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Trade Desk, Inc.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

TTD$12.93+0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001671933-26-000054

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001671933-26-000086

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 96 previous paragraphs and 106 current paragraphs.

65 unchanged; 29 reworded; 7 added; 2 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

Revenue increased by $21 million, or 3%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily due to an increase in gross spend on our platform, which was primarily driven by more overall advertising campaigns executed by new clients, partially offset by a decrease in gross spend from existing clients. The increase in revenue was also driven by a higher proportion of revenue earned from client spend due to increased pricing associated with value-added services, as well as the continued evolution of certain value-added services and data offerings, including changes to the use of supplier-provided components within those offerings, which resulted in the recognition of certain costs in platform operations rather than as reductions to revenue. These increases were partially offset by volume and other discounts in connection with joint business plans and other strategic partnerships in an effort to drive future growth.

Current report

Platform operations expense increased by $72 million, or 25%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was primarily due to increases of $31 million in hosting costs, $26 million in costs from supplier-provided components of value-added services and data and $7 million in personnel costs. The increase in hosting costs was primarily attributable to support costs relating to the increased use of our platform to query ad opportunities and purchase ad impressions while leveraging the AI and machine learning capabilities of our platform; investment in new data centers to support the continued growth of our platform; and increased use of features by our technical teams in support of our platform. The increase in hosting costs was partially offset by a gain on the sale of computing and networking equipment in connection with a normal-course decommissioning of certain data center assets as well as a change in the estimated useful lives of certain other data center computing and networking equipment. Refer to Note 2 - Basis of Presentation and Summary of Significant Accounting Policiesfor additional information. The increase in costs from supplier provided-components of value-added services and data was primarily attributable to the continued evolution of certain value-added services and data offerings, including changes to the use of supplier-provided components within those offerings, which resulted in the recognition of certain costs in platform operations rather than as reductions to revenue. The increase in personnel costs was primarily due to headcount growth.

Current report

We expect sales and marketing expense will fluctuate in future periods, including as a percentage of revenue, as we expect to make disciplined investments in hiring, retaining and incentivizing top talent while balancing other needs across our business to optimize for our strategic priorities.

Current report

Technology and development expense increased by $17 million, or 6%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was due to increases of $14 million in personnel costs and $3 million in third-party costs. 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 salary increases in connection with regular merit and promotion cycles. The increase in third-party costs was primarily attributable to increased use of AI software tools to support our development efforts.

Current report

Excluding the prior impact of the CEO Performance Option, we expect general and administrative expense will fluctuate period to period, including as a percentage of revenue, as we make disciplined investments in corporate infrastructure. We expect general and administrative expenses will also fluctuate based upon various litigation, regulatory and governance matters. We expect to invest in hiring and retaining top talent while optimizing for our business and strategic priorities.

Current report

The realization of our deferred tax assets is dependent primarily on the generation of future taxable income. In considering the need for a valuation allowance, we consider our historical, as well as future, projected taxable income along with other objectively verifiable evidence, both positive and negative. Objectively verifiable evidence includes our realization of tax attributes, assessment of tax credits and utilization of net operating loss carryforwards during the year. This assessment requires significant judgment. In June 2026, the State of California enacted Senate Bill 122 that, among other changes, extended annual limitations on research and development credits, which may limit or delay the realizability of deferred tax assets related to research and development credits in California. Based on current estimates and our evaluation of positive and negative, objectively verifiable evidence to date, as of June 30, 2026, no valuation allowance has been recorded against deferred tax assets relating to California research and development credits. Actual results may differ from our estimates, and we will continue to evaluate the realizability of these deferred tax assets in future periods. Deferred tax assets related to California research and development credits, for tax return purposes, were approximately $37 million at June 30, 2026.

