Trade Desk, Inc.

Previous wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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, income taxes, including the impact of the OBBBA, capital expenditures including share repurchases, sales and marketing initiatives and competition. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “suggests,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements are not guarantees of future performance; they reflect our current views with respect to future events and are based on assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

Current wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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, income taxes, including the impact of the One Big Beautiful Bill Act (the “OBBBA”), capital expenditures including share repurchases, sales and marketing initiatives and competition. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “suggests,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements are not guarantees of future performance; they reflect our current views with respect to future events and are based on assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

Previous wording

The growing digitization of media and fragmentation of audiences has increased the complexity of advertising and thereby increased the need for automation in ad buying, which we provide on our platform. In order to grow, we will need to continue to develop our platform’s programmatic capabilities and expand our advertising inventory, value-added services and data to support our clients’ advertising campaigns. We believe that key opportunities include our ongoing global expansion, continuing development of our omnichannel ad inventory (including in channels such as CTV and other video, mobile, audio and others), adoption and utilization of retail data and continuing development and adoption of the data usage, measurement and targeting capabilities provided by our platform.

Current wording

We believe that our key opportunities include (i) our ongoing global expansion, (ii) continuing development of our omnichannel ad inventory (including in channels such as CTV and other video, mobile, audio and others), (iii) continuing development, optimization and adoption of the data usage, measurement and targeting capabilities provided by our 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) the continuing development and incorporation of AI in our platform and related offerings.

Previous wording

We believe that growth of the programmatic advertising market is important for our ability to grow our business. Adoption of programmatic advertising by advertisers allows us to acquire new clients and grow revenue from existing clients. 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 our business relationships with these clients to gain a larger portion of their advertising spend through our platform. We also believe that the industry trends noted above will lead to advertisers adopting programmatic advertising through platforms such as ours.

Current wording

We believe that growth of the programmatic advertising market is important for our ability to grow our business. Adoption of programmatic advertising by advertisers allows us to acquire new clients and grow revenue from existing clients. 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 our business relationships with these clients to gain a larger portion of their advertising spend through our platform. We also believe that the industry trends noted above will lead to advertisers adopting programmatic advertising through platforms such as ours. Accordingly, we see a significant market opportunity across advertisers and agencies with which we do not yet do business.

Previous wording

Similarly, the adoption of programmatic advertising by inventory owners and content providers allows us to expand the volume and type of advertising inventory we present to our clients. For example, we have expanded our CTV, audio and other advertising offerings through our integrations with supply-side partners and publishers. Even if the programmatic advertising market continues to grow, the future of our business will depend on our ability to position ourselves within the market.

Current wording

Similarly, the adoption of programmatic advertising by inventory owners and content providers allows us to expand the volume and type of advertising inventory we present to our clients. For example, we have expanded our CTV, audio and other advertising offerings through our integrations with supply-side partners and publishers.

Previous wording

We invest for long-term growth. We anticipate that our operating expenses will continue to increase in the foreseeable future as we invest in platform operations for our hosting capabilities as well as technology and development to enhance our platform and related offerings, such as programmatic buying of CTV advertising inventory. We also anticipate that our sales and marketing expenses will continue to increase to acquire new clients and reinforce our relationships with existing clients. In addition, we expect to continue making investments in our infrastructure, including our information technology, financial and administrative systems and controls to support our growing operations.

Current wording

We invest for long-term growth. We anticipate that our operating expenses will continue to increase in the foreseeable future as we invest in platform operations for our hosting capabilities as well as technology and development to enhance our platform and related offerings, including our continued focus on the development and incorporation of AI. We also anticipate that our sales and marketing expenses will continue to increase to acquire new clients and reinforce our relationships with existing clients. In addition, we expect to continue making investments in our infrastructure, including our information technology, financial and administrative systems and controls to support our growing operations.

Previous wording

We believe the markets outside of the United States, and in particular across Europe and Asia in markets such as the U.K, Germany, France, China, Japan, India and Australia, offer opportunities for growth. However, such markets may also pose challenges relating to compliance with local laws and regulations, restrictions on foreign ownership or investment, uncertainty relating to trade relations and a variety of additional risks. We intend to make additional investments in sales and marketing and product development to expand in international markets where we are making significant investments in our platform and growing our team.

