Trade Desk, Inc.

Note 1—Nature of Operations

The Trade Desk, Inc. (the “Company”) is a global leader in advertising technology. The Company’s platform empowers ad buyers to create, manage and optimize digital advertising campaigns across ad formats, channels and devices. The platform’s depth, artificial intelligence (“AI”) capabilities and rich ecosystem of inventory, publisher and data partner integrations enable superior reach and decisioning for clients. In addition to the primary capabilities provided by its self-service platform, the Company’s enterprise application programming interfaces (“APIs”) equip its clients with the ability to customize and expand platform functionality.

The Company was originally incorporated in November 2009 and is a Nevada corporation. The Company is headquartered in Ventura, California with offices in various cities in North America, Europe, Asia and Australia.

Note 2—Basis of Presentation and Summary of Significant Accounting Policies

The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2025 was derived from audited financial statements but does not include all disclosures required by GAAP. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2025.

There have been no material changes to the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025, and these unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the Company’s audited annual consolidated financial statements for the year ended December 31, 2025, and include, in the opinion of management, all adjustments, consisting of normal recurring items, necessary for the fair statement of the condensed consolidated financial statements.

The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results expected for the full year ending December 31, 2026.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates.

Management regularly evaluates its estimates, primarily those relating to: (1) income taxes, including the realizability of deferred tax assets and the recognition of valuation allowances and the evaluation of uncertain tax positions, (2) assumptions used in the option pricing models to determine the fair value of stock-based compensation, (3) operating lease assets and liabilities, including the Company’s incremental borrowing rate and terms and provisions of each lease, (4) allowances for credit losses, (5) the recognition and disclosure of contingent liabilities, (6) the useful lives of long-lived assets and (7) the fair values and recoverable amounts of long-lived assets and any potential impairments. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

As of September 30, 2026, the impacts to the Company’s business due to geopolitical developments and macroeconomic factors such as changes in interest rates, foreign currency exchange rates, trade policies and practices, inflation, supply chain disruptions and economic growth continue to evolve. As a result, many of the Company’s estimates and assumptions, including the allowance for credit losses, consider macroeconomic factors in the market, which require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods.

Change in Accounting Estimate

During the second quarter of 2026, in connection with its periodic reviews of the estimated useful lives of property and equipment, effective April 1, 2026, the Company changed its estimate of useful lives of certain data center computing and networking equipment from 3 years to 4 years to better reflect the estimated periods during which these assets will remain in service, as the Company expects longer refresh cycles for these assets. Based on the carrying value of impacted computing and networking equipment placed into service as of March 31, 2026, the effect of this prospective change in estimate was to reduce depreciation expense in platform operations by $5 million and $9 million, increase net income by $4 million and $7 million, increase basic earnings per share by $0.01 and $0.01 and increase diluted earnings per share by $0.01 and $0.01 for the three and nine months ended September 30, 2026, respectively.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard amends ASC 326-20 to provide an optional practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) Topic 606. The guidance is effective on a prospective basis for annual periods, including interim reporting periods therein, beginning after December 15, 2025, with early adoption permitted. The Company adopted ASU 2025-05 in the first quarter of 2026 with no material impact to the condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of specific expense categories included in the expense captions presented on the statements of operations. The new guidance does not change the expense captions on the statements of operations. In January 2025, the FASB issued ASU No. 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) which clarified the effective date of ASU No. 2024-03. The guidance will be effective on a prospective basis, with an option to apply it retrospectively, for annual periods beginning with the Company’s Annual Report on Form 10-K for the year ending December 31, 2027, and for interim periods beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2028. Early adoption is permitted. The Company expects ASU 2024-03 to result in additional disclosures in the notes to financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The guidance clarifies and modernizes the accounting for costs related to internal-use software, including removing references to software development project stages and clarifying certain requirements for recognition and disclosure of capitalized software development costs and capitalized implementation costs for cloud computing arrangements. The guidance will be effective for annual periods, including interim reporting periods therein, beginning after December 15, 2027, with early adoption permitted. The guidance may be applied using a prospective, retrospective or modified transition approach. The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

Note 3—Earnings Per Share

The Company hastwo classes of common stock, Class A and Class B. Basic and diluted earnings per share attributable to common stockholders for Class A and Class B common stock were the same because they were entitled to the same liquidation and dividend rights.

Basic earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding adjusted for the potentially dilutive impact of stock options, restricted stock and the Employee Stock Purchase Plan (“ESPP”), using the two-class method required for participating securities. Restricted stock awards are considered to be participating securities due to their non-forfeitable dividend rights.

The computation of basic and diluted earnings per share is as follows (in thousands, except per share amounts):

Note 4—Cash, Cash Equivalents and Short-Term Investments, Net

Cash, cash equivalents and short-term investments in marketable securities were as follows (in thousands):

The Company’s gross unrealized gains and losses from its short-term investments, recorded at fair value, for the three and nine months ended September 30, 2026 and 2025, were immaterial. Gains and losses realized on sales of short-term investments were immaterial for the three and nine months ended September 30, 2026.

