Trade Desk (TTD) 10-K risk factor changes: FY2023 vs FY2022

We had over [removed: 1,000] [added: 1,100] clients, consisting primarily of advertising agencies, as of December 31, [removed: 2022.][added: 2023.]

If all of our individual client contractual relationships were aggregated at the holding company level, Publicis Groupe would have represented more than 10% of our gross billings for [removed: 2022.][added: 2023.]

However, some holding companies for these agencies may choose to exert control over the [removed: individual agencies in the future.]

If so, any loss of relationships with such holding companies [removed: and,] [added: and] consequently, of their agencies, local branches or divisions, as clients could significantly harm our business, financial [removed: condition,] [added: condition] and results of operations.

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

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

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, including identifiable information, they may raise new, or heighten existing, technological, security, legal and other [added: risks and] challenges, [added: that] may cause unintended 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 [removed: needs,] [added: needs] or [added: expectations, or] we provide new [added: or updated] products and services that exacerbate technological, security, legal or other challenges, the reputation of and demand for our platform or related offerings could decrease and our business, financial condition and operations may be adversely affected.

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.]

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

[added: 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.

Because our business is changing and evolving rapidly, our historical results of operations may [added: not be necessarily indicative of our future results of operations.]

- changes and uncertainty in the regulatory environment for us, [removed: advertisers] [added: advertisers, inventory providers,] or others in the advertising industry, and the effects of our efforts and those of our clients and partners to address changes and uncertainty in the regulatory environment;

[added: The amount, quality and cost of inventory available] to us can change at any time, including as publishers and other inventory suppliers respond to changes in the legal and regulatory landscape.

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

Current or future global market uncertainties or downturns and associated macroeconomic conditions beyond our control could [added: harm the overall demand for advertising and the economic health of advertisers, which could] adversely affect our business, financial condition and results of operations.

Current or future global market uncertainties or downturns and associated macroeconomic conditions, such as growing inflation, rising interest rates, recessionary fears, changes in foreign currency exchange rates, [added: supply chain disruptions,] the impact of global instability in many parts of the world and [removed: the COVID-19 pandemic or other] public health crises, may disrupt the operations of our clients and partners and cause advertisers to decrease or pause their advertising budgets, which could reduce spend though our platform and adversely affect our business, financial condition and results of operations.

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

Our APIs allow clients to build their own media buying and data management interface by using our APIs to develop custom integration of their business with our [removed: platform.][added: platform and related offerings.]

The increased use of APIs increases security and operational risks to our systems and the users of our systems, including the risk for intrusion attacks, data [removed: theft,] [added: theft] or denial of service attacks.

Furthermore, while APIs allow clients greater ease and power in accessing our [removed: platform,] [added: platform and related offerings,] they also increase the risk of overusing our systems, potentially causing outages.

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

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

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

Operational performance and internal control issues [removed: with our platform] may adversely affect our business, financial condition and results of operations and subject us to liability.

Our platform and [removed: other] [added: related] offerings are complex and proprietary, and we rely on the expertise of members of our engineering, operations and software development teams for [removed: its] [added: their] continued performance.

We also rely on third-party technology and systems to perform [removed: properly and is] [added: properly, which are] often used in connection with computing environments utilizing different operating systems, system management software, equipment and networking configurations, which may cause errors in, or failures of, our platform [added: and related offerings] or such other computing environments.

If unauthorized access is obtained to user, client or inventory and third-party provider data, or our platform [removed: is] [added: or related offerings are] compromised, our services may be disrupted or perceived as insecure, and as a result, we may lose existing clients or fail to attract new clients, and we may incur significant reputational harm and legal and financial liabilities.

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

We have dedicated and expect to continue to dedicate resources toward security protections that shield data from these [removed: activities.][added: activities, including worldwide incident response teams and dedicated resources to incident response processes.]

[removed: Finally, while we have developed worldwide incident response teams and dedicated resources to incident response processes,] [added: However,] such [removed: processes] [added: measures cannot provide absolute security and] could, among other issues, fail to be adequate or accurately assess the incident severity, not proceed quickly enough, or fail to sufficiently remediate an incident.

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, [removed: the platform] [added: platform, related offerings] 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.

This could result in government investigations, [added: lawsuits (including class actions),] enforcement actions and other legal and financial liability, and/or loss of confidence in the availability and security of our products and services, all of which could seriously harm our reputation and brand and impair our ability to attract and retain clients.

As [removed: we launch new products and services,] some of [removed: which] [added: our newer offerings] involve the receipt and processing of identifiable information, the risks associated with data including risks to breach of our systems increases, and we could be subject to contractual breach and indemnification claims from other clients and partners and otherwise suffer damage to our reputation, brand, and business.

Privacy and data protection laws to which we [added: and our clients, inventory partners, and third-party data providers] are subject may cause us to incur additional or unexpected costs, subject us to [added: investigations or] enforcement actions for [added: alleged] compliance failures, [added: result in less demand for our products and services,] or cause us to change our [removed: platform] [added: platform, related offerings] or business model, which may have a material adverse effect on our business.

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

We typically collect and store IP addresses and other device identifiers (such as unique cookie identifiers and mobile application identifiers), which are or may be considered personal data or personal information in [removed: some] [added: many] jurisdictions or otherwise [removed: may be the] subject [removed: of] [added: to] regulation.

In connection with [removed: newer products and services,] [added: certain of our offerings,] including [added: the] Unified ID [removed: 2.0 (and soon, EUID),] [added: 2.0, EUID and OpenPass,] we [removed: may also] receive information that directly identifies individuals, such as email addresses and phone [removed: numbers.][added: numbers, both]

The global regulatory landscape regarding the [added: privacy and] protection of personal information is evolving, and U.S. [removed: (state] [added: (state, federal] and [removed: federal)] [added: local)] and foreign governments are considering enacting additional legislation and rulemaking related to [removed: data] privacy and data protection and we expect to see an increase in, or changes to, legislation and regulation in this area.

These laws [added: generally] require covered businesses to meet numerous data privacy-related [removed: obligations, among other requirements, establishing] [added: obligations and establish] data privacy rights for consumers in such states (including rights to [added: opt out of certain processing of their personal data and to] request [added: correction and] deletion of and access to personal [removed: information),] [added: data),] imposing special rules on the collection of [removed: consumer] [added: personal] data from minors and other [added: personal] data deemed “sensitive” under the laws, and creating new notice obligations.

individual agencies in the future.

Furthermore, even if we believe that our investments improve upon our platform and offerings, such as updates to our various platform features and user interface, they may nevertheless fail to meet new or existing client expectations or preferences, which could result in decreased client adoption or use of our platform.

We face various and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our systems and the data that we process.

Although we maintain errors or omissions and cyber liability insurance, the costs related to an incident or other security threats or disruptions may not be fully insured or indemnified by other means and insurance and other safeguards might only partially reimburse us for our losses, if at all.

We also cannot guarantee that applicable insurance will be available to us in the future on economically reasonable terms or at all.

directly from consumers and from our clients or others.

We deploy technical and security measures, internal policy controls, and contractual measures to limit how such identifying information is used and shared and to help honor consumer choices.

Nevertheless, we cannot guarantee any such measures or controls will be effective and handling identifying information increases our exposure under privacy and data protection laws.

For example, in the U.S., the FTC continues to propose updates to existing regulations, including those governing collection of data from children online and related to “commercial surveillance” generally.

For example, the FTC brought several actions in 2023 against companies regarding their alleged disclosure of consumer health data to third-party platforms for advertising purposes, signaling increased regulatory scrutiny of advertising practices that involve “sensitive” categories of personal data such as health data.

In addition, a potential federal omnibus privacy law remains the subject of active discussion.

If passed, such a law would likely substantially impact the online advertising ecosystem.

Many states have adopted omnibus consumer privacy laws, some of which are already enforceable, while others will take effect over the coming years.

The requirement under certain states’ laws to honor users’ requests to opt out of certain disclosures and uses of data for advertising purposes through preference signals, such as the Global Privacy Control (“GPC”) or similar signals, reflects a broader attention that privacy advocates, the media and some government regulators, such as the FTC, have devoted to digital advertising in recent years.

If the use of the GPC or similar technical signals is adopted by many Internet users, is imposed by additional states or by federal or foreign legislation or is agreed upon by standard setting groups, we may have to change our business practices, our clients may reduce their use of our platform and offerings, and our business could be harmed.

In addition to these broad-based consumer privacy laws, lawmakers and regulators continue to focus on activities that involve use of categories of personal data perceived as especially sensitive, such as health data and children’s data.

For example, several states have enacted laws that would substantially impact activities that involve showing targeted advertisements to individuals under 18 through a variety of new restrictions, though many of these laws are subject to

ongoing legal challenge on.

First Amendment and other grounds.

Several recent federal bills would likewise further regulate the processing of children’s data and other personal data perceived as especially sensitive.

Further, several states have recently enacted new laws or updated existing laws to impose new privacy obligations related to health-related personal information beyond that governed by federal and state laws governing medical records and similar information, such as HIPAA.