Current wording

We believe the markets outside of the United States, and in particular across Europe and Asia in markets such as the U.K, Germany, France, China, Japan, India and Australia, offer opportunities for growth. We intend to make additional investments in sales and marketing and product development to expand in international markets where we are making significant investments in our platform and growing our team.

Previous wording

Results of Operations for the Three and Six Months Ended June 30, 2025 Compared with the Three and Six Months Ended June 30, 2024

Current wording

Results of Operations for the Three and Nine Months Ended September 30, 2025 Compared with the Three and Nine Months Ended September 30, 2024

Previous wording

Revenue increased by $109 million, or 19%, and $234 million, or 22%, for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, respectively. The increase was primarily due to higher gross spend in the current year on our platform, which was primarily driven by higher spend per campaign, new clients and more campaigns executed by existing clients. The increase in revenue was also due to changes in the mix of value-added services and data utilized by clients for their campaigns, which fluctuates from period to period.

Current wording

Revenue increased by $111 million, or 18%, and $346 million, or 20%, for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, respectively. The increase was primarily due to higher gross spend in the current year on our platform, which was primarily driven by higher spend per advertising campaign and new clients. The increase in revenue was also due to changes in the mix of value-added services and data utilized by clients for their campaigns, which fluctuates from period to period.

Previous wording

Platform operations expense increased by $80 million, or 37%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily due to increases of $63 million in hosting costs and $14 million in personnel costs, which included a $5 million increase in stock-based compensation. The increase in hosting costs was primarily attributable to support costs relating to the increased use of our platform by our clients, increased use of features by our technical teams in support of our platform and investment in new data centers to support the continued growth of our platform. The increase in personnel costs was primarily due to headcount growth as well as the increase in stock-based compensation driven by new equity awards and the impact of stock price volatility on our ESPP.

Current wording

Platform operations expense increased by $39 million, or 32%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was primarily due to increases of $36 million in hosting costs and $3 million in personnel costs. The increase in hosting costs was primarily attributable to support costs relating to the increased use of our platform by our clients, increased use of features by our technical teams in support of our platform and investment in new data centers to support the continued growth of our platform. The increase in personnel costs was primarily due to headcount growth.

Previous wording

Platform operations expense increased by $41 million, or 37%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase was primarily due to increases of $33 million in hosting costs and $6 million in personnel costs, which included a $2 million increase in stock-based compensation. The increase in hosting costs was primarily attributable to support costs relating to the increased use of our platform by our clients, increased use of features by our technical teams in support of our platform and investment in new data centers to support the continued growth of our platform. The increase in personnel costs was primarily due to headcount growth as well as the increase in stock-based compensation driven by new equity awards and the impact of stock price volatility on our ESPP.

Current wording

Platform operations expense increased by $119 million, or 35%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily due to increases of $99 million in hosting costs and $16 million in personnel costs, which included a $6 million increase in stock-based compensation. The increase in hosting costs was primarily attributable to support costs relating to the increased use of our platform by our clients, increased use of features by our technical teams in support of our platform and investment in new data centers to support the continued growth of our platform. The increase in personnel costs was primarily due to headcount growth as well as the increase in stock-based compensation driven by new equity awards and the impact of stock price volatility on our ESPP.

Previous wording

We expect platform operations expenses to increase in absolute dollars in future periods as we continue to experience increased volumes of media impressions through our platform, invest in our hosting capabilities, including supporting new technical features and functionality of our platform and related offerings, and hire additional personnel to support our growth.

Current wording

We expect platform operations expenses to increase in absolute dollars in future periods as we continue to experience increased volumes of media impressions through our platform, invest in our hosting capabilities, including to support new technical features and functionality of our platform and related offerings, such as AI, and hire additional personnel to support our growth.

Previous wording

Sales and marketing expense increased by $27 million, or 20%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase was primarily due to increases of $20 million in personnel costs, which included a $5 million increase in stock-based compensation, $5 million in marketing costs and $2 million in allocated facilities costs. The increase in personnel costs was primarily due to headcount growth to support our sales efforts and to continue to develop and maintain relationships with our clients and an increase in incentive compensation driven by gross spend growth. The increase in stock-based compensation was primarily driven by new equity awards and the impact of stock price volatility on our ESPP. The increase in marketing costs was primarily due to an increase in marketing campaigns, events, creatives, sponsorships and client engagement. The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth as well as office support expenses.