The contractual maturities of the Company’s short-term investments are as follows (in thousands):

Note 5—Leases

The components of lease expense recorded in the condensed consolidated statements of operations were as follows (in thousands):

Note 6—Debt

Credit Facility

On June 15, 2021, the Company 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, the Company had the right to increase the Credit Facility by an amount not to exceed $300 million. The Credit Facility was collateralized by substantially all of the Company’s assets, including a pledge of certain of its accounts receivable, deposit accounts, intellectual property, investment property and equipment.

On December 17, 2021, the Company 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, the Company further amended its 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”).

On April 14, 2026, the Company entered into an amended and restated loan and security agreement, among the Company, as borrower, and a syndicate of banks, led by JPMorgan Chase Bank, N.A., as agent and arranger (the “Restated Loan and Security Agreement”), which amends and restates the terms of the Company’s Amended Credit Facility (as so amended and restated, the “Revolving Facility”). Pursuant to the terms of the Restated Loan and Security Agreement, the Revolving Facility consists of a $750 million revolving loan facility, with a $100 million sublimit for the issuance of letters of credit and a $75 million sublimit for swingline borrowings. Under certain circumstances, including receipt of additional lender commitments, the Company has the right to increase the Revolving Facility by an additional amount not to exceed $750 million. The Restated Loan and Security Agreement is collateralized by substantially all of the Company’s assets, subject to customary exceptions and subject to a collateral release mechanism upon the Company achieving certain investment grade ratings.

Loans under the Revolving Facility bear interest through maturity at a variable rate based upon, at the Company’s option, an annual rate of either a Base Rate or a term SOFR rate (defined as SOFR for a specified term, subject to a 0% floor), plus an applicable margin (“Base Rate Borrowings” and “SOFR Rate Borrowings”, respectively). The Base Rate is defined as a rate per annum for any day equal to the greatest of (1) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States, (2) the NYFRB Rate in effect on such day plus half of 1%, and (3) the term SOFR rate for a one-month interest period on such day plus 1%. The applicable margin ranges from 0.125% to

0.500% for Base Rate Borrowings and ranges from 1.125% to 1.500% for SOFR Rate Borrowings, depending on the Company’s total net leverage ratio. The fee for undrawn amounts under the Revolving Facility ranges from 0.125% to 0.200% depending on the Company’s total net leverage ratio. The Company is also required to pay customary letter of credit fees, as necessary.

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. The Company 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.

As of September 30, 2026, the Company didnot have an outstanding debt balance under the Revolving Facility. Availability under the Revolving Facility was $745 million as of September 30, 2026, which is net of outstanding letters of credit of $5 million.

The Restated Loan and Security Agreement contains customary conditions to borrowings, events of default and covenants, including covenants that restrict the Company’s ability to sell all or substantially all of its assets, engage in fundamental changes, incur, create or permit to exist liens, engage in sale and leaseback transactions or permit its subsidiaries to assume or incur additional indebtedness and guarantees. The Restated Loan and Security Agreement also requires the Company to maintain compliance with a maximum ratio of consolidated funded debt, net of certain unrestricted cash and cash equivalents up to $250 million, to consolidated EBITDA of 3.50 to 1.00, subject to a temporary increase of such ratio in connection with certain material transactions. As of September 30, 2026, the Company was in compliance with all covenants.

Note 7—Capitalization

The Class A and Class B common stock have the same rights and preferences, including rights to dividends, except the Class B common stock is entitled toten votes per share and the Class A common stock is entitled toone vote per share. Each share of Class B common stock is convertible intoone share of Class A common stock at any time at the option of the holder. In addition, each share of Class B common stock will convert automatically intoone share of Class A common stock upon any transfer, except for certain transfers described in the Company’s amended and restated articles of incorporation, including, without limitation, certain transfers for tax and estate planning purposes. The Company’s amended and restated articles of incorporation provide that all Class B common stock will convert automatically into Class A common stock on December 22, 2035, unless converted prior to such date pursuant to the Company’s amended and restated articles of incorporation.

The Company’s board of directors has the discretion to issue shares of preferred stock and determine the rights, preferences, privileges and restrictions, including voting rights, and the designation, preferences, relative rights, participating rights, optional rights or other special rights of any such series of preferred stock.

Share Repurchase Program

In February 2023, the Company’s board of directors approved a share repurchase program to repurchase its Class A common stock. The share repurchase program, which has no expiration date, is designed to help offset the impact of future share dilution from employee stock issuances. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases are structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock, and may be modified, suspended or terminated at any time at the discretion of the Company’s board of directors.