For example, Washington’s My Health, My Data Act (“MHMD”) introduces a host of new requirements related to a very broadly-defined notion of consumer health data that will impact that advertising industry in part because MHMD is subject to a private right of action (unlike other state privacy laws), so plaintiffs’ attorneys could explore claims that stretch the bounds of the law’s text.

These laws and the heightened scrutiny associated with the enforcement of such laws may, in turn, ultimately lead to increased compliance and defense costs, and more obligations on us, our clients and other companies in the advertising industry.

Relatedly, authorities enforcing the U.K. GDPR have the ability to separately fine up to the greater of £17.5 million or 4% of global turnover.

The DPF replaced the Privacy Shield Framework as an adequate mechanism by which EU companies may pass personal data to the U.S. However, the DPF is already subject to legal challenge in Europe.

Relatedly, whether and how other transfer mechanisms, such as standard contractual clauses, can be used to transfer personal data to the U.S. is in question.

While the recent adequacy decision for the DPF helps to reduce the legal uncertainty of cross-border transfers of personal data, the long-term validity of these transfer mechanisms remains uncertain.

In such circumstances, continuing to transfer personal data from the EU to the U.S. could lead to governmental enforcement actions, litigation, fines and penalties or adverse publicity.

and offerings, and user response to such changes could negatively impact inventory, data, and demand.

We deploy technical and organizational measures, internal policy controls, and contractual measures to limit how such identifying information is used and shared and to help honor consumer choices.

Nevertheless, we cannot guarantee any such measures or controls will be effective and handling identifying information increases our exposure under privacy and data protection laws.

In addition to laws, the online advertising ecosystem is subject to best practices and self-regulatory standards, such as those promulgated by the Network Advertising Initiative and the Digital Advertising Alliance, and similar organizations in Europe and Canada.

In 2024, Google is also testing various technologies under its label of “Privacy Sandbox”, which may provide modified targeting and measurement functionality to digital advertising ecosystem participants as a limited replacement for the functionality currently provided through the use of third-party cookies.

We believe that Google’s planned deprecation of third-party cookies and its ongoing development of these technologies, which we expect to be technically complex and designed in a manner that does not favor us or our partners, has created and will likely continue to create industry uncertainty regarding the potential effects on user experience and advertiser targeting and measurement.

Although we believe our platform is well-positioned to adapt to such changes, particularly with our Unified ID 2.0 approach, the impact of such changes remains uncertain and could be more disruptive than we anticipate, including to the display advertising ecosystem in particular, where such changes could adversely impact our growth in that channel.

Because additional state privacy laws require businesses to permit end users to opt out of processing

amounts paid to inventory suppliers.

If we are unsuccessful in establishing or

The covenants in our

- trading activity in our share repurchase program;

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

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

We may not be

not be necessarily indicative of our future results of operations.

The amount, quality and cost of inventory available

However, such measures cannot provide absolute security.

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

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.

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

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.

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.

The CCPA also offers the possibility for 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.

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.

Like the amendments to the CPRA, the Virginia Consumer Data Protection Act recently went into effect on January 1, 2023.

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

The Utah Consumer Privacy Act takes effect on December 31, 2023.

All of these laws protect a broadly-defined concept of “personal data,” and each law grants individuals a range of data privacy rights relating to such data, including the right to opt out of targeted advertising and certain profiling activities.

The State of Colorado began the formal rulemaking process and introduced an initial set of draft regulations for implementing the Colorado Privacy Act.

Although the rulemaking process is still underway, the CPA regulations, as well as the other state laws, may ultimately increase compliance costs and obligations on us, our clients, and other companies in the advertising industry.

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

Directive.

In February 2022, the Belgian DPA issued an order against IAB Europe that imposes specific remedies on IAB Europe and its operation of TCF.

IAB Europe appealed the Belgian DPA’s decision, and recently, the Belgian Market Court issued an interim ruling on the appeal and referred preliminary questions to the Court of Justice of the European Union (“CJEU”) for guidance.

This referral to the CJEU suggests that a final judgement by the Market Court is unlikely until at least 2023.

It is unclear whether the Belgian DPA will rule on the corrective action plan submitted by the IAB prior to a final judgement on the appeal.

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

Relatedly, following the United Kingdom’s withdrawal from the EEA and the European Union, and the expiry of the transition period, we must comply with both the GDPR and the United Kingdom Data Protection Act 2018, the latter regime having the ability to separately fine up to the greater of £17.5 million or 4% of global turnover.

The Privacy Shield Framework, however, was struck down in July 2020 by the EU Court of Justice (a decision referred to as “Schrems II”) as an adequate mechanism by which EU companies may pass personal data to the United States, and other EU mechanisms for adequate data transfer, such as the standard contractual clauses, were questioned by the Court of Justice and whether and how standard contractual clauses can be used to transfer personal data to the United States is in question.

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

In October 2022, the White House released an executive order implementing a new EU-U.S. data transfer mechanism, the Trans-Atlantic Data Privacy Framework (“DPF”).

The DPF aims to address the concerns raised by the court in Schrems II relating to perceived risks of transferring personal data to the United States by putting in place a new set of “commercial principles” similar to the old Privacy Shield Framework together with new rules governing U.S. intelligence authorities and redress for EU individuals.

The European Commission launched an assessment of the DPF’s adequacy, which is expected to be completed in 2023.

If granted, an adequacy determination would reduce the legal uncertainty of cross-border transfers of personal data.

However, until an adequacy determination is granted, the validity of the standard contractual clauses as a transfer mechanism remains uncertain.

Regulatory investigations and enforcement actions could also impact us.

Adapting our data business to privacy laws enacted at the state level and their implementing regulations and to the enhanced and evolving privacy obligations in the EU and elsewhere could continue to involve substantial expense and may

Our platform allows clients to execute integrated campaigns across ad formats and channels, including video (which includes [removed: CTV),] [added: connected television (“CTV”)),] display, audio, digital-out-of-home, native and social, on a multitude of devices, such as computers, mobile devices, televisions and streaming devices.

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

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

[removed: | Net Income | | | $ | 53 | | | | | $ | 138 | | | | | $ | (85) | | | | | (62) | | % |][added: Other Income, Net]

| Gross [removed: Spend] [added: spend] (1) | | | $ | [removed: 7,741] [added: 9,611] | | | | | $ | [removed: 6,172] [added: 7,741] | | | | | $ | [removed: 1,569] [added: 1,870] | | | | | [removed: 25] [added: 24] | | % |

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

We believe the markets outside of the United [removed: States,] [added: States (“U.S.”),] and in particular across [added: Europe and Asia in markets such as the United Kingdom (“U.K.”), Germany, France,] China, [added: Japan,] India and [removed: Indonesia,] [added: Australia,] offer opportunities for growth.

[removed: COVID-19] [added: Macroeconomic Uncertainty] and [removed: Other Macroeconomic Factors][added: COVID-19]

[removed: The worldwide spread of COVID-19, including the emergence of variants and subvariants, as well as rising] [added: Rising] interest rates, inflation, changes in foreign currency exchange [removed: rates] [added: rates, strikes] and geopolitical [removed: developments] [added: developments, as well as the COVID-19 pandemic, including the emergence of variants and subvariants,] 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 economic activity normalizes.

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

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

During the [removed: year ended December 31,] [added: second half of] 2022, many of our employees adopted a hybrid work schedule consisting of both in-person work and working from [removed: home.][added: home, primarily beginning in September 2022.]

Additionally, we resumed travel and in-person events in accordance with applicable regional [removed: guidance.][added: guidance, resulting in an increase in operating expenses in 2023 compared to 2022, before most travel and in-person events resumed.]

Ability to Expand our Omnichannel Reach, Including [removed: CTV][added: CTV, and Innovate across our Platform]

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

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

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

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

We expect that our revenue as a percentage of gross spend will fluctuate in the future, especially as we introduce new platform features that are adopted by our clients, expand our omnichannel capabilities, extend our reach to more CTV [added: and other] inventory and add additional clients whose businesses may have different underlying business models.

We classify our operating expenses into the following four categories and allocate overhead such as information technology infrastructure, [removed: rent] [added: rent, office support] and occupancy charges based on headcount for these categories:

Platform operations expense includes hosting costs, [removed: data-related costs,] personnel [added: costs, data-related] costs and amortization of acquired technology and capitalized software costs for the development of our platform.

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

[removed: Other Expense (Income), Net][added: | Total other income, net | | | (67,515) | | | | | | (3) | | % | | | | (13,716) | | | | | | (1) | | % |]

We have foreign currency exposure related to our accounts receivable and, to a much lesser extent, accounts payable that are denominated in currencies other than the U.S. Dollar, principally the Euro, British Pound, Australian Dollar, Canadian Dollar, Japanese Yen, [added: Indian Rupee,] Indonesian [removed: Rupiah] [added: Rupiah, Hong Kong Dollar] and Singapore Dollar.