Current report

In addition to the critical accounting estimates described above, we also periodically evaluate other estimates including the estimated useful lives of our long-lived assets. As a result of an analysis we completed in the second quarter of 2026, we changed the estimated useful lives of certain of our data center computing and networking equipment to better reflect the estimated periods during which these assets will remain in service, as we expect longer refresh cycles for these assets. The estimated useful lives of certain computing and networking equipment that previously were 3 years were increased to 4 years. This change is accounted for prospectively effective April 1, 2026. For the full fiscal year 2026, beginning from April 1, 2026, we expect the change in useful lives to reduce depreciation expense in platform operations by approximately $14 million based on affected computing and networking equipment placed into service as of March 31, 2026. Refer to Note 2 - Basis of Presentation and Summary of Significant Accounting Policies - Use of Estimates - Change in Accounting Estimate for further information regarding this change.
Removed paragraphs (2)

Previous report

We expect sales and marketing expenses to increase in absolute dollars in future periods, as we focus on hiring, retaining and incentivizing top talent to drive increased adoption of our platform and related offerings with existing and new clients and to drive the expansion of our international business.

Previous report

Excluding the impact of the CEO Performance Option, the stock-based compensation for which was fully recognized by the end of the first quarter of 2026, we expect general and administrative expenses to increase primarily due to continued investment in corporate infrastructure, continued investment in hiring and retaining top talent to support growth, and various litigation, regulatory and governance matters, for which expenses may fluctuate from period to period.
Reworded paragraphs (29)

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, 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.

Current wording

We remain focused on operating efficiently while investing in significant opportunities to contribute toward long-term growth. We anticipate that our platform operations and technology and development operating expenses will continue to increase 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 aim for balanced investments in sales and marketing activities in order to acquire new clients and reinforce our relationships with existing clients. In addition, we expect to continue making disciplined 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. 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 balanced investments in our platform and our team to capitalize on the opportunity in international markets.

Previous wording

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

Current wording

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

Previous wording

Results of Operations for the Three Months Ended March 31, 2026 Compared with the Three Months Ended March 31, 2025

Current wording

Results of Operations for the Three and Six Months Ended June 30, 2026 Compared with the Three and Six Months Ended June 30, 2025

Previous wording

Revenue increased by $73 million, or 12%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily due to an increase in gross spend on our platform, which was primarily driven by more overall advertising campaigns executed by new and existing clients and increased application of and changes in the mix of revenue-generating value-added services. The increase in revenue was also driven by a higher proportion of revenue earned from client spend due to increased pricing associated with value-added services, higher utilization of our value-added services and higher platform fees. Enhancements to our platform and the value-added services available to clients, including from Kokai and other features, and increased pricing associated with value-added services, enabled both our clients and us to capture increased value and drove higher utilization of our value-added services.

Current wording

Revenue increased by $94 million, or 7%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was primarily due to an increase in gross spend on our platform, which was primarily driven by more overall advertising campaigns executed by new and existing clients and increased application of and changes in the mix of revenue-generating value-added services. The increase in revenue was also driven by a higher proportion of revenue earned from client spend due to increased pricing associated with value-added services; the continued evolution of certain value-added services and data offerings, including changes to the use of supplier-provided components within those offerings, which resulted in the recognition of certain costs in platform operations rather than as reductions to revenue; and higher utilization of our value-added services. These increases were partially offset by volume and other discounts in connection with joint business plans and other strategic partnerships in an effort to drive future growth.

Previous wording

Revenue earned from our clients’ gross spend on our platform may fluctuate from period to period based on the types of services rendered and the extent to which our platform’s value-added services and data are utilized by clients; our client and channel mix; changes in our platform or related offerings; pricing; volume discounts; and the amount of certain costs of supplier-provided components of value-added services and data recorded as reductions to revenue versus as expenses in platform operations. We expect that our revenue earned from our clients’ gross spend will fluctuate in the future pursuant to these factors, especially as we introduce new and enhanced platform features and related offerings that 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.

Current wording

Revenue earned from our clients’ gross spend on our platform may fluctuate from period to period based on the types of services rendered and the extent to which our platform’s value-added services and data are utilized by clients; our client and channel mix; changes in our platform or related offerings; pricing; volume and other discounts; and the amount of certain costs of supplier-provided components of value-added services and data recorded as reductions to revenue versus as expenses in platform operations. We expect that our revenue earned from our clients’ gross spend will fluctuate in the future pursuant to these factors, especially as our platform evolves and we introduce new and enhanced platform features and related offerings that may be adopted by our clients, expand our omnichannel capabilities, continue to enter into joint business plans and other strategic partnerships, extend our reach to more CTV and other inventory and add additional clients whose businesses may have different underlying business models.