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 September 30, 2026, the Company didnot repurchase shares of its Class A common stock. During the nine months ended September 30, 2026, the Company repurchased and subsequently retired 10 million shares of its Class A common stock for an aggregate repurchase amount of $233 million. The aggregate repurchase amounts included in the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 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 September 30, 2026, $269 million remained available and authorized for repurchases.

Note 8—Stock-Based Compensation

Stock-Based Compensation Expense

Stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows (in thousands):

Stock Options, Excluding the CEO Performance Options

The following summarizes stock option activity:

Stock-based compensation expense relating to stock options was $17 million and $20 million for the three months ended September 30, 2026 and 2025, respectively. Stock-based compensation expense relating to stock options was $52 million for each of the nine months ended September 30, 2026 and 2025. As of September 30, 2026, the Company had unrecognized stock-based compensation relating to stock options of approximately $157 million, which is expected to be recognized over a weighted-average period of 3.3 years.

CEO Performance Options

In October 2021, the Company granted a market-based performance award to the Company’s Chief Executive Officer (“CEO”), Jeff Green (the “2021 CEO Performance Option”) under the 2016 Incentive Award Plan. The 2021 CEO Performance Option has an exercise price of $68.29 per share. As of December 31, 2025, the 2021 CEO Performance Option had 17.8 million options outstanding. No options under the 2021 CEO Performance Option were granted, exercised, forfeited or expired during the three and nine months ended September 30, 2026. As of September 30, 2026, the 2021 CEO Performance Option had 17.8 million options outstanding and 3.4 million exercisable options.

There wasno stock-based compensation expense relating to the 2021 CEO Performance Option during the three months ended September 30, 2026, as stock-based compensation expense relating to the 2021 CEO Performance Option had been fully recognized as of March 31, 2026. Stock-based compensation expense of $14 million for the 2021 CEO Performance Option was recorded as a component of general and administrative expense during the three months ended September 30, 2025. Stock-based compensation expense of $5 million and $57 million for the 2021 CEO Performance

Option was recorded as a component of general and administrative expense during the nine months ended September 30, 2026 and 2025, respectively.

In September 2026, the Company granted a market-based performance award to the Company’s Chief Executive Officer, Mr. Green (the “2026 CEO Performance Option”) under the 2025 Incentive Award Plan. If specified target goals for the per share price of the Company’s Class A common stock (ranging from $18.00 to $105.00 per share, as set forth in the table below) and certain other vesting conditions are satisfied, Mr. Green may purchase up to an aggregate of 7 million shares of the Company’s Class A common stock. Shares subject to the 2026 CEO Performance Option become exercisable and vested (the “Eligible Option Shares”) inseven tranches over aten-year term to the extent that the average closing price per share of the Company’s Class A common stock on the Nasdaq Global Market, measured over any 20-consecutive-trading-day period, equals or exceeds the applicable per-share stock price following certification by the Company’s board of directors, as set forth in the following table, subject to adjustment for dividends, stock splits, combinations, reorganizations, reclassifications or similar events (the “Stock Price Achievements”):

The Stock Price Achievements were established to bridge from the Company’s current stock price to the remaining targets set forth in the 2021 CEO Performance Option. The Eligible Option Shares vest at each Vesting Tranche subject to Mr. Green’s continued service as the Company’s CEO as of the applicable vesting date or Mr. Green’s providing any other service to the Company that the Company’s board of directors at that time determines (in its sole discretion) to be sufficient if Mr. Green no longer serves as the Company’s CEO.

As of September 30, 2026, the 2026 CEO Performance Option had 7 million options outstanding andno exercisable options.

The 2026 CEO Performance Option has an exercise price of $14.97, the closing price per share of the Company’s Class A common stock on September 14, 2026, and a grant-date fair value of approximately $73 million, which was estimated using the Monte Carlo valuation model and is expected to be recognized on a graded-vesting basis over a total period of approximately five years but may be accelerated if vesting criteria are met prior to the estimated performance period. Stock-based compensation expense for the 2026 CEO Performance Option of $2 million was recorded as a component of general and administrative expense during the three months ended September 30, 2026. As of September 30, 2026, the Company had unrecognized stock-based compensation relating to the 2026 CEO Performance Option of approximately $71 million, which is expected to be recognized over a weighted-average period of 2.8 years.

Restricted Stock

The following summarizes restricted stock activity:

Stock-based compensation expense relating to restricted stock was $74 million and $84 million for the three months ended September 30, 2026 and 2025, respectively. Stock-based compensation expense relating to restricted stock was $241 million and $236 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $863 million, which is expected to be recognized over a weighted-average period of 3.5 years.

Employee Stock Purchase Plan (“ESPP”)

Stock-based compensation expense relating to the ESPP was $2 million and $3 million for the three months ended September 30, 2026 and 2025, respectively. Stock-based compensation expense relating to the ESPP was $13 million and $33 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, the Company had unrecognized stock-based compensation relating to ESPP awards of approximately $10 million, which is expected to be recognized over a weighted-average period of 1.1 years.

