Trade Desk (TTD) 10-K risk factor changes: FY2024 vs FY2023

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

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

To sustain or increase our revenue, we must regularly add new clients and encourage existing clients to maintain or increase the amount of [removed: advertising inventory purchased] [added: spend] through our platform and adopt [added: existing or] new [removed: features and functionalities] [added: offerings] that we make available.

We have spent significant effort in cultivating our relationships with advertising [removed: agencies,] [added: agencies and advertisers,] which has resulted in an increase in the budgets allocated to, and the amount of advertising purchased on, our platform.

However, it is possible that we may reach a point of saturation at which we cannot continue to grow our revenue from such agencies [added: or advertisers] because of internal limits that advertisers may place on the allocation of their advertising budgets to digital media to a particular provider or otherwise.

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

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

If a major client representing a significant portion of our business decides to materially reduce its use of our platform or [added: related offerings or] to cease [removed: using our platform] [added: their use] altogether, it is possible that our revenue or revenue growth rate could be significantly reduced, and our business negatively impacted.

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

Our client base consists primarily of advertising [removed: agencies.][added: agencies and advertisers.]

We do not have exclusive relationships with advertising [removed: agencies,] [added: agencies or advertisers,] and we depend on agencies to work with us to build and maintain advertiser relationships and execute advertising campaigns.

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

In addition, some advertising agencies have their own relationships with suppliers of advertising inventory and [added: data and] can directly connect advertisers with such suppliers.

Our business may suffer to the extent that advertising agencies and [removed: inventory] [added: such] suppliers purchase and sell advertising inventory [added: or data] directly from one another or through intermediaries other than us.

[removed: Many] [added: Our clients include advertising agencies, many] of [removed: these agencies] [added: which] 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.

If all of our individual client contractual relationships were aggregated at the holding company level, [removed: Publicis Groupe] [added: one holding company] would have represented more than 10% of our gross billings for [removed: 2023.][added: 2024.]

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

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

If we fail to innovate or make the right investment decisions in our [removed: offerings] [added: platform] and [removed: platform,] [added: related offerings,] we may fail to attract and retain advertisers and advertising agencies and our revenue and results of operations may decline.

Furthermore, even if we believe that our investments improve upon our platform and [added: related] 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.

In addition, as we develop and introduce new [removed: products and services,] [added: offerings,] 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 risks and challenges, [removed: that] [added: which] may cause unintended [removed: consequences] [added: consequences,] and [added: they] may not function properly or may be misused by our clients.

If we fail to adapt to our rapidly changing industry or to evolving client needs or expectations, or we provide new or updated [removed: products and services] [added: offerings] 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 substantial majority of our revenue has been derived from clients that programmatically purchase advertising [removed: inventory] through our platform.

We expect that [removed: spending] [added: spend] on programmatic ad buying will continue to be our primary source of revenue for the foreseeable future and that our revenue growth will largely depend on increasing spend through our platform.

The market for programmatic ad buying is [removed: an emerging] [added: a relatively new] market, and our current and potential clients may not shift to programmatic ad buying from other buying methods as quickly as we expect, which would reduce our growth potential.

As the market for programmatic buying for advertising matures, growth in spend may outpace growth in our revenue due to a number of factors, including pricing competition, [removed: quantity] [added: volume] discounts and shifts in [removed: product,] media, client and channel [removed: mix.][added: mix, and the composition of offerings provided to our clients.]

Historically, our clients have predominantly used our platform to purchase [removed: mobile, display] [added: CTV] and [removed: video] [added: other video, mobile and display] advertising inventory.

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

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

Furthermore, if our channel mix changes due to a shift in client demand, such as clients shifting their [removed: spending] [added: spend] more quickly or more extensively than expected to channels in which we have relatively less functionality, features, or inventory, then demand for our platform could decrease, and our business, financial condition, and results of operations could be adversely affected.

We must maintain a consistent supply of [removed: attractive] [added: quality] ad [removed: inventory.][added: inventory that is attractive to our clients.]

Our success depends on our ability to secure quality inventory on reasonable terms across a broad range of advertising networks and exchanges and social media platforms, including [added: CTV and other] video, [removed: display, CTV, audio] [added: mobile, display] and [removed: mobile] [added: audio] inventory.

Given the importance of ensuring access to quality inventory for our advertisers, we launched our OpenPath [removed: offering,] [added: offering] in order to give clients a simplified, direct connection to publishers.

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

[removed: Current or future global market] [added: Market] uncertainties or [removed: downturns] [added: downturns, whether global, local or industry or sector specific,] and associated macroeconomic conditions, such as growing inflation, [removed: rising] [added: changes in] interest rates, recessionary fears, changes in foreign currency exchange rates, supply chain disruptions, the impact of global instability in many parts of the world and 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 [removed: and results of operations.]

Our revenue, cash flow, results of operations and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of our clients’ [removed: spending] [added: spend] on advertising campaigns.

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

[removed: We are] also vulnerable to unintentional errors or malicious or improper actions by persons with authorized access to our systems that exceed the scope of their access rights, distribute data erroneously, or, unintentionally or intentionally, interfere with the intended operations and functioning of our platform and related offerings.

Misuse, vulnerabilities, outages and disruptions of our platform and related offerings, including due to cyberattacks, may require engagement with regulators or lead to legal actions, [added: and may] harm our reputation and negatively impact our business, financial condition and results of operations.

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

You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Annual Report on Form 10-K,*

Additionally, a holding company may be acquired by, or consolidate with, another holding company that does not utilize our platform, or may otherwise reduce overall spend on our platform as a result of an acquisition or consolidation.

If so, any consolidation of, or loss of relationships with such holding companies and

and results of operations.

Although we have in the past and may in the future undertake efforts to address these supply chain inefficiencies, we may not be successful in such efforts.

We have been investing in this offering and plan to continue to grow the amount of OpenPath inventory and publishers available through our platform, but we cannot guarantee that this or future offerings will prove attractive to our clients or otherwise be successful.

information or data arising from employees’ combined personal and private use of devices, accessing our systems or data using wireless networks that we do not control or the ability to transmit or store company-controlled data outside of our secured network.

We could also be required to notify regulators, customers or other third parties.

For example, the FTC has been very active in bringing enforcement actions against companies that handle personal data it views as sensitive for advertising purposes, including location data brokers and companies that process health-related data.

These enforcement announcements signal ongoing regulatory scrutiny of advertising practices that involve “sensitive” categories of personal data such as health data and precise location information.

The Commission could continue to build on this trend under its recently granted authority to enforce a federal law focused on disclosures of certain “sensitive” information by companies operating as data brokers to certain restricted countries or entities “controlled” by such countries.

In

Many also impose data minimization requirements, mandating that companies only collect and process data for certain purposes.

It also provides certain rights, such as

Because we are under the supervision of relevant data protection authorities in both the EEA and the U.K., we may be fined under both the EU GDPR and the UK GDPR for the same breach, with penalties up to the greater of €20 million/BP 17.5 million or 4% of total worldwide annual turnover.

There can be no assurances that the privacy and security-related measures and safeguards we have put into place in relation to these third parties will be effective to protect us and/or the relevant personal information from the risks associated with the third-party processing of such data.

Online political advertising laws are rapidly evolving and, in

In July 2024, Google announced that it was updating its plan for deprecation of cookies and would, at some point in the future, introduce a new experience in Chrome that allows users to indicate a preference of an undefined type that would apply in an unstated way to the user’s web browsing activity.

We may be required to, or otherwise may determine that it is advisable to, make significant changes in our business operations and offerings to

- changes in our platform or related offerings, their features, and the mix of offerings that are adopted by our clients;

We are

Consequently, our reputation depends in part on providing services

providers or assume some hosting responsibilities ourselves.

Our ability to achieve revenue growth will depend, in large part, on our success in recruiting,

from expanding our offerings.

Any such violation could

affect us.

