Trade Desk (TTD) 10-K risk factor changes: FY2025 vs FY2024

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

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

If all of our individual client contractual relationships were aggregated at the holding company level, [removed: one] [added: two] holding [removed: company] [added: companies] would have [added: each] represented more than 10% of our gross billings for [removed: 2024.][added: 2025.]

[removed: Additionally, a] [added: A] holding company may be acquired by, or consolidate with, another holding company that does not utilize our platform, or [added: a holding company] may [removed: otherwise reduce overall spend on our platform as] [added: choose to exert control over its individual agencies in] a [added: way that may otherwise] result [removed: of] [added: in] an [removed: acquisition or consolidation.][added: overall reduction in our revenue.]

[added: If so, any consolidation of, or 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.

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

Macroeconomic conditions beyond our control could harm the overall demand for advertising and the economic health of [added: agencies and] advertisers, which could adversely affect our business, financial condition and results of operations.

Our business depends on the overall demand for advertising and on the economic health of [added: the agencies and] advertisers that [removed: benefit from] [added: use] our platform.

Market uncertainties or downturns, whether global, local or industry or sector specific, and [added: any] associated macroeconomic conditions, such as growing inflation, [added: concerns around a potential recession,] changes in interest rates, [removed: recessionary fears,] changes in foreign currency exchange rates, [added: changes in trade policies and practices,] 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 [added: agencies and] advertisers to decrease or pause their advertising budgets, which could reduce spend though our platform and adversely affect our business, financial condition [added: and results of operations.]

[removed: Such processes] [added: As a result, supply chains in the market for programmatic ad buying] may not always work in our favor or for the benefit of our clients and may [removed: create] [added: have] inefficiencies [removed: in the supply chain for advertising inventory.][added: and lack transparency.]

Although we have in the past and [removed: may in the future] [added: continue to] undertake efforts to [removed: address these] [added: improve] supply chain [removed: inefficiencies,] [added: efficiency and transparency,] we may not be successful in such efforts.

For example, although television advertising is a large market, only a very small percentage [removed: of it is currently purchased through digital advertising exchanges.]

[removed: Our] [added: Furthermore, our] current and potential competitors may have significantly more financial, technical, marketing, and other resources than we have, which may allow them to devote greater resources to the development, promotion, sale and support of their products and services.

They may also have more extensive advertiser bases and broader publisher relationships than we have, rich [removed: first-party] [added: first party] data sets, [removed: and] may be better positioned to execute on advertising conducted over certain channels, such as social media, mobile, and [removed: video.][added: video and in the case of “walled garden” inventory providers, may exclusively sell their own inventory directly to advertisers, which prevents us from competing with them entirely for such inventory.]

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

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

In addition, as we [removed: develop and] introduce new [removed: offerings,] [added: offerings and further develop existing ones,] including [added: in both cases] those [removed: incorporating] [added: that increasingly incorporate] or [removed: utilizing artificial intelligence] [added: utilize AI] and machine learning [removed: and new] [added: or the] processing of personal information, including identifiable information, they may raise new, or heighten existing, technological, security, [removed: legal] [added: legal, commercial] and other risks and challenges, which may cause unintended consequences, and they may not function properly or may be misused by our clients.

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

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

However, such measures cannot provide absolute security and could, among other issues, fail to be adequate or accurately assess the [removed: incident severity, not proceed quickly enough, or fail to sufficiently remediate an incident.]

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

Although we have implemented work-from-home protocols and provide work-issued devices to employees, the actions of our employees while working from home may have a greater effect on the security of our systems, platform, related offerings and the data we process, including by increasing the risk of compromise to our systems, confidential [added: 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.]

A breach of our security, a flawed design, and/or our failure to respond sufficiently to a security incident could disrupt our services and result in theft, misuse, loss, corruption, or improper use or disclosure of [added: our systems or] data.

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

We could also be required to notify regulators, [removed: customers] [added: clients] or other third parties.

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 [added: litigation,] investigations or enforcement actions for alleged compliance failures, result in less demand for our offerings, or cause us to change our platform, related offerings or business model, which may have a material adverse effect on our business.

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

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

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

The global regulatory landscape regarding the privacy and protection of personal information is evolving, and U.S. (state, federal and local) and foreign governments continue to consider and enact additional legislation and rulemaking related to privacy and data protection, often with a particular focus on intermediaries in the online advertising ecosystem, including those that engage in targeted advertising, “sell” or “share” personal data, and act as “data brokers.” [removed: We] [added: While a significant volume of laws has already been enacted, we] expect to see [removed: an increase in, or changes to, privacy and] [added: additional] data protection legislation and regulation in this area for the foreseeable future.

[removed: Further,] [added: For example,] the FTC uses its enforcement powers under Section 5 of the Federal Trade Commission Act (the “FTC Act”) (which prohibits “unfair” and “deceptive” trade practices) to investigate companies engaging in online tracking.

[removed: For example,] [added: In] the [added: preceding few years, 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 [removed: brokers and companies that process health-related data.]

The [removed: Commission] [added: FTC] could continue to build on this trend under its [removed: recently granted] authority to enforce a [added: relatively new] federal law focused on disclosures of certain “sensitive” information by companies operating as data brokers to certain restricted countries or entities “controlled” by such [removed: countries.][added: countries, and the Department of Justice could act on authority granted under an executive order restricting similar practices, for which regulations and guidance have recently taken effect.]

[added: In] addition, a potential federal omnibus privacy law remains a possibility.

These state laws define “personal information” broadly enough to include many online identifiers provided by individuals’ devices, applications, and protocols (such as IP addresses, mobile [removed: application] [added: advertising] identifiers and unique cookie identifiers), individuals’ location data, and hashed versions of email addresses and phone numbers.

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

[removed: Most] [added: Perhaps most] significant for the advertising industry, however, these laws require businesses that engage in certain advertising uses of personal data to offer and honor an opt-out of such [removed: activities, including, in some states, through browser or device-based preference signals.][added: activities.]

(Terminology varies slightly among some of the state laws, tying the opt-out requirement to “targeted advertising,” “sales” or “sharing” of personal data.) [removed: Because of these obligations, the availability of data within our platform, our related offerings and the advertising ecosystem more broadly may decline, potentially making our platform and related offerings less valuable to our clients.]

These laws and their implementing regulations [added: have and] will likely also increase compliance costs and obligations on us, our clients, and other companies in the advertising industry.

Although we have attempted to mitigate certain risks posed by these laws through contractual, platform and offering changes, we cannot predict with certainty the effect of these laws and their implementing regulations, [removed: many] [added: some] of which are not yet finalized, on our business, nor the share of consumers who will carry out their opt-out and other rights and how these actions will impact us, our clients, inventory sources, and our industry.

We focus on the value of our platform and related offerings.

Agencies and advertisers may have an adverse reaction to the related pricing, which could impair our ability to maintain and attract existing and new clients and our share of their advertising budgets.

We have spent

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Additionally, suppliers and other third parties in the programmatic supply chain may extract more value than they add.

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of it is currently purchased through digital advertising exchanges.

Additionally, the impact of AI on our industry is still emerging and uncertain.

We have been developing and implementing AI and machine learning models in our platform for nearly a decade and plan to continue such efforts, but there can be no assurance that our implementation of AI initiatives will continue to enhance our platform and related offerings in the manner we expect.

We expect our AI initiatives will require increased investment in infrastructure.

To the extent we fail to adopt such technologies effectively or as intended, experience delays in integrating these technologies into our operations or our competitors successfully implement improved AI technologies into their products or services, our ability to compete effectively could be harmed and our growth prospects and results of operations could be adversely affected.

Historically, some of our competitors have sought to differentiate themselves to prospective customers primarily on the basis of artificially low prices, which are enabled by inherent conflicts of interest and a lack of objectivity, and do not account for the overall value delivered to customers.

Our future success depends upon our continued ability to distinguish our offerings from competitors based on the value we provide our clients, including superior price discovery with respect to advertising opportunities, without the conflicts of interest and lack of objectivity that come with also selling advertising inventory.

Although we believe that we offer differentiated offerings with superior value, some customers may be price sensitive and there is no guarantee that new and existing customers will value our offerings as we intend.

They may perceive other offerings as competitive purely on the basis of price and results that are self-reported by such competitors.

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foreseeable future and that our revenue growth will largely depend on increasing spend on our platform and related offerings.

We may make bad decisions regarding these investments, and our efforts to introduce new or upgraded platform features or related offerings, including, for example, those related to third-party data marketplace features, may not function as intended or result in the improvements we expect.

In addition to competitive, regulatory and marketplace uncertainties in the ecosystem, we also anticipate that evolution of the use of AI and machine learning in digital advertising may create challenges and further ecosystem uncertainty, which can be difficult to predict.

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incident severity, not proceed quickly enough, or fail to sufficiently remediate an incident.

Some of our offerings, including those that entail some use of directly identifying information, may also increase our exposure to potential claims by plaintiffs’ attorneys, including by attempting to apply various legal theories – such as alleging violations of wiretapping statutes – to certain of our activities.

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brokers and companies that process health-related data.

As noted above, plaintiffs’ attorneys are also increasingly pursuing claims against advertising technology companies related to their data collection, use and disclosure practices, as well as advertisers and publishers that rely on services provided by these companies.

For example, in March 2025, suits alleging various privacy tort theories were filed against us in the Northern District of California.

Many states have adopted omnibus consumer privacy laws.

In a recent enforcement action, the California Attorney General employed these data minimization standards to attack advertising-related disclosures by a publisher of health-related information.

