04/03/2026 | Press release | Distributed by Public on 04/03/2026 16:05
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $21.98 | 04/01/2026 | A | 32 | (6) | 04/01/2036 | Class A Common Stock | 32 | $13.93(7)(8) | 32 | D | ||||
| Stock Option (Right to Buy) | $22.05 | 04/03/2026 | A | 58 | (9) | 04/03/2036 | Class A Common Stock | 58 | $13.81(7)(10) | 58 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cunningham Andrea Lee C/O THE TRADE DESK, INC. 42 NORTH CHESTNUT STREET VENTURA, CA 93001 |
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| /s/ Kelli Faerber, Attorney-in-Fact for Andrea Cunningham | 04/03/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Grant of restricted stock award under the Issuer's 2025 Equity Incentive Plan. The shares vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as a member of the compensation committee immediately prior to such date. |
| (2) | This restricted stock award was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $5,000, prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders. |
| (3) | This price represents the average closing stock price for a share of the Issuer's Class A Common Stock for forty-five consecutive trading days ending on, and including, the grant date. This price was used to calculate the number of restricted stock awards granted. |
| (4) | Grant of restricted stock award under the Issuer's 2025 Equity Incentive Plan. The shares vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as chairperson of the nominating and corporate governance committee immediately prior to such date. |
| (5) | This restricted stock award was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $9,500, prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders. |
| (6) | Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan. The shares subject to the option vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as a member of the compensation committee immediately prior to such date. |
| (7) | This price represents the Black-Scholes value of an option using the average closing stock price for a share of the Issuer's Class A Common Stock for forty-five consecutive trading days ending on, and including, the grant date. This price was used to calculate the number of shares subject to the option granted. |
| (8) | These stock options were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $5,000 prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders. |
| (9) | Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan. The shares subject to the option vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as chairperson of the nominating and corporate governance committee immediately prior to such date. |
| (10) | These stock options were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $9,500 prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders. |