Legal Proceedings.*”

In addition, we are subject to Nevada’s statute on combinations with interested stockholders.

- any action asserting a claim arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of the Nevada Revised Statutes, our articles of incorporation or our bylaws or certain voting trust agreements to which we are a party or a stated beneficiary (collectively, the “Nevada Forum Provision”).

In addition, there is uncertainty as to whether other courts will enforce our Federal Forum Provision.

The state

maintain effective disclosure controls and procedures and internal controls over financial reporting.

In addition, the Organization for Economic Cooperation and Development (“OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting, including Pillar Two Model Rules defining a global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%.

While the changes from these rules have not impacted our financial condition or results of operations, they could increase our effective tax rate and cash tax payments in future periods.

We had over 1,100 clients, consisting primarily of advertising agencies, as of December 31, 2023.

individual agencies in the future.

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

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.

The use of APIs by our clients has significantly increased in recent years.

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 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 theft or denial of service attacks.

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

We have experienced system slowdowns due to client overuse of our systems through our APIs.

While we have taken measures intended to decrease security and outage risks associated with the use of APIs, we cannot guarantee that such measures will be successful.

Our failure to prevent outages or security breaches resulting from API use could result in government enforcement actions against us, claims for damages by consumers and other affected individuals, costs associated with investigation and remediation damage to our reputation and loss of goodwill, any of which could harm our business, financial condition and results of operations.

directly from consumers and from our clients or others.

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.

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.

Non-compliance with the GDPR can trigger steep fines of up to the greater of €20 million or 4% of total worldwide annual revenue.

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.

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

We saw publishers impose varying prohibitions and restrictions on the types of political advertising and breadth of targeted advertising allowed on their platforms with respect to advertisements for the 2020 U.S. presidential election in response to political advertising scandals, such as the scandal involving Cambridge Analytica.

The lack of uniformity and increasing restrictions and requirements on transparency and disclosure could adversely impact the inventory made available for political advertising and the demand for such inventory on our platform, and otherwise increase our operating and compliance costs.

clients’ ability to use data, including on our platform or related offerings is otherwise restricted, our performance may decline, and we may lose advertisers and revenue.

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

Recent state privacy laws and regulations issued pursuant to those laws address and expand on requirements for honoring browser-based or similar technical signals for consumers to opt out of the sale and the use of personal data for targeted advertising purposes.

If use of the “Global Privacy Control” or similar signals is adopted by many Internet users or if such a standard is imposed by even more 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 related offerings, and our business, financial condition and results of operations could be adversely affected.

amounts paid to inventory suppliers.

- changes in our client base and platform or related offerings;

If we are unsuccessful in establishing or

The covenants in our

In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law.

- any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws, or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware; or

- any action asserting a claim governed by the internal affairs doctrine (collectively, the “Delaware Forum Provision”).

Further, our amended and restated bylaws provide that, unless we consent in writing to the selection of an

In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our Federal Forum Provision.

uncertain.

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

We generate revenue by charging our clients a platform fee [added: generally] based on a percentage of [removed: a client’s] [added: our clients’] total spend on [removed: advertising.][added: our platform and from providing value-added services and data to support their advertising campaigns.]

| Gross spend (1) | | | $ | [removed: 9,611] [added: 12,041] | | | | | $ | [removed: 7,741] [added: 9,611] | | | | | $ | [removed: 1,870] [added: 2,430] | | | | | [removed: 24] [added: 25] | | % |

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

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

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

Although our clients include some of the largest advertising agencies [added: and advertisers] in the world, we believe there is significant room for us to expand further within these clients and gain a larger amount of their advertising spend through our platform.

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

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

In addition, we expect to continue making investments in our infrastructure, including our information technology, financial and administrative systems and [removed: controls,] [added: controls] to support our growing operations.

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

Our business model has allowed us to grow significantly, and we believe that our operating leverage enables us to support future [added: long-term] growth profitably.

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

[removed: Rising interest rates, inflation, changes] [added: Changes] in [added: interest and] foreign currency exchange rates, [removed: strikes] [added: inflation] and geopolitical [removed: developments, as well as the COVID-19 pandemic, including the emergence of variants and subvariants,] [added: developments] have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and [removed: services,] [added: services in various industries,] 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.

Our clients include some of the largest advertising agencies [added: and advertisers] in the world, and we believe there is significant room for us to expand further within these clients.

As a result, future revenue growth depends upon our ability to retain our existing clients and to gain a larger amount of their [removed: advertising] spend through our [removed: platform.][added: platform in a highly competitive advertising market.]

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

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 [removed: features and functionality.][added: functionality, including the development of new or improved value-added services or the inclusion of additional data.]

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

We have been increasing our focus on markets outside the [removed: U.S.] [added: United States] 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 [removed: should continue to expand as publishers and advertisers outside the U.S. seek to adopt the benefits that programmatic advertising provides.]

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

We have one primary business activity and [removed: operate in] one [removed: reportable and] operating segment.

We generate revenue from clients who enter into agreements with us to use our platform to purchase advertising inventory, [removed: data] [added: value-added services] and [removed: other add-on features.][added: data.]

Generally, we report revenue on a net basis, which represents gross billings net of amounts we pay suppliers for the cost of advertising inventory, [removed: data] [added: supplier-provided components of value-added services] and [removed: add-on features.][added: data (collectively, “Supplier Components”).]

Revenue as a percentage of gross spend may fluctuate due to the types of services [added: rendered] and [added: client-selected] features [removed: selected by our clients] [added: purchased] through our platform and certain volume discounts.

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

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

Personnel costs include salaries, bonuses, stock-based [removed: compensation and] [added: compensation,] employee benefit costs [added: and travel] for personnel who support our platform and provide our clients with platform support.

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

We expect platform operations expenses to increase in absolute dollars in future periods as we continue to experience increased volumes of QPS through our [removed: platform] [added: platform, invest in our hosting capabilities] and hire additional personnel to support our clients.

*Sales and Marketing.* Sales and marketing expense consists primarily of personnel costs, including salaries, bonuses, stock-based compensation, employee benefits [added: costs, commission] costs and [removed: commission costs,] [added: travel,] for our sales and marketing [removed: personnel.]

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

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

*General and Administrative.* [removed: Our general] [added: General] and administrative expense consists primarily of personnel costs, including salaries, bonuses, stock-based [removed: compensation and] [added: compensation,] employee benefits costs [added: and travel] associated with our executive, finance, legal, human resources, compliance and other administrative personnel, as well as accounting and legal professional services [added: fees, local business taxes and] fees and credit loss expense.

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

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

*Foreign Currency Exchange Loss (Gain), Net.* Foreign currency exchange loss (gain), net consists primarily of gains and losses on foreign currency [removed: transactions.][added: transactions net of gains and losses on foreign currency forwards.]

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, [removed: Australian Dollar,] Canadian Dollar, [added: Australian Dollar,] Japanese Yen, Indian Rupee, Indonesian Rupiah, Hong Kong Dollar and Singapore Dollar.

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

| | | | 2024 | | | | | | 2023 | | | | | | $ | | | | | | % | | |

| Revenue | | | $ | 2,445 | | | | | $ | 1,946 | | | | | $ | 499 | | | | | 26 | | % |

| Net income | | | $ | 393 | | | | | $ | 179 | | | | | $ | 214 | | | | | 120 | | % |

We also anticipate that our sales and marketing expenses will continue to increase to acquire new clients and reinforce our relationships with existing clients.

Further, our ability to effectively manage our investments in infrastructure and headcount in response to this potential growth will impact our future profitability.

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

We charge our clients for total spend on our platform, which includes spend and fees on advertising inventory, value-added services and data to support those purchases, in addition to the platform fee that is generally based on a percentage of our clients’ total spend on the platform.

personnel.

We do not designate foreign currency forwards as hedges for accounting purposes.

We maintain a full valuation allowance against our U.K. net deferred tax assets, based on the history of cumulative losses and the conclusion that future taxable profit may not be available for the utilization of the deferred tax assets for U.K. income tax purposes.