Increasingly, state laws require companies like ours to honor opt outs expressed through device-based preference signals, such as the Global Privacy Control (“GPC”), which enable consumers to opt out of relevant activities by all data controllers at once rather than individually.

California and other state regulators announced an enforcement sweep focused on how companies honor these signals and California recently enacted a law that will require all browser manufacturers to support the sending of these signals.

The proliferation of these laws, including the obligation to honor device-based preference signals and the greater volume of such signals that is likely to result from California’s law, could result in lower availability of data within our platform, our related offerings and the advertising ecosystem more broadly, all of which could result in our platform and related offerings being less valuable to our clients and harm to our business.

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through a variety of new restrictions, or in some cases prohibit it altogether.

A somewhat similar law enacted in Virginia is also backed by a private right of action.

In addition to fines, breach of the GDPR can also result in regulatory investigations, enforcement notices, reputational harm and civil claims.

In relation to such cross border transfers of personal information, we expect the existing legal complexity and uncertainty regarding international personal information transfers to continue.

Failure of the industry to adapt to changes required

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*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.

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

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

and results of operations.

We may make bad decisions regarding these investments.

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.

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

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.

In

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

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

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

It also provides certain rights, such as

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

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

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

If all or some jurisdictions within the EU or the U.K. determine that the latest standard contractual clauses also cannot be used to transfer personal data to the U.S. and if the DPF is ultimately struck down in a manner similar to the Privacy Shield Framework, we could be left with no reasonable option for the lawful cross-border transfer of personal data.

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

Online political advertising laws are rapidly evolving and, in

Google’s web browser, Chrome, has introduced new controls over third-party cookies and had announced plans to deprecate support for third-party cookies and user agent strings entirely beginning in 2025.

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.

Google has stated it will continue making its investments and testing various technologies under its label of “Privacy Sandbox” which may provide modified targeting and measurement functionality to digital advertising ecosystem participants as a limited replacement for the functionality currently provided through the use of third-party cookies.

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

A replacement for the ePrivacy Directive is currently under discussion by EU member states to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states.

Like the GDPR, the proposed ePrivacy Regulation applies extra-territorially to businesses established outside the EU who provide publicly available electronic communications services to, or gather data from the devices of, users in the EU.

Though still subject to debate, the proposed ePrivacy Regulation may further raise the bar for the use of cookies and the fines and penalties for breach may be significant.

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

We are

Employee turnover, including changes in our management team or failure to manage executive succession effectively, could disrupt our business.

The loss of one or more of our executive officers or our inability to attract and retain highly skilled employees could have an adverse effect on our business, financial condition and results of operations.

Consequently, our reputation depends in part on providing services

The effects of health epidemics have had, and could in the future have, an adverse impact on our business, financial condition and results of operations.

Our business and operations have been, and could in the future be, adversely affected by health epidemics.

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

Many marketers decreased or paused their advertising spend as a response to the economic uncertainty, decline in business activity and other COVID-19-related impacts, which negatively impacted, and with respect to other future health epidemics, may negatively impact, our revenue and results of operations, the extent and duration of which we may not be able to accurately predict.

The economic uncertainty caused by future health epidemics may make it difficult for us to forecast revenue and operating results and to make decisions regarding operational cost structures and investments.

The duration and extent of the impact from future health epidemics or other health events depend on future developments that cannot be accurately predicted at this time, including measures taken by governments, businesses and other organizations in response to such epidemic or other public health event, and if we are not able to respond to and manage the impact of such events effectively, our business may be harmed.

providers or assume some hosting responsibilities ourselves.

hiring, training, integrating and retaining sufficient numbers of sales personnel to support our growth in the United States and internationally.

from expanding our offerings.

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

| (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 spend on our platform for advertising inventory, value-added services and data; plus the platform fee, which is generally based on a percentage of a client’s total spend on our platform. [removed: We expect our take rate (revenue as a percentage of gross spend) to fluctuate due to the types of services rendered and client-selected features 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. [added: For further information, refer to “—Components of Our Results of Operations” below.] | | |

The growing digitization of [removed: media and] [added: media,] fragmentation of audiences [removed: has] [added: and ongoing lack of transparency in the advertising technology ecosystem have] increased the complexity of advertising, and thereby increased the need for [removed: automation in] [added: an] ad [removed: buying, which we provide on our platform.][added: buying platform that users can trust.]

[removed: In order to grow, we will need to continue to develop] [added: We believe] our [added: continued success relies on further developing our] platform’s programmatic capabilities [removed: and expand our] [added: while expanding access to] advertising inventory, value-added services and data to support our clients’ advertising campaigns.

We believe that [added: our] key opportunities include [added: (i)] our ongoing global expansion, [added: (ii)] continuing development of our omnichannel ad inventory (including in channels such as CTV and other video, mobile, audio and others), [removed: adoption and utilization of retail data and] [added: (iii)] continuing [removed: development] [added: development, optimization] and adoption of the data usage, measurement and targeting capabilities provided by our [removed: platform.][added: platform, which create a natural flywheel in our business, (iv) the adoption and utilization of third-party data, in particular, retail data, and first-party data by our clients, and (v) continuing development and incorporation of AI in our platform and related offerings.]

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

We anticipate that our operating expenses will continue to increase in the foreseeable future as we invest in platform operations [removed: and] [added: for our hosting capabilities as well as] technology and development to enhance our [removed: platform,] [added: platform and related offerings,] including [removed: programmatic buying of CTV ad inventory,] [added: our continued focus on the development] and [removed: hosting capabilities.][added: incorporation of AI.]

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

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

Changes in interest [removed: and] [added: rates,] foreign currency exchange rates, [added: trade policies and practices,] inflation and [added: other] geopolitical developments have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services in various industries, including those provided by our clients, while also disrupting supply [removed: channels,] [added: chains,] sales channels and advertising and marketing activities for an unknown period of time until economic activity normalizes.

Our recent growth has been [added: largely] driven by expanding our share of spend by our existing clients and adding new clients.

Our clients include some of the largest advertising agencies and advertisers in the world, and we believe there is significant room for us to expand further within these [removed: clients.][added: clients, including room to expand the aperture of customers we support across the mid-market.]

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

In order to analyze gross spend contributions and growth from [added: new and] existing clients, we measure annual gross spend [added: on our platform] for the set of [removed: clients, or cohort,] [added: clients] that commenced spending on our platform in a specific year relative to subsequent periods.

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

Any such change could have a significant negative impact on [removed: gross spend] [added: revenue] and operating results.

Our future growth will depend on our ability to maintain and grow the inventory and spend across these channels, in addition to continued growth in [removed: CTV.][added: CTV and potentially in any new inventory sources that may arise with the advent of AI.]

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 functionality, including the development of new or improved value-added services or the inclusion of additional [removed: data.][added: data, and driving continual and increased adoption of such value-added services and data by our clients.]

[removed: We believe that our ability to integrate and offer] CTV and other [added: quality] advertising inventory for purchase through our platform, our ability to continuously improve the features and functionality of our platform and related offerings and, in particular, our ability to manage the increased costs that will accompany these efforts, [added: such as the cost of developing and hosting our growing, AI-rich platform and related offerings,] will impact the future growth [added: and profitability] of our business.

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

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

We expect that our revenue [removed: as a percentage of] [added: earned from our clients’] gross spend will fluctuate in the [removed: future,] [added: future pursuant to these factors,] especially as we introduce new and enhanced platform features [removed: on our platform] [added: and related offerings] that [removed: are] [added: may be] 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.

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

*Platform Operations.* Platform operations expense consists of expenses related to hosting our platform, which includes “internet traffic” associated with the viewing of available impressions or queries per second [removed: (“QPS”),] [added: (“QPS”) and computing power to enable technical features and functionality such as AI,] purchasing data used to inform and improve the platform and providing support to our clients.

Platform operations expense includes hosting costs, [added: including depreciation relating to data center computing and networking equipment,] personnel costs, data-related costs and amortization of capitalized software costs for platform development.

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

We expect platform operations [removed: expenses] [added: expense] to increase in absolute dollars in future periods as we continue to experience increased volumes of QPS through our platform, invest in our hosting [removed: capabilities] [added: capabilities, including to support new technical features] and [added: functionality of our platform and related offerings and our growing AI and machine learning 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 costs, commission costs and travel, for our sales and marketing [added: personnel.]

Our sales organization focuses on marketing our platform [added: and related offerings] to increase [removed: its] [added: their] adoption by existing and new clients.

We are also focused on expanding our [removed: international] business by growing our sales teams in countries in which we currently operate, [added: including in the United States and internationally,] as well as establishing a presence in additional countries.

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

Therefore, we expect technology and development expense to increase as we continue to invest in the development of our platform [added: and related offerings] to support additional platform features and functionality, [added: including AI and machine learning,] increase the number of advertising inventory and data suppliers and support the anticipated increase in volume of [removed: advertising spend] [added: QPS] on our platform.

*General and Administrative.* General and administrative expense consists primarily of personnel costs, including salaries, bonuses, stock-based compensation, employee benefits costs and travel associated with our executive, finance, legal, human resources, compliance and other administrative personnel, as well as accounting and legal professional [removed: services 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.][added: Option, which was granted in 2021.]

We expect to continue to invest in corporate infrastructure [added: and headcount] to support growth.

*Interest Expense.* Interest expense is mainly related to our debt, which carries a variable interest [removed: rate.][added: rate and fees for undrawn amounts.]

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

Our [removed: income tax] provision [added: for income taxes] may be significantly affected by changes to our estimates for tax in jurisdictions in which we operate, and other estimates utilized in determining the global effective tax rate.