Note 9—Income Taxes

In determining the interim provision for income taxes for each of the three and nine months ended September 30, 2026 and 2025, the Company utilized the annual estimated effective tax rate applied to the actual year-to-date income and added the tax effects of any discrete items in the reporting period in which they occur.

For the three months ended September 30, 2026 and 2025, the provision for income taxes included benefits (detriments) associated with stock-based awards of $(13) million and $(2) million, respectively. For the nine months ended September 30, 2026 and 2025, the provision for income taxes included benefits (detriments) associated with stock-based awards of $(31) million and $12 million, respectively.

For the nine months ended September 30, 2026 and 2025, the Company’s effective tax rate differed from the United States federal statutory tax rate of 21% primarily due to the impact of stock-based awards, including non-deductible stock-based compensation and tax benefits (detriments) associated with employee exercises of stock options and vesting of restricted stock, as well as state and foreign taxes, partially offset by research and development tax credits.

There were no material changes to the Company’s unrecognized tax benefits during the nine months ended September 30, 2026.

Note 10—Segment and Geographic Information

The Company’s chief operating decision maker is its CEO, who manages the Company and reviews financial information on a consolidated basis. The Company hasone primary business activity, its advertising technology platform, as described in Note 1 – Nature of Operations. Accordingly, the Company operates inone operating segment on a consolidated basis: advertising technology platform. There are no differences in segmentation, the nature of significant expenses or the basis of measurement of segment profit and loss, which is consolidated net income, as compared to the disclosures in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The CEO is not regularly provided significant expense information at a greater level of disaggregation than those expenses reported on the condensed consolidated statements of operations.

As the Company only hasone operating segment, revenue, expenses and net income are disclosed in the condensed consolidated statements of operations, and depreciation and amortization expense is disclosed in the condensed consolidated statements of cash flows. Significant non-cash items and expenditures for long-lived assets are disclosed in the condensed consolidated statements of cash flows and in Note 8 – Stock-Based Compensation. Segment assets are reported on the condensed consolidated balance sheets as total assets. The Company does not have intra-entity sales or transfers. The following includes interest expense and interest income (in thousands):

Generally, the Company reports revenue net of amounts it pays suppliers for the cost of advertising inventory, supplier-provided components of value-added services and data (collectively, “Supplier Components”). The Company generally bills clients for their spend on advertising inventory they purchase through the platform and platform fees, value-added services and data, net of allowances (“Gross Billings”). The Company’s accounts receivable are recorded at the amount of Gross Billings for the amounts it is responsible to collect, and accounts payable are recorded at the net amount payable to suppliers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis.

Revenue by principal geographic area, based on the address of the clients or client affiliates, set forth as a percentage of total revenue, was as follows:

Percentages presented by principal geographic area for the three and nine months ended September 30, 2025 have been recast to reflect current-year presentation based on revenue. Supplier Components included as a reduction to revenue but not directly recorded to a geographic area were attributed based on the Gross Billings in the geographic area.

Note 11—Commitments and Contingencies

Guarantees, Indemnification and Other

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to clients, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. In the ordinary course of business, demands have been made upon the Company to provide indemnification under such agreements, but there are no claims of which the Company is aware that could have a material effect on the Company’s condensed consolidated balance sheets, statements of operations or statements of cash flows. Accordingly, no material amounts have been recorded at September 30, 2026 and 2025.

The Company is under audit by various taxing authorities regarding the applicability of certain taxes not based on income to the Company’s operations, including sales and use taxes. These audits are at various stages ranging from court appeal to documentation requests. The Company establishes accruals for contingencies, including uncertainties related to taxes not based on income, when the Company believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Based on the information available, the Company continues to evaluate and assess the transactions within these jurisdictions against relevant tax law, and it believes that tax liabilities recorded with regard to these taxes are adequate and reasonable. The Company is also under audit by various domestic and foreign tax authorities for other tax matters. The Company believes that the amount of losses or any estimable range of possible losses with respect to these matters will not, either individually or in the aggregate, have a material adverse effect on its business and condensed consolidated financial statements. Due to the inherent complexity and uncertainty of these matters and judicial process in certain jurisdictions, the final outcome may be materially different from the Company’s expectations.