Previous wording

Platform operations expense increased by $39 million, or 27%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily due to increases of $23 million in hosting costs, $11 million in data-related costs and $4 million in personnel costs. The increase in hosting costs was primarily attributable to investment in new data centers to support the continued growth of our platform; support costs relating to the increased use of our platform to query ad opportunities and purchase ad impressions while leveraging the AI and machine learning capabilities of our platform; and increased use of features by our technical teams in support of our platform. The increase in data-related costs was primarily attributable to investments in supplier-provided components of value-added services and data to inform and improve our platform and related offerings. The increase in personnel costs was primarily due to headcount growth.

Current wording

Platform operations expense increased by $33 million, or 22%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily due to increases of $18 million in costs from supplier-provided components of value-added services and data, $8 million in hosting costs and $3 million in personnel costs. The increase in costs from supplier provided-components of value-added services and data was primarily attributable to the continued evolution of certain value-added services and data offerings, including changes to the use of supplier-provided components within those offerings, which resulted in the recognition of certain costs in platform operations rather than as reductions to revenue. The increase in hosting costs was primarily attributable to support costs relating to the increased use of our platform to query ad opportunities and purchase ad impressions while leveraging the AI and machine learning capabilities of our platform; investment in new data centers to support the continued growth of our platform; and increased use of features by our technical teams in support of our platform. The increase in hosting costs was partially offset by a gain on the sale of computing and networking equipment in connection with a normal-course decommissioning of certain data center assets as well as a change in the estimated useful lives of certain other data center computing and networking equipment. Refer to Note 2 - Basis of Presentation and Summary of Significant Accounting Policiesfor additional information. The increase in personnel costs was primarily due to headcount growth.

Previous wording

We expect platform operations expense to increase in absolute dollars in future periods as we continue to experience an increased volume of queries per second (“QPS”) and media impressions purchased through our platform; invest in our hosting capabilities, including to support new technical features and functionality of our platform and related offerings and our growing AI and machine learning capabilities, subject to rising prices for data center components; and invest in hiring and retaining top talent to support our clients. Platform operations expense as a percentage of revenue may fluctuate period to period based on revenue levels and the timing of these investments in our hosting capabilities, as we continue to strategically invest in efficient 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.

Current wording

We expect platform operations expense will fluctuate period to period, including as a percentage of revenue. We expect to experience an increased volume of queries per second (“QPS”) and media impressions purchased through our platform and invest in our hosting capabilities, including to support new technical features and functionality of our platform and related offerings and our growing AI and machine learning capabilities, subject to rising prices for data center components. We expect to invest in hiring and retaining top talent to support our clients while balancing platform support needs with other strategic priorities. 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.

Previous wording

Sales and marketing expense increased by $19 million, or 13%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily due to increases of $18 million in personnel costs and $1 million in marketing costs. The increase in personnel costs was primarily due to an increase in headcount to support our sales efforts and to continue to develop and maintain relationships with our clients and an increase in incentive compensation driven by changes in incentive targets, commissionable headcount growth and gross spend growth. The increase in marketing costs was primarily due to an increase in marketing campaigns, creatives and client engagement.

Current wording

Sales and marketing expense increased by $33 million, or 10%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was primarily due to increases of $29 million in personnel costs and $4 million in marketing costs. The increase in personnel costs was primarily due to an increase in incentive compensation driven by changes in incentive plan targets and structure, commissionable headcount growth and gross spend growth; salary increases in connection with regular merit and promotion cycles; and an increase in headcount to support our sales efforts and to continue to develop and maintain relationships with our clients. The increase in marketing costs was primarily due to an increase from marketing events.

Previous wording

Technology and development expense increased by $10 million, or 8%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was due to an increase of $9 million in personnel costs primarily attributable to headcount growth to maintain and support further development of our platform and related offerings.