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

Our effective tax rate differs from the U.S. federal statutory tax rate of 21% primarily due to [removed: research and development tax credits,] [added: the impact of stock-based awards including non-deductible stock-based compensation net of] tax benefits associated with employee exercises of stock options and vesting of restricted stock, [removed: nondeductible stock-based compensation] [added: state taxes, research] and [removed: foreign] [added: development] tax [removed: rate differences] [added: credits] and [removed: state taxes.][added: foreign tax effects.]

We are a global leader in advertising technology.

We empower ad buyers to create, manage and optimize digital advertising campaigns across ad formats, channels and devices.

Our platform’s depth, AI capabilities and rich ecosystem of inventory, publisher and data partner integrations enable superior reach and decisioning for clients.

In addition to the primary capabilities provided by our self-service platform, our enterprise APIs equip our clients with the ability to customize and expand platform functionality.

Since our founding in 2009, we have been committed to building a more transparent and objective advertising ecosystem and enabling more expressive and data-driven campaigns through pioneering technology innovations.

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| | | | 2025 | | | | | | 2024 | | | | | | $ | | | | | | % | | |

| Revenue | | | $ | 2,896,284 | | | | | $ | 2,444,831 | | | | | $ | 451,453 | | | | | 18 | | % |

| Net income | | | $ | 443,304 | | | | | $ | 393,076 | | | | | $ | 50,228 | | | | | 13 | | % |

| Net cash provided by operating activities | | | $ | 992,721 | | | | | $ | 739,456 | | | | | $ | 253,265 | | | | | 34 | | % |

| Gross spend (1) | | | $ | 13,394,683 | | | | | $ | 12,040,872 | | | | | $ | 1,353,811 | | | | | 11 | | % |

| Adjusted EBITDA (2) | | | $ | 1,196,449 | | | | | $ | 1,010,649 | | | | | $ | 185,800 | | | | | 18 | | % |

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

| (2) | | | To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we present Adjusted EBITDA, which is a Non-GAAP financial measure. Additional information can be found in “— Non-GAAP Financial Measures” below, including reconciliations of Adjusted EBITDA to the corresponding GAAP measure of net income. | | |

Since our founding, we have focused on developing the most sophisticated, rich and objective platform for buyers of advertising.

Our platform delivers valuable insights and results to clients without the conflict of interest and lack of objectivity that come with also selling owned advertising inventory.

Accordingly, we see a significant market opportunity across advertisers and agencies with which we do not yet do business.

In addition, we have expanded our efforts to improve the efficiency and transparency of complex open internet supply channels.

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relationships with existing clients.

In addition, due to high demand for hosting infrastructure components, their prices have become increasingly inelastic and the cost for such components has been rising.

This includes our ability to differentiate to clients our platform’s overall value from competitors’ platforms that may offer artificially low prices, which are enabled by inherent conflicts of interest and a lack of objectivity that come with also selling advertising inventory.

We believe that we offer differentiated offerings with superior value to new and existing clients.

Historically, our existing clients have generally increased their spend on our platform.

We believe that our ability to integrate and offer

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Additionally, advertising activity is typically heightened in the periods leading up to major United States political elections.

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Platform operations expense as a percentage of revenue may fluctuate period to period based on revenue levels and the timing of our investments in our hosting capabilities, subject to rising prices for data center components, as we continue to strategically invest in data center computing and networking capacity.

Platform operations expense also may vary due to the amount of certain costs of supplier-provided components of value-added services and data recorded as platform operations expense versus as reductions to revenue.

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services fees, local business taxes and fees and credit loss expense.

In addition, general and administrative expenses may fluctuate period to period due to various litigation, regulatory and governance matters, in which timing and extent of such expense is variable.

Refer to “—Liquidity and Capital Resources — Credit Facility” below for further information.

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*SEC on February 21, 2025.

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

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| Other expense (income): | | | | | | | | | | | | | | | | | | | | | | | |

The increase in revenue was also driven by a higher proportion of revenue earned from client spend due to increased utilization of our value-added services and data; and higher platform fees.

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

Our platform allows clients to execute integrated campaigns across ad formats and channels, including CTV and other video, display, audio, and native, on a multitude of devices, such as televisions, streaming devices, mobile devices, computers and digital-out-of-home devices.

Our platform’s integrations with major inventory, publisher and data partners provide ad buyers reach and decisioning capabilities, and our enterprise APIs enable our clients to customize and expand platform functionality.

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

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

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

| Gross spend (1) | | | $ | 12,041 | | | | | $ | 9,611 | | | | | $ | 2,430 | | | | | 25 | | % |

However, such markets may also pose challenges related to compliance with local laws and regulations, restrictions on foreign ownership or investment, uncertainty related to trade relations and a variety of additional risks.

The gross spend from each of our cohorts has increased over subsequent periods.

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

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

personnel.

Our development efforts also include additional platform functionality to support our international expansion.

We also intend to invest in technology to further automate our business processes.

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

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.

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

The increase was primarily due to increases of $33 million in personnel

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

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.

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

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

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

| 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 | | | | |

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.

No amount was owed on our Amended Credit Facility as of December 31, [removed: 2024.][added: 2025.]

Based upon the short-term investments amount as of December 31, [removed: 2024,] [added: 2025,] 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 $6 million annually.

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

As of December 31, [removed: 2024,] [added: 2025,] an immediate 10% adverse change in foreign exchange rates on foreign-denominated accounts would result in a foreign currency loss of approximately [removed: $36] [added: $47] million.

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[removed: Our platform’s integrations with major inventory, publisher and data partners provide ad buyers reach and decisioning capabilities, and] [added: In addition to the primary capabilities provided by] our [added: self-service platform, our] enterprise application programming interfaces (“APIs”) [removed: enable] [added: equip] our clients [added: with the ability] to customize and expand platform functionality.

[removed: Media is Increasingly Digital. Media is increasingly digital as a result] [added: Fragmentation] of [removed: advances in technology and] [added: an Increasingly Digital Audience. As] changes in consumer [removed: behavior.][added: behavior and advances in technology drive media to become increasingly digital, audience fragmentation is accelerating.]

[removed: Emergence of CTV.] We are witnessing a generational shift from linear television to [removed: CTV] [added: connected television (“CTV”)] as Internet and television programming converge.

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

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

- We [removed: Are Focused] [added: Focus] on the Buy [removed: Side.] [added: Side with Independence and Objectivity.] We focus on buyers [removed: since] [added: because] they control [removed: the] advertising budgets.

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

We also believe that by aligning our core offerings with buyers, we are able to avoid [added: the] conflicts of interest [removed: that exist when serving] [added: of our competitors who serve] both the buy side and sell side.

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

This [removed: focus] [added: objectivity] allows us to build [removed: trust] [added: long-term, trusting relationships] with [added: our] clients, many of whom leverage their [removed: proprietary] [added: proprietary, first-party] data on our platform.

Given our [removed: independent] [added: independent,] buy-side focused approach and our strict protocols governing the ingestion of client first-party [removed: data into our data management platform,] [added: data,] our clients trust us with their most granular and expressive data.

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

[removed: The] [added: Finally, the] breadth [added: and depth] of data [removed: that we make] available on our data marketplace [removed: from numerous data sources across channels] gives our clients a holistic view of their target [removed: audiences, enabling] [added: audience, which enables] more effective targeting across [removed: different channels.][added: channels and the ability to engage in more precise attribution and closed-loop measurement.]

- We [removed: Have Ongoing Relationships with Clients.] [added: Invest in Lasting Client Relationships.] We derive substantially all of our revenue from ongoing MSAs with our clients, rather than episodic insertion orders.

We believe this approach strengthens our relationships with our clients and helps us grow their use of our platform over the long term, providing us with a highly scalable business [removed: model.][added: model and a customer retention rate that has exceeded 95% for over a decade.]

Our clients directly access and execute campaigns on our platform and [added: can] control all facets of inventory purchasing decisions.

[removed: Clients also receive detailed,] [added: Our platform provides granular,] real-time reporting on [removed: all their] [added: our clients’] advertising campaigns.

By providing [removed: transparent information] [added: detailed reporting and actionable insights] on our platform, we enable our clients to [removed: continually compare results] [added: maximize value] and target their budgets toward the most effective advertising inventory, data providers and channels.

- We Are an Open [removed: Platform.] [added: Platform with a Rich Ecosystem.] Clients can customize and [removed: build] [added: expand platform functionality by building] their own features on top of our platform.

Our open platform approach enables [added: third-party partners to integrate their technology into] our [added: platform, which in turn allows our] advertising agency and service provider clients to provide differentiated offerings to their clients, which we believe leads to long-term relationships and increased use of our platform.

- Easy to Use, Open and Customizable. Our platform [removed: includes easy-to-use] [added: offers powerful] tools and interfaces that [removed: help] [added: empower] our users [removed: focus on managing] [added: by simplifying and streamlining] the [removed: key elements of their campaigns.][added: ad buying experience.]

[removed: - Expressiveness. Our] [added: Because of the granularity of bid factors, users of our] platform [removed: allows clients to] [added: can] easily define and manage advertising campaigns with multiple targeting parameters that could result in quadrillions of permutations, which we refer to as expressiveness.

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

- Auto Optimization. We provide auto-optimization features that allow buyers [added: the option] to [added: largely] automate their [removed: campaigns and support them with computer-generated modeling and decision making.][added: campaigns.]

- 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 [added: seamless and easy manner.]

[removed: These] [added: It processes and analyzes robust data sets to surface insights, optimizations and] recommendations [added: that] help platform users make data-driven decisions without sacrificing control or [removed: transparency and empower users to choose which optimizations make the most sense for their campaigns.][added: transparency.]