Litigation

From time to time, the Company is subject to various legal proceedings, litigation and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings, litigation and claims cannot be predicted with certainty, management does not believe it is probable that any of these proceedings or other claims will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

Litigation Related to Reincorporation

On October 4, 2024, a stockholder filed a class action complaint in the Court of Chancery in the State of Delaware alleging claims for breach of contract against the Company and breach of fiduciary duties against the Company’s then-directors, in connection with the Company’s reincorporation from Delaware to Nevada. Gunderson v. The Trade Desk, Inc., No. 2024-1029 (Del. Ch.) (the “Delaware Action”). On October 24, 2024, the plaintiff filed an amended complaint. The complaint sought, among other things, an order declaring that the Company’s conversion required approval by a supermajority of the Company’s stockholders and an order enjoining the November 14, 2024 stockholder vote on the conversion. On October 28, 2024, the parties completed expedited briefing on cross motions for partial summary judgment regarding the causes of action asserted in the original complaint, and the court heard oral argument on the motions on October 30, 2024. On November 6, 2024, the court granted the defendants’ summary judgment motion and denied the plaintiff’s cross-motion, finding that the conversion did not require supermajority approval of the Company’s stockholders, and that the defendants did not breach their fiduciary duties by disclosing that the conversion required a vote of a simple majority of the Company’s stockholders. The plaintiff chose not to appeal. The defendants moved to dismiss the plaintiff’s remaining claims that the Company’s then-directors breached their fiduciary duties in connection with the reincorporation. On April 28, 2025, the plaintiff in the Section 220 Action (as defined below) moved to intervene and stay the Delaware Action. On May 20, 2025, the Court granted the motion to intervene and stayed the Delaware Action pending completion of the books and records inspection in the Section 220 Action. On July 27, 2026, the stockholder from the Section 220 Action (defined below) filed a class action complaint in the Delaware Action, which also challenges the Company’s reincorporation from Delaware to Nevada and asserts breach of fiduciary duty claims against Jeff Green in his capacity as controlling stockholder and the Company’s then board of directors, and a motion to appoint itself as lead plaintiff and its counsel as lead counsel in that action (the “Scarantino Complaint”). The court granted that motion on August 10, 2026, which provides that the Scarantino Complaint is the operative complaint in the Delaware Action. Defendants moved to dismiss the Delaware Action on August 17, 2026, and briefing on that motion will be completed by March 15, 2027. The court is scheduled to hear argument on the motion to dismiss on April 21, 2027.

On November 15, 2024, a different stockholder filed a complaint in the Court of Chancery of the State of Delaware requesting production of the Company’s corporate books and records relating to the Nevada conversion, pursuant to 8 Del. C. § 220. City of Roseville Employees Retirement System v. The Trade Desk, Inc., No. 2024-1173 (Del. Ch.). On November 27, 2024, the parties agreed to stay the proceeding in exchange for the production of certain documents to the plaintiff; the court granted the stay the same day. On April 18, 2025, the stockholder voluntarily dismissed the complaint without prejudice.

On April 24, 2025, a different stockholder filed a complaint in the Court of Chancery of the State of Delaware requesting production of the Company’s corporate books and records relating to the Nevada conversion and the Company’s dual class capital structure, among other things, pursuant to 8 Del. C. § 220. Richard Scarantino v. The Trade Desk, Inc., No. 2025-0442 (Del. Ch.) (the “Section 220 Action”). The case was referred to a Magistrate in Chancery for trial, and a trial was held on July 16, 2025. On July 31, 2025, the Magistrate in Chancery issued a final report, in which she found that the stockholder plaintiff could receive certain limited requested board materials. The stockholder plaintiff filed exceptions to the Magistrate’s final report, and briefing on plaintiff’s exceptions was completed on September 26, 2025. On December 5, 2025, the Vice Chancellor issued an order denying plaintiff’s exceptions and affirming the Magistrate’s final ruling. On January 2, 2026, plaintiff filed a notice of appeal of the Vice Chancellor’s December 5, 2025, order to the Delaware Supreme Court. On June 26, 2026, the Delaware Supreme Court issued an order affirming the Magistrate’s and Vice Chancellor’s decisions.

Litigation Related to Securities Class Actions

On February 19, 2025, plaintiff United Union of Roofers, Waterproofers & Allied Workers Local Union No. 8 WBPA Fund filed a purported federal securities class action complaint in the United States District Court, Central District of California, captioned United Union of Roofers, Waterproofers, and Allied Workers Local Union No. 8 v. The Trade Desk, Inc. et al. (No. 2:25-cv-01396), against the Company as well as its Chief Executive Officer and then-Chief Financial

Officer. The complaint alleged that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The action purported to be brought on behalf of those who purchased or otherwise acquired the Company’s publicly traded securities between May 9, 2024 and February 12, 2025 and sought unspecified damages and other relief. On March 20, 2025, the court granted the parties’ joint stipulation, ordering that defendants need not respond to the complaint, pending the appointment of lead plaintiff and lead counsel.