Provision for [removed: (benefit from)] Income Taxes

Our income tax provision (benefit) may also be affected by the timing of vesting and/or exercise of our stock-based [removed: awards.]

Results of Operations for the Year Ended December 31, [removed: 2022] [added: 2023] Compared with the Year Ended December 31, [removed: 2021][added: 2022]

*The following discusses the results of our operations for the year ended December 31, [removed: 2022] [added: 2023] compared with the year ended December 31, [removed: 2021.][added: 2022.]

For a discussion of the results of our operations for the year ended December 31, [removed: 2021] [added: 2022] compared with the year ended December 31, [removed: 2020,] [added: 2021,] see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021,] [added: 2022,] filed with SEC on February [removed: 16, 2022.][added: 15, 2023.]

| Revenue | | | $ | [removed: 1,577,795] [added: 1,946,120] | | | | | 100 | | % | | | | $ | [removed: 1,196,467] [added: 1,577,795] | | | | | 100 | | % |

| Platform operations | | | [removed: 281,123] [added: 365,598] | | | | | | [removed: 18] [added: 19] | | % | | | | [removed: 221,554] [added: 281,123] | | | | | | [removed: 19] [added: 18] | | % |

| Sales and marketing | | | [removed: 337,975] [added: 447,970] | | | | | | [removed: 21] [added: 23] | | % | | | | [removed: 249,298] [added: 337,975] | | | | | | 21 | | % |

| Technology and development | | | [removed: 319,876] [added: 411,794] | | | | | | [removed: 20] [added: 21] | | % | | | | [removed: 226,137] [added: 319,876] | | | | | | [removed: 19] [added: 20] | | % |

| General and administrative | | | [removed: 525,167] [added: 520,278] | | | | | | [removed: 33] [added: 27] | | % | | | | [removed: 374,661] [added: 525,167] | | | | | | [removed: 31] [added: 33] | | % |

| Total operating expenses | | | [removed: 1,464,141] [added: 1,745,640] | | | | | | [removed: 93] [added: 90] | | % | | | | [removed: 1,071,650] [added: 1,464,141] | | | | | | [removed: 90] [added: 93] | | % |

| Income from operations | | | [removed: 113,654] [added: 200,480] | | | | | | [removed: 7] [added: 10] | | % | | | | [removed: 124,817] [added: 113,654] | | | | | | [removed: 10] [added: 7] | | % |

| Income before income taxes | | | [removed: 127,370] [added: 267,995] | | | | | | [removed: 8] [added: 14] | | % | | | | [removed: 122,036] [added: 127,370] | | | | | | [removed: 10] [added: 8] | | % |

| Provision for [removed: (benefit from)] income taxes | | | [removed: 73,985] [added: 89,055] | | | | | | 5 | | % | | | | [removed: (15,726)] [added: 73,985] | | | | | | [removed: (1)] [added: 5] | | % |

| Net income | | | $ | [removed: 53,385] [added: 178,940] | | | | | [removed: 3] [added: 9] | | % | | | | $ | [removed: 137,762] [added: 53,385] | | | | | [removed: 12] [added: 3] | | % |

Revenue increased by [removed: $381] [added: $368] million, or [removed: 32%,] [added: 23%,] for the year ended December 31, [removed: 2022] [added: 2023] as compared to the year ended December 31, [removed: 2021.][added: 2022.]

| | | | 2023 | | | | | | 2022 | | | | | | $ | | | | | | % | | |

| Revenue | | | $ | 1,946 | | | | | $ | 1,578 | | | | | $ | 368 | | | | | 23 | | % |

| Net income | | | $ | 179 | | | | | $ | 53 | | | | | $ | 126 | | | | | 238 | | % |

Our future growth will also depend on our ability to continue innovating and improving the technology underlying our platform and related offerings and enhancing their features and functionality.

awards.

Refer to *Note 11—Income Taxes* for additional information.

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

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

costs and $23 million in personnel costs, which includes $3 million in stock-based compensation.

The increase in stock-based compensation was primarily due to new equity grants, partially offset by the impact of stock price volatility on ESPP expense.

The increase in stock-based compensation was primarily due to new equity grants, partially offset by the impact of stock price volatility on ESPP expense.

The increase in stock-based compensation was due to new equity grants, partially offset by the impact of stock price volatility on ESPP expense.

The increase in stock-based compensation also included $14 million from the cancellation of unvested equity awards in connection with David R.

Pickles stepping down from his role as our former Chief Technology Officer (“CTO”).

Refer to *Note 10—Stock-Based Compensation* for further detail.

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

The decrease in stock-based costs was primarily driven by a $64 million decrease in stock-based compensation cost related to the CEO Performance Option driven by the graded-vesting attribution method, under which more expense is recognized earlier in the option’s life, as well as a $5 million decrease in ESPP expense driven by the impact of stock price volatility, partially offset by a $22 million increase in expense related to new equity grants.

The increase in personnel costs was primarily due to increased headcount to support our growth, an increase in bonus costs driven by revenue growth, and an increase in return-to-office, travel and employee engagement costs, including in-person events impacted by headcount

growth.

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

Refer to *Note 11—Income Taxes* for additional information.

We believe our existing cash and cash equivalents, short-term investments and cash flow from operations will be sufficient to fund our share repurchase program.

Share Repurchase Program

In February 2023, our board of directors approved a share repurchase program with authorization to purchase up to $700 million of our Class A common stock.

The share repurchase program, which has no expiration date, is designed to help offset the impact of future share dilution from employee stock issuances.

Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases determined at our discretion, depending on market conditions and corporate needs.

Open market repurchases are structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act.

We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares under this authorization.

This program does not obligate us to acquire any particular amount of Class A common stock, and may be modified, suspended or terminated at any time at the discretion of our board of directors.

During the year ended December 31, 2023, we repurchased and subsequently retired 10 million shares of our Class A common stock for an aggregate repurchase amount of $648 million, which included an immaterial amount related to the 1% excise tax on net share repurchases as a result of the Inflation Reduction Act of 2022 (“IRA”).

As of December 31, 2023, $53 million remained available and authorized for repurchases.

In February 2024, an additional $647 million was authorized under this program, bringing the total amount for future repurchases back to $700 million.

| | | | 2023 | | | | | | 2022 | | |

The increase in prepaid expenses and other assets is primarily due to the prepayment of personnel travel costs and certain software, networking and infrastructure costs to support our platform.

The increase in accrued expenses and other liabilities is primarily due to the timing of payment of accrued payroll and incentive compensation costs, partially offset by a decrease in the income tax liability driven by tax payments net of the current income tax provision.

Off-Balance Sheet Arrangements

We do not have any relationships with other entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities that have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

We did not have any off-balance sheet arrangements at December 31, 2023 other than the indemnification agreements described below.

| | | | 2024 | | | | | | 2025 and Thereafter | | | | | | Total | | | | | |

| Operating lease commitments | | | $ | 62,412 | | | | | $ | 259,076 | | | | | $ | 321,488 | | | | |

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

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

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

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.

internationally.

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

| Total other expense (income), net | | | (13,716) | | | | | | (1) | | % | | | | 2,781 | | | | | | — | | % |

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

The increase in personnel costs was primarily driven by a $104 million increase in stock-based compensation cost related to the CEO Performance Option, which was granted in the fourth quarter of 2021; and payroll related costs of $28 million due to hiring to support our growth, as well as return-to-office, travel and in-person event costs that did not occur in the prior year.

For 2022,

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

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

| | | | One Year or Less | | | | | | More than One Year | | | | | | Total | | | | | |

| Operating lease commitments | | | $ | 59,406 | | | | | $ | 230,842 | | | | | $ | 290,248 | | | | |

| Other contractual commitments | | | 116,964 | | | | | | 375,152 | | | | | | 492,116 | | | | | |

| Total | | | $ | 176,370 | | | | | $ | 605,994 | | | | | $ | 782,364 | | | | |

None.

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

These risks include primarily interest rate and foreign currency exchange [added: rate] risk.

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

No amount was owed on our [added: Amended] Credit Facility as of December 31, [removed: 2022.][added: 2023.]

Based upon the short-term investment amount as of December 31, [removed: 2022,] [added: 2023,] 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: $4] [added: $5] million annually.

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

As of December 31, [removed: 2022,] [added: 2023,] an immediate 10% adverse change in foreign exchange rates on foreign-denominated accounts would result in a foreign currency loss of approximately [removed: $35] [added: $38] million.

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

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

Our platform allows clients to execute integrated campaigns across ad formats and channels, including video (which includes connected [removed: TV] [added: television] (“CTV”)), display, audio, digital-out-of-home, native and social, on a multitude of devices, such as computers, mobile devices, televisions and streaming devices.

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

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

This shift has enabled unprecedented options for advertisers to target and measure their advertising campaigns across nearly every media channel and [added: connected] device.

Both of these fragmentation trends are opportunities for technology companies that can consolidate and simplify media buying options for advertisers and [removed: their] agencies.