Additionally, we plan to promote [removed: additional] [added: and further develop value-added] services, data, and [added: client] incentive [removed: plans to our clients,] [added: plans,] helping us grow our business.

We expect to continue making investments to grow our sales and client service team to support this [removed: strategy.][added: strategy, and we see particular opportunities to expand the aperture of clients we support across the mid-market.]

We intend to continue investing in innovation across all channels, including the integration of new inventory sources within CTV and other video, display, audio and [removed: native.][added: native, as well as new potential inventory sources that could arise with the advent of AI.]

As part of such efforts, we have developed 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, and we may develop additional features or offerings to help our clients evaluate the quality and cost of inventory.][added: publishers.]

- [removed: Further] [added: Further] Enhance Identity Solutions, Including Unified ID 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.

- Continue to Innovate in Technology, Data and Measurement. [removed: We] [added: While we believe that our release of Kokai, our most recent and major upgrade to our platform and its offerings, implemented significant enhancements, we] intend to continue innovating and improving the technology underlying our platform and enhancing its features and functionalities, including the development of new or improved value-added services or the inclusion of additional data.

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

- Expand Our International Presence. Many of our clients serve advertisers on a global basis, and we [removed: intend to expand] [added: have been expanding] our presence [added: in markets] outside of the United States to serve the needs of those advertisers in additional geographies.

If all of our individual client contractual relationships were aggregated at the holding company level, [added: two holding companies would have each represented more than 10% of our gross billings in 2025 and] one holding company would have represented more than 10% of our gross billings in [removed: 2024 and 2023.][added: 2024.]

We obtain digital advertising inventory from over [removed: 220] [added: 430] directly integrated ad exchanges, publishers and supply-side platforms, providing us with access to a breadth of programmatic advertising inventory across televisions, streaming devices, mobile devices, computers and digital-out-of-home devices.

As of December 31, [removed: 2024,] [added: 2025,] we have integrated our platform with more than [removed: 350] [added: 370] third-party data vendors whose products are available for purchase through our platform.

Once a new client has access to our platform, they work closely with our client service teams, which onboard [removed: the] new [removed: client] [added: clients] and provide continuous support throughout the early campaigns.

Typically, once a client has gained some initial experience, [removed: it] [added: they] will move to a fully self-service model and request support as needed.

We expect technology and development expense to increase as we continue to invest in the development of our [removed: platform and] [added: platform,] related offerings [added: and hosting infrastructure] to support additional platform features and functionality, increase the [removed: number of advertising inventory and data suppliers and support anticipated increases in volume of advertising spend by our clients on our platform.]

We are a global leader in advertising technology.

We empower ad buyers to create, manage and optimize digital advertising campaigns across ad formats, channels and devices.

Our platform’s depth, artificial intelligence (“AI”) capabilities and rich ecosystem of inventory, publisher and data partner integrations enable superior reach and decisioning for clients.

Digital advertising is reported to represent the largest and fastest-growing segment of the global advertising industry, with estimated annual spend of over $700 billion and representing more than 70% of the total market spend.

We believe that the convergence of several trends in the advertising industry are driving the rise of programmatic advertising and will result in it becoming the predominant method for advertisers to reach consumers:

Rapid Growth of CTV.

Expansion of Global Advertising TAM and Programmatic Advertising. The total addressable market (“TAM”) for global advertising is reported to have surpassed $1 trillion for the first time in 2024.

At the same time, advertisers are shifting more and more of their budgets to programmatic advertising as they more precisely target audiences through high-performance, decisioned advertising campaigns.

AI Driven Personalization and Automation.

AI is fundamentally changing the media landscape, from the creative process all the way to the execution of advertising campaigns.

As AI capabilities improve and as adoption of these tools increase, more personalized content at scale will be delivered with more predictive targeting and improved campaign automation.

AI-driven platforms are poised to benefit from this evolution as the industry moves toward greater automation.

Prioritization of Data and Measurement in a Privacy-First World. In an increasingly digital, deeply interconnected and cross-platform media landscape, advertisers have begun to prioritize the use of high-quality, privacy-compliant data to drive intelligently decisioned campaigns and demand access to advanced measurement tools that demonstrate their technology partners’ performance and value.

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Advertisers Expect More From Their Technology Partners. As programmatic advertising proliferates and the industry and technology mature, advertisers have an increasingly broad field of technology partners to choose from.

As these partners differentiate themselves not just purely on value, but also on their reporting and measurement capabilities, their successful implementation of AI tools that empower advertisers and their access to desirable inventory and retail media, we expect advertisers to become increasingly selective on who they partner with.

Our Philosophy

Our approach is grounded in the following principles:

We provide rich third-party datasets in our data marketplace to improve campaign performance, and we frequently help our clients drive campaign performance even further by ingesting their proprietary data directly, enabling greater decisioning and campaign optimization.

- We Focus on AI Capabilities.

Because the core of programmatic advertising is algorithmic software that automates ad buying, the development of new AI technologies is inherent to us.

For nearly a decade, we have invested in augmenting the capabilities of our platform, including pioneering multiple innovations in this space.

Recent technological advancements have driven even greater automation opportunities within new capabilities we are developing, such as Audience Unlimited, which will enable the radical simplification of the data buying process using the agentic co-pilot features available on our platform.

- We Offer Transparency and are Channel Agnostic.

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- We Provide Access to Premium Inventory on a Global Scale.

We have forged relationships with many of the open internet’s foremost providers of premium omnichannel inventory, allowing our clients to precisely target their ads across the globe and through a broad array of channels.

Our world-class, AI-enabled platform helps buyers of advertising plan, execute and measure highly expressive, data-driven campaigns across premium, omnichannel inventory.

- utilize our AI-powered actionable insights to monitor, manage, and optimize ongoing digital advertising campaigns on a real-time basis;

- Koa — Your AI Co-Pilot. Koa is our platform’s AI co-pilot.

- Expressiveness. Our platform utilizes bid-factor-based architecture, which allows users to set up campaigns based on specific business objectives and optimize them based on performance.

In addition, by giving clients reporting, budgeting and bidding transparency, clients can make informed decisions on whether to lean on our auto-optimization capabilities, including, for example, those within Audience Unlimited, or more actively control a campaign.

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This results in highly optimized performance with minimized latency, given the millions of data points that are analyzed in real time.

We view data and measurement as key competitive

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For example, we are developing new methods of media buying our platform that increasingly leverage data and AI features, meant to make it easier for our clients to utilize data and AI to enhance the effectiveness of their advertising campaigns.

We have also launched PubDesk, a dashboard specifically designed for publishers to help them better understand what our clients want by providing detailed information on how buyers view their inventory and what drives bid pricing.

This data gives publishers valuable transparency into their programmatic traffic, which helps them surface higher quality inventory that our clients can confidently bid on.

- Enhancing Supply Chain Transparency and Efficiency. We have launched and will continue to develop OpenSincera, an open-source tool that provides visibility into the ad experience by providing detailed metadata on ad experiences across 400,000 publishers.

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

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

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

We are headquartered in Ventura, California.

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

Some of the key industry trends are:

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

The digital advertising market is a significant and growing part of the total advertising market.

As media becomes increasingly digital, decisions based on consumer and behavioral data are more prevalent.

Fragmentation of Audience. As digital media grows, audience fragmentation is accelerating.

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

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

This data is pseudonymized and made available within seconds based on specific parameters and attributes.

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

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

Automation of Ad Buying. The growing complexity of digital advertising and the laws and rules that govern it have increased the need for automation.

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

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

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

Digital Advertising Ecosystem

What We Do

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

Our platform allows clients to execute integrated campaigns across various advertising channels and formats, including CTV and other video, display, audio and native, on a multitude of devices, including televisions, streaming devices, mobile devices, computers and digital-out-of-home devices.

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

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

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

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

While data from third-party data providers improves campaign performance, our clients’ success often relies largely on our ability to ingest proprietary data directly from advertisers and agencies to enable intelligent decisioning that optimizes advertising campaigns.

Additionally, we are able to better optimize campaigns by using the data streams that we capture across different devices, so that data from one channel can be used to inform another (subject to appropriate consumer choices).

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.

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

Instead, we provide our clients with a platform that allows them to manage their omnichannel advertising campaigns, on a self-service basis with robust reporting.

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

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

At the core of our platform is our bid-factor-based architecture that allows users to define desirable factors and the value associated with those factors.

Based on these factors, our platform can compute the value of impressions in real time and bid only for optimal impressions.

Because of the granularity of the bid factors, users of our platform can rapidly create billions of different bid permutations with only a few clicks.

This expressiveness enables better targeting, pricing and campaign results.

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

seamless and easy manner.

For a description of our pending legal proceedings, see “Commitments and Contingencies — Litigation” in *Note 13* of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

From time to time, we are subject to various legal proceedings, litigation and claims, either asserted or unasserted, that arise in the ordinary course of business.

Although the outcome of the various legal proceedings, litigation and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material adverse effect on our business, financial condition, results of operations or cash flows.

Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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

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 *Pfeiffer v.

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

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

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

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

On November 10, 2022, the plaintiffs filed a consolidated complaint, and on January 12, 2023, the defendants moved to dismiss the consolidated complaint.

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.

Litigation is inherently uncertain and there can be no assurance regarding the likelihood that the motions to dismiss or defense of the various actions will be successful.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

See the [removed: definition] [added: definitions] of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $43,514,637,327] [added: $32,045,240,502] based on the closing sales price for the registrant’s Class A common stock, as reported on the Nasdaq Global Market.