We expect to maintain this valuation allowance for the near term, until it becomes more likely than not that the benefit of these U.K. deferred tax assets will be realized by way of expected future taxable income.

To the extent sufficient positive evidence becomes available, we may release all or a portion of our valuation allowance in one or more future periods.

A release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and may result in a material income tax benefit for the period in which such release is recorded.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

The increase in personnel costs was primarily due to the increase in stock-based compensation driven by new equity awards and the impact of the rising stock price on our 2024 employee stock purchase plan (the “ESPP”); an increase in platform support by engineers; headcount growth; an increase in taxes on equity awards; and an increase in travel.

The increase in stock-based compensation was due to a $32 million increase primarily driven by new equity awards and the impact of the rising stock price on the ESPP; this was partially offset by the cancellation of unvested equity awards for our former Chief Technology Officer (“CTO”) in 2023, which resulted in the recognition of $14 million in incremental stock-based compensation in the year ended December 31, 2023, that did not recur in the year ended December 31, 2024.

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

costs and $28 million in administrative costs, partially offset by a $46 million decrease in stock-based compensation.

The increase in administrative costs was primarily driven by increases in external professional fees and local business taxes.

As of December 31, 2024, we had working capital of $2,463 million, which included $1,369 million in cash and cash equivalents, $88 million of which was held by our international subsidiaries, and $552 million in short-term investments in marketable securities.

Additionally, we had $442 million available under our Amended Credit Facility (refer to the “Credit Facility” section below).

The repurchase amounts included in the consolidated statements of stockholders’ equity included immaterial amounts related to the 1% excise tax on share repurchases, net of share issuances, as a result of the IRA.

As of December 31, 2024, $464 million remained available and authorized for repurchases.

In January 2025, we repurchased $28 million of our Class A common stock and an additional $564 million was authorized under this program, bringing the total amount for future repurchases to $1 billion.

| | | | 2024 | | | | | | 2023 | | |

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

The increase in accrued expenses and other liabilities was primarily due to an increase in income tax liability driven by the current income tax provision net of tax payments; an increase in various accrued personnel-related costs primarily driven by headcount growth, growth in our business and the timing of accruals and payments; and an increase in the liability related to the ESPP for employee contributions toward the upcoming purchase of shares.

The increase in accounts payable was due to the growth of our business and the timing of payments to suppliers for Supplier Components.

| Operating lease commitments | | | $ | 46,378 | | | | | $ | 615,906 | | | | | $ | 662,284 | | | | |

| Other contractual commitments | | | 165,268 | | | | | | 147,802 | | | | | | 313,070 | | | | | |

| Total | | | $ | 211,646 | | | | | $ | 763,708 | | | | | $ | 975,354 | | | | |

We generate revenue from clients who enter into agreements with us to use our platform to purchase advertising inventory, value-added services and data.

We charge our clients for total spend on our platform, which includes spend and fees on advertising inventory, value-added services and data to support those purchases, in addition to the platform fee that is generally based on a percentage of our clients’ total spend.

For stock options granted in 2024, we determined the expected term of our stock options using historical option exercise behavior after obtaining sufficient historical exercise data.

Prior to 2024, we applied the simplified approach in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award.

This change did not materially impact stock-based compensation expense.

On May 28, 2024, our stockholders approved the ESPP, an amendment and restatement of the original 2016 Employee Stock Purchase Plan (the “2016 ESPP”).

The changes from the 2016 ESPP to the ESPP included removing the ten-year plan expiration date and changing the offering period commencement dates on future offering periods from May 16th and November 16th to May 15th and November 15th, respectively.

Existing offering periods under the 2016 ESPP continue unchanged under the ESPP, and the provision for annual increases in shares authorized for grant under the ESPP will still end on and include January 1, 2026.

These changes did not materially impact our financial statements for the year ended December 31, 2024.

We also generate revenue from providing data and other value-added services and platform features.

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

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

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

During the second half of 2022, many of our employees adopted a hybrid work schedule consisting of both in-person work and working from home, primarily beginning in September 2022.

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

We charge our clients a platform fee, which is generally a percentage of the clients’ purchases through the platform.

In addition, we invoice our clients for the cost of advertising inventory purchased, plus data and any add-on features purchased through the platform.

awards.

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

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”).

The decrease was primarily due to a $47 million decrease in stock-based compensation, partially offset by increases of $36 million in personnel costs and $5 million in allocated facilities costs.

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.

As of December 31, 2023, we had cash and cash equivalents of $895 million, including $112 million held by our international subsidiaries, short-term investments in marketable securities of $485 million, working capital of $1,803 million and $445 million of availability under our Amended Credit Facility (refer to the “Credit Facility” section below).

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

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

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

| Other contractual commitments | | | 155,703 | | | | | | 263,711 | | | | | | 419,414 | | | | | |

| Total | | | $ | 218,115 | | | | | $ | 522,787 | | | | | $ | 740,902 | | | | |

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

amount of platform fees charged to the client.

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

No amount was owed on our Amended Credit Facility as of December 31, [removed: 2023.][added: 2024.]

Based upon the short-term [removed: investment] [added: investments] amount as of December 31, [removed: 2023,] [added: 2024,] 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: $5] [added: $6] million annually.

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

As of December 31, [removed: 2023,] [added: 2024,] an immediate 10% adverse change in foreign exchange rates on foreign-denominated accounts would result in a foreign currency loss of approximately [removed: $38] [added: $36] 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 circumstances they could generate [removed: losses.][added: losses for us.]

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

We generate revenue by charging our clients a platform fee [added: generally] based on a percentage of [removed: a client’s] [added: our clients’] total [added: platform] spend [removed: on advertising.][added: and from providing value-added services and data to support their advertising campaigns.]

New [removed: technologies, including 5G internet,] [added: technologies] support seamless delivery of streaming video content, accelerating consumers’ demand to watch what they want, when they want and where they want.

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

- We Are a Clear Box, Not a Black Box. Our platform is transparent and shows our clients their [removed: costs of] [added: spend on] advertising [removed: inventory] [added: inventory, value-added services] and [removed: data, our] [added: data; the] platform [removed: fee] [added: fee;] and detailed performance metrics on their advertising campaigns.

Our platform’s integration of these sources and services enables our clients to deploy their budgets through a wide variety of channels, [removed: media screens] [added: device types] and formats, targeted in their desired manner, all through a single platform.

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

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

- purchase digital media programmatically on various media exchanges and sell-side [removed: platforms;][added: platforms, as well as directly from publishers;]

- Grow Our Client Base. We have extensive relationships with many advertising [removed: agencies] [added: agencies, advertisers] and other service providers, and we believe that, given the decentralized nature of the advertising industry, we have the opportunity to expand our relationships [removed: within these agencies and] with [removed: additional agencies, advertisers] [added: new] and [removed: service providers.][added: existing clients.]

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

- [removed: Continue] [added: Continue] to Innovate in Technology, Data and Measurement. We intend to continue innovating and improving the technology underlying our platform and enhancing its features and [removed: functionalities.][added: functionalities, including the development of new or improved value-added services or the inclusion of additional data.]

We view data and measurement as key competitive [removed: advantages] [added: advantages,] and we will continue to invest resources in growing [added: and enhancing] our data and measurement offerings.

[added: - Further Enhance Identity Solutions, Including] Unified ID [removed: 2.0] [added: 2.0. We continue to develop and enhance Unified ID 2.0, an open-source identity framework that] operates by transforming email addresses or phone numbers into an advertising identifier (a “UID2”) that is designed to not directly identify the individual.

- Ensure Access to Quality [removed: Inventory, Including through OpenPath.] [added: Inventory.] 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 [added: and plan to continue to enhance] OpenPath, our offering intended to give clients access to quality inventory through a simplified, direct connection to [removed: publishers.][added: publishers, and we may develop additional features or offerings to help our clients evaluate the quality and cost of inventory.]