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

New [removed: technologies allow more] [added: technologies, including 5G internet, support seamless delivery of streaming] video [removed: content to be delivered seamlessly over the Internet,] [added: content,] accelerating [removed: consumer] [added: consumers’] demand to watch what they want, when they want and where they want.

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

This data is [removed: then made non-identifiable] [added: pseudonymized] and [added: made] available within seconds based on specific parameters and attributes.

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

At the same time, new [removed: laws] [added: laws, enforcement of existing laws,] and self-regulatory rules [removed: governing] [added: regarding] the collection, use, and disclosure of personal information continue to impact these practices.

Using programmatic inventory buying tools, advertisers are able to automate their campaigns, providing them with better price [removed: discovery,] [added: discovery] on an impression-by-impression basis.

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

[removed: Also, the] [added: The] supply of digital advertising inventory exceeds demand, and accordingly, we believe it is a buyer’s market.

- We Are an Enabler, Not a Disruptor. [removed: With] [added: Through] our platform and related offerings, we enable [removed: advertising] [added: advertisers,] agencies and other service [removed: providers.][added: providers that participate in the digital advertising ecosystem.]

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 [removed: brands] [added: advertisers] and [removed: their] agencies to enable intelligent decisioning that optimizes advertising campaigns.

Our technology platform enables [removed: an] effective use of [removed: this] [added: such] data, allowing our clients to run precisely targeted advertising campaigns that help maximize their return on advertising investments.

With our platform, our clients control their campaign spend and [removed: are able to] [added: can] access and choose from many inventory sources.

- Easy to Use, Open and Customizable. Our platform [removed: provides multiple] [added: includes] easy-to-use [removed: automation] tools [added: and interfaces] that help our users focus on managing the key elements of their campaigns.

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, [added: all] through a single platform.

Better reporting results in better learning, [removed: often leading to] [added: enabling] better campaign optimization and outcomes.

- Data Management and Measurement Tools. Our platform enables clients to [removed: utilize multiple] [added: optimize campaigns with numerous highly relevant] data sets, including from an extensive selection of third-party vendors, in a seamless and easy [removed: manner, allowing][added: manner.]

We intend to continue investing in innovation across all channels, including the integration of new inventory sources within CTV, other video, audio, mobile, social, native and [removed: digital out of home.][added: digital-out-of-home.]

- Extend Our Reach in CTV. Television is the largest category of advertising spend, and we believe that the future of television is CTV, the streaming of media and video on demand through subscription and ad-supported streaming [removed: services and connected devices.][added: services.]

- Continue to Innovate in Technology, Data and Measurement. We intend to continue innovating and improving the technology underlying our platform and [removed: enhance] [added: enhancing] its features and functionalities.

We view data [added: and measurement] as [removed: one of our] key competitive advantages and we will continue to invest resources in growing our data and measurement [removed: offerings, from clients, third-party providers and our proprietary data and product capabilities.][added: offerings.]

- [removed: Expand our Offerings,] [added: Further Enhance Identity Solutions,] Including Unified ID 2.0. We [removed: have developed] [added: continue to develop and enhance] Unified ID 2.0, a new open-source identity framework, which is currently in use with approved partners.

[removed: The] Unified ID 2.0 aims to preserve the value of relevant advertising on the open internet without reliance upon third-party cookies, while giving consumers transparency and control over their data.

Unified ID 2.0 operates by transforming email addresses or phone numbers into an advertising identifier (a “UID2”) that is designed [removed: not] to [added: not] directly identify the individual.

EUID, a European-focused version of Unified ID 2.0, [removed: is likely to be] [added: was] released in a limited beta in 2023.

- [removed: Expand] [added: Expand] Our International Presence. Many of our clients serve advertisers on a global basis, and we intend to expand our presence outside of the United States (“U.S.”) to serve the needs of those advertisers in additional geographies.

In particular, we believe that [added: the United Kingdom, Germany, France,] China, [removed: India,] [added: Japan, India] and [removed: Indonesia] [added: Australia] may represent substantial growth opportunities, and we are investing in developing our business in those and other markets.

As of December 31, [removed: 2022,] [added: 2023,] we had over [removed: 1,000] [added: 1,100] clients, consisting primarily of advertising agencies or groups within advertising agencies that have independent relationships with us, manage budgets independently of one another, are based in different jurisdictions and [removed: are served by unique Trade Desk teams.]

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

Our clients are loyal, as reflected by our client retention rate of over 95% in [removed: 2022, 2021 and 2020.][added: each of the last ten years.]

In addition, our clients typically grow their use of our platform [added: and related offerings] over time.

If all of our individual client contractual relationships were aggregated at the holding company level, one holding company, Publicis Groupe, would have represented more than 10% of our gross billings in [added: 2023 and] 2022.

We obtain digital advertising inventory from over [removed: 100] [added: 140] directly integrated ad [removed: exchanges] [added: exchanges, publishers] and supply-side platforms, providing us with access to a breadth of programmatic advertising inventory across computers, mobile devices and CTV.

As of December 31, [removed: 2022,] [added: 2023,] we have integrated our platform with more than [removed: 200] [added: 250] third-party data vendors whose products [removed: we make] [added: are] available for purchase through our platform.

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

We believe that this increased demand for CTV will bring about new opportunities for content owners and advertisers to connect with consumers, including through ad-supported subscription models, and will further drive the shift towards data-driven advertising.

Advertisers are able to use our platform directly or through their agencies of choice.

We also empower our clients with an extensive set of measurement capabilities, both through a number of proprietary benchmarking tools and indices, and through integrations with a broad selection of third-party measurement partners.

- Artificial Intelligence. Koa, our predictive algorithmic tools, utilizes artificial intelligence to process complex data sets and make recommendations for campaign optimizations.

These recommendations help platform users make data-driven decisions without sacrificing control or transparency and empower users to choose which optimizations make the most sense for their campaigns.

Koa’s artificial intelligence capabilities are used across various aspects of the platform, including predictive clearing, ad impression relevance scoring, measurement and forecasting, budget optimization and key performance indicator scoring.

Our platform enables advertisers and agencies to:

- Ensure Access to Quality Inventory, Including through OpenPath. Our continued success depends on our ability to secure increasing amounts of attractive, high-quality inventory on reasonable terms for our clients.

As part of such efforts, we have developed OpenPath, our offering intended to give clients access to quality inventory through a simplified, direct connection to publishers.

Because the amount, quality and cost of inventory available to us can change at any time, we intend to continue making investments to maintain and grow our available inventory.

are served by unique Trade Desk teams.

inventory suppliers and support anticipated increases in volume of advertising spending by our clients on our platform.

Team members are encouraged to come to their managers with questions, feedback or concerns, and we conduct various internal surveys that gauge employee sentiment in areas like career development, culture, manager performance and inclusivity.

We also take in email addresses and phone numbers to operationalize the opt-out portal we offer in connection with Unified ID 2.0 and EUID.

Many states have adopted omnibus consumer privacy laws, some of which are already enforceable, while others will take effect over the coming years.

Other states are considering similar legislation.

(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.) These state privacy laws also provide consumers other rights, such as to access, correct or delete their personal information (subject to certain limitations), opt out of certain processing of their personal information, and impose special rules on the collection of data from minors, as well as transparency and data governance obligations.

Protection Regulation (“EU GDPR”) and the U.K.’s version of the GDPR (the “UK GDPR”) (the EU GDPR and UK GDPR are hereinafter referred to as the GDPR), which apply to us, define “personal data” broadly.

Together with related laws, such as the ePrivacy Directive, we and our clients and inventory partners face enhanced data protection obligations, both as controllers of such data and as service providers processing the data.

The European Commission adopted an adequacy decision for the DPF in July 2023, replacing the prior Privacy Shield Framework, as an adequate mechanism by which EU companies may pass personal data to the U.S. However, the DPF is already subject to legal challenge in Europe.

In such circumstance, continuing to transfer personal data from the EU to the U.S. could lead to governmental enforcement actions, litigation, fines and penalties or adverse publicity.

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

We believe these technologies will continue to feed consumer demand for CTV and mobile video and bring about new opportunities for content owners and advertisers to connect with consumers.

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.

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

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

Advertisers can benefit from a comprehensive solution that combines our platform with the services provided by advertising agencies.

them to further optimize their campaigns with highly relevant data.

We also offer a broad selection of third-party measurement partners, which provides our clients with increased optionality to assess campaign performance.

- Koa Artificial Intelligence. Koa, our predictive algorithmic tools that help platform users make data-driven decisions without sacrificing control or transparency, makes recommendations for campaign optimizations based on its sophisticated analysis of rich data sets.

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

Our platform enables a media planner or buyer at an advertising agency to:

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

We conduct an annual employee survey to give employees the opportunity to provide feedback on our culture.

This survey is managed by a third-party vendor to encourage candor and solicit feedback on many aspects of engagement, including company leadership, culture, inclusion and career development.

based on their geographic locations, the type of device they are using, their interests as inferred from their web browsing or app usage activity or their relationships with our clients.