As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 452,425,879] [added: 432,868,418] shares of the registrant’s Class A common stock outstanding and [removed: 43,662,678] [added: 43,108,629] shares of the registrant’s Class B common stock outstanding.

Portions of the registrant’s Proxy Statement for the [removed: 2025] [added: 2026] 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: 2024.][added: 2025.]

| *[Special Note About Forward-Looking [removed: Statements](#iae45669fe9af4343bd4ad770fb5231ad_10)*] [added: Statements](#i2f59b338ae624a9d814ad757a20133ec_10)*] | | | | | | [removed: [3](#iae45669fe9af4343bd4ad770fb5231ad_10)] [added: [3](#i2f59b338ae624a9d814ad757a20133ec_10)] | | |

| [Item [removed: 1.](#iae45669fe9af4343bd4ad770fb5231ad_16)] [added: 1.](#i2f59b338ae624a9d814ad757a20133ec_16)] | | | [removed: [Business](#iae45669fe9af4343bd4ad770fb5231ad_16)] [added: [Business](#i2f59b338ae624a9d814ad757a20133ec_16)] | | | [removed: [5](#iae45669fe9af4343bd4ad770fb5231ad_16)] [added: [5](#i2f59b338ae624a9d814ad757a20133ec_16)] | | |

| [Item [removed: 1A.](#iae45669fe9af4343bd4ad770fb5231ad_19)] [added: 1A.](#i2f59b338ae624a9d814ad757a20133ec_19)] | | | [Risk [removed: Factors](#iae45669fe9af4343bd4ad770fb5231ad_19)] [added: Factors](#i2f59b338ae624a9d814ad757a20133ec_19)] | | | [removed: [14](#iae45669fe9af4343bd4ad770fb5231ad_19)] [added: [14](#i2f59b338ae624a9d814ad757a20133ec_19)] | | |

| [Item [removed: 1B.](#iae45669fe9af4343bd4ad770fb5231ad_22)] [added: 1B.](#i2f59b338ae624a9d814ad757a20133ec_22)] | | | [Unresolved Staff [removed: Comments](#iae45669fe9af4343bd4ad770fb5231ad_22)] [added: Comments](#i2f59b338ae624a9d814ad757a20133ec_22)] | | | [removed: [39](#iae45669fe9af4343bd4ad770fb5231ad_22)] [added: [40](#i2f59b338ae624a9d814ad757a20133ec_22)] | | |

| [Item [removed: 1C.](#iae45669fe9af4343bd4ad770fb5231ad_25)] [added: 1C.](#i2f59b338ae624a9d814ad757a20133ec_25)] | | | [removed: [Cybersecurity](#iae45669fe9af4343bd4ad770fb5231ad_25)] [added: [Cybersecurity](#i2f59b338ae624a9d814ad757a20133ec_25)] | | | [removed: [39](#iae45669fe9af4343bd4ad770fb5231ad_25)] [added: [40](#i2f59b338ae624a9d814ad757a20133ec_25)] | | |

| [Item [removed: 2.](#iae45669fe9af4343bd4ad770fb5231ad_28)] [added: 2.](#i2f59b338ae624a9d814ad757a20133ec_28)] | | | [removed: [Properties](#iae45669fe9af4343bd4ad770fb5231ad_28)] [added: [Properties](#i2f59b338ae624a9d814ad757a20133ec_28)] | | | [removed: [40](#iae45669fe9af4343bd4ad770fb5231ad_28)] [added: [41](#i2f59b338ae624a9d814ad757a20133ec_28)] | | |

| [Item [removed: 3.](#iae45669fe9af4343bd4ad770fb5231ad_31)] [added: 3.](#i2f59b338ae624a9d814ad757a20133ec_31)] | | | [Legal [removed: Proceedings](#iae45669fe9af4343bd4ad770fb5231ad_31)] [added: Proceedings](#i2f59b338ae624a9d814ad757a20133ec_31)] | | | [removed: [40](#iae45669fe9af4343bd4ad770fb5231ad_31)] [added: [41](#i2f59b338ae624a9d814ad757a20133ec_31)] | | |

| [Item [removed: 4.](#iae45669fe9af4343bd4ad770fb5231ad_34)] [added: 4.](#i2f59b338ae624a9d814ad757a20133ec_34)] | | | [Mine Safety [removed: Disclosures](#iae45669fe9af4343bd4ad770fb5231ad_34)] [added: Disclosures](#i2f59b338ae624a9d814ad757a20133ec_34)] | | | [removed: [41](#iae45669fe9af4343bd4ad770fb5231ad_34)] [added: [41](#i2f59b338ae624a9d814ad757a20133ec_34)] | | |

| [Item [removed: 5.](#iae45669fe9af4343bd4ad770fb5231ad_40)] [added: 5.](#i2f59b338ae624a9d814ad757a20133ec_40)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iae45669fe9af4343bd4ad770fb5231ad_40)] [added: Securities](#i2f59b338ae624a9d814ad757a20133ec_40)] | | | [removed: [42](#iae45669fe9af4343bd4ad770fb5231ad_40)] [added: [42](#i2f59b338ae624a9d814ad757a20133ec_40)] | | |

| [Item [removed: 6.](#iae45669fe9af4343bd4ad770fb5231ad_43)] [added: 6.](#i2f59b338ae624a9d814ad757a20133ec_43)] | | | [removed: [Reserved](#iae45669fe9af4343bd4ad770fb5231ad_43)] [added: [\[](#i2f59b338ae624a9d814ad757a20133ec_43)[Reserved](#i2f59b338ae624a9d814ad757a20133ec_43)[\]](#i2f59b338ae624a9d814ad757a20133ec_43)] | | | [removed: [44](#iae45669fe9af4343bd4ad770fb5231ad_43)] [added: [44](#i2f59b338ae624a9d814ad757a20133ec_43)] | | |

| [Item [removed: 7.](#iae45669fe9af4343bd4ad770fb5231ad_46)] [added: 7.](#i2f59b338ae624a9d814ad757a20133ec_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iae45669fe9af4343bd4ad770fb5231ad_46)] [added: Operations](#i2f59b338ae624a9d814ad757a20133ec_46)] | | | [removed: [44](#iae45669fe9af4343bd4ad770fb5231ad_46)] [added: [44](#i2f59b338ae624a9d814ad757a20133ec_46)] | | |

| [Item [removed: 7A.](#iae45669fe9af4343bd4ad770fb5231ad_79)] [added: 7A.](#i2f59b338ae624a9d814ad757a20133ec_82)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iae45669fe9af4343bd4ad770fb5231ad_79)] [added: Risk](#i2f59b338ae624a9d814ad757a20133ec_82)] | | | [removed: [56](#iae45669fe9af4343bd4ad770fb5231ad_79)] [added: [58](#i2f59b338ae624a9d814ad757a20133ec_82)] | | |

| [Item [removed: 8.](#iae45669fe9af4343bd4ad770fb5231ad_82)] [added: 8.](#i2f59b338ae624a9d814ad757a20133ec_85)] | | | [Financial Statements and Supplementary [removed: Data](#iae45669fe9af4343bd4ad770fb5231ad_82)] [added: Data](#i2f59b338ae624a9d814ad757a20133ec_85)] | | | [removed: [57](#iae45669fe9af4343bd4ad770fb5231ad_82)] [added: [59](#i2f59b338ae624a9d814ad757a20133ec_85)] | | |

| [Item [removed: 9.](#iae45669fe9af4343bd4ad770fb5231ad_154)] [added: 9.](#i2f59b338ae624a9d814ad757a20133ec_157)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iae45669fe9af4343bd4ad770fb5231ad_154)] [added: Disclosure](#i2f59b338ae624a9d814ad757a20133ec_157)] | | | [removed: [85](#iae45669fe9af4343bd4ad770fb5231ad_154)] [added: [91](#i2f59b338ae624a9d814ad757a20133ec_157)] | | |

| [Item [removed: 9A.](#iae45669fe9af4343bd4ad770fb5231ad_157)] [added: 9A.](#i2f59b338ae624a9d814ad757a20133ec_160)] | | | [Controls and [removed: Procedures](#iae45669fe9af4343bd4ad770fb5231ad_157)] [added: Procedures](#i2f59b338ae624a9d814ad757a20133ec_160)] | | | [removed: [85](#iae45669fe9af4343bd4ad770fb5231ad_157)] [added: [91](#i2f59b338ae624a9d814ad757a20133ec_160)] | | |

| [Item [removed: 9B.](#iae45669fe9af4343bd4ad770fb5231ad_160)] [added: 9B.](#i2f59b338ae624a9d814ad757a20133ec_163)] | | | [Other [removed: Information](#iae45669fe9af4343bd4ad770fb5231ad_160)] [added: Information](#i2f59b338ae624a9d814ad757a20133ec_163)] | | | [removed: [86](#iae45669fe9af4343bd4ad770fb5231ad_160)] [added: [92](#i2f59b338ae624a9d814ad757a20133ec_163)] | | |

| [Item [removed: 9C.](#iae45669fe9af4343bd4ad770fb5231ad_166)] [added: 9C.](#i2f59b338ae624a9d814ad757a20133ec_169)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iae45669fe9af4343bd4ad770fb5231ad_166)] [added: Inspections](#i2f59b338ae624a9d814ad757a20133ec_169)] | | | [removed: [86](#iae45669fe9af4343bd4ad770fb5231ad_166)] [added: [92](#i2f59b338ae624a9d814ad757a20133ec_169)] | | |