Current wording

Technology and development expense increased by $6 million, or 5%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was due to increases of $4 million in personnel costs and $2 million in third-party costs. 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 salary increases in connection with regular merit and promotion cycles. The increase in third-party costs was primarily attributable to increased use of AI software tools to support our development efforts.

Previous wording

We expect technology and development expense to increase in absolute dollars as we continue to focus on hiring and retaining top talent, invest in the development of our platform and related offerings to support additional platform features and functionality including AI and machine learning, increase the number of advertising inventory and data suppliers and support the anticipated increase in volume of QPS on our platform.

Current wording

We expect technology and development expense will fluctuate in future periods, including as a percentage of revenue, as we optimize our investments in the development of our platform and related offerings to support additional platform features and functionality, including AI and machine learning, the anticipated increase in advertising inventory and data suppliers and the anticipated increase in volume of QPS on our platform. We expect to invest in hiring and retaining top talent as well as utilizing other development tools, such as AI, to optimize for our business and focus development on offerings that support efficient and scalable growth.

Previous wording

General and administrative expense decreased by $8 million, or 6%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to a $16 million decrease in stock-based compensation, partially offset by an increase of $8 million in personnel costs. The decrease in stock-based compensation was primarily due to a $19 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 $3 million increase primarily driven by an acceleration of stock-based compensation in connection with an executive transition. The increase in personnel costs was primarily attributable to increased headcount to support our growth, an increase in severance benefit costs and salary increases in connection with regular merit and promotion cycles, as we continue to invest in attracting and retaining top talent.

Current wording

General and administrative expense decreased by $25 million, or 10%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily due to a $36 million decrease in stock-based compensation, partially offset by an increase of $11 million in personnel costs. The decrease in stock-based compensation was primarily due to a $38 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. The increase in personnel costs was primarily attributable to increased headcount to support our growth as well as salary increases in connection with regular merit and promotion cycles.

Previous wording

Total other income, net, decreased by $9 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease was primarily due to lower interest income on our cash and cash equivalents and short-term investments primarily driven by lower amounts invested as well as foreign currency transaction losses driven by changes in foreign currency exchange rates against the U.S. Dollar, partially offset by gains on foreign currency forwards.

Current wording

Total other income, net, decreased by $5 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease was primarily due to lower interest income on our cash and cash equivalents and short-term investments primarily driven by lower amounts invested and falling portfolio interest rates as well as foreign currency transaction losses driven by changes in foreign currency exchange rates against the U.S. Dollar, partially offset by gains on foreign currency forwards.

Previous wording

The U.S. federal statutory tax rate was 21% for the three months ended March 31, 2026 and 2025.

Current wording

The U.S. federal statutory tax rate was 21% for the three and six months ended June 30, 2026 and 2025.

Previous wording

The provision for income taxes increased by $14 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily due to tax detriments associated with employee stock-based awards, compared to tax benefits associated with employee stock-based awards in the three months ended March 31, 2025.

Current wording

The provision for income taxes increased by $6 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily due to tax detriments associated with employee stock-based awards, compared to tax benefits associated with employee stock-based awards in the three months ended June 30, 2025, partially offset by lower pre-tax profitability.

Previous wording

As of March 31, 2026, we had working capital of $2.0 billion, which included $878 million in cash and cash equivalents, $128 million of which was held by our international subsidiaries, and $528 million in short-term investments in marketable securities. Additionally, as of March 31, 2026, we had $445 million available under our Amended Credit Facility (refer to “— Credit Facility” below). For the three months ended March 31, 2026, we generated $392 million in cash flows from operating activities.

Current wording

As of June 30, 2026, we had working capital of $2.0 billion, which included $1.1 billion in cash and cash equivalents, $92 million of which was held by our international subsidiaries, and $362 million in short-term investments in marketable securities. Additionally, as of June 30, 2026, we had $745 million available under our Revolving Facility (refer to “— Credit Facility” below). For the six months ended June 30, 2026, we generated $545 million in cash flows from operating activities.

Previous wording

On June 15, 2021, we and a syndicate of banks, led by JPMorgan Chase Bank, N.A., as agent, entered into a Loan and Security Agreement(the “Credit Facility”). The Credit Facility consists of a $450 million revolving loan facility, with a $20 million sublimit for swingline borrowings and a $15 million sublimit for the issuance of letters of credit. Under certain circumstances, we have the right to increase the Credit Facility by an amount not to exceed $300 million.