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 [removed: inventory.][added: inventory and ensure its quality.]

- [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 [removed: (“U.S.”)] to serve the needs of those advertisers in additional geographies.

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

Our clients consist of purchasers of programmatic advertising [removed: inventory] [added: inventory, value-added services] and data.

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

[removed: Many of these 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.

[removed: The MSAs] [added: Our MSAs, some of which may include joint business plans and other incentive programs,] do not contain any material commitments on behalf of clients to use our platform to purchase ad inventory, [removed: data] [added: value-added services] or [removed: other features.][added: data.]

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

If all of our individual client contractual relationships were aggregated at the holding company level, one holding [removed: company, Publicis Groupe,] [added: company] would have represented more than 10% of our gross billings in [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

We obtain digital advertising inventory from over [removed: 140] [added: 220] directly integrated ad exchanges, publishers and supply-side platforms, providing us with access to a breadth of programmatic advertising inventory across [removed: computers,] [added: televisions, streaming devices,] mobile [removed: devices] [added: devices, computers] and [removed: CTV.][added: digital-out-of-home devices.]

As of December 31, [removed: 2023,] [added: 2024,] we have integrated our platform with more than [removed: 250] [added: 350] third-party data vendors whose products 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 [added: platform] features and [removed: functions,] [added: functionality,] increase the number of advertising [added: inventory] and data [added: suppliers and support anticipated increases in volume of advertising spend by our clients on our platform.]

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

- we are an independent technology company focused on serving advertising [removed: agencies] [added: agencies, advertisers] and others on the buy side of our industry;

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 3,115] [added: 3,522] full-time employees in [removed: 19] [added: 20] countries.

Our leaders review the survey [removed: feedback] [added: feedback, if applicable,] and [added: other concerns raised by team members and] work with their teams to take [removed: action based on survey results.][added: action.]

As of December 31, [removed: 2023,] [added: 2024,] our global leadership team is [removed: 64%] [added: 68%] male and [removed: 36%] [added: 32%] female.

[removed: In response to the COVID-19 pandemic, we implemented significant changes, such as implementing] [added: We utilize] a hybrid work model that includes both in-person work and working from home, which we determined [removed: were] [added: was] in the best interests of our [removed: employees, as well as the communities in which we operate, and which comply with applicable government regulations.][added: employees.]

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

We believe that the global opportunity for programmatic advertising is significant and will continue to expand as publishers and advertisers outside the [removed: U.S.] [added: United States] seek to adopt the benefits that programmatic advertising provides.

We rely on intellectual property laws, including trade secret, copyright, patent and trademark laws in the [removed: U.S.] [added: United States] and abroad, and use contracts, confidentiality procedures, non-disclosure agreements, employee disclosure and invention assignment agreements and other contractual rights to protect our intellectual property.

Such data is passed to us from third parties, [removed: including original equipment manufacturers, application providers and publishers.]

In connection with [removed: some of our newer] [added: certain] offerings, including Unified ID 2.0 and EUID, we do allow users of those services to disclose some directly identifying information, such as phone number and email address, to us for purposes of transforming that information into pseudonymous identifiers to use on our platform.

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 [removed: EUID.][added: EUID, as well as in connection with a single-sign on tool we offer to publishers, known as OpenPass.]

The Trade Desk was originally incorporated in 2009 and is a Nevada corporation.

We are headquartered in Ventura, California.

We provide and are developing additional offerings and features that work with publishers and supply-side partners to help ensure access to quality advertising inventory and to enable improved evaluation of such inventory and better decisioning capabilities for buyers of advertising.

Finally, the depth of data we make available, such as various types of retail data, including in-store purchase data, gives our clients the ability to engage in more precise attribution and closed-loop measurement.

seamless and easy manner.

Many of these advertising agencies are owned by holding companies, where decision making is decentralized such

including original equipment manufacturers, application providers, data providers and publishers, as well as our advertiser clients.

data.

We also generate revenue from providing data and other value-added services and platform features.

The Trade Desk is a Delaware corporation established in 2009 and headquartered in Ventura, California.

- Further Enhance Identity Solutions, Including Unified ID 2.0. We continue to develop and enhance Unified ID 2.0, a new open-source identity framework, which is currently in use with approved partners.

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.

are served by unique Trade Desk teams.

Our client count includes only those parties that have signed MSAs with us and have spent more than $20,000 on our platform.

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

The General Data

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

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

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

The two complaints [removed: allege] [added: alleged] generally that the defendants breached their fiduciary duties to us and our stockholders in connection with the negotiation and approval of [removed: the CEO] [added: a market-based performance award to our Chief Executive Officer (the “CEO] Performance [removed: Option.][added: Option”).]

The plaintiffs [removed: seek] [added: sought] a court order rescinding the CEO Performance Option and monetary damages.

On February 14, 2025, the court granted the motions to dismiss under Court of Chancery Rule 23.1 in their entirety with prejudice, finding that the plaintiffs did not allege facts sufficient to infer that at least half of our board of directors received a material benefit from the CEO Performance Option, lacked independence from Mr. Green, or faced a “substantial likelihood of liability” from having approved the CEO Performance Option.

The order is subject to appeal.

On October 4, 2024, a stockholder filed a class action complaint in the Court of Chancery in the State of Delaware alleging claims for breach of contract against us and breach of fiduciary duties against our directors, in connection with our reincorporation from Delaware to Nevada.

*Gunderson v.

The Trade Desk, Inc.*, No. 2024-1029 (Del.

Ch.).

On October 24, 2024, the plaintiff filed an amended complaint.

The complaint sought, among other things, an order declaring that our conversion required approval by a supermajority of our stockholders and an order enjoining the November 14, 2024 stockholder vote on the proposed conversion.

On October 28, 2024, the parties completed expedited briefing on cross motions for partial summary judgment regarding the causes of action asserted in the original complaint, and the court heard oral argument on the motions on October 30, 2024.

On November 6, 2024, the court granted the defendants’ summary judgment motion and denied the plaintiff’s cross-motion, finding that the conversion did not require supermajority approval of our stockholders, and that the defendants did not breach their fiduciary duties by disclosing that the conversion required a vote of a simple majority of our stockholders.

The plaintiff chose not to appeal.

The case is now proceeding as to the plaintiff’s remaining claims that our directors breached their fiduciary duties because our reincorporation to Nevada was substantively and procedurally unfair, and that the transaction is not subject to the business judgment rule because it was not subject to approval by a special committee of the board or by a majority of the disinterested stockholders.

The defendants have moved to dismiss, but no briefing schedule has been set.

On November 15, 2024, a different stockholder filed a complaint in the Court of Chancery of the State of Delaware requesting production of our corporate books and records related to the Nevada conversion, pursuant to 8 Del.

C.

§ 220.

On November 27, 2024, the parties agreed to stay the proceeding in exchange for the production of certain documents to the plaintiff; the court granted the stay the same day.

The proceedings remain stayed.

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: 2023][added: 2024]

[removed: ][added: ]

| [removed: Emerging growth company] | | | [removed: ¨] | | | [added: Emerging growth company] | | | [added: ¨] | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June [removed: 30, 2023,] [added: 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $43,514,637,327] based on the closing sales price for the registrant’s Class A common stock, as reported on the Nasdaq Global [removed: Market, was approximately $34,083,149,160.][added: Market.]

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 445,017,931] [added: 452,425,879] shares of the registrant’s Class A common stock outstanding and [removed: 43,918,900] [added: 43,662,678] shares of the registrant’s Class B common stock outstanding.