Current wording

Sales and marketing expense increased by $17 million, or 12%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was primarily due to increases of $13 million in personnel costs, which included a $3 million increase in stock-based compensation and $3 million in marketing costs. The increase in personnel costs was primarily due to headcount growth to support our sales efforts and to continue to develop and maintain relationships with our clients as well as an increase in travel costs. The increase in stock-based compensation was primarily driven by new equity awards. The increase in marketing costs was primarily due to an increase in marketing events, creatives, client engagement and sponsorships.

Previous wording

Sales and marketing expense increased by $58 million, or 23%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily due to increases of $45 million in personnel costs, which included a $14 million increase in stock-based compensation, $8 million in marketing costs and $5 million in allocated facilities costs. The increase in personnel costs was primarily due to headcount growth to support our sales efforts and to continue to develop and maintain relationships with our clients and an increase in incentive compensation driven by gross spend growth. The increase in stock-based compensation was primarily driven by new equity awards and the impact of stock price volatility on our ESPP. The increase in marketing costs was primarily due to an increase in marketing campaigns, events, creatives, sponsorships and client engagement. The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth as well as office support expenses.

Current wording

Sales and marketing expense increased by $75 million, or 19%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily due to increases of $58 million in personnel costs, which included a $17 million increase in stock-based compensation, $11 million in marketing costs and $6 million in allocated facilities costs. The increase in personnel costs was primarily due to headcount growth to support our sales efforts and to continue to develop and maintain relationships with our clients, an increase in incentive compensation driven by gross spend growth and an increase in travel costs. The increase in stock-based compensation was primarily driven by new equity awards and the impact of stock price volatility on our ESPP. The increase in marketing costs was primarily due to an increase in marketing creatives, campaigns, events, client engagement and sponsorships. The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth as well as office support expenses.

Previous wording

Technology and development expense increased by $24 million, or 22%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase was primarily due to increases of $21 million in personnel costs, which included a $10 million increase in stock-based compensation, and $3 million in allocated facilities costs. The increase in stock-based compensation was primarily driven by new equity awards and the impact of stock price volatility on our ESPP. The increase in other personnel costs was primarily attributable to headcount growth to maintain and support further development of our platform and related offerings. The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth as well as office support expenses.

Current wording

Technology and development expense increased by $10 million, or 9%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was due to an increase of $10 million in personnel costs, which included a $3 million increase in stock-based compensation. The increase in personnel costs was primarily attributable to headcount growth to maintain and support further development of our platform and related offerings as well as the increase in stock-based compensation, primarily driven by new equity awards.

Previous wording

Technology and development expense increased by $49 million, or 22%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily due to increases of $42 million in personnel costs, which included a $23 million increase in stock-based compensation, and $6 million in allocated facilities costs. The increase in stock-based compensation was primarily driven by new equity awards and the impact of stock price volatility on our ESPP. The increase in other personnel costs was primarily attributable to headcount growth to maintain and support further development of our platform and related offerings. The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth as well as office support expenses.

Current wording

Technology and development expense increased by $59 million, or 18%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily due to increases of $51 million in personnel costs, which included a $27 million increase in stock-based compensation, and $6 million in allocated facilities costs. The increase in stock-based compensation was primarily driven by new equity awards and the impact of stock price volatility on our ESPP. The increase in other personnel costs was primarily attributable to headcount growth to maintain and support further development of our platform and related offerings. The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth as well as office support expenses.

Previous wording

We expect technology and development expense to increase in absolute dollars as we continue to hire additional personnel, invest in the development of our platform and related offerings to support additional features and functionality, increase the number of advertising inventory and data suppliers and support the anticipated increase in volume of advertising spending by our clients on our platform.

Current wording

We expect technology and development expense to increase in absolute dollars as we continue to hire additional personnel, invest in the development of our platform and related offerings to support additional features and functionality, including AI, increase the number of advertising inventory and data suppliers and support the anticipated increase in volume of advertising spending by our clients on our platform.

