Trade Desk (TTD) risk factors: FY2025 10-K

Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-02-27. 48 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024

1new since FY2024
3reworded
1removed
44unchanged

Headings mentioning a theme: Tariffs 0 · AI 0 · Cybersecurity 0 · China 0 · Interest rates 0. Compare across the S&P 500.

Risks Related to Our Business and Industry

36
  1. If we fail to maintain and grow our client base and spend through our platform and related offerings, our revenue and business may be negatively impacted.
  2. The loss of advertising agencies, advertisers or holding companies as clients could significantly harm our business, financial condition and results of operations.
  3. Any decrease in the use of the advertising channels that we are primarily dependent upon, failure to expand the use of emerging channels, or unexpected shift in use among the channels in which we operate, could harm our growth prospects, financial condition and results of operations.
  4. Macroeconomic conditions beyond our control could harm the overall demand for advertising and the economic health of agencies and advertisers, which could adversely affect our business, financial condition and results of operations.reworded
  5. If our access to quality advertising inventory is diminished or fails to expand, our revenue could decline and our growth could be impeded.
  6. The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.
  7. The market for programmatic buying for advertising campaigns is relatively new and evolving. If this market develops slower or differently than we expect, our business, growth prospects and financial condition could be adversely affected.
  8. If we fail to innovate or make the right investment decisions in our platform and related offerings, we may fail to attract and retain advertisers and advertising agencies and our revenue and results of operations may decline.
  9. 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 lose existing clients or fail to attract new clients, and we may incur significant reputational harm and legal and financial liabilities.
  10. 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 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.reworded
  11. Third parties control our access to unique identifiers, and if the use of “third-party cookies” or other technology to uniquely identify devices or users is rejected by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by preference signals, technical changes on end users’ devices and web browsers, or our clients’ ability to use data, including on our platform or related offerings is otherwise restricted, our performance may decline, and we may lose advertisers and revenue.
  12. We may experience fluctuations in our results of operations, which could make our future results of operations difficult to predict or cause our results of operations to fall below analysts’ and investors’ expectations.
  13. Our future success depends on the continuing efforts of our key employees, including Jeff T. Green, and our ability to attract, hire, retain and motivate highly skilled employees in the future.
  14. Operational performance and internal control issues may adversely affect our business, financial condition and results of operations and subject us to liability.
  15. We may experience outages, disruptions and malfunctions on our platform and related offerings if we fail to maintain adequate security and supporting infrastructure and processes, which may harm our reputation and negatively impact our business, financial condition and results of operations.
  16. Our failure to meet standards and provide services that our advertisers and inventory suppliers trust, could harm our brand and reputation and those of our partners and negatively impact our business, financial condition and results of operations.
  17. Evolving industry standards regarding impression counts and related disputes and customer collections could impact our business and reputation.new
  18. Advertising technology industry self-regulation may lead to investigation by government or self-regulatory bodies, government or private litigation, and operational costs or harm to reputation or brand.
  19. Seasonal fluctuations in advertising activity could have a negative impact on our revenue, cash flow and results of operations.
  20. If we fail to offer sufficient client training and support, our business and reputation would suffer.
  21. Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and results of operations.
  22. If we do not effectively grow and train our sales and client service teams, we may be unable to add new clients or increase sales to our existing clients and our business will be adversely affected.
  23. As our costs increase, we may not be able to generate sufficient revenue to sustain profitability.
  24. We often have long sales cycles, which can result in significant time between initial contact with a prospect and execution of a client agreement, making it difficult to project when, if at all, we will obtain new clients and when we will generate revenue from those clients.
  25. We are subject to payment-related risks that may adversely affect our business, working capital, financial condition and results of operations, including from advertising agencies that do not pay us until they receive payment from their advertisers and from clients that dispute or do not pay their invoices.
  26. If the non-proprietary technology, software, products and services that we use are unavailable, have future terms we cannot agree to, or do not perform as we expect, our business, financial condition and results of operations could be harmed.
  27. Disruptions to service from our third-party data center hosting facilities and cloud computing and hosting providers could impair the delivery of our services and harm our business.
  28. We face potential liability and harm to our business based on the human factor of inputting information into our platform.
  29. We have international operations and plan to continue expanding abroad where we have more limited operating experience, which may subject us to additional cost and economic risks that can adversely affect our business, financial condition and results of operations.
  30. We have entered into, and may in the future enter into, credit facilities which may contain operating and financial covenants that restrict our business and financing activities.
  31. Our corporate culture has contributed to our success, and if we are unable to maintain it as we grow, our business, financial condition and results of operations could be harmed.
  32. Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and harming our business.
  33. We may be sued by third parties for alleged infringement of their proprietary rights, which would result in additional expense and potential damages.
  34. We face potential liability and harm to our business based on the nature of our business and the content on our platform.
  35. We are subject to anti-bribery, anti-corruption and similar laws and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.
  36. We are subject to governmental economic sanctions requirements and export and import controls that could impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws.

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Risks Related to Ownership of Our Class A Common Stock

6
  1. The market price of our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above your purchase price.
  2. Substantial future sales of shares of our common stock could cause the market price of our Class A common stock to decline.
  3. Insiders have substantial control over our company, including as a result of the dual class structure of our common stock, which could limit your ability to influence the outcome of key decisions, including a change of control.
  4. Our governing documents and Nevada law could discourage takeover attempts and other corporate governance changes.
  5. Our amended and restated articles of incorporation and amended and restated bylaws designate certain state or federal courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us.reworded
  6. We cannot guarantee that our share repurchase program will be fully consummated, that it will enhance long-term stockholder value, or that it will successfully mitigate the dilutive effect of employee equity awards. Share repurchases diminish our cash reserves and could also increase the volatility of the trading price of our Class A common stock.

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General Risk Factors

6
  1. If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations. If our internal control over financial reporting is not effective, it may adversely affect investor confidence in us and the price of our common stock.
  2. The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.
  3. Future acquisitions, strategic investments or alliances could disrupt our business and harm our business, financial condition and results of operations.
  4. Exposure to foreign currency exchange rate fluctuations could negatively impact our results of operations.
  5. We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs, which may in turn impair our growth.
  6. Our tax liabilities may be greater than anticipated.

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No longer in Item 1A

1

Headings in the FY2024 10-K with no match this year.

  1. 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.

Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.