Much of the federal oversight of digital advertising in the United States currently comes from the FTC.

Although California was the first state to enact an omnibus consumer privacy law in 2018 (known as the California Consumer Privacy Act or CCPA), by the end of 2023, four other states will have similar laws: Virginia, Colorado, Connecticut, and Utah.

Further, updates to the CCPA take effect January 1, 2023.

The CCPA created individual data privacy rights for consumers in the State of California (including rights to deletion of and access to personal information), special rules on the collection of consumer data from minors, new notice obligations and new limits on and rules regarding the “sale” of personal information (interpreted by many observers to include common advertising practices).

(“GDPR”) and now the U.K.’s version of the GDPR, which both apply to us, the GDPR define “personal data” broadly, and it enhances data protection obligations for controllers of such data and for service providers processing the data.

A ruling by the Court of Justice of the European Union clarified that such consent must be reflected by an affirmative act of the user, and European regulators have continued to agitate for more robust forms of consent, including by bringing enforcement actions against large platforms, including Amazon, Facebook and Google, concerning their cookie consent mechanisms.

These developments may result in decreased reliance on implied consent mechanisms that have been used to meet requirements of the ePrivacy Directive in some markets.

The Privacy Shield Framework, however, was struck down in July 2020 by the Court of Justice of the European Union as an adequate mechanism by which EU companies may pass personal data to the US.

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

In October 2022, the White House released an executive order implementing a new EU-U.S. data transfer mechanism, the Trans-Atlantic Data Privacy Framework (“DPF”).

The European Commission launched an assessment of the DPF’s adequacy, which is expected to be completed in 2023.

If granted, an adequacy determination would help quell the legal uncertainty of cross-border transfers of personal data.

However, until an adequacy determination is granted, the validity of the standard contractual clauses as a transfer mechanism remains uncertain.

Our efforts to comply with the self-regulatory principles of these programs include offering end users notice and choice when advertising is served to them based, in part, on their interests.

We believe that this user-centric approach to addressing consumer data privacy empowers consumers to make informed decisions on the use of their data.

On May 27, 2022, a stockholder filed a derivative lawsuit captioned [removed: *Huizenga] [added: Huizenga] v.

Green, et [removed: al.*,] [added: 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 [removed: *Pfeiffer] [added: Pfeiffer] v.

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

On March 24, 2023, plaintiffs filed an opposition to defendants’ motions to dismiss.

Defendants filed their replies in support of their motions to dismiss on May 19, 2023.

Oral argument on the motions has been set for April 3, 2024.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] based on the closing sales price for the [removed: Registrant’s] [added: registrant’s] Class A common stock, as reported on the Nasdaq Global Market, was approximately [removed: $18,431,645,367.][added: $34,083,149,160.]

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 446,505,568] [added: 445,017,931] shares of the registrant’s Class A common stock outstanding and [removed: 44,289,230] [added: 43,918,900] shares of the registrant’s Class B common stock outstanding.

Portions of the registrant’s Proxy Statement for the [removed: 2023] [added: 2024] 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: 2022.][added: 2023.]

| *[Special Note About Forward-Looking [removed: Statements](#i456526f3bdb148da84e43600cc8aa7bf_10)*] [added: Statements](#i227c5318b70c4c6988c088fb54b3a4b0_10)*] | | | | | | [removed: [3](#i456526f3bdb148da84e43600cc8aa7bf_10)] [added: [3](#i227c5318b70c4c6988c088fb54b3a4b0_10)] | | |

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| [Item [removed: 5.](#i456526f3bdb148da84e43600cc8aa7bf_37)] [added: 5.](#i227c5318b70c4c6988c088fb54b3a4b0_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i456526f3bdb148da84e43600cc8aa7bf_37)] [added: Securities](#i227c5318b70c4c6988c088fb54b3a4b0_37)] | | | [removed: [41](#i456526f3bdb148da84e43600cc8aa7bf_37)] [added: [42](#i227c5318b70c4c6988c088fb54b3a4b0_37)] | | |

| [Item [removed: 6.](#i456526f3bdb148da84e43600cc8aa7bf_40)] [added: 6.](#i227c5318b70c4c6988c088fb54b3a4b0_40)] | | | [removed: [Reserved](#i456526f3bdb148da84e43600cc8aa7bf_40)] [added: [Reserved](#i227c5318b70c4c6988c088fb54b3a4b0_40)] | | | [removed: [42](#i456526f3bdb148da84e43600cc8aa7bf_40)] [added: [44](#i227c5318b70c4c6988c088fb54b3a4b0_40)] | | |

| [Item [removed: 7.](#i456526f3bdb148da84e43600cc8aa7bf_43)] [added: 7.](#i227c5318b70c4c6988c088fb54b3a4b0_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i456526f3bdb148da84e43600cc8aa7bf_43)] [added: Operations](#i227c5318b70c4c6988c088fb54b3a4b0_43)] | | | [removed: [42](#i456526f3bdb148da84e43600cc8aa7bf_43)] [added: [44](#i227c5318b70c4c6988c088fb54b3a4b0_43)] | | |

| [Item [removed: 7A.](#i456526f3bdb148da84e43600cc8aa7bf_73)] [added: 7A.](#i227c5318b70c4c6988c088fb54b3a4b0_73)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i456526f3bdb148da84e43600cc8aa7bf_73)] [added: Risk](#i227c5318b70c4c6988c088fb54b3a4b0_73)] | | | [removed: [53](#i456526f3bdb148da84e43600cc8aa7bf_73)] [added: [55](#i227c5318b70c4c6988c088fb54b3a4b0_73)] | | |

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| [removed: Item 9C.] [added: [Item 9C.](#i227c5318b70c4c6988c088fb54b3a4b0_157)] | | | [Disclosure Regarding Foreign Jurisdictions that [removed: Prevent](#i456526f3bdb148da84e43600cc8aa7bf_600) [Inspections](#i456526f3bdb148da84e43600cc8aa7bf_600)] [added: Prevent Inspections](#i227c5318b70c4c6988c088fb54b3a4b0_157)] | | | [removed: [81](#i456526f3bdb148da84e43600cc8aa7bf_600)] [added: [84](#i227c5318b70c4c6988c088fb54b3a4b0_157)] | | |

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| [Item [removed: 16.](#i456526f3bdb148da84e43600cc8aa7bf_175)] [added: 16.](#i227c5318b70c4c6988c088fb54b3a4b0_184)] | | | [Form 10-K [removed: Summary](#i456526f3bdb148da84e43600cc8aa7bf_175)] [added: Summary](#i227c5318b70c4c6988c088fb54b3a4b0_184)] | | | [removed: [85](#i456526f3bdb148da84e43600cc8aa7bf_175)] [added: [88](#i227c5318b70c4c6988c088fb54b3a4b0_184)] | | |

Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, our business strategy (including anticipated trends and developments in, and management plans for, our business and the markets in which we operate), financial results, operating results, revenues, operating expenses, [removed: and] capital [removed: expenditures,] [added: expenditures including share repurchases,] sales and marketing [removed: initiatives] [added: initiatives, cybersecurity risks] and competition.

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

- Current or future global market uncertainties or downturns and associated macroeconomic conditions beyond our control could [added: harm the overall demand for advertising and the economic health of advertisers, which could] adversely affect our business, financial condition and results of operations.

- Operational performance and internal control issues [removed: with our platform] may adversely affect our business, financial condition and results of operations and subject us to liability.

- If unauthorized access is obtained to user, client or inventory and third-party provider data, or our platform [removed: is] [added: or related offerings are] compromised, our services may be disrupted or perceived as insecure, and as a result, we may lose existing clients or fail to attract new clients, and we may incur significant reputational harm and legal and financial liabilities.

- Privacy and data protection laws to which we [added: and our clients, inventory partners, and third-party data providers] are subject may cause us to incur additional or unexpected costs, subject us to [added: investigations or] enforcement actions for [added: alleged] compliance [removed: failures] [added: failures, result in less demand for our products and services,] or cause us to change our [removed: platform] [added: platform, related offerings] or business model, which may have a material adverse effect on our business.

- Third parties control our access to unique identifiers, and if the use of “third-party cookies” or other technology to uniquely identify devices [added: or users] is rejected by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by preference signals, technical changes on end users’ devices and web browsers, or our and our clients’ ability to use [removed: data] [added: data, including] on our platform [added: or related offerings] is otherwise restricted, our performance may decline, and we may lose advertisers and revenue.