On March 5, 2025, two additional related purported class action lawsuits were filed in the United States District Court, Central District of California, captioned Savorelli v. The Trade Desk, Inc. et al. (No. 2:25-cv-01915), bringing claims against the Company as well as its Chief Executive Officer and then-Chief Financial Officer, and New England Teamsters Pension Fund v. The Trade Desk, Inc. et al. (No. 2:25-cv-01936), bringing claims against the Company as well as its Chief Executive Officer, then-Chief Financial Officer and Chief Strategy Officer. Both complaints alleged that the defendants made false and misleading statements, similar to the allegations contained in the United Union of Roofers action, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The actions were also purportedly brought on behalf of those who purchased or otherwise acquired the Company’s publicly traded securities between May 9, 2024 and February 12, 2025 and sought unspecified damages and other relief. On March 18, 2025, the court entered orders relating the Savorelli and New England actions to the first-filed United Union of Roofers action, No. 2:25-cv-01396 (CAS). On March 28, 2025, the court granted the parties’ joint stipulations in the Savorelli and New England matters, ordering that defendants need not respond to the complaints, pending the appointment of lead plaintiff and lead counsel.

On April 21, 2025, several purported shareholders filed motions in the related actions seeking to be appointed lead plaintiff. On June 4, 2025, the court consolidated allthree actions and recaptioned the action “In re The Trade Desk, Inc. Securities Litigation,” No. 2:25-cv-01396 (the “Consolidated Action”), and appointed Arkansas Public Employees Retirement System and Public Employees Retirement System of Mississippi as lead plaintiff in the Consolidated Action.

Plaintiffs filed a First Amended Consolidated Class Action Complaint (“First Amended Complaint”) on August 15, 2025. The First Amended Complaint purports to be brought on behalf of those who purchased or otherwise acquired the Company’s publicly traded securities between November 15, 2023 and August 8, 2025. It alleges that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The First Amended Complaint also asserts a separate claim under Section 20A alleging that the Company’s Chief Executive Officer, then-Chief Financial Officer and Chief Strategy Officer engaged in insider trading during the proposed class period.

Defendants filed a motion to dismiss the Consolidated Action on October 14, 2025. The court issued an order denying the motion to dismiss on March 17, 2026. Defendants filed their answer to the First Amended Complaint on April 30, 2026. On June 29, 2026, the court entered a scheduling order, which, among other things, set deadlines for a class certification motion, set deadlines for factual and expert discovery, and set a trial date of May 16, 2028. The case is still in its early stages. Management believes these claims to be meritless and intends to vigorously defend against them.

Shareholder Derivative Actions

On March 6, 2025 and March 14, 2025, plaintiffs Nathan C. Silva and Daniel Jong, respectively, filed purported shareholder derivative complaints in the United States District Court, Central District of California, captioned Silva v. Green et al.(No. 2:25-cv-01975) and Jong v. Green et al. (No. 2:25-cv-02268), against current and former officers and directors of the Company, naming the Company as a nominal defendant. The complaints generally arise out of the same allegations contained in the securities class action and allege claims for breach of fiduciary duties and related claims. The actions purport to be brought derivatively on behalf of the Company and seek damages and other various forms of relief. On April 9, 2025, the court granted the parties’ stipulations consolidating the shareholder derivative actions and appointing Nathan C. Silva and Daniel Jong as co-plaintiffs and the Brown Law Firm, P.C. and Rigrodsky Law, P.A. as co-lead counsel for plaintiffs. On April 24, 2025, the court granted the parties' stipulation staying the consolidated derivative action until resolution of the motion(s) to dismiss the consolidated securities class action (described above). The order also provided that plaintiffs may file an amended complaint, but defendants are under no obligation to respond during the pendency of the stay. On April 2, 2026, the court granted the parties' stipulation to continue the stay until the close of fact discovery in the securities class action.

On September 11, 2025, plaintiff Cara Gardner filed a purported shareholder derivative complaint in the U.S. District Court for the District of Nevada, captioned Cara Gardner v. Jeff T. Green et al.(No. 2:25-cv-01712), against current and former officers and directors of the Company, naming the Company as a nominal defendant. The complaint generally arises out of the same allegations contained in the securities class action and alleges claims for breach of fiduciary duties and related claims. The action purports to be brought derivatively on behalf of the Company and seeks damages and other various forms of relief.

On October 3, 2025, plaintiff Ahmed Ibrahim filed a purported shareholder derivative complaint in the U.S. District Court for the District of Nevada, captioned Ahmed Ibrahim v. Jeff T. Green et al. (No. 2:25-cv-01892), against current and former officers and directors of the Company, naming the Company as a nominal defendant. The complaint generally arises out of the same allegations contained in the securities class action and alleges claims for breach of fiduciary duties and related claims. The action purports to be brought derivatively on behalf of the Company and seeks damages and other various forms of relief.

On October 24, 2025, the Court granted a joint stipulation filed by the Company and plaintiffs Cara Gardner and Ahmed Ibrahim to consolidate the District of Nevada derivative complaints and stay the actions until resolution of the motion to dismiss the Consolidated Action. The plaintiffs may file a consolidated complaint or designate an operative complaint, but defendants are under no obligation to respond during the pendency of the stay. On April 13, 2026, the court granted the parties’ stipulation to continue the stay until the close of fact discovery in the securities class action.