Previous wording

General and administrative expense decreased by $0.5 million, or 0.2%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to a $23 million decrease in stock-based compensation, partially offset by increases of $13 million in administrative costs, $6 million in personnel costs and $2 million in allocated facilities costs. The decrease in stock-based compensation was primarily due to a $28 million decrease relating to the CEO Performance Option driven by the graded-vesting attribution method, under which more expense is recognized earlier in the option’s life, partially offset by a $5 million increase primarily driven by new equity awards and the impact of stock price volatility on our ESPP. The increase in administrative costs was primarily driven by increases in external professional fees, including legal expenses for various litigation, regulatory and governance matters. The increase in personnel costs was primarily attributable to increased headcount to support our growth, partially offset by a decrease in cash incentive award expenses. The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth as well as office support expenses.

Current wording

General and administrative expense decreased by $8 million, or 5%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily due to a $14 million decrease in stock-based compensation, partially offset by increases of $4 million in administrative costs and $3 million in personnel costs. The decrease in stock-based compensation was primarily due to a $16 million decrease relating to the CEO Performance Option driven by the graded-vesting attribution method, under which more expense is recognized earlier in the option’s life, partially offset by a $2 million increase primarily driven by an acceleration of stock-based compensation in connection with an executive transition. The increase in administrative costs was primarily driven by increases in external professional fees, including legal expenses for various litigation, regulatory and governance matters. The increase in personnel costs was primarily attributable to increased headcount to support our growth, partially offset by a decrease in cash incentive award expenses.

Previous wording

General and administrative expense decreased by $5 million, or 3%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily due to a $15 million decrease in stock-based compensation, partially offset by increases of $6 million in administrative costs, $2 million in personnel costs and $1 million in allocated facilities costs. The decrease in stock-based compensation was primarily due to a $17 million decrease relating to the CEO Performance Option driven by the graded-vesting attribution method, under which more expense is recognized earlier in the option’s life, partially offset by a $2 million increase primarily driven by new equity awards and the impact of stock price volatility on our ESPP. The increase in administrative costs was primarily driven by increases in external professional fees, including legal expenses for various litigation, regulatory and governance matters. The increase in personnel costs was primarily attributable to increased headcount to support our growth, partially offset by a decrease in cash incentive award expenses. The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth as well as office support expenses.

Current wording

General and administrative expense decreased by $8 million, or 2%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to a $36 million decrease in stock-based compensation, partially offset by increases of $17 million in administrative costs, $8 million in personnel costs and $2 million in allocated facilities costs. The decrease in stock-based compensation was primarily due to a $45 million decrease relating to the CEO Performance Option driven by the graded-vesting attribution method, under which more expense is recognized earlier in the option’s life, partially offset by a $9 million increase primarily driven by an acceleration of stock-based compensation in connection with an executive transition, new equity awards and the impact of stock price volatility on our ESPP. The increase in administrative costs was primarily driven by increases in external professional fees, including legal expenses for various litigation, regulatory and governance matters. The increase in personnel costs was primarily attributable to increased headcount to support our growth, partially offset by a decrease in cash incentive award expenses. The increase in allocated facilities costs was primarily driven by new leases for additional office space to support our future growth as well as office support expenses.

Previous wording

Total other income, net, decreased by $1 million for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease was primarily due to losses on foreign currency forwards driven by changes in foreign currency exchange rates against the U.S. Dollar, partially offset by foreign currency transaction gains.

Current wording

Total other income, net, decreased by $0.4 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily due to lower interest income on our cash and cash equivalents and short-term investments driven by falling portfolio interest rates and lower amounts invested as well as foreign currency transaction losses driven by changes in foreign currency exchange rates against the U.S. Dollar, offset by gains on foreign currency forwards.

Previous wording

Total other income, net, increased by $3 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily due to higher interest income on our cash and cash equivalents and short-term investments driven by higher amounts invested as well as foreign currency transaction gains driven by changes in foreign currency exchange rates against the U.S. Dollar, partially offset by losses on foreign currency forwards and falling portfolio interest rates.

Current wording

Total other income, net, increased by $2 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily due to foreign currency transaction gains driven by changes in foreign currency exchange rates against the U.S. Dollar as well as higher interest income on our cash and cash equivalents and short-term investments driven by higher amounts invested, partially offset by losses on foreign currency forwards and falling portfolio interest rates.