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

| [Part I](#i227c5318b70c4c6988c088fb54b3a4b0_13) | | | | | | | | |

| [I](#i227c5318b70c4c6988c088fb54b3a4b0_578)[tem 1C.](#i227c5318b70c4c6988c088fb54b3a4b0_578) | | | [C](#i227c5318b70c4c6988c088fb54b3a4b0_578)[ybersecurity](#i227c5318b70c4c6988c088fb54b3a4b0_578) | | | [40](#i227c5318b70c4c6988c088fb54b3a4b0_578) | | |

| [Part II](#i227c5318b70c4c6988c088fb54b3a4b0_34) | | | | | | | | |

| [Part III](#i227c5318b70c4c6988c088fb54b3a4b0_160) | | | | | | | | |

| [Part IV](#i227c5318b70c4c6988c088fb54b3a4b0_178) | | | | | | | | |

| [Signatures](#i227c5318b70c4c6988c088fb54b3a4b0_187) | | | | | | [89](#i227c5318b70c4c6988c088fb54b3a4b0_187) | | |

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

- Advertising technology industry self-regulation may lead to investigation by government or self-regulatory bodies, government or private litigation, and operational costs or harm to reputation or brand.

- Our failure to meet standards and provide services that our advertisers and inventory suppliers trust, could harm our brand and reputation and those of our partners and negatively impact our business, financial condition and results of operations.

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

| [Part I](#i456526f3bdb148da84e43600cc8aa7bf_13) | | | | | | | | |

| [Part II](#i456526f3bdb148da84e43600cc8aa7bf_34) | | | | | | | | |

| [Part III](#i456526f3bdb148da84e43600cc8aa7bf_151) | | | | | | | | |

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

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

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

Risk Management and Strategy

Management has implemented a program to protect the confidentiality, integrity and availability of our information systems and to identify, assess, manage and report on material risks from cybersecurity threats.

The program is managed by an in-house cybersecurity team, and the program includes risk management and mitigation processes, such as malware protection, access management, technical vulnerability management and security incident response among other processes and technical safeguards; communication with third-party providers of services regarding their information security practices and disclosed cybersecurity incidents; the use of third-party service providers, as appropriate, for monitoring and mitigating cybersecurity threats and conducting penetration tests; education and training across the organization to mitigate cybersecurity threats to employees and our company; the maintenance of cybersecurity breach insurance; and disaster recovery and business continuity arrangements to minimize the potential impact to our operations in the event of a cybersecurity incident.

The cybersecurity program is aligned with our enterprise risk framework.

Members of our cybersecurity, enterprise risk management, finance and legal teams collaboratively assess the degree of risk to our business and operations from cybersecurity threats and incidents to develop incident response plans and risk mitigation practices.

Risk is assessed across the potential technological, operational, financial, legal, regulatory and reputational impacts to our company, including the materiality of cybersecurity incidents pursuant to SEC disclosure rules.

Although we follow guidance from various standards related to cybersecurity and engage third-party attestation services to test controls relevant to our business, this does not imply that we meet any particular technical standards, specifications or requirements.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition or results of operations.

However, we remain subject to unknown or future cybersecurity threats that could materially affect us, including our business strategy, financial condition or results of operations.

See “*Item 1A.

Risk Factors*” for a discussion of various risks related to cybersecurity.

Governance

Our board of directors has delegated oversight of all risk assessment and risk management activities to the audit committee.

The audit committee provides strategic oversight of management’s risk management practices, including cybersecurity.

Regular and ad hoc reporting from management, such as the executive risk committee (as described below), to the audit committee may include information about the prevention, detection, mitigation and remediation of material cybersecurity incidents, if any.

Our executive risk committee, which is comprised of our Chief Financial Officer, Chief Legal Officer and Senior Vice President, Technology, oversees the cybersecurity risk assessment and mitigation activities and receives regular reports from our cybersecurity team regarding the nature, timing and extent of incidents that occur across the Company’s internal environments and those disclosed by third-party service providers, if applicable.

Our cybersecurity team is comprised of technically skilled professionals with computer science, cybersecurity assurance or other cybersecurity degrees and professional experience in monitoring, detecting, mitigating and preventing cybersecurity incidents and testing cybersecurity processes.

The executive risk committee has expertise in the pertinent financial, legal, regulatory, operational and technical areas to assess the impact of cybersecurity risks and incidents across the business and oversee our response to and disclosure of such incidents.

In particular, our Senior Vice President, Technology brings decades of technical experience to our executive risk committee along with technical education in computer engineering.

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

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

As of January 31, [removed: 2023,] [added: 2024,] there were approximately [removed: 20] [added: 16] holders of record of our Class A common stock and 14 holders of record of our Class B common stock.

We currently intend to retain any earnings to finance the operation and expansion of our [removed: business.][added: business or to conduct repurchases of our Class A common stock.]

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

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

The information required by this item will be included in our proxy statement relating to our [removed: 2023] [added: 2024] 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: 2022] [added: 2023] (the “Proxy Statement”) and is incorporated herein by reference.

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: 2017,] [added: 2018,] and December 31, [removed: 2022,] [added: 2023,] 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 [added: Russell 3000 Index assumes reinvestment of dividends.]

The graph assumes the closing market price on December 31, [removed: 2017,] [added: 2018,] of [removed: $4.57] [added: $11.61] per share as the initial value of our Class A common stock after retroactive adjustment for the Stock Split.

[removed: ][added: ]

Issuer Purchases of Equity Securities

The following table summarizes share repurchase activity for the three months ended December 31, 2023:

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

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

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

| | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid Per Share(2) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs(1) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) | | |

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

| October 1-31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 273 | |

| November 1-30 | | | 1,685 | | | | | | $ | 68.19 | | | | | 1,685 | | | | | | $ | 158 | |

| December 1-31 | | | 1,507 | | | | | | $ | 69.64 | | | | | 1,507 | | | | | | $ | 53 | |

| | | | 3,192 | | | | | | | | | | | | 3,192 | | | | | | | | |

_______________

(1) On February 15, 2023, we announced that our board of directors approved a share repurchase program with authorization to repurchase up to $700 million our Class A common stock, which commenced in February 2023 and has no expiration date.

In February 2024, an additional $647 million was authorized under this program, bringing the total amount for future repurchases back to $700 million.

The share repurchase program is designed to help offset the impact of future share dilution from employee stock issuances.

Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases determined at our discretion, depending on market conditions and corporate needs.

Open market repurchases are structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.

The program does not obligate us to acquire a minimum amount of Class A common stock, and may be modified, suspended or terminated at any time at the discretion of our board of directors.

See *Note 9—Capitalization* in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to share repurchases.

(2) Excludes other costs such as broker commissions and the accrued excise tax imposed by the Inflation Reduction Act of 2022 (“IRA”).

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

Russell 3000 Index assumes reinvestment of dividends.

| [Report of Independent Registered Public Accounting [removed: Firm](#i456526f3bdb148da84e43600cc8aa7bf_82)] [added: Firm](#i227c5318b70c4c6988c088fb54b3a4b0_82)] [(PCAOB [removed: ID](#i456526f3bdb148da84e43600cc8aa7bf_82) 238[)](#i456526f3bdb148da84e43600cc8aa7bf_82)] [added: ID](#i227c5318b70c4c6988c088fb54b3a4b0_82) 238[)](#i227c5318b70c4c6988c088fb54b3a4b0_82)] | | | [removed: [55](#i456526f3bdb148da84e43600cc8aa7bf_82)] [added: [58](#i227c5318b70c4c6988c088fb54b3a4b0_82)] | | |

| [Consolidated Balance [removed: Sheets](#i456526f3bdb148da84e43600cc8aa7bf_85)] [added: Sheets](#i227c5318b70c4c6988c088fb54b3a4b0_85)] | | | [removed: [57](#i456526f3bdb148da84e43600cc8aa7bf_85)] [added: [60](#i227c5318b70c4c6988c088fb54b3a4b0_85)] | | |

| [Consolidated Statements of [removed: Operations](#i456526f3bdb148da84e43600cc8aa7bf_88)] [added: Operations](#i227c5318b70c4c6988c088fb54b3a4b0_88)] | | | [removed: [58](#i456526f3bdb148da84e43600cc8aa7bf_88)] [added: [61](#i227c5318b70c4c6988c088fb54b3a4b0_88)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i456526f3bdb148da84e43600cc8aa7bf_91)] [added: Equity](#i227c5318b70c4c6988c088fb54b3a4b0_91)] | | | [removed: [59](#i456526f3bdb148da84e43600cc8aa7bf_91)] [added: [62](#i227c5318b70c4c6988c088fb54b3a4b0_91)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i456526f3bdb148da84e43600cc8aa7bf_94)] [added: Flows](#i227c5318b70c4c6988c088fb54b3a4b0_94)] | | | [removed: [60](#i456526f3bdb148da84e43600cc8aa7bf_94)] [added: [63](#i227c5318b70c4c6988c088fb54b3a4b0_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i456526f3bdb148da84e43600cc8aa7bf_97)] [added: Statements](#i227c5318b70c4c6988c088fb54b3a4b0_97)] | | | [removed: [61](#i456526f3bdb148da84e43600cc8aa7bf_97)] [added: [64](#i227c5318b70c4c6988c088fb54b3a4b0_97)] | | |

We have audited the accompanying consolidated balance sheets of The Trade Desk, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of stockholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

For the year ended December 31, [removed: 2022,] [added: 2023,] the Company’s revenue was [removed: $1,578] [added: $1,946] million.