Current wording

On June 15, 2021, we and a syndicate of banks, led by JPMorgan Chase Bank, N.A., as agent, entered into a Loan and Security Agreement(the “Credit Facility”). The Credit Facility consisted of a $450 million revolving loan facility, with a $20 million sublimit for swingline borrowings and a $15 million sublimit for the issuance of letters of credit. Under certain circumstances, we had the right to increase the Credit Facility by an amount not to exceed $300 million.

Previous wording

Outstanding letters of credit under the Amended Credit Facility continue in full and unchanged subsequent to the execution of the Restated Loan and Security Agreement. No outstanding debt balance existed under the Amended Credit Facility at the time of the execution of the Restated Loan and Security Agreement. We paid immaterial accrued interest and fees upon execution of the Restated Loan and Security Agreement. The Revolving Facility has a scheduled maturity of April 14, 2031, at which time all outstanding amounts become due and payable, subject to certain extension mechanics set forth in the Restated Loan and Security Agreement.

Current wording

Outstanding letters of credit under the Amended Credit Facility continued in full and unchanged subsequent to the execution of the Restated Loan and Security Agreement. No outstanding debt balance existed under the Amended Credit Facility at the time of the execution of the Restated Loan and Security Agreement. We paid immaterial accrued interest and fees upon execution of the Restated Loan and Security Agreement. The Revolving Facility has a scheduled maturity of April 14, 2031, at which time all outstanding amounts become due and payable, subject to certain extension mechanics set forth in the Restated Loan and Security Agreement.

Previous wording

As of March 31, 2026, we did not have an outstanding debt balance under the Amended Credit Facility. Availability under the Amended Credit Facility was $445 million as of March 31, 2026, which is net of outstanding letters of credit of $5 million. The Amended Credit Facility matures, and all outstanding amounts become due and payable, on June 15, 2026. As of March 31, 2026, we were in compliance with all covenants.

Current wording

As of June 30, 2026, we did not have an outstanding debt balance under the Revolving Facility. Availability under the Revolving Facility was $745 million as of June 30, 2026, which is net of outstanding letters of credit of $5 million. As of June 30, 2026, we were in compliance with all covenants.

Previous wording

As of December 31, 2025, $150 million remained available and authorized for repurchases. In February 2026, an additional $350 million was authorized under this program, bringing the total amount available for future repurchases to $500 million. During the three months ended March 31, 2026, we repurchased and subsequently retired 7 million shares of our Class A common stock for an aggregate repurchase amount of $174 million. The aggregate repurchase amount for the three months ended March 31, 2026, included $1 million relating to the 1% excise tax on share repurchases, net of share issuances, from the Inflation Reduction Act of 2022 (“IRA”). As of March 31, 2026, $327 million remained available and authorized for repurchases.

Current wording

As of December 31, 2025, $150 million remained available and authorized for repurchases. In February 2026, an additional $350 million was authorized under this program, bringing the total amount available for future repurchases to $500 million. During the three months ended June 30, 2026, we repurchased and subsequently retired 3 million shares of our Class A common stock for an aggregate repurchase amount of $59 million. During the six months ended June 30, 2026, we repurchased and subsequently retired 10 million shares of our Class A common stock for an aggregate repurchase amount of $233 million. The aggregate repurchase amounts for the three and six months ended June 30, 2026, included immaterial amounts relating to the 1% excise tax on share repurchases, net of share issuances, from the Inflation Reduction Act of 2022 (“IRA”). As of June 30, 2026, $269 million remained available and authorized for repurchases.