Previous wording

The U.S. federal statutory tax rate was 21% for the three and six months ended June 30, 2025 and 2024.

Current wording

The U.S. federal statutory tax rate was 21% for the three and nine months ended September 30, 2025 and 2024.

Previous wording

The provision for income taxes increased by $26 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily due to higher pre-tax profitability and lower tax benefits associated with employee stock-based awards, partially offset by a lower impact attributable to nondeductible stock-based compensation.

Current wording

The provision for income taxes increased by $31 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was primarily due to tax detriments associated with employee stock-based awards, compared to tax benefits associated with stock-based awards in the three months ended September 30, 2024, as well as higher pre-tax profitability in the three months ended September 30, 2025.

Previous wording

The provision for income taxes increased by $16 million for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase was primarily due to lower tax benefits associated with employee stock-based awards and higher pre-tax profitability, partially offset by a lower impact attributable to nondeductible stock-based compensation.

Current wording

The provision for income taxes increased by $57 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily due to lower tax benefits associated with employee stock-based awards and higher pre-tax profitability.

Previous wording

On July 4, 2025, the United States enacted the OBBBA, which changes or makes permanent certain tax laws for corporations. Currently, the Company does not expect the provisions of the OBBBA to have a material impact on its effective tax rate or total provision for income taxes. However, depending on the Company’s elections under the OBBBA, it could experience an increase in income taxes receivable and a reduction in deferred tax assets relating to domestic research and development expenses. Refer to Note 9 - Income Taxes for further information regarding the impact of the OBBBA in future periods.

Current wording

On July 4, 2025, the United States enacted the OBBBA, which changes or makes permanent certain tax laws for corporations. Currently, we do not expect the provisions of the OBBBA to have a material impact on our effective tax rate or total provision for income taxes. However, the OBBBA allows for the accelerated deduction of any remaining unamortized domestic research and development costs over a one-year or two-year period beginning after December 31, 2024, at our election. As a result, during the three months ended September 30, 2025, we recognized $118 million relating to domestic research and development costs as income taxes receivable, presented in prepaid expenses and other current assets, with a corresponding reduction in deferred tax assets. We will continue to evaluate the impact of the OBBBA on our income taxes through the end of the year.

Previous wording

As of June 30, 2025, we had working capital of $2,105 million, which included $896 million in cash and cash equivalents, $120 million of which was held by our international subsidiaries, and $791 million in short-term investments in marketable securities. Additionally, we had $443 million available under our Amended Credit Facility (refer to the “Credit Facility” section below). For the six months ended June 30, 2025, we generated $456 million in cash flows from operating activities.

Current wording

As of September 30, 2025, we had working capital of $2.1 billion, which included $653 million in cash and cash equivalents, $73 million of which was held by our international subsidiaries, and $792 million in short-term investments in marketable securities. Additionally, we had $443 million available under our Amended Credit Facility (refer to “— Credit Facility” below). For the nine months ended September 30, 2025, we generated $681 million in cash flows from operating activities.

Previous wording

On December 17, 2021, we amended the Credit Facility to expand the process for issuing letters of credit and the related invoicing, particularly with respect to letters of credit not denominated in U.S. Dollars. On February 9, 2023, we further amended the Credit Facility (as amended, the “Amended Credit Facility”) to transition from a variable interest rate based on the London Interbank Offered Rate to a variable interest rate based on the secured overnight financing rate (“SOFR”).

Current wording

On December 17, 2021, we amended the Credit Facility to expand the process for issuing letters of credit and the related invoicing, particularly with respect to letters of credit not denominated in U.S. Dollars. On February 9, 2023, we further amended the Credit Facility (as amended, the “Amended Credit Facility”) to transition from a variable interest rate based on the London Interbank Offered Rate (“LIBOR”) to a variable interest rate based on the Secured Overnight Financing Rate (“SOFR”).