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash [removed: equivalents |] [added: equivalents—Beginning of year] | | [removed: $] | 1,030,506 | | | | | [removed: $] | 754,154 | | [added: | | | | 437,353 | | |]

| Short-term investments, net | | | [removed: 416,080] [added: 485,159] | | | | | | [removed: 204,625] [added: 416,080] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $10,477] [added: $12,826] and [removed: $7,374] [added: $10,477] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 2,347,195] [added: 2,870,313] | | | | | | [removed: 2,020,720] [added: 2,347,195] | | |

| Prepaid expenses and other current assets | | | [removed: 51,836] [added: 63,353] | | | | | | [removed: 112,150] [added: 51,836] | | |

| TOTAL CURRENT ASSETS | | | [removed: 3,845,617] [added: 4,313,954] | | | | | | [removed: 3,091,649] [added: 3,845,617] | | |

| Property and equipment, net | | | [removed: 173,759] [added: 161,422] | | | | | | [removed: 135,856] [added: 173,759] | | |

| Operating lease assets | | | [removed: 220,396] [added: 197,732] | | | | | | [removed: 234,091] [added: 220,396] | | |

| Deferred income taxes | | | [removed: 94,028] [added: 154,849] | | | | | | [removed: 68,244] [added: 94,028] | | |

| Other assets, non-current | | | [removed: 46,879] [added: 60,730] | | | | | | [removed: 47,500] [added: 46,879] | | |

| TOTAL ASSETS | | | $ | [removed: 4,380,679] [added: 4,888,687] | | | | | $ | [removed: 3,577,340] [added: 4,380,679] | |

| Accounts payable | | | $ | [removed: 1,871,419] [added: 2,317,318] | | | | | $ | [removed: 1,655,684] [added: 1,871,419] | |

| Accrued expenses and other current liabilities | | | [removed: 105,474] [added: 137,996] | | | | | | [removed: 101,472] [added: 105,474] | | |

| Operating lease liabilities | | | [removed: 52,430] [added: 55,524] | | | | | | [removed: 46,149] [added: 52,430] | | |

| TOTAL CURRENT LIABILITIES | | | [removed: 2,029,323] [added: 2,510,838] | | | | | | [removed: 1,803,305] [added: 2,029,323] | | |

| Operating lease liabilities, non-current | | | [removed: 208,527] [added: 180,369] | | | | | | [removed: 238,449] [added: 208,527] | | |

| Other liabilities, non-current | | | [removed: 27,490] [added: 33,261] | | | | | | [removed: 8,280] [added: 27,490] | | |

| TOTAL LIABILITIES | | | [removed: 2,265,340] [added: 2,724,468] | | | | | | [removed: 2,050,034] [added: 2,265,340] | | |

| Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | — | | | | | | — | | |

| Common stock, par value $0.000001 Class A, 1,000,000 shares authorized; [removed: 446,456] [added: 444,997] and [removed: 439,206] [added: 446,456] shares issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively Class B, 95,000 shares authorized; [removed: 44,012] [added: 43,919] and [removed: 44,235] [added: 44,012] shares issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | — | | | | | | — | | |

| Additional paid-in capital | | | [removed: 1,449,825] [added: 1,967,265] | | | | | | [removed: 915,177] [added: 1,449,825] | | |

| Retained earnings | | | [removed: 665,514] [added: 196,954] | | | | | | [removed: 612,129] [added: 665,514] | | |

| TOTAL STOCKHOLDERS’ EQUITY | | | [removed: 2,115,339] [added: 2,164,219] | | | | | | [removed: 1,527,306] [added: 2,115,339] | | |

| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | $ | [removed: 4,380,679] [added: 4,888,687] | | | | | $ | [removed: 3,577,340] [added: 4,380,679] | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenue | | | $ | [removed: 1,577,795] [added: 1,946,120] | | | | | $ | [removed: 1,196,467] [added: 1,577,795] | | | | | $ | [removed: 836,033] [added: 1,196,467] | |

| Platform operations | | | [removed: 281,123] [added: 365,598] | | | | | | [removed: 221,554] [added: 281,123] | | | | | | [removed: 178,812] [added: 221,554] | | |

| Sales and marketing | | | [removed: 337,975] [added: 447,970] | | | | | | [removed: 249,298] [added: 337,975] | | | | | | [removed: 174,742] [added: 249,298] | | |

| Technology and development | | | [removed: 319,876] [added: 411,794] | | | | | | [removed: 226,137] [added: 319,876] | | | | | | [removed: 166,654] [added: 226,137] | | |

February 15, 2024

| | | | 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | 895,129 | | | | | $ | 1,030,506 | |

| Repurchases of Class A common stock | | | (10,120) | | | | | | — | | | | | | — | | | | | | (647,500) | | | | | | (647,500) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 178,940 | | | | | | 178,940 | | |

| Balance as of December 31, 2023 | | | 488,916 | | | | | | $ | — | | | | | $ | 1,967,265 | | | | | $ | 196,954 | | | | | $ | 2,164,219 | |

| Net income | | | $ | 178,940 | | | | | $ | 53,385 | | | | | $ | 137,762 | |

| Repurchases of Class A common stock | | | (646,597) | | | | | | — | | | | | | — | | |

Platform operations

The ESPP and the CEO Performance Option have a six\-month and a one\-year holding period with respect to the sale or transfer of purchased or vested common shares, respectively.

Due to the holding period, the Company applies a discount to reflect the non-transferability of the shares for the ESPP and the CEO Performance Option.

| Add: provision for expected credit losses | | | 2,960 | | | | | | 3,203 | | | | | | 1,456 | | |

In 2023, one holding company accounted for 12% of Gross Billings.

As of December 31, 2023, two suppliers each accounted for at least 10%, and collectively accounted for 31%, of consolidated accounts payable.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which adds requirements to report significant expenses, requirements for entities with a single reportable segment to provide all disclosures otherwise required under Topic 280 and requirements to report segment information on an interim basis, among other clarifications and requirements.

This guidance will be effective on a retrospective basis for annual periods beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and interim periods beginning with the Company’s Quarterly Report Form 10-Q for the fiscal quarter ended March 31, 2025.

Early adoption is permitted.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and notes.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of information and consistent categories in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This guidance will be effective on a prospective basis, with an option to apply it retrospectively, for annual periods beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Early adoption is permitted.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and notes.

| Net income | | | $ | 178,940 | | | | | $ | 53,385 | | | | | $ | 137,762 | |

| | | | 2023 | | | | | | 2022 | | |

| | | | 319,959 | | | | | | 279,653 | | |

| | | | $ | 161,422 | | | | | $ | 173,759 | |

| | | | 2023 | | | | | | 2022 | | |

| | | | As of December 31, 2023 | | | | | | | | | | | | | | |

| Cash | | | $ | 289,512 | | | | | — | | | | | | $ | 289,512 | |

| Commercial paper | | | 36,013 | | | | | | 168,224 | | | | | | 204,237 | | |

| Corporate debt securities | | | — | | | | | | 185,465 | | | | | | 185,465 | | |

| Total | | | $ | 895,129 | | | | | $ | 485,159 | | | | | $ | 1,380,288 | |

| | | | December 31, 2023 | | |

| Total | | | $ | 485,159 | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| | | | 2023 | | | | | | 2022 | | |

| 2024 | | | | | | $ | 62,412 | |

| 2025 | | | | | | 59,141 | | |

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

February 15, 2023

| Balance as of December 31, 2019 | | | 454,755 | | | | | | $ | — | | | | | $ | 380,079 | | | | | $ | 232,438 | | | | | $ | 612,517 | |

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

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 242,317 | | | | | | 242,317 | | |

| Proceeds from line of credit | | | — | | | | | | — | | | | | | 143,000 | | |

| Repayment on line of credit | | | — | | | | | | — | | | | | | (143,000) | | |

| Cash and cash equivalents—Beginning of year | | | 754,154 | | | | | | 437,353 | | | | | | 130,876 | | |

The platform fee percentage is based on the level of purchases by the client through the platform during the month.

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

The Company used the modified retrospective transition method, which required a cumulative-effect adjustment to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated.

The cumulative-effect adjustment recorded on January 1, 2020 was not material.

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

| Add: bad debt expense | | | 3,203 | | | | | | 1,456 | | | | | | 3,149 | | |

In 2020, two holding companies each accounted for 11% of Gross Billings.

As of December 31, 2021, one supplier accounted for 17% of consolidated accounts payable.

