Trade Desk, Inc.

DEF 14A 1 a2026specialmeetingdefinit.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.___)

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

The Trade Desk, Inc.

42 N. Chestnut Street

Ventura, California 93001

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held October 19, 2026

To our stockholders:

You are cordially invited to attend a special meeting of stockholders (as it may be adjourned, continued or postponed from time to time, the “Special Meeting”) of The Trade Desk, Inc. (the “Company,” “we” or “our”) to be held virtually on October 19, 2026, at 1:00 pm Pacific Time. You can attend the Special Meeting via the Internet, vote your shares electronically and submit your questions during the Special Meeting by visitingwww.virtualshareholdermeeting.com/TTD2026SM (there is no physical location for the Special Meeting). You will need to have your 16-Digit Control Number included on your proxy card to join the Special Meeting.

We are holding the Special Meeting for the following purposes:

1. To approve the repricing of certain outstanding stock options that have been granted under the Company’s 2025 Incentive Award Plan (the “2025 Plan”);

2. To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal One; and

3. To transact such other business as may properly come before the Special Meeting.

If you owned our Class A common stock or Class B common stock at the close of business on September 14, 2026, you may attend and vote at the Special Meeting. A list of stockholders eligible to vote at the Special Meeting will be available for review during our regular business hours at our headquarters in Ventura, California for a period of ten days ending on the day prior to the Special Meeting for any purpose related to the Special Meeting. On or about September 18, 2026, we expect to mail to our stockholders the proxy materials, including this notice, and our statement for the Special Meeting (the “Proxy Statement”). This notice and the Proxy Statement can be accessed directly at the following Internet address: www.proxyvote.com. All you have to do is enter the control number located on your proxy card.

Your vote is important. Whether or not you plan to attend the Special Meeting, I hope that you will vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. You may also submit your proxy card or voting instruction card for the Special Meeting by completing, signing, dating and returning your proxy card or voting instruction card in the envelope provided. Any stockholder of record attending the Special Meeting may vote during the Special Meeting, even if you have already returned a proxy card or voting instruction card.

Thank you for your ongoing support of The Trade Desk.

Sincerely,

Jeff T. Green

Chairman and Chief Executive Officer

Ventura, California

September 18, 2026

YOUR VOTE IS IMPORTANTALL STOCKHOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE SPECIAL MEETING. PLEASE NOTE THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE SPECIAL MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

SPECIAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

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