [added: | | | |] 10.2 | | | | [added: | | | | | | | |]

| [removed: 10.9+] [added: 10.10+] | | [added: | | | |] [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) | | [added: | | | |] 10-Q | | [added: | | | |] 5/11/2017 | | [added: | | | |] 10.3 | | | | [added: | | | | | | | |]

| [removed: 10.10+] [added: 10.11+] | | [added: | | | |] [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) | | [added: | | | |] 8-K | | [added: | | | |] 11/15/2019 | | [added: | | | |] 10.1 | | | | [added: | | | | | | | |]

| [removed: 10.11+] [added: 10.12+] | | [added: | | | |] [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) | | [added: | | | |] 8-K | | [added: | | | |] 11/15/2019 | | [added: | | | |] 10.2 | | | | [added: | | | | | | | |]

| [removed: 10.12+] [added: 10.13+] | | [added: | | | |] [Employment Agreement, dated as of August 24, 2020 between The Trade Desk, Inc. and Jay Grant.](http://www.sec.gov/Archives/edgar/data/1671933/000156459020051533/ttd-ex101_40.htm) | | [added: | | | |] 10-Q | | [added: | | | |] 11/6/2020 | | [added: | | | |] 10.1 | | | | [added: | | | | | | | |]

| [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)] | | [added: | | | |] 8-K | | [removed: 1/14/2021] | | [removed: 10.1] | | [added: 10/8/2021] | | [added: | | | | 10.2 | | | | | | | | | | | |]

| 10.14+ | | [added: | | | |] [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) | | [added: | | | |] 8-K | | [added: | | | |] 10/8/2021 | | [added: | | | |] 10.1 | | | | [added: | | | | | | | |]

| 10.16+ | | [added: | | | |] [The Trade Desk, Inc. Non-Employee Director Compensation Policy.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex1016_49.htm) | | | | | | [added: 10-K] | | | [removed: X] | [added: | | 2/16/2022 | | | | | | 10.16 | | | | | | | | | | | |]

| 21.1 | | [added: | | | |] [List of Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex211_11.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/exhibit211-subsidiariesoft.htm)] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] X | [added: | |]

| 23.1 | | [added: | | | |] [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex231_9.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/exhibit23_1-exx231.htm)] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] X | [added: | |]

| 24.1 | | [added: | | | |] [Power of Attorney (included on signature page to this Annual Report on Form [removed: 10-K).](#POWER_ATTORNEY)] [added: 10-K).](#i456526f3bdb148da84e43600cc8aa7bf_178)] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] X | [added: | |]

| 31.1 | | [added: | | | |] [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/1671933/000156459022005385/ttd-ex311_6.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/ttd-20221231xex311.htm)] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] X | [added: | |]

| 31.2 | | [added: | | | |] [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/1671933/000156459022005385/ttd-ex312_14.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/ttd-20221231xex312.htm)] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] X | [added: | |]

| [removed: 32.1 (1)] [added: 32.1(1)] | | [added: | | | |] [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/1671933/000156459022005385/ttd-ex321_8.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/ttd-20221231xex321.htm)] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] X | [added: | |]

| 101.ins | | [added: | | | |] Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] X | [added: | |]

| 101.sch | | [added: | | | |] Inline XBRL Taxonomy Schema Linkbase Document | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] X | [added: | |]

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| 10.3* | | | | | | [Amendment No. 2 to Loan and Security Agreement, dated as of February 9, 2023, among The Trade Desk, Inc., the lenders and credit issuers](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/exhibit10_3-amendmentno2to.htm) [](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/exhibit10_3-amendmentno2to.htm)[party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/exhibit10_3-amendmentno2to.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

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[Table of](#i456526f3bdb148da84e43600cc8aa7bf_7) [Contents](#i456526f3bdb148da84e43600cc8aa7bf_7)

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| 10.15+ | | [Amendment No. 1 to Employment Agreement, 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_7.htm) | | 8-K | | 10/8/2021 | | 10.2 | | | |

| --- | --- |

[removed: SIGNATURES][added: SIGNATURES]

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: 16th] [added: 15th] day of February, [removed: 2022.][added: 2023.]

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

| | | [added: |] By: | | [added: |] /s/ BLAKE J. GRAYSON | [added: | |]

| [added: Blake J. Grayson] | | | | [removed: Blake J. Grayson] | [added: | | | | | | | | | |]

| | | | | [removed: Chief] [added: | | Blake J. Grayson *Chief] Financial [removed: Officer] [added: Officer*] | [added: | |]

[removed: POWER] [added: POWER] OF [removed: ATTORNEY][added: ATTORNEY]

| [removed: Signature] [added: Signature] | | [removed: Title] | | [removed: Date] | | [added: Title | | | | | | Date | | |]

| /s/ JEFF T. GREEN | | [added: | | | |] Chief Executive Officer, Director (principal [added: executive officer)] | | [added: | | | |] February [removed: 16, 2022] [added: 15, 2023] | | [added: |]

| Jeff T. Green | | [removed: executive officer)] | | | | [added: | | | | | | | | |]

| /s/ BLAKE J. GRAYSON | | [added: | | | |] Chief Financial Officer (principal financial [added: officer and principal accounting officer)] | | [added: | | | |] February [removed: 16, 2022] [added: 15, 2023] | | [added: |]

| /s/ DAVID R. PICKLES | | [added: | | | |] Chief Technology Officer, Director | | [added: | | | |] February [removed: 16, 2022] [added: 15, 2023] | | [added: |]

| David R. Pickles | | | | | | [added: | | | | | | | | |]

| /s/ LISE J. BUYER | | [added: | | | |] Director | | [added: | | | |] February [removed: 16, 2022] [added: 15, 2023] | | [added: |]