The 2021 aggregate notional amount has been updated to exclude contracts closed but unsettled at December 31, 2021.

| | | | 279,653 | | | | | | 204,746 | | |

| | | | $ | 173,759 | | | | | $ | 135,856 | |

| | | | As of December 31, 2021 | | | | | | | | | | | | | | |

| Cash | | | $ | 272,058 | | | | | — | | | | | | $ | 272,058 | |

| Commercial paper | | | 47,544 | | | | | | 70,804 | | | | | | 118,348 | | |

| Corporate debt securities | | | 3,253 | | | | | | 85,425 | | | | | | 88,678 | | |

| Total | | | $ | 754,154 | | | | | $ | 204,625 | | | | | $ | 958,779 | |

| Total | | | $ | 416,080 | |

The Credit Facility replaced the Company’s prior credit facility, which was scheduled to terminate in May 2022.

As of December 31, 2022, loans under the Credit Facility bore interest through maturity at a variable rate based upon, at the Company’s option, an annual rate of either a Base Rate or an adjusted London Interbank Offered Rate

(“LIBOR”), plus an applicable margin (“Base Rate Borrowings” and “LIBOR Rate Borrowings”).

The Amended Base Rate is defined as a rate per annum for any day equal to the greatest of (1) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States, (2) the NYFRB Rate in effect on such day plus half of 1% and (3) the adjusted term SOFR rate for a one-month interest period on such day plus 1%.

The applicable margin is between 0.25% to 1.25% for Amended Base Rate Borrowings and between 1.25% and 2.25% for Term SOFR Borrowings based on the Company maintaining certain leverage ratios.

The Company has had no drawdowns on its Credit Facility since December 31, 2022.

| 2023 | | | | | | $ | 59,406 | |

| 2024 | | | | | | 53,372 | | |

| 2025 | | | | | | 44,051 | | |

| 2026 | | | | | | 36,415 | | |

| 2027 | | | | | | 33,811 | | |

| Thereafter | | | | | | 63,193 | | |

Such repurchases may also be made in compliance with Rule 10b5-1 trading plans entered into by the Company.

| Outstanding as of December 31, 2021 | | | 18,984 | | | | | | $ | 15.14 | | | | | | | | | | | | | |

| Granted | | | 1,543 | | | | | | 60.78 | | | | | | | | | | | | | | |

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which appears *in “Item 8.

There have been no significant changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[added: 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)

Rule 10b5-1 Trading Plans

Our Section 16 officers and directors (as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) may from time to time enter into plans for the purchase or sale of Company stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

On November 13, 2023, our Chief Executive Officer, Jeff T.

Green, through a personal trust over which he is a trustee, modified a trading plan with respect to the sale of our Class A common stock intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), which he had previously adopted on June 15, 2023.

The modified plan covers the sale of up to 866,901 shares.

The modified plan will terminate at the earlier of the execution of all trading orders in the plan or May 15, 2024.

During the quarter ended December 31, 2023, none of our Section 16 officers or directors adopted or terminated a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).

None.

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

The information required by this item will be included in our proxy statement relating to our [removed: 2023] [added: 2024] 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: 2022] [added: 2023] (the “Proxy Statement”) and is incorporated herein by reference.

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

| 3.2 | | | | | | [Amended and Restated [removed: Bylaws.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex32_63.htm)] [added: Bylaws.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000046/exhibit31-amendedandrestat.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: 2/19/2021] [added: 10/31/2023] | | | | | | [removed: 3.2] [added: 3.1] | | | | | | | | | | | |

| 4.1 | | | | | | Reference is made to Exhibits [3.1](http://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex31_62.htm) and [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex32_63.htm).] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000046/exhibit31-amendedandrestat.htm).] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.4 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/exhibit4_4-exx44.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/exhibit4_4-exx44.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 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 [removed: 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] [added: issuers party] thereto, and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/exhibit10_3-amendmentno2to.htm) | | | | | | [added: 10-K] | | | | | | [added: 2/15/2023] | | | | | | [added: 10.3] | | | | | | | | | [removed: X] | | |

| 10.10+ | | | | | | [Employment Agreement, dated as of [removed: May 11, 2017,] [added: August 24, 2020] between The Trade Desk, Inc. and [removed: David R. Pickles.](http://www.sec.gov/Archives/edgar/data/0001671933/000119312517167445/d274174dex103.htm)] [added: Jay Grant.](http://www.sec.gov/Archives/edgar/data/1671933/000156459020051533/ttd-ex101_40.htm)] | | | | | | 10-Q | | | | | | [removed: 5/11/2017] [added: 11/6/2020] | | | | | | [removed: 10.3] [added: 10.1] | | | | | | | | | | | |

| 10.12+ | | | | | | [removed: [Employment] [added: [Amendment No. 1 to Employment] Agreement, dated [added: as of] October [removed: 29, 2019] [added: 6, 2021,] between The Trade Desk, Inc. and [removed: Blake Grayson.](http://www.sec.gov/Archives/edgar/data/1671933/000156459019043644/ttd-ex102_56.htm)] [added: Jeff Green.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021050550/ttd-ex10_7.htm)] | | | | | | 8-K | | | | | | [removed: 11/15/2019] [added: 10/8/2021] | | | | | | 10.2 | | | | | | | | | | | |

| [removed: 10.13+] [added: 10.14+] | | | | | | [Employment [removed: Agreement,] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000042/ex101employmentagreementda.htm)[,] dated [removed: as of August] [added: May] 24, [removed: 2020 between] [added: 2023](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000042/ex101employmentagreementda.htm) [between] The [removed: Trade Desk,] [added: T](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000042/ex101employmentagreementda.htm)[rade Desk](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000042/ex101employmentagreementda.htm)[,] Inc. and [removed: Jay Grant.](http://www.sec.gov/Archives/edgar/data/1671933/000156459020051533/ttd-ex101_40.htm)] [added: Laura Schenkein.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000042/ex101employmentagreementda.htm)] | | | | | | 10-Q | | | | | | [removed: 11/6/2020] [added: 8/9/2023] | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.14+] [added: 10.11+] | | | | | | [Performance Stock Option Award Agreement under The Trade Desk, Inc. 2016 Incentive Award Plan, dated as of October 6, 2021, between The Trade Desk, Inc. and Jeff Green.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021050550/ttd-ex10_8.htm) | | | | | | 8-K | | | | | | 10/8/2021 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.16+] [added: 10.13+] | | | | | | [The Trade Desk, Inc. Non-Employee Director Compensation Policy.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex1016_49.htm) | | | | | | 10-K | | | | | | 2/16/2022 | | | | | | 10.16 | | | | | | | | | | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/exhibit211-subsidiariesoft.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/exhibit211-subsidiariesoft.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/exhibit23_1-exx231.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/exhibit23_1-exx231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (included on signature page to this Annual Report on Form [removed: 10-K).](#i456526f3bdb148da84e43600cc8aa7bf_178)] [added: 10-K).](#i227c5318b70c4c6988c088fb54b3a4b0_187)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/ttd-20221231xex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/ttd-20231231xex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/ttd-20221231xex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/ttd-20231231xex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1(1) | | | | | | [Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000007/ttd-20221231xex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/ttd-20231231xex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 97.1 | | | | | | [Policy](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/ex971-policyforrecoveryofe.htm) [for](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/ex971-policyforrecoveryofe.htm) [Recovery of Erroneously Awarded Compensation.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/ex971-policyforrecoveryofe.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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

| 10.11+ | | | | | | [Offer Letter, dated October 29, 2019, by and between the Company and Blake Grayson.](http://www.sec.gov/Archives/edgar/data/1671933/000156459019043644/ttd-ex101_55.htm) | | | | | | 8-K | | | | | | 11/15/2019 | | | | | | 10.1 | | | | | | | | | | | |

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

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 15th day of February, [removed: 2023.][added: 2024.]

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

[removed: Grayson,] [added: Green and Laura Schenkein,] jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

| /s/ JEFF T. GREEN | | | | | | Chief Executive Officer, Director (principal executive officer) | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| /s/ [removed: BLAKE J. GRAYSON] [added: LAURA SCHENKEIN] | | | | | | Chief Financial Officer (principal financial officer and principal accounting officer) | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| /s/ LISE J. BUYER | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| /s/ ANDREA CUNNINGHAM | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| /s/ KATHRYN E. FALBERG | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| /s/ GOKUL RAJARAM | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| /s/ DAVID B. WELLS | | | | | | Director | | | | | | February 15, [removed: 2023] [added: 2024] | | |

| | | | By: | | | /s/ LAURA SCHENKEIN | | |

| Laura Schenkein | | | | | | | | | | | | | | |

| /s/ SAMANTHA JACOBSON | | | | | | Chief Strategy Officer, Director | | | | | | February 15, 2024 | | |

| Samantha Jacobson | | | | | | | | | | | | | | |

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

| | | | By: | | | /s/ BLAKE J. GRAYSON | | |

Green and Blake J.

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

| Blake J. Grayson | | | | | | | | | | | | | | |

| /s/ DAVID R. PICKLES | | | | | | Chief Technology Officer, Director | | | | | | February 15, 2023 | | |

| David R. Pickles | | | | | | | | | | | | | | |

| /s/ ERIC B. PALEY | | | | | | Director | | | | | | February 15, 2023 | | |

| Eric B. Paley | | | | | | | | | | | | | | |