Previous wording

For the three months ended March 31, 2026, cash provided by operating activities of $392 million resulted primarily from net income adjusted for noncash items of $209 million and a net increase from our operating assets and liabilities of $182 million. The net increase from our operating assets and liabilities was primarily due to a $429 million decrease in accounts receivable and a $59 million decrease in prepaid expenses and other assets, partially offset by a $279 million decrease in accounts payable and a $17 million decrease in operating lease liabilities. The decrease in accounts receivable was due to the timing and seasonality of cash receipts from clients. The decrease in prepaid expenses and other assets was primarily due to a reduction in income taxes receivable driven by the receipt of a tax refund and the current tax provision net of tax payments, partially offset by prepayments to certain cloud-based hosting and data-related service providers. The decrease in accounts payable was due to the timing and seasonality of payments for Supplier Components. The decrease in operating lease liabilities was due primarily to rent payments.

Current wording

For the six months ended June 30, 2026, cash provided by operating activities of $545 million resulted primarily from net income adjusted for noncash items of $418 million and a net increase from our operating assets and liabilities of $127 million. The net increase from our operating assets and liabilities was due to a $548 million decrease in accounts receivable and a $60 million decrease in prepaid expenses and other assets, partially offset by a $428 million decrease in accounts payable, a $36 million decrease in operating lease liabilities and a $17 million decrease in accrued expenses and other liabilities. The decrease in accounts receivable was due to the timing and seasonality of cash receipts from clients. The decrease in prepaid expenses and other assets was primarily due to a reduction in income taxes receivable driven by the current tax provision, net of tax payments, and the receipt of a tax refund. The decrease in accounts payable was due to the timing and seasonality of payments for Supplier Components. The decrease in operating lease liabilities was primarily due to rent payments. The decrease in accrued expenses and other liabilities was primarily due to the timing and seasonality of payments for certain personnel costs and a reduction of the liability relating to the ESPP due to the purchase of shares in accordance with the plan.

Previous wording

For the three months ended March 31, 2025, cash provided by operating activities of $291 million resulted primarily from net income adjusted for noncash items of $208 million and a net increase from our operating assets and liabilities of $83 million. The net increase from our operating assets and liabilities was due to a $282 million decrease in accounts receivable, a $29 million increase in accrued expenses and other liabilities and a $20 million decrease in prepaid expenses and other assets, partially offset by a $235 million decrease in accounts payable and a $14 million decrease in operating lease liabilities. The decrease in accounts receivable was due to the timing and seasonality of cash receipts from clients. The increase in accrued expenses and other liabilities was primarily due to an increase in income tax liability driven by the current income tax provision, net of tax payments, and an increase in liability relating to ESPP employee contributions toward the upcoming purchase of shares, partially offset by a decrease in incentive compensation liabilities driven by timing and the seasonality of our business. The decrease in prepaid expenses and other assets was primarily due to 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 payable was due to the timing and seasonality of payments to suppliers for Supplier Components. The decrease in operating lease liabilities was due primarily to rent payments.

Current 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.

Previous wording

Our primary investing activities consist of investing in short-term marketable securities, capital expenditures for property and equipment for the expansion of facilities to support our hosting capabilities and growing headcount as well as capital expenditures to develop our software in support of enhancing our platform and related offerings. As our business grows, our capital expenditures and other investment activity may increase. Capital expenditures to support our hosting capabilities are also subject to rising prices for data center components, the timing, extent and duration of which cannot be predicted. From time to time, we may engage in sales of long-lived assets based upon business needs and market factors.

Current wording

Our primary investing activities consist of investing in short-term marketable securities, capital expenditures for property and equipment for the expansion of facilities to support our hosting capabilities as well as capital expenditures to develop our software in support of enhancing our platform and related offerings. Our capital expenditures and other investment activity may fluctuate based on liquidity needs and investment priorities, such as for hosting capabilities, platform development and repurchases of our Class A common stock in financing activities. Capital expenditures to support our hosting capabilities are also subject to rising prices for data center components, the timing, extent and duration of which cannot be predicted. From time to time, we may engage in sales of certain long-lived assets based upon business needs and market factors.

Previous wording

For the three months ended March 31, 2026, cash provided by investing activities of $0.5 million primarily resulted from $116 million of net maturities of short-term investments, partially offset by $113 million to purchase property and equipment and $3 million of investments in capitalized software.

Current wording

For the six months ended June 30, 2026, cash provided by investing activities of $165 million primarily resulted from $283 million of net maturities and sales of short-term investments and $16 million of proceeds from the sale of property and equipment, partially offset by $126 million to purchase property and equipment and $7 million of investments in capitalized software.