Portions of the registrant’s Proxy Statement for the [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]

| *[Special Note About Forward-Looking [removed: Statements](#i227c5318b70c4c6988c088fb54b3a4b0_10)*] [added: Statements](#iae45669fe9af4343bd4ad770fb5231ad_10)*] | | | | | | [removed: [3](#i227c5318b70c4c6988c088fb54b3a4b0_10)] [added: [3](#iae45669fe9af4343bd4ad770fb5231ad_10)] | | |

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| [Item [removed: 10.](#i227c5318b70c4c6988c088fb54b3a4b0_163)] [added: 10.](#iae45669fe9af4343bd4ad770fb5231ad_172)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i227c5318b70c4c6988c088fb54b3a4b0_163)] [added: Governance](#iae45669fe9af4343bd4ad770fb5231ad_172)] | | | [removed: [85](#i227c5318b70c4c6988c088fb54b3a4b0_163)] [added: [87](#iae45669fe9af4343bd4ad770fb5231ad_172)] | | |

| [Item [removed: 11.](#i227c5318b70c4c6988c088fb54b3a4b0_166)] [added: 11.](#iae45669fe9af4343bd4ad770fb5231ad_175)] | | | [Executive [removed: Compensation](#i227c5318b70c4c6988c088fb54b3a4b0_166)] [added: Compensation](#iae45669fe9af4343bd4ad770fb5231ad_175)] | | | [removed: [85](#i227c5318b70c4c6988c088fb54b3a4b0_166)] [added: [87](#iae45669fe9af4343bd4ad770fb5231ad_175)] | | |

| [Item [removed: 12.](#i227c5318b70c4c6988c088fb54b3a4b0_169)] [added: 12.](#iae45669fe9af4343bd4ad770fb5231ad_178)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i227c5318b70c4c6988c088fb54b3a4b0_169)] [added: Matters](#iae45669fe9af4343bd4ad770fb5231ad_178)] | | | [removed: [85](#i227c5318b70c4c6988c088fb54b3a4b0_169)] [added: [87](#iae45669fe9af4343bd4ad770fb5231ad_178)] | | |

| [Item [removed: 13.](#i227c5318b70c4c6988c088fb54b3a4b0_172)] [added: 13.](#iae45669fe9af4343bd4ad770fb5231ad_181)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i227c5318b70c4c6988c088fb54b3a4b0_172)] [added: Independence](#iae45669fe9af4343bd4ad770fb5231ad_181)] | | | [removed: [85](#i227c5318b70c4c6988c088fb54b3a4b0_172)] [added: [87](#iae45669fe9af4343bd4ad770fb5231ad_181)] | | |

| [Item [removed: 14.](#i227c5318b70c4c6988c088fb54b3a4b0_175)] [added: 14.](#iae45669fe9af4343bd4ad770fb5231ad_184)] | | | [Principal Accountant Fees and [removed: Services](#i227c5318b70c4c6988c088fb54b3a4b0_175)] [added: Services](#iae45669fe9af4343bd4ad770fb5231ad_184)] | | | [removed: [85](#i227c5318b70c4c6988c088fb54b3a4b0_175)] [added: [87](#iae45669fe9af4343bd4ad770fb5231ad_184)] | | |

| [Item [removed: 15.](#i227c5318b70c4c6988c088fb54b3a4b0_181)] [added: 15.](#iae45669fe9af4343bd4ad770fb5231ad_190)] | | | [Exhibits and Financial Statement [removed: Schedules](#i227c5318b70c4c6988c088fb54b3a4b0_181)] [added: Schedules](#iae45669fe9af4343bd4ad770fb5231ad_190)] | | | [removed: [86](#i227c5318b70c4c6988c088fb54b3a4b0_181)] [added: [88](#iae45669fe9af4343bd4ad770fb5231ad_190)] | | |

| [Item [removed: 16.](#i227c5318b70c4c6988c088fb54b3a4b0_184)] [added: 16.](#iae45669fe9af4343bd4ad770fb5231ad_193)] | | | [Form 10-K [removed: Summary](#i227c5318b70c4c6988c088fb54b3a4b0_184)] [added: Summary](#iae45669fe9af4343bd4ad770fb5231ad_193)] | | | [removed: [88](#i227c5318b70c4c6988c088fb54b3a4b0_184)] [added: [90](#iae45669fe9af4343bd4ad770fb5231ad_193)] | | |

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, [removed: operating results,] [added: the impact of macroeconomic uncertainty on our business, operations and the markets and communities in which we, our clients and partners operate, results of operations,] revenues, operating expenses, capital expenditures including share repurchases, sales and marketing initiatives, cybersecurity risks and competition.

Risk Factors” of this Annual Report on Form 10-K in greater detail and in other filings we make from time to time with the Securities and Exchange [removed: Commission, or SEC.][added: Commission (the “SEC”).]

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

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

- If we fail to innovate or make the right investment decisions in our [removed: offerings] [added: platform] and [removed: platform,] [added: related offerings,] we may fail to attract and retain advertisers and advertising agencies and our revenue and results of operations may decline.

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

- If unauthorized access is obtained to user, client or inventory and third-party provider data, or our platform or related offerings are compromised, our services may be disrupted or perceived as insecure, and as a result, we may [removed: 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 and our clients, inventory partners, and third-party data providers are subject may cause us to incur additional or unexpected costs, subject us to investigations or enforcement actions for alleged compliance failures, result in less demand for our [removed: products and services,] [added: offerings,] or cause us to change our 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 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 [removed: and our] clients’ ability to use data, including on our platform or related offerings is otherwise restricted, our performance may decline, and we may lose advertisers and revenue.

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

| Nevada | | | 27-1887399 | | |

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

| [Part I](#iae45669fe9af4343bd4ad770fb5231ad_13) | | | | | | | | |

| [Item 1C.](#iae45669fe9af4343bd4ad770fb5231ad_25) | | | [Cybersecurity](#iae45669fe9af4343bd4ad770fb5231ad_25) | | | [39](#iae45669fe9af4343bd4ad770fb5231ad_25) | | |

| [Part II](#iae45669fe9af4343bd4ad770fb5231ad_37) | | | | | | | | |

| [Part III](#iae45669fe9af4343bd4ad770fb5231ad_169) | | | | | | | | |

| [Part IV](#iae45669fe9af4343bd4ad770fb5231ad_187) | | | | | | | | |

| [Signatures](#iae45669fe9af4343bd4ad770fb5231ad_196) | | | | | | [91](#iae45669fe9af4343bd4ad770fb5231ad_196) | | |

lose existing clients or fail to attract new clients, and we may incur significant reputational harm and legal and financial liabilities.

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

- Our future success depends on the continuing efforts of our key employees, including Jeff T.

Green, and our ability to attract, hire, retain and motivate highly skilled employees in the future.

| Delaware | | | 27-1887399 | | |

| [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.

[removed: 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.

Members of our cybersecurity, enterprise risk management, [added: engineering,] 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.

We have not identified risks from known cybersecurity threats, including as a result of [removed: 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.

Our executive risk committee, which is comprised of our Chief Financial Officer, Chief Legal Officer and Senior Vice President, [removed: Technology,] [added: Engineering Operations,] 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.

In particular, our Senior Vice President, [removed: Technology] [added: Engineering Operations] brings decades of technical experience to our executive risk committee along with technical education in computer engineering.

The program is

As of January 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 16] [added: 11] holders of record of our Class A common stock and 14 holders of record of our Class B common stock.

We have never declared or paid any [added: cash] dividends on our Class A or Class B common stock, and we do not anticipate paying any cash dividends in the foreseeable future.

The information required by this item will be included in our proxy statement relating to our [removed: 2024] [added: 2025] 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: 2023] [added: 2024] (the “Proxy Statement”) and is incorporated herein by reference.

The following table summarizes share repurchase activity for the three months ended December 31, [removed: 2023:][added: 2024:]

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

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: 2018,] [added: 2019,] and December 31, [removed: 2023,] [added: 2024,] 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.

The graph assumes the closing market price on December 31, [removed: 2018,] [added: 2019,] of [removed: $11.61] [added: $25.98] per share as the initial value of our Class A common stock after retroactive adjustment for the Stock Split.