| [Item [removed: 10.](#iae45669fe9af4343bd4ad770fb5231ad_172)] [added: 10.](#i2f59b338ae624a9d814ad757a20133ec_175)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#iae45669fe9af4343bd4ad770fb5231ad_172)] [added: Governance](#i2f59b338ae624a9d814ad757a20133ec_175)] | | | [removed: [87](#iae45669fe9af4343bd4ad770fb5231ad_172)] [added: [93](#i2f59b338ae624a9d814ad757a20133ec_175)] | | |

| [Item [removed: 11.](#iae45669fe9af4343bd4ad770fb5231ad_175)] [added: 11.](#i2f59b338ae624a9d814ad757a20133ec_178)] | | | [Executive [removed: Compensation](#iae45669fe9af4343bd4ad770fb5231ad_175)] [added: Compensation](#i2f59b338ae624a9d814ad757a20133ec_178)] | | | [removed: [87](#iae45669fe9af4343bd4ad770fb5231ad_175)] [added: [93](#i2f59b338ae624a9d814ad757a20133ec_178)] | | |

| [Item [removed: 12.](#iae45669fe9af4343bd4ad770fb5231ad_178)] [added: 12.](#i2f59b338ae624a9d814ad757a20133ec_181)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iae45669fe9af4343bd4ad770fb5231ad_178)] [added: Matters](#i2f59b338ae624a9d814ad757a20133ec_181)] | | | [removed: [87](#iae45669fe9af4343bd4ad770fb5231ad_178)] [added: [93](#i2f59b338ae624a9d814ad757a20133ec_181)] | | |

| [Item [removed: 13.](#iae45669fe9af4343bd4ad770fb5231ad_181)] [added: 13.](#i2f59b338ae624a9d814ad757a20133ec_184)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iae45669fe9af4343bd4ad770fb5231ad_181)] [added: Independence](#i2f59b338ae624a9d814ad757a20133ec_184)] | | | [removed: [87](#iae45669fe9af4343bd4ad770fb5231ad_181)] [added: [93](#i2f59b338ae624a9d814ad757a20133ec_184)] | | |

| [Item [removed: 14.](#iae45669fe9af4343bd4ad770fb5231ad_184)] [added: 14.](#i2f59b338ae624a9d814ad757a20133ec_187)] | | | [Principal Accountant Fees and [removed: Services](#iae45669fe9af4343bd4ad770fb5231ad_184)] [added: Services](#i2f59b338ae624a9d814ad757a20133ec_187)] | | | [removed: [87](#iae45669fe9af4343bd4ad770fb5231ad_184)] [added: [93](#i2f59b338ae624a9d814ad757a20133ec_187)] | | |

| [Item [removed: 15.](#iae45669fe9af4343bd4ad770fb5231ad_190)] [added: 15.](#i2f59b338ae624a9d814ad757a20133ec_193)] | | | [Exhibits and Financial Statement [removed: Schedules](#iae45669fe9af4343bd4ad770fb5231ad_190)] [added: Schedules](#i2f59b338ae624a9d814ad757a20133ec_193)] | | | [removed: [88](#iae45669fe9af4343bd4ad770fb5231ad_190)] [added: [94](#i2f59b338ae624a9d814ad757a20133ec_193)] | | |

| [Item [removed: 16.](#iae45669fe9af4343bd4ad770fb5231ad_193)] [added: 16.](#i2f59b338ae624a9d814ad757a20133ec_196)] | | | [Form 10-K [removed: Summary](#iae45669fe9af4343bd4ad770fb5231ad_193)] [added: Summary](#i2f59b338ae624a9d814ad757a20133ec_196)] | | | [removed: [90](#iae45669fe9af4343bd4ad770fb5231ad_193)] [added: [96](#i2f59b338ae624a9d814ad757a20133ec_196)] | | |

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, 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, [added: tax laws, including the impact of the One Big Beautiful Bill Act (“OBBBA”), tax expenses, tax payments,] capital expenditures including share repurchases, sales and marketing initiatives, cybersecurity risks and competition.

- Macroeconomic conditions beyond our control could harm the overall demand for advertising and the economic health of [added: agencies and] 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 [added: 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 [added: litigation,] investigations or enforcement actions for alleged compliance failures, result in less demand for our offerings, or cause us to change our platform, related offerings or business model, which may have a material adverse effect on our business.

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

| [Part I](#i2f59b338ae624a9d814ad757a20133ec_13) | | | | | | | | |

| [Part II](#i2f59b338ae624a9d814ad757a20133ec_37) | | | | | | | | |

| [Part III](#i2f59b338ae624a9d814ad757a20133ec_172) | | | | | | | | |

| [Part IV](#i2f59b338ae624a9d814ad757a20133ec_190) | | | | | | | | |

| [Signatures](#i2f59b338ae624a9d814ad757a20133ec_199) | | | | | | [97](#i2f59b338ae624a9d814ad757a20133ec_199) | | |

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

- Evolving industry standards regarding impression counts and related disputes and customer collections could impact our business and reputation.

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

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

| [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.

- The effects of health epidemics have had, and could in the future have, an adverse impact on our business, financial condition and results of operations.

[added: 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.

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

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

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

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

cybersecurity processes.

The program is

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

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

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

As of January 31, [removed: 2025,] [added: 2026,] there were approximately [removed: 11] [added: 48] holders of record of our Class A common stock and 14 holders of record of our Class B common stock.

The information required by this item will be included in our proxy statement relating to our [removed: 2025] [added: 2026] 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: 2024] [added: 2025] (the “Proxy Statement”) and is incorporated herein by reference.

The following table summarizes share repurchase activity for the three months ended December 31, [removed: 2024:][added: 2025:]

[removed: In] [added: At the end of] January 2025, [removed: 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.

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

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: 2019,] [added: 2020,] and December 31, [removed: 2024,] [added: 2025,] 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: 2019,] [added: 2020,] of [removed: $25.98] [added: $80.10] per share as the initial value of our Class A common stock after retroactive adjustment for the Stock Split.

[removed: ][added: ]

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

| October 1-31 | | | 1,159 | | | | | | $ | 51.56 | | | | | 1,159 | | | | | | $ | 500 | |

| November 1-30 | | | 4,506 | | | | | | $ | 40.58 | | | | | 4,506 | | | | | | $ | 317 | |

| December 1-31 | | | 4,313 | | | | | | $ | 38.71 | | | | | 4,313 | | | | | | $ | 150 | |

| | | | 9,978 | | | | | | | | | | | | 9,978 | | | | | | | | |

In October 2025, an additional $500 million was authorized under this program after the previous authorization was used.

In February 2026, an additional $350 million was authorized under the Company’s share repurchase program, bringing the total amount available for future repurchases to $500 million.

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

| 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 | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#iae45669fe9af4343bd4ad770fb5231ad_88)] [added: Firm](#i2f59b338ae624a9d814ad757a20133ec_91)] [(PCAOB [removed: ID](#iae45669fe9af4343bd4ad770fb5231ad_88) 238[)](#iae45669fe9af4343bd4ad770fb5231ad_88)] [added: ID](#i2f59b338ae624a9d814ad757a20133ec_91) 238[)](#i2f59b338ae624a9d814ad757a20133ec_91)] | | | [removed: [58](#iae45669fe9af4343bd4ad770fb5231ad_88)] [added: [60](#i2f59b338ae624a9d814ad757a20133ec_91)] | | |

| [Consolidated Balance [removed: Sheets](#iae45669fe9af4343bd4ad770fb5231ad_91)] [added: Sheets](#i2f59b338ae624a9d814ad757a20133ec_94)] | | | [removed: [60](#iae45669fe9af4343bd4ad770fb5231ad_91)] [added: [62](#i2f59b338ae624a9d814ad757a20133ec_94)] | | |

| [Consolidated Statements of [removed: Operations](#iae45669fe9af4343bd4ad770fb5231ad_94)] [added: Operations](#i2f59b338ae624a9d814ad757a20133ec_97)] | | | [removed: [61](#iae45669fe9af4343bd4ad770fb5231ad_94)] [added: [63](#i2f59b338ae624a9d814ad757a20133ec_97)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#iae45669fe9af4343bd4ad770fb5231ad_97)] [added: Equity](#i2f59b338ae624a9d814ad757a20133ec_100)] | | | [removed: [62](#iae45669fe9af4343bd4ad770fb5231ad_97)] [added: [64](#i2f59b338ae624a9d814ad757a20133ec_100)] | | |

| [Consolidated Statements of Cash [removed: Flows](#iae45669fe9af4343bd4ad770fb5231ad_100)] [added: Flows](#i2f59b338ae624a9d814ad757a20133ec_103)] | | | [removed: [63](#iae45669fe9af4343bd4ad770fb5231ad_100)] [added: [65](#i2f59b338ae624a9d814ad757a20133ec_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iae45669fe9af4343bd4ad770fb5231ad_103)] [added: Statements](#i2f59b338ae624a9d814ad757a20133ec_106)] | | | [removed: [64](#iae45669fe9af4343bd4ad770fb5231ad_103)] [added: [66](#i2f59b338ae624a9d814ad757a20133ec_106)] | | |

We have audited the accompanying consolidated balance sheets of The Trade Desk, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of [removed: stockholders'] [added: stockholders’] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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