Previous wording

For the three months ended March 31, 2025, we used $133 million of cash in investing activities, consisting of $66 million of net purchases of short-term investments, $59 million to purchase property and equipment, $4 million for the acquisition of certain assets accounted for as a business combination and $3 million of investments in capitalized software.

Current 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.

Previous wording

For the three months ended March 31, 2026, we used $172 million of cash in financing activities, consisting of $164 million of cash paid for repurchases of our Class A common stock and $11 million of taxes paid for restricted stock settlements, partially offset by $2 million of proceeds from stock option exercises.

Current wording

For the six months ended June 30, 2026, we used $246 million of cash in financing activities, consisting of $241 million of cash paid for repurchases of our Class A common stock and $21 million of taxes paid for restricted stock settlements, partially offset by $12 million of proceeds from our ESPP and $5 million of proceeds from stock option exercises.

Previous wording

For the three months ended March 31, 2025, we used $410 million of cash in financing activities, consisting of $386 million of cash paid for repurchases of Class A common stock and $31 million of taxes paid for restricted stock settlements, partially offset by $8 million of proceeds from stock option exercises.

Current 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 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.

Previous wording

The following table presents a reconciliation of net income, the most comparable GAAP measure, to Adjusted EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

The following table presents a reconciliation of net income, the most comparable GAAP measure, to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

We believe that the assumptions and estimates associated with the evaluation of revenue recognition criteria, including the determination of revenue recognition as net versus gross in our revenue arrangements such as whether supplier-provided components of value-added services and data should be recognized as reductions to revenue or expenses recorded in platform operations; stock-based compensation expense; and income taxes, including the realizability of deferred tax assets, have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. Refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, for a complete discussion of our critical accounting estimates. There have been no material changes to our critical accounting policies or estimates since our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

We believe that the assumptions and estimates associated with the evaluation of revenue recognition criteria, including the determination of revenue recognition as net versus gross in our revenue arrangements such as whether supplier-provided components of value-added services and data should be recognized as reductions to revenue or expenses recorded in platform operations; stock-based compensation expense; and income taxes, including the realizability of deferred tax assets, have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. Refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, for a complete discussion of our critical accounting estimates. There have been no material changes to these critical accounting policies or estimates since our Annual Report on Form 10-K for the year ended December 31, 2025.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Enhancements to our platform and the value-added services available to clients, including from Kokai and other features, and increased pricing associated with value-added services, enabled both our clients and us to capture increased value and drove higher utilization of our value-added services.

Current report — wording carried from elsewhere

Sales and marketing expense increased by $13 million, or 8%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily due to increases of $11 million in personnel costs and $3 million in marketing costs. The increase in personnel costs was primarily due to an increase in incentive compensation driven by changes in incentive plan structure, salary increases in connection with regular merit and promotion cycles and an increase in headcount to support our sales efforts and to continue to develop and maintain relationships with our clients. The increase in marketing costs was primarily due to an increase from marketing events.

Current report — wording carried from elsewhere

General and administrative expense decreased by $17 million, or 13%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily due to a $20 million decrease in stock-based compensation, partially offset by an increase of $3 million in personnel costs. The decrease in stock-based compensation was primarily due to a $19 million decrease relating to the CEO Performance Option, which was fully recognized by the end of the first quarter of 2026. The increase in personnel costs was primarily attributable to salary increases in connection with regular merit and promotion cycles as well as increased headcount to support our growth.

Current report — wording carried from elsewhere

Total other income, net, decreased by $14 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease was primarily due to lower interest income on our cash and cash equivalents and short-term investments primarily driven by lower amounts invested and falling portfolio interest rates as well as foreign currency transaction losses driven by changes in foreign currency exchange rates against the U.S. Dollar, partially offset by gains on foreign currency forwards.

Current report — wording carried from elsewhere

The provision for income taxes increased by $19 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was primarily due to tax detriments associated with employee stock-based awards, compared to tax benefits associated with employee stock-based awards in the six months ended June 30, 2025, partially offset by lower pre-tax profitability.