Previous wording

As of December 31, 2024, $464 million remained available and authorized for repurchases. At the end of January 2025, an additional $564 million was authorized under this program, bringing the total amount available for future repurchases to $1 billion. During the three months ended June 30, 2025, we repurchased and subsequently retired 3.7 million shares of our Class A common stock for an aggregate repurchase amount of $257 million. During the six months ended June 30, 2025, we repurchased and subsequently retired 10 million shares of our Class A common stock for an aggregate repurchase amount of $657 million. The repurchase amounts included in the condensed consolidated statements of stockholders’ equity include immaterial amounts relating to the 1% excise tax on share repurchases, net of share issuances, as a result of the Inflation Reduction Act of 2022 (“IRA”). As of June 30, 2025, $375 million remained available and authorized for repurchases.

Current wording

As of December 31, 2024, $464 million remained available and authorized for repurchases. At the end of January 2025, an additional $564 million was authorized under this program, bringing the total amount available for future repurchases to $1 billion. During the three months ended September 30, 2025, we repurchased and subsequently retired 6 million shares of our Class A common stock for an aggregate repurchase amount of $318 million. During the nine months ended September 30, 2025, we repurchased and subsequently retired 16 million shares of our Class A common stock for an aggregate repurchase amount of $975 million. The aggregate repurchase amounts for the three and nine months ended September 30, 2025, included $2 million and $6 million, respectively, relating to the 1% excise tax on share repurchases, net of share issuances, from the Inflation Reduction Act of 2022 (“IRA”). As of September 30, 2025, $60 million remained available and authorized for repurchases. In October 2025, we used the remaining $60 million authorized for repurchases and an additional $500 million was authorized under this program.

Previous wording

For the six months ended June 30, 2025, cash provided by operating activities of $456 million resulted primarily from net income adjusted for noncash items of $470 million and a net decrease from our operating assets and liabilities of $14 million. The net decrease from our operating assets and liabilities was due to a $32 million decrease in operating lease liabilities, a $24 million decrease in accrued expenses and other liabilities, a $20 million decrease in accounts payable and an $18 million increase in prepaid expenses and other assets, partially offset by an $80 million decrease in accounts receivable. The decrease in operating lease liabilities was due primarily to rent payments. The decrease in accrued expenses and other liabilities was primarily due to tax payments against the prior year income tax liability and a reduction of the liability relating to the ESPP due to the purchase of shares in accordance with the plan, partially offset by the timing of payment for certain personnel costs. The decrease in accounts payable was due to the timing and seasonality of payments to suppliers for Supplier Components. The increase in prepaid expenses and other assets was primarily due to estimated tax payments, partially offset by the current tax provision and the timing of payment for employee engagement costs, including for travel and in-person events that occurred in the first quarter of 2025. The decrease in accounts receivable was due to the timing and seasonality of cash receipts from clients.

Current wording

For the nine months ended September 30, 2025, cash provided by operating activities of $681 million resulted primarily from net income adjusted for noncash items of $876 million and a net decrease from our operating assets and liabilities of $195 million. The net decrease from our operating assets and liabilities was due to a $149 million increase in accounts receivable, a $92 million increase in prepaid expenses and other assets, a $48 million decrease in operating lease liabilities and a $27 million decrease in accrued expenses and other liabilities, partially offset by a $120 million increase in accounts payable. The increase in accounts receivable was due to the timing of cash receipts from clients. The increase in prepaid expenses and other assets was primarily due to the recognition of income taxes receivable for domestic research and development expenses pursuant to the OBBBA and estimated tax payments, partially offset by the tax provision and the timing of payment for employee engagement costs, including for travel and in-person events that occurred in the first quarter of 2025. The decrease in operating lease liabilities was due primarily to rent payments. The decrease in accrued expenses and other liabilities was primarily due to tax payments against the prior year income tax liability. The increase in accounts payable was due to the timing of payments for Supplier Components.

Previous wording

For the six months ended June 30, 2024, cash provided by operating activities of $267 million resulted primarily from net income adjusted for noncash items of $419 million, and a net decrease from our operating assets and liabilities of $152 million. The net decrease from our operating assets and liabilities was primarily due to a $52 million increase in prepaid expenses and other assets, a $49 million increase in accounts receivable, a $27 million decrease in operating lease liabilities, a $13 million decrease in accounts payable and a $10 million decrease in accrued expenses and other liabilities. The increase in prepaid expenses and other assets was primarily due to cash paid for income taxes. The increase in accounts receivable was due to the timing and seasonality of cash receipts from clients and the growth of our business. The decrease in operating lease liabilities was due primarily to rent payments. The decrease in accounts payable was due to the timing and seasonality of payments to suppliers for Supplier Components. The decrease in accrued expenses and other liabilities was primarily due to incentive compensation payments and a reduction of the liability relating to the ESPP due to the purchase of shares in accordance with the plan.