On March 5, 2026, plaintiff Hugues Gervat filed a purported shareholder derivative complaint in the U.S. District Court, Central District of California, captioned Gervat v. Green, et al., 2:26-cv-02341- CAS-DFMx (C.D. Cal.), against current and former officers and directors of the Company, naming the Company as a nominal defendant. The complaint generally arises out of the same allegations contained in the securities class action and alleges claims for breach of fiduciary duties and related claims. The action purports to be brought derivatively on behalf of the Company and seeks damages and other various forms of relief. On June 2, 2026, the court granted a joint stipulation filed by the parties to stay the action until the close of fact discovery in the securities class action.

On March 30, 2026, plaintiff Andrew Liebaert filed a purported shareholder derivative complaint in the Nevada State Court, Eighth Judicial District, Clark County, captioned Liebaert v. Green, et al., No. A-26-942794-C, against current and former officers and directors of the Company, naming the Company as a nominal defendant. The complaint generally arises out of the same allegations contained in the securities class action and alleges claims for breach of fiduciary duties and related claims. The action purports to be brought derivatively on behalf of the Company and seeks damages and other various forms of relief. On April 15, 2026, the court granted a joint stipulation filed by the parties to stay the action until the close of fact discovery in the securities class action. The order also provided that plaintiff may file a consolidated complaint or designate an operative complaint, but defendants are under no obligation to respond during the pendency of the stay. On August 4, 2026, the court reassigned the case to the Business Court and assigned a new Case No.: A-26-942794-B.

On April 23, 2026, plaintiff Erste Asset Management, GmbH filed a purported shareholder derivative complaint in the Nevada State Court, Clark County, captioned Erste Asset Management, GmbH v. Green, et al., No. A-26-944815-B, against current and former officers and directors of the Company, naming the Company as a nominal defendant. The complaint generally arises out of the same allegations contained in the securities class action and alleges claims for breach of fiduciary duties and related claims. The action purports to be brought derivatively on behalf of the Company and seeks damages and other various forms of relief. On July 14, 2026, the court granted a joint stipulation filed by the parties to stay the action until the close of fact discovery in the securities class action. The order also provided that plaintiff may file a consolidated complaint or designate an operative complaint, but defendants are under no obligation to respond during the pendency of the stay.

On May 5, 2026, plaintiff Mitchell Lvovsky filed a purported shareholder derivative complaint in the Nevada State Court, Clark County, captioned Mitchell Lvovsky v. Green, et al., No. A-26-945793-C, against current and former officers and directors of the Company, naming the Company as a nominal defendant. The complaint generally arises out of the same allegations contained in the securities class action and alleges claims for breach of fiduciary duties and related claims. The action purports to be brought derivatively on behalf of the Company and seeks damages and other various forms of relief. On July 14, 2026, the court granted a joint stipulation filed by the parties, staying the action until February 15, 2027. The order also provided that plaintiff may file a consolidated complaint or designate an operative complaint, but defendants are under no obligation to respond during the pendency of the stay. On August 4, 2026, the court reassigned the case to the Business Court and assigned a new Case No.: A-26-945793-B.

On June 15, 2026, plaintiff Joseph Fernicola filed a purported shareholder derivative complaint in the U.S. District Court, Central District of California, captioned Fernicola v. Green, et al., No. 26-cv-06490, against current and former officers and directors of the Company, naming the Company as a nominal defendant. The complaint generally arises out of the same allegations contained in the securities class action and alleges claims for breach of fiduciary duties and related claims. The action purports to be brought derivatively on behalf of the Company and seeks damages and other various forms of relief. On July 2, 2026, the court entered an order finding the action to be related to the securities class action and transferred the action to the same judge as the securities class action.

On August 6, 2026, the Court granted a joint stipulation filed by the parties to consolidate the Gervat v. Green, et al. and Fernicola v. Green, et al. actions. The Court stayed the consolidated action pursuant to the June 2, 2026 stay order entered in the Gervat v. Green, et al. action.

Litigation Related to the Company’s Platform and Related Offerings

On March 28, 2025, two complaints alleging various wiretapping and privacy tort theories were filed against the Company in the United States District Court, Northern District of California, captioned Michie & Dryer v. The Trade Desk, Inc., No. 3:25-cv-2889 (N.D. Cal.) and Hernandez-Mendoza v. The Trade Desk, Inc., No. 4:25-cv-02923 (N.D. Cal.). A third complaint advancing similar allegations, captioned Turner v. The Trade Desk, Inc., No. 3:25-cv-03136 (N.D. Cal.), was originally filed on March 31, 2025 in the United States District Court, Central District of California, but was voluntarily dismissed and refiled on April 7, 2025 in the United States District Court, Northern District of California. On June 18, 2025, the Court consolidated all three actions and recaptioned the consolidated action “In re The Trade Desk, Inc. Data Privacy Litigation” (No. 3:25-cv-2889), and appointed Lieff Cabraser Heimann & Bernstein, LLP as Interim Lead Counsel, with a Plaintiffs’ Executive Committee consisting of Simmons Hanly Conroy LLP, Lowey Dannenberg, P.C. and Bursor & Fisher, P.A. The complaints have now been consolidated into a single consolidated amended complaint, filed July 18, 2025. Plaintiffs seek class certification, unspecified damages, attorneys’ fees and various other forms of relief.