[removed: ][added: ]

| October 1-31 | | | 214 | | | | | | $ | 115.26 | | | | | 214 | | | | | | $ | 496 | |

| November 1-30 | | | 38 | | | | | | $ | 128.91 | | | | | 38 | | | | | | $ | 491 | |

| December 1-31 | | | 209 | | | | | | $ | 129.35 | | | | | 209 | | | | | | $ | 464 | |

| | | | 461 | | | | | | | | | | | | 461 | | | | | | | | |

In January 2025, we repurchased $28 million of our Class A common stock and an additional $564 million was authorized under this program, bringing the total amount for future repurchases to $1 billion.

| 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 | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i227c5318b70c4c6988c088fb54b3a4b0_82)] [added: Firm](#iae45669fe9af4343bd4ad770fb5231ad_88)] [(PCAOB [removed: ID](#i227c5318b70c4c6988c088fb54b3a4b0_82) 238[)](#i227c5318b70c4c6988c088fb54b3a4b0_82)] [added: ID](#iae45669fe9af4343bd4ad770fb5231ad_88) 238[)](#iae45669fe9af4343bd4ad770fb5231ad_88)] | | | [removed: [58](#i227c5318b70c4c6988c088fb54b3a4b0_82)] [added: [58](#iae45669fe9af4343bd4ad770fb5231ad_88)] | | |

| [Consolidated Balance [removed: Sheets](#i227c5318b70c4c6988c088fb54b3a4b0_85)] [added: Sheets](#iae45669fe9af4343bd4ad770fb5231ad_91)] | | | [removed: [60](#i227c5318b70c4c6988c088fb54b3a4b0_85)] [added: [60](#iae45669fe9af4343bd4ad770fb5231ad_91)] | | |

| [Consolidated Statements of [removed: Operations](#i227c5318b70c4c6988c088fb54b3a4b0_88)] [added: Operations](#iae45669fe9af4343bd4ad770fb5231ad_94)] | | | [removed: [61](#i227c5318b70c4c6988c088fb54b3a4b0_88)] [added: [61](#iae45669fe9af4343bd4ad770fb5231ad_94)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i227c5318b70c4c6988c088fb54b3a4b0_91)] [added: Equity](#iae45669fe9af4343bd4ad770fb5231ad_97)] | | | [removed: [62](#i227c5318b70c4c6988c088fb54b3a4b0_91)] [added: [62](#iae45669fe9af4343bd4ad770fb5231ad_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i227c5318b70c4c6988c088fb54b3a4b0_94)] [added: Flows](#iae45669fe9af4343bd4ad770fb5231ad_100)] | | | [removed: [63](#i227c5318b70c4c6988c088fb54b3a4b0_94)] [added: [63](#iae45669fe9af4343bd4ad770fb5231ad_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i227c5318b70c4c6988c088fb54b3a4b0_97)] [added: Statements](#iae45669fe9af4343bd4ad770fb5231ad_103)] | | | [removed: [64](#i227c5318b70c4c6988c088fb54b3a4b0_97)] [added: [64](#iae45669fe9af4343bd4ad770fb5231ad_103)] | | |

We have audited the accompanying consolidated balance sheets of The Trade Desk, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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

The Company’s performance obligation is to provide the use of its platform to clients to develop ad campaigns and select the advertising inventory, [removed: data] [added: value-added services] and [removed: other add-on features.][added: data to support those campaigns.]

The Company recognizes revenue [removed: for its platform fee] at a point in time when [added: a transaction is completed, which is when a bid is won and] the [added: client’s] purchase [removed: by a client] occurs through [removed: its] [added: the] platform.

For the year ended December 31, [removed: 2023,] [added: 2024,] the Company’s revenue was [removed: $1,946] [added: $2,445] million.

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

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

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

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash [removed: equivalents |] [added: equivalents—Beginning of year] | | [removed: $] | 895,129 | | | | | [removed: $] | 1,030,506 | | [added: | | | | 754,154 | | |]

| Short-term investments, net | | | [removed: 485,159] [added: 552,026] | | | | | | [removed: 416,080] [added: 485,159] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $12,826] [added: $11,244] and [removed: $10,477] [added: $12,826] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 2,870,313] [added: 3,330,343] | | | | | | [removed: 2,347,195] [added: 2,870,313] | | |

| Prepaid expenses and other current assets | | | [removed: 63,353] [added: 84,626] | | | | | | [removed: 51,836] [added: 63,353] | | |

| TOTAL CURRENT ASSETS | | | [removed: 4,313,954] [added: 5,336,458] | | | | | | [removed: 3,845,617] [added: 4,313,954] | | |

| Property and equipment, net | | | [removed: 161,422] [added: 209,332] | | | | | | [removed: 173,759] [added: 161,422] | | |

| Operating lease assets | | | [removed: 197,732] [added: 263,761] | | | | | | [removed: 220,396] [added: 197,732] | | |

| Deferred income taxes | | | [removed: 154,849] [added: 230,214] | | | | | | [removed: 94,028] [added: 154,849] | | |

| Other assets, non-current | | | [removed: 60,730] [added: 72,186] | | | | | | [removed: 46,879] [added: 60,730] | | |

| TOTAL ASSETS | | | $ | [removed: 4,888,687] [added: 6,111,951] | | | | | $ | [removed: 4,380,679] [added: 4,888,687] | |

| Accounts payable | | | $ | [removed: 2,317,318] [added: 2,631,213] | | | | | $ | [removed: 1,871,419] [added: 2,317,318] | |

| Accrued expenses and other current liabilities | | | [removed: 137,996] [added: 177,760] | | | | | | [removed: 105,474] [added: 137,996] | | |

| Operating lease liabilities | | | [removed: 55,524] [added: 64,492] | | | | | | [removed: 52,430] [added: 55,524] | | |

| TOTAL CURRENT LIABILITIES | | | [removed: 2,510,838] [added: 2,873,465] | | | | | | [removed: 2,029,323] [added: 2,510,838] | | |

| Operating lease liabilities, non-current | | | [removed: 180,369] [added: 247,723] | | | | | | [removed: 208,527] [added: 180,369] | | |

| Other liabilities, non-current | | | [removed: 33,261] [added: 41,618] | | | | | | [removed: 27,490] [added: 33,261] | | |

| TOTAL LIABILITIES | | | [removed: 2,724,468] [added: 3,162,806] | | | | | | [removed: 2,265,340] [added: 2,724,468] | | |

| Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | — | | | | | | — | | |

| Common stock, par value $0.000001 Class A, 1,000,000 shares authorized; [removed: 444,997] [added: 452,182] and [removed: 446,456] [added: 444,997] shares issued and outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively Class B, 95,000 shares authorized; 43,919 and [removed: 44,012] [added: 43,919] shares issued and outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | — | | | | | | — | | |

| Additional paid-in capital | | | [removed: 1,967,265] [added: 2,594,896] | | | | | | [removed: 1,449,825] [added: 1,967,265] | | |

| Retained earnings | | | [removed: 196,954] [added: 354,249] | | | | | | [removed: 665,514] [added: 196,954] | | |

| TOTAL STOCKHOLDERS’ EQUITY | | | [removed: 2,164,219] [added: 2,949,145] | | | | | | [removed: 2,115,339] [added: 2,164,219] | | |

The Company reports revenue net of amounts it pays suppliers for the cost of advertising inventory, supplier-provided components of value-added services and data.

February 21, 2025

| | | | 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | 1,369,463 | | | | | $ | 895,129 | |

| Repurchases of Class A common stock | | | (2,505) | | | | | | — | | | | | | — | | | | | | (235,781) | | | | | | (235,781) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 393,076 | | | | | | 393,076 | | |

| Balance as of December 31, 2024 | | | 496,101 | | | | | | $ | — | | | | | $ | 2,594,896 | | | | | $ | 354,249 | | | | | $ | 2,949,145 | |

| Net income | | | $ | 393,076 | | | | | $ | 178,940 | | | | | $ | 53,385 | |

The Company was originally incorporated in November 2009 and is a Nevada corporation.