For the year ended December 31, [removed: 2024,] [added: 2025,] the Company’s revenue was [removed: $2,445 million.][added: $2.9 billion.]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash [removed: equivalents |] [added: equivalents—Beginning of year] | | [removed: $] | 1,369,463 | | | | | [removed: $] | 895,129 | | [added: | | | | 1,030,506 | | |]

| Short-term investments, net | | | [removed: 552,026] [added: 644,882] | | | | | | [removed: 485,159] [added: 552,026] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $11,244] [added: $12,199] and [removed: $12,826] [added: $11,244] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 3,330,343] [added: 3,770,194] | | | | | | [removed: 2,870,313] [added: 3,330,343] | | |

| Prepaid expenses and other current assets | | | [removed: 84,626] [added: 187,753] | | | | | | [removed: 63,353] [added: 84,626] | | |

| TOTAL CURRENT ASSETS | | | [removed: 5,336,458] [added: 5,261,004] | | | | | | [removed: 4,313,954] [added: 5,336,458] | | |

| Property and equipment, net | | | [removed: 209,332] [added: 396,819] | | | | | | [removed: 161,422] [added: 209,332] | | |

| Operating lease assets | | | [removed: 263,761] [added: 342,042] | | | | | | [removed: 197,732] [added: 263,761] | | |

| Deferred income taxes | | | [removed: 230,214] [added: 55,700] | | | | | | [removed: 154,849] [added: 230,214] | | |

| Other assets, non-current | | | [removed: 72,186] [added: 97,655] | | | | | | [removed: 60,730] [added: 72,186] | | |

| TOTAL ASSETS | | | $ | [removed: 6,111,951] [added: 6,153,220] | | | | | $ | [removed: 4,888,687] [added: 6,111,951] | |

| Accounts payable | | | $ | [removed: 2,631,213] [added: 3,007,651] | | | | | $ | [removed: 2,317,318] [added: 2,631,213] | |

| Accrued expenses and other current liabilities | | | [removed: 177,760] [added: 181,991] | | | | | | [removed: 137,996] [added: 177,760] | | |

| Operating lease liabilities | | | [removed: 64,492] [added: 76,355] | | | | | | [removed: 55,524] [added: 64,492] | | |

| TOTAL CURRENT LIABILITIES | | | [removed: 2,873,465] [added: 3,265,997] | | | | | | [removed: 2,510,838] [added: 2,873,465] | | |

| Operating lease liabilities, non-current | | | [removed: 247,723] [added: 359,975] | | | | | | [removed: 180,369] [added: 247,723] | | |

| Other liabilities, non-current | | | [removed: 41,618] [added: 42,857] | | | | | | [removed: 33,261] [added: 41,618] | | |

| TOTAL LIABILITIES | | | [removed: 3,162,806] [added: 3,668,829] | | | | | | [removed: 2,724,468] [added: 3,162,806] | | |

| Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | — | | | | | | — | | |

| Common stock, par value $0.000001 Class A, 1,000,000 shares authorized; [removed: 452,182] [added: 432,814] and [removed: 444,997] [added: 452,182] shares issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively Class B, 95,000 shares authorized; [removed: 43,919] [added: 43,109] and 43,919 shares issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | — | | | | | | — | | |

| Additional paid-in capital | | | [removed: 2,594,896] [added: 3,075,303] | | | | | | [removed: 1,967,265] [added: 2,594,896] | | |

| Retained earnings [added: (accumulated deficit)] | | | [removed: 354,249] [added: (590,912)] | | | | | | [removed: 196,954] [added: 354,249] | | |

| TOTAL STOCKHOLDERS’ EQUITY | | | [removed: 2,949,145] [added: 2,484,391] | | | | | | [removed: 2,164,219] [added: 2,949,145] | | |

| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | $ | [removed: 6,111,951] [added: 6,153,220] | | | | | $ | [removed: 4,888,687] [added: 6,111,951] | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | $ | [removed: 2,444,831] [added: 2,896,284] | | | | | $ | [removed: 1,946,120] [added: 2,444,831] | | | | | $ | [removed: 1,577,795] [added: 1,946,120] | |

| Platform operations | | | [removed: 472,012] [added: 619,067] | | | | | | [removed: 365,598] [added: 472,012] | | | | | | [removed: 281,123] [added: 365,598] | | |

| Sales and marketing | | | [removed: 546,517] [added: 644,300] | | | | | | [removed: 447,970] [added: 546,517] | | | | | | [removed: 337,975] [added: 447,970] | | |

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February 27, 2026

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

| | | | 2025 | | | | | | 2024 | | |

| Cash and cash equivalents | | | $ | 658,175 | | | | | $ | 1,369,463 | |

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

| Issuance of common stock relating to business acquisition | | | 127 | | | | | | — | | | | | | 10,299 | | | | | | — | | | | | | 10,299 | | |

| Repurchases of Class A common stock | | | (26,219) | | | | | | — | | | | | | — | | | | | | (1,388,465) | | | | | | (1,388,465) | | |

| Balance as of December 31, 2025 | | | 475,923 | | | | | | $ | — | | | | | $ | 3,075,303 | | | | | $ | (590,912) | | | | | $ | 2,484,391 | |

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

| Net income | | | $ | 443,304 | | | | | $ | 393,076 | | | | | $ | 178,940 | |

| Other | | | (19,237) | | | | | | (7,028) | | | | | | (17,419) | | |

| Business acquisition | | | (4,350) | | | | | | — | | | | | | — | | |

| Assets acquired in a business combination, included in other assets, non-current, in exchange for Class A common stock | | | $ | 10,299 | | | | | $ | — | | | | | $ | — | |

| Repurchases of Class A common stock in accrued expenses and other current liabilities | | | $ | 9,943 | | | | | $ | 1,900 | | | | | $ | 903 | |

| (1) | | | Refer to *Note 11—Income Taxes* for disaggregation of income taxes paid, net of refunds, by jurisdiction. | | |

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

The Company’s platform empowers ad buyers to create, manage and optimize digital advertising campaigns across ad formats, channels and devices.

The platform’s depth, artificial intelligence (“AI”) capabilities and rich ecosystem of inventory, publisher and data partner integrations enable superior reach and decisioning for clients.

Certain prior year amounts in the consolidated statements of cash flows have been reclassified to conform to the current year presentation.

These reclassifications relate to the aggregation of the provision for expected credit losses on accounts receivable presented separately in the prior year consolidated statements of cash flows that are considered immaterial.

The reclassifications had no impact to cash flows from operating, investing or financing activities.

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

Commissions costs are expensed as incurred as their recognition period is less than one year.

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

In 2025, two holding companies accounted for 30% of Gross Billings.

The new disclosures required by this guidance were adopted on a retrospective basis and included in *Note 11 - Income Taxes*.

In January 2025, the

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The standard amends ASC 326-20 to provide an optional practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) Topic 606.

The guidance will be effective on a prospective basis for annual periods, including interim reporting periods, beginning after December 15, 2025, with early adoption permitted.

The Company does not expect the provisions of ASU 2025-05 to have a material impact on its financial statements.

February 21, 2025

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

| Other | | | (7,881) | | | | | | (20,379) | | | | | | 622 | | |

| Sales of investments | | | — | | | | | | — | | | | | | 1,977 | | |

| Cash and cash equivalents—Beginning of year | | | 895,129 | | | | | | 1,030,506 | | | | | | 754,154 | | |

Through the Company’s self-service, cloud-based platform, ad buyers can create, manage and optimize more expressive data-driven digital advertising campaigns across ad formats and channels, including connected television (“CTV”) and other video, display, audio, and native, on a multitude of devices, such as televisions, streaming devices, mobile devices, computers and digital-out-of-home devices.

Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis.

Commissions costs are expensed as incurred.

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

| Add: provision for expected credit losses | | | 853 | | | | | | 2,960 | | | | | | 3,203 | | |

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

2022, one holding company accounted for 11% of Gross Billings.

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

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.

Early adoption is permitted.

The guidance will be effective on a prospective basis, with an option to apply it retrospectively, for annual periods beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2027, and for interim periods beginning with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2028.

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

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

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

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

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

| U.S. government and agency securities | | | 8,931 | | | | | | 131,470 | | | | | | 140,401 | | |

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

| Total | | | $ | 552,026 | |

| 2025 | | | | | | $ | 46,378 | |

| 2026 | | | | | | 88,351 | | |

| 2027 | | | | | | 70,560 | | |

| 2028 | | | | | | 103,919 | | |

| 2029 | | | | | | 94,818 | | |

| Thereafter | | | | | | 258,258 | | |

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

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

| | | | Shares Under Options (in thousands) | | | | | | Weighted- Average Exercise Price | | | | | | Weighted- Average Contractual Life (years) | | | | | | Aggregate Intrinsic Value (in thousands) | | |

| Outstanding as of December 31, 2023 | | | 12,258 | | | | | | $ | 31.05 | | | | | | | | | | | | | |

| Granted | | | 2,451 | | | | | | 82.63 | | | | | | | | | | | | | | |

| Exercised | | | (4,353) | | | | | | 27.98 | | | | | | | | | | | | | | |

| Expired/Forfeited | | | (543) | | | | | | 67.00 | | | | | | | | | | | | | | |

| Outstanding as of December 31, 2024 | | | 9,813 | | | | | | $ | 43.31 | | | | | 6.0 | | | | | | $ | 728,343 | |

Our management, with the participation of our 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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which appears [removed: *in “Item] [added: in *“Item] 8.

There have been no significant changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more [removed: people, or by management override of the controls.]

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people, or by management override of the controls.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] none of our Section 16 officers or directors [removed: adopted] [added: adopted, modified] or terminated a [added: “Rule 10b5-1 trading arrangement” or 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.

The plan will terminate at the earlier of the execution of all trading orders in the plan or December 1, 2025.

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The information required by this item will be included in our proxy statement relating to our [removed: 2025] [added: 2026] 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: 2024] [added: 2025] (the “Proxy Statement”) and is incorporated herein by reference.