On December 18, 2025, the Court denied the Company’s motion to dismiss the consolidated amended complaint, except as to plaintiffs’ claim for declaratory relief, which the court dismissed with prejudice. The Company filed its answer to the consolidated amended complaint on February 17, 2026. On March 17, 2026, the court ordered a joint stipulation voluntary dismissing plaintiff Turner from the case without prejudice. The case is now in the discovery phase, which is set to close on September 10, 2027. Management continues to believe the claims asserted in this action to be meritless and intends to vigorously defend against them.

Litigation is inherently uncertain and there can be no assurance that the defense of the various actions will be successful.

Employment Contracts

The Company has entered into agreements with severance terms with certain employees and officers. The Company may be required to accelerate the vesting of certain stock-based awards in the event of changes in control, as defined, and involuntary terminations.

Note 12—Restructuring

In September 2026, the Company implemented an organizational realignment (the “2026 Restructuring Plan” or the “Plan”) as part of a company-wide effort to align resources with the Company’s highest-priority growth opportunities, improve operational effectiveness and build a more focused, agile and scalable organization positioned for long-term growth. The Plan included the elimination of positions and the reduction of the Company’s global workforce by approximately 15%.

To the extent termination benefits payable to affected employees are provided under the Company’s existing ongoing benefit arrangements, the related liability for severance and other termination benefits provided under the Plan is recognized when payment of the benefits is probable and the amount is reasonably estimable. Severance and other termination benefits provided under the Plan that are not part of the Company’s existing ongoing benefit arrangements are accounted for as one-time termination benefits. A liability for these benefits is measured at fair value and recognized in the period in which the Company communicated the termination arrangement to affected employees in sufficient detail to enable them to determine the type and amount of benefits they will receive.

The execution of the actions under the Plan included the provision for cash severance and other termination benefits, primarily health benefits. Other associated costs incurred pursuant to the Plan were immaterial. The Plan did not result in the exit of leased office space or impairments of assets. The identification of positions impacted and the communication of severance and benefits to impacted employees were completed in the third quarter of 2026. The

Company currently expects payments for cash severance and other termination benefits to be substantially completed by the end of the first quarter of 2027.

A summary of the Company’s restructuring charges for the three months ended September 30, 2026, by line item in the condensed consolidated statement of operations, is as follows (in thousands):

The Company currently expects that the charges under the 2026 Restructuring Plan have been substantially recognized as of September 30, 2026. However, the timing and magnitude of other associated costs not yet incurred are subject to change.

The following table summarizes the changes in the Company’s restructuring liability, included within accrued expenses and other current liabilities on the condensed consolidated balance sheet as of September 30, 2026 (in thousands):

Note 13—Subsequent Events

On October 19, 2026, the Company’s stockholders approved the repricing (the “Repricing”) of certain eligible outstanding stock options granted under the Company's 2025 Incentive Award Plan. The Repricing applied to approximately 14.4 million outstanding stock options held by approximately 2,300 employees and executive officers on October 19, 2026, but excluded non-employee directors, any incentive stock options and the 2021 and 2026 CEO Performance Options. Eligible stock options that had original exercise prices ranging from approximately $12.72 to $122.23, per share, each of which exceeded the closing price of the Company's Class A common stock on October 19, 2026, were repriced to an exercise price of $12.26 per share. The Repricing includes asix-month premium exercise period, whereby the exercise price of a repriced option will revert to its original exercise price if the holder either exercises the option or terminates service, except upon a termination by the Company without cause, withinsix months following the effective date of the Repricing. There were no changes to the number of shares, the vesting schedules or the expiration dates of the repriced stock options.

The Repricing resulted in the modification of eligible stock options, and any incremental stock-based compensation expense will be measured as the excess, if any, of the fair value of the repriced eligible stock options immediately following the Repricing over the fair value of the eligible stock options immediately prior to the Repricing. Any incremental stock-based compensation expense will be recognized from the modification date through the longer of the premium exercise period or the original requisite service period. Due to the recency of the Repricing, the Company has not completed its valuation of this modification of eligible stock options as of the date these financial statements were issued.

In November 2026, an additional $731 million was authorized under the Company’s share repurchase program, bringing the total amount available for future repurchases to $1 billion. Refer to Note 7—Capitalization for additional information regarding the share repurchase program.