The Company charges its clients for total spend on its platform, which includes spend and fees on advertising inventory, value-added services and data to support those purchases, in addition to the platform fee that is generally a percentage of a client’s total spend.

The Company’s performance obligation is to provide the use of its platform to clients to develop ad campaigns and select the advertising inventory, value-added services and data to support those campaigns.

In making this assessment, the Company considers whether it obtains control of a specified service before it is transferred to the client, including indicators such as the party primarily responsible for fulfillment, inventory risk and discretion in establishing price.

Considering these factors, generally, the Company determined that it is an agent because it does not control the Supplier Components as it does not have primary responsibility for fulfillment, inventory risk or pricing latitude.

costs associated with the ongoing development of the Company’s platform and related offerings as well as integrations with advertising inventory and data suppliers.

*Expected Term.* For stock options granted in 2024, the Company determined its expected term from the Company’s historical option exercise behavior.

The change in the expected term estimate methodology for stock options, upon obtaining sufficient historical exercise data, did not materially impact stock-based compensation expense.

Cloud Computing Arrangements

CCA implementation costs had a gross capitalized value of $14 million and $12 million as of December 31, 2024 and 2023, respectively, and accumulated amortization of $9 million and $6 million as of December 31, 2024 and 2023, respectively.

For the years ended December 31, 2024, 2023 and 2022 there were no material impairment charges to CCA implementation costs.

the information available at the lease commencement date in determining the present value of its expected lease payments.

Our cash equivalents and short-term investments in marketable securities are classified within Level 1 or Level 2 of the fair value hierarchy because their fair value is derived from quoted market prices or alternative pricing sources and models utilizing observable market data.

In 2024, one holding company accounted for 14% of Gross Billings.

In

Cash flows at settlement of such foreign exchange forward contracts are classified as operating activities in the consolidated statements of cash flows.

Recently Adopted Accounting Pronouncements

The Company adopted this guidance in this Annual Report on Form 10-K in its Notes to Consolidated Financial Statements.

The disclosures are included in *Note 12—Segment and Geographic Information*.

There was no impact to the Company’s consolidated balance sheets, statements of operations, statements of stockholders’ equity or statements of cash flows.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of specific expense categories included in the expense captions presented on the statements of operations.

The new guidance does not change the expense captions on the statements of operations.

In January 2025, the FASB issued ASU No. 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) which clarified the effective date of ASU No. 2024-03.

The Company is currently evaluating the impact of the new guidance on its disclosures.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Net income | | | $ | 393,076 | | | | | $ | 178,940 | | | | | $ | 53,385 | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 424,348 | | | | | | 319,959 | | |

| | | | $ | 209,332 | | | | | $ | 161,422 | |

| | | | 2024 | | | | | | 2023 | | |

| | | | As of December 31, 2024 | | | | | | | | | | | | | | |

| Cash | | | $ | 218,448 | | | | | $ | — | | | | | $ | 218,448 | |

The Company charges clients a platform fee, based on a percentage of a client’s purchases through the platform.

Management reports revenue on a net basis for the platform fees charged to clients.

February 15, 2024

| Balance as of December 31, 2020 | | | 473,401 | | | | | | $ | — | | | | | $ | 538,778 | | | | | $ | 474,367 | | | | | $ | 1,013,145 | |

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

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 137,762 | | | | | | 137,762 | | |

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

| Payment of debt financing costs | | | — | | | | | | — | | | | | | (1,924) | | |

| Cash and cash equivalents—Beginning of year | | | 1,030,506 | | | | | | 754,154 | | | | | | 437,353 | | |

| Asset retirement obligation | | | $ | 1,076 | | | | | $ | 438 | | | | | $ | 1,705 | |

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

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

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

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

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

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

percentage of a client’s purchases through the platform.

In addition, the Company invoices its clients for the cost of advertising inventory purchased, plus data and any add-on features purchased through the platform.

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

Rather, the Company’s primary responsibility is to provide the platform that enables clients to bid on advertising inventory and use data and other add-on features in designing and executing their campaigns.

The Company does not control the Supplier Features prior to the purchase by the client, and it does not have pricing latitude with respect to the cost of such features.

The platform fee the Company charges clients is a percentage of their purchases through its platform, similar to a commission, and the platform fee is not contingent on the results of an advertising campaign.

Based on these and other factors, the Company determined that it is not the principal in the purchase and sale of Supplier Features and, therefore, reports revenue on a net basis for the platform fees charged to clients.

The Company’s impairment model utilizes an expected loss methodology in place of an incurred loss methodology related to its marketable securities and the related allowance for credit losses.

insured limits.

In 2021, two holding companies accounted for 11% and 10% of Gross Billings, respectively.

Business Combinations

The results of a business combination are included in the Company’s consolidated financial statements from the date of the acquisition.

Purchase accounting results in assets and liabilities of an acquired business are generally recorded at their estimated fair values on the acquisition date, which may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies.

The Company engages valuation specialists to assist in determining the fair values of these acquired assets and liabilities.

Any excess consideration over the fair value of these acquired assets and liabilities assumed is recognized as goodwill.

In July 2021, the Company acquired all of the equity interests of a technology company for a GAAP purchase price of $18 million, subject to purchase price adjustments.

The purchase consideration was primarily attributable to non-deductible goodwill of $11 million, with the remainder allocated to acquired technology and other assets.

No other acquisitions occurred in 2023, 2022 or 2021.

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

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

| | | | As of December 31, 2022 | | | | | | | | | | | | | | |

| Cash | | | $ | 339,717 | | | | | — | | | | | | $ | 339,717 | |

| Commercial paper | | | 50,556 | | | | | | 126,507 | | | | | | 177,063 | | |

| Corporate debt securities | | | — | | | | | | 180,502 | | | | | | 180,502 | | |

Our management, with the participation of our [removed: Chief Executive Officer (“CEO”)] [added: 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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 [removed: Act.][added: Act (“Rule 10b5-1(c)”).]

The [removed: modified] plan will terminate at the earlier of the execution of all trading orders in the plan or [removed: May 15, 2024.][added: December 1, 2025.]

During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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).

On October 31, 2024, our Class II Director, Gokul Rajaram, terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to 21,321 shares of our Class A common stock.

The plan was originally adopted on March 15, 2024, and was originally scheduled to terminate at the earlier of the execution of all trading orders in the plan or May 30, 2025.

On December 13, 2024, our Chief Financial Officer, Laura Schenkein, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to 283,167 shares of our Class A common stock.

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 information required by this item will be included in our proxy statement relating to our [removed: 2024] [added: 2025] 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: 2023] [added: 2024] (the “Proxy Statement”) and is incorporated herein by reference.

We have adopted insider trading policies and procedures, which are included as Exhibit 19.1 to this Annual Report on Form 10-K, that govern the purchase, sale and other dispositions of our securities by directors, officers and employees.

These policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards.

| 4.1 | | | | | | Reference is made to Exhibits [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1671933/000156459021006726/ttd-ex31_62.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex31.htm)] and [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000046/exhibit31-amendedandrestat.htm).] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex32.htm).] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.2 | | | | | | [Form of Class A Common Stock [removed: Certificate.](https://www.sec.gov/Archives/edgar/data/1671933/000104746916015272/a2229540zex-4_2.htm)] [added: Certificate.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/ex42-classacommonstockce.htm)] | | | | | | [removed: S-1/A] | | | | | | [removed: 9/6/2016] | | | | | | [removed: 4.2] | | | | | | | | | [added: X] | | |

| 4.3 | | | | | | [Form of Class B Common Stock [removed: Certificate.](https://www.sec.gov/Archives/edgar/data/1671933/000110465916146150/a16-18790_1ex4d4.htm)] [added: Certificate.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/ex43-classbcommonstockce.htm)] | | | | | | [removed: S-8] | | | | | | [removed: 9/22/2016] | | | | | | [removed: 4.4] | | | | | | | | | [added: X] | | |

| 4.4 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/exhibit4_4-exx44.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit4_4-exx44descriptio.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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

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

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

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

| 10.5(c)+ | | | | | | [Form of Stock Option Agreement under The Trade Desk, Inc. 2015 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_6b.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_6b.htm)] | | | | | | S-1/A | | | | | | 9/6/2016 | | | | | | 10.6 | | | (b) | | | | | | | | |

| 10.5(d)+ | | | | | | [Form of Stock Option Agreement under The Trade Desk, Inc. 2015 Equity Incentive Plan (with accelerated [removed: vesting).](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_6c.htm)] [added: vesting).](https://www.sec.gov/Archives/edgar/data/0001671933/000104746916015272/a2229540zex-10_6c.htm)] | | | | | | S-1/A | | | | | | 9/6/2016 | | | | | | 10.6 | | | (c) | | | | | | | | |

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

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

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

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

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

| [removed: 10.7+] [added: 10.15+] | | | | | | [The Trade Desk, Inc. [removed: 2016] [added: 2024] Employee Stock Purchase [removed: Plan.](http://www.sec.gov/Archives/edgar/data/0001671933/000110465916146150/a16-18790_1ex99d5.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000090/a101-2024tradedeskemployee.htm)] | | | | | | [removed: S-8] [added: 10-Q] | | | | | | [removed: 9/22/2016] [added: 8/8/2024] | | | | | | [removed: 99.5] [added: 10.1] | | | | | | | | | | | |

| [removed: 10.8+] [added: 10.7+] | | | | | | [Form of Indemnification [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/0001671933/000104746916015074/a2229525zex-10_8.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1671933/000104746916015074/a2229525zex-10_8.htm).] | | | | | | S-1 | | | | | | 8/22/2016 | | | | | | 10.8 | | | | | | | | | | | |

| [removed: 10.9+] [added: 10.8+] | | | | | | [Employment Agreement, dated as of May 11, 2017, between The Trade Desk, Inc. and Jeff T. [removed: Green.](http://www.sec.gov/Archives/edgar/data/0001671933/000119312517167445/d274174dex102.htm)] [added: Green.](https://www.sec.gov/Archives/edgar/data/0001671933/000119312517167445/d274174dex102.htm)] | | | | | | 10-Q | | | | | | 5/11/2017 | | | | | | 10.2 | | | | | | | | | | | |

| [removed: 10.10+] [added: 10.9+] | | | | | | [Employment Agreement, dated as of August 24, 2020 between The Trade Desk, Inc. and Jay [removed: Grant.](http://www.sec.gov/Archives/edgar/data/1671933/000156459020051533/ttd-ex101_40.htm)] [added: Grant.](https://www.sec.gov/Archives/edgar/data/1671933/000156459020051533/ttd-ex101_40.htm)] | | | | | | 10-Q | | | | | | 11/6/2020 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.11+] [added: 10.10+] | | | | | | [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 [removed: Green.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021050550/ttd-ex10_8.htm)] [added: Green.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021050550/ttd-ex10_8.htm)] | | | | | | 8-K | | | | | | 10/8/2021 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.12+] [added: 10.11+] | | | | | | [Amendment No. 1 to Employment Agreement, dated as of October 6, 2021, between The Trade Desk, Inc. and Jeff [removed: Green.](http://www.sec.gov/Archives/edgar/data/1671933/000156459021050550/ttd-ex10_7.htm)] [added: Green.](https://www.sec.gov/Archives/edgar/data/1671933/000156459021050550/ttd-ex10_7.htm)] | | | | | | 8-K | | | | | | 10/8/2021 | | | | | | 10.2 | | | | | | | | | | | |

| [removed: 10.13+] [added: 10.12+] | | | | | | [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 | | | | | | | | | | | |

| [removed: 10.14+] [added: 10.13+] | | | | | | [Employment [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000042/ex101employmentagreementda.htm)[,] [added: Agreement,] dated May 24, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000042/ex101employmentagreementda.htm) [between] [added: 2023 between] The [removed: 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)[,] [added: Trade Desk,] Inc. and Laura Schenkein.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000042/ex101employmentagreementda.htm) | | | | | | 10-Q | | | | | | 8/9/2023 | | | | | | 10.1 | | | | | | | | | | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/exhibit211-subsidiariesoft.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit211-subsidiariesoft.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/exhibit23_1-exx231.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit23_1-exx2312024.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (included on signature page to this Annual Report on Form [removed: 10-K).](#i227c5318b70c4c6988c088fb54b3a4b0_187)] [added: 10-K).](#iae45669fe9af4343bd4ad770fb5231ad_196)] | | | | | | | | | | | | | | | | | | | | | | | | | | | 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/1671933/000167193324000014/ttd-20231231xex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/ttd-20241231xex311.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/1671933/000167193324000014/ttd-20231231xex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/ttd-20241231xex312.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/1671933/000167193324000014/ttd-20231231xex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/ttd-20241231xex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 97.1 | | | | | | [removed: [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] [added: [Policy for Recovery] of Erroneously Awarded Compensation.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000014/ex971-policyforrecoveryofe.htm) | | | | | | [added: 10-K] | | | | | | [added: 2/15/2024] | | | | | | [added: 97.1] | | | | | | | | | [removed: X] | | |

| 2.1 | | | | | | [Plan of Conversion of The Trade Desk, Inc.](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex21.htm) | | | | | | 8-K | | | | | | 11/18/2024 | | | | | | 2.1 | | | | | | | | | | | |

| 3.1 | | | | | | [Articles of In](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex31.htm)[corp](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex31.htm)[or](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex31.htm)[ation of](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex31.htm) [T](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex31.htm)[he Trade Desk, Inc](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex31.htm)[.](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex31.htm) | | | | | | 8-K | | | | | | 11/18/2024 | | | | | | 3.1 | | | | | | | | | | | |

| 3.2 | | | | | | [Bylaws of The Trade Desk](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex32.htm)[, Inc.](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex32.htm) | | | | | | 8-K | | | | | | 11/18/2024 | | | | | | 3.2 | | | | | | | | | | | |

| 10.14+ | | | | | | [Employment Agreement, dated March 22, 2024 between The Trade Desk, Inc. and Samantha Jacobson.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000059/a101-sjacobsonemploymentag.htm) | | | | | | 10-Q | | | | | | 5/10/2024 | | | | | | 10.1 | | | | | | | | | | | |

| 10.16+ | | | | | | [F](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit1016-formofindemnif.htm)[orm of Indemnification Agreement.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit1016-formofindemnif.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 19.1 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit191-insidertradingc.htm)[.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit191-insidertradingc.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the [removed: 15th] [added: 21st] day of February, [removed: 2024.][added: 2025.]

| /s/ JEFF T. GREEN | | | | | | Chief Executive Officer, Director (principal executive officer) | | | | | | February [removed: 15, 2024] [added: 21, 2025] | | |

| /s/ LAURA SCHENKEIN | | | | | | Chief Financial Officer (principal financial officer and principal accounting officer) | | | | | | February [removed: 15, 2024] [added: 21, 2025] | | |

| /s/ SAMANTHA JACOBSON | | | | | | [removed: Chief Strategy Officer,] Director | | | | | | February [removed: 15, 2024] [added: 21, 2025] | | |

| /s/ LISE J. BUYER | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 21, 2025] | | |

| /s/ ANDREA CUNNINGHAM | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 21, 2025] | | |

| /s/ KATHRYN E. FALBERG | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 21, 2025] | | |

| /s/ GOKUL RAJARAM | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 21, 2025] | | |

| /s/ DAVID B. WELLS | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 21, 2025] | | |

| | | | | | | Director | | | | | | February 21, 2025 | | |

| Alex Kayyal | | | | | | | | | | | | | | |

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