Current wording

For the nine months ended September 30, 2024, cash provided by operating activities of $540 million resulted primarily from net income adjusted for noncash items of $670 million, and a net decrease from our operating assets and liabilities of $130 million. The net decrease from our operating assets and liabilities was due to a $126 million increase in accounts receivable, a $68 million increase in prepaid expenses and other assets and a $32 million decrease in operating lease liabilities, partially offset by an $87 million increase in accounts payable and a $9 million increase in accrued expenses and other liabilities. The increase in accounts receivable was due to the growth of our business and the timing of cash receipts from clients. The increase in prepaid expenses and other assets was primarily due to cash paid for income taxes. The decrease in operating lease liabilities was due primarily to rent payments. The increase in accounts payable was due to the growth of our business and the timing of payments for Supplier Components. The increase in accrued expenses and other liabilities was primarily due to an increase in the liability related to the ESPP for employee contributions toward the upcoming purchase of shares.

Previous wording

For the six months ended June 30, 2025, we used $346 million of cash in investing activities, consisting of $232 million of net purchases of short-term investments, $104 million to purchase property and equipment, $6 million of investments in capitalized software and $4 million for the acquisition of certain assets accounted for as a business combination.

Current wording

For the nine months ended September 30, 2025, we used $413 million of cash in investing activities, consisting of $229 million of net purchases of short-term investments, $171 million to purchase property and equipment, $9 million of investments in capitalized software and $4 million for the acquisition of certain assets accounted for as a business combination.

Previous wording

For the six months ended June 30, 2024, we used $37 million of cash in investing activities, consisting of $29 million to purchase property and equipment, $4 million of investments in capitalized software and $3 million of net purchases of short-term investments.

Current wording

For the nine months ended September 30, 2024, we used $96 million of cash in investing activities, consisting of $78 million to purchase property and equipment, $12 million of net purchases of short-term investments and $7 million of investments in capitalized software.

Previous wording

For the six months ended June 30, 2025, we used $583 million of cash in financing activities, consisting of $647 million of cash paid for repurchases of our Class A common stock and $57 million of taxes paid for restricted stock award settlements, partially offset by $74 million of proceeds from short-term borrowings, $32 million of proceeds from our ESPP and $14 million of proceeds from stock option exercises. Refer to Note 6 - Debt for further information regarding short-term borrowings.

Current wording

For the nine months ended September 30, 2025, we used $985 million of cash in financing activities, consisting of $958 million of cash paid for repurchases of our Class A common stock and $80 million of taxes paid for restricted stock award settlements, partially offset by $32 million of proceeds from our ESPP and $20 million of proceeds from stock option exercises.

Previous wording

For the six months ended June 30, 2024, we used $115 million of cash in financing activities, consisting of $125 million of cash paid for repurchases of Class A common stock and $58 million of taxes paid for restricted stock award settlements, partially offset by $38 million of proceeds from stock option exercises and $30 million of proceeds from our ESPP.

Current wording

For the nine months ended September 30, 2024, we used $117 million of cash in financing activities, consisting of $177 million of cash paid for repurchases of Class A common stock and $98 million of taxes paid for restricted stock award settlements, partially offset by $128 million of proceeds from stock option exercises and $30 million of proceeds from our ESPP.

Previous wording

Refer to Note 8— Stock-Based Compensationfor information regarding the amendment and restatement of our 2016 Plan. We do not currently expect that the new or modified provisions under the amended and restated 2016 Plan will have a material impact on our financial statements in the near term.

Current wording

Refer to Note 8—Stock-Based Compensationfor information regarding the amendment and restatement of our 2016 Incentive Award Plan. We do not currently expect that the new or modified provisions under the amended and restated 2016 Incentive Award Plan will have a material impact on our financial statements in the near term.

Previous wording

Refer to Note 9 - Income Taxes for information regarding the impact of the OBBBA on income taxes in future periods.

Current wording

Refer to Note 9—Income Taxes for information regarding the impact of the OBBBA on income taxes.