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

| [removed: 2.1] [added: 10.18(a)+] | | | | | | [removed: [Plan of Conversion of The] [added: [The] Trade Desk, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000125/a101-2025incentiveawardplan.htm) [2](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000125/a101-2025incentiveawardplan.htm)[025 Incentive Award Plan](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000125/a101-2025incentiveawardplan.htm).] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 11/18/2024] [added: 8/7/2025] | | | | | | [removed: 2.1] [added: 10.1] | | | | | | | | | | | |

| 3.2 | | | | | | [added: [Amended and Restated](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000132/exhibit31-amendedandrestat.htm)] [Bylaws of The Trade [removed: Desk](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex32.htm)[, Inc.](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex32.htm)] [added: Desk, Inc.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000132/exhibit31-amendedandrestat.htm)] | | | | | | 8-K | | | | | | [removed: 11/18/2024] [added: 9/17/2025] | | | | | | [removed: 3.2] [added: 3.1] | | | | | | | | | | | |

| 4.1 | | | | | | Reference is made to Exhibits [removed: [3.1](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit31-amendedandrestat.htm)] and [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1671933/000119312524260382/d878592dex32.htm).] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000132/exhibit31-amendedandrestat.htm).] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.2 | | | | | | [Form of Class A Common Stock Certificate.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/ex42-classacommonstockce.htm) | | | | | | [added: 10-K] | | | | | | [added: 2/21/2025] | | | | | | [added: 4.2] | | | | | | | | | [removed: X] | | |

| 4.3 | | | | | | [Form of Class B Common Stock Certificate.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/ex43-classbcommonstockce.htm) | | | | | | [added: 10-K] | | | | | | [added: 2/21/2025] | | | | | | [added: 4.3] | | | | | | | | | [removed: X] | | |

| 4.4 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit4_4-exx44descriptio.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit4_4-exx44descriptio.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: 10.12+] [added: 10.15+] | | | | | | [The Trade Desk, Inc. Non-Employee Director Compensation [removed: Policy.](https://www.sec.gov/Archives/edgar/data/1671933/000156459022005385/ttd-ex1016_49.htm)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000062/a101nonemployeedirectorcom.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 2/16/2022] [added: 5/8/2025] | | | | | | [removed: 10.16] [added: 10.1] | | | | | | | | | | | |

| [removed: 10.13+] [added: 10.12+] | | | | | | [Employment Agreement, dated [removed: May 24, 2023] [added: March 22, 2024] between The Trade Desk, Inc. and [removed: Laura Schenkein.](https://www.sec.gov/Archives/edgar/data/1671933/000167193323000042/ex101employmentagreementda.htm)] [added: Samantha Jacobson.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000059/a101-sjacobsonemploymentag.htm)] | | | | | | 10-Q | | | | | | [removed: 8/9/2023] [added: 5/10/2024] | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.14+] [added: 10.17+] | | | | | | [Employment Agreement, dated March [removed: 22, 2024] [added: 31, 2025,] between The Trade Desk, Inc. and [removed: Samantha Jacobson.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000059/a101-sjacobsonemploymentag.htm)] [added: Vivek Kundra.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000062/a103vivekkundraemploymenta.htm)] | | | | | | 10-Q | | | | | | [removed: 5/10/2024] [added: 5/8/2025] | | | | | | [removed: 10.1] [added: 10.3] | | | | | | | | | | | |

| [removed: 10.15+] [added: 10.13+] | | | | | | [The Trade Desk, Inc. 2024 Employee Stock Purchase Plan.](https://www.sec.gov/Archives/edgar/data/1671933/000167193324000090/a101-2024tradedeskemployee.htm) | | | | | | 10-Q | | | | | | 8/8/2024 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.16+] [added: 10.14+] | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit1016-formofindemnif.htm)[orm] [added: [Form] of Indemnification Agreement.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit1016-formofindemnif.htm) | | | | | | [added: 10-K] | | | | | | [added: 2/21/2025] | | | | | | [added: 10.16] | | | | | | | | | [removed: X] | | |

| 19.1 | | | | | | [Insider Trading [removed: 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)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit191-insidertradingc.htm)] | | | | | | [added: 10-K] | | | | | | [added: 2/21/2025] | | | | | | [added: 19.1] | | | | | | | | | [removed: X] | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit211-subsidiariesoft.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit211-subsidiariesoft.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000029/exhibit23_1-exx2312024.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit23_1-exx2312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (included on signature page to this Annual Report on Form [removed: 10-K).](#iae45669fe9af4343bd4ad770fb5231ad_196)] [added: 10-K).](#i2f59b338ae624a9d814ad757a20133ec_199)] | | | | | | | | | | | | | | | | | | | | | | | | | | | 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/1671933/000167193325000029/ttd-20241231xex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/ttd-20251231xex311.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/1671933/000167193325000029/ttd-20241231xex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/ttd-20251231xex312.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/1671933/000167193325000029/ttd-20241231xex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/ttd-20251231xex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 3.1 | | | | | | [Amended and Restated](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit31-amendedandrestat.htm) [Articles of Incorporation of The Trade Desk, Inc.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit31-amendedandrestat.htm) | | | | | | 10-Q | | | | | | 11/6/2025 | | | | | | 3.1 | | | | | | | | | | | |

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

| 10.16+ | | | | | | [Offer Letter, dated March 8, 2025, between The Trade Desk, Inc. and Vivek Kundra.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000062/a102vivekkundraofferletter.htm) | | | | | | 10-Q | | | | | | 5/8/2025 | | | | | | 10.2 | | | | | | | | | | | |

| 10.18(b)+ | | | | | | [Form of Stock Option Agreement under The Trade Desk, Inc. 2025 Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit10_18bformofstockop.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.18(c)+ | | | | | | [Form of Restricted Stock Award Agreement under The Trade Desk, Inc. 20](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit10_18cformofrestric.htm)[25](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit10_18cformofrestric.htm) [Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit10_18cformofrestric.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.18(d)+ | | | | | | [Form of Restricted Stock Unit Award Agreement under The Trade Desk, Inc. 20](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit10_18dformofrestric.htm)[25](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit10_18dformofrestric.htm) [Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit10_18dformofrestric.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.19+ | | | | | | [Offer Letter, dated](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit101-alexkayyaloffer.htm) [August](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit101-alexkayyaloffer.htm) [7](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit101-alexkayyaloffer.htm)[, 2025, between The Trade Desk, Inc. and](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit101-alexkayyaloffer.htm) [Alex Kayyal](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit101-alexkayyaloffer.htm)[.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit101-alexkayyaloffer.htm) | | | | | | 10-Q | | | | | | 11/6/2025 | | | | | | 10.1 | | | | | | | | | | | |

| 10.20+ | | | | | | [Employment Agreement, dated as of August](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit102-alexkayyalemplo.htm) [5](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit102-alexkayyalemplo.htm)[, 2025, between The Trade Desk, Inc. and Alex Kayyal.](https://www.sec.gov/Archives/edgar/data/1671933/000167193325000144/exhibit102-alexkayyalemplo.htm) | | | | | | 10-Q | | | | | | 11/6/2025 | | | | | | 10.2 | | | | | | | | | | | |

| 10.21+ | | | | | | [Employment Agreement, dated January 2](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit10_21-tahnildavisem.htm)[3](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit10_21-tahnildavisem.htm)[, 2026, between The Trade Desk, Inc. and Tahnil Davis.](https://www.sec.gov/Archives/edgar/data/1671933/000167193326000014/exhibit10_21-tahnildavisem.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Filing Date | | | | | | Number | | | | | | | | | Filed Herewith | | |

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

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

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: 21st] [added: 27th] day of February, [removed: 2025.][added: 2026.]

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

| /s/ JEFF T. GREEN | | | | | | Chief Executive Officer, Director (principal executive officer) | | | | | | February [removed: 21, 2025] [added: 27, 2026] | | |

| /s/ [removed: LAURA SCHENKEIN] [added: TAHNIL DAVIS] | | | | | | [added: Interim] Chief Financial [added: Officer, Chief Accounting] Officer [removed: (principal] [added: (interim principal] financial [removed: officer and] [added: officer,] principal accounting officer) | | | | | | February [removed: 21, 2025] [added: 27, 2026] | | |

| /s/ LISE J. BUYER | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 27, 2026] | | |

| /s/ ANDREA CUNNINGHAM | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 27, 2026] | | |

| /s/ KATHRYN E. FALBERG | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 27, 2026] | | |

| /s/ SAMANTHA JACOBSON | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 27, 2026] | | |

| /s/ GOKUL RAJARAM | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 27, 2026] | | |

[Table o](#i2f59b338ae624a9d814ad757a20133ec_7)[f Contents](#i2f59b338ae624a9d814ad757a20133ec_7)

| | | | By: | | | /s/ TAHNIL DAVIS | | |

| | | | | | | Tahnil Davis *Interim Chief Financial Officer, Chief Accounting Officer* | | |

| Tahnil Davis | | | | | | | | | | | | | | |

| /s/ ALEX KAYYAL | | | | | | Director | | | | | | February 27, 2026 | | |

| /s/ OMAR TAWAKOL | | | | | | Director | | | | | | February 27, 2026 | | |

| Omar Tawakol | | | | | | | | | | | | | | |

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

| | | | | | | Laura Schenkein *Chief Financial Officer* | | |

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

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

| /s/ DAVID B. WELLS | | | | | | Director | | | | | | February 21, 2025 | | |

| David B. Wells | | | | | | | | | | | | | | |