10/21/2026 | Press release | Distributed by Public on 10/21/2026 15:53
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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 | ||||||||
| Employee Stock Option (Right to Buy) | $74.637 | 10/19/2026 | D | 8,430 | (1) | 04/28/2031 | Class A Common Stock | 8,430 | (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $12.26 | 10/19/2026 | A | 8,430 | (1) | 04/28/2031 | Class A Common Stock | 8,430 | (2) | 8,430 | D | ||||
| Employee Stock Option (Right to Buy) | $59.57 | 10/19/2026 | D | 7,073 | (1) | 04/26/2032 | Class A Common Stock | 7,073 | (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $12.26 | 10/19/2026 | A | 7,073 | (1) | 04/26/2032 | Class A Common Stock | 7,073 | (2) | 7,073 | D | ||||
| Employee Stock Option (Right to Buy) | $61.46 | 10/19/2026 | D | 38,825 | (3) | 04/24/2033 | Class A Common Stock | 38,825 | (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $12.26 | 10/19/2026 | A | 38,825 | (3) | 04/24/2033 | Class A Common Stock | 38,825 | (2) | 38,825 | D | ||||
| Employee Stock Option (Right to Buy) | $81.07 | 10/19/2026 | D | 66,926 | (4) | 04/23/2034 | Class A Common Stock | 66,926 | (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $12.26 | 10/19/2026 | A | 66,926 | (4) | 04/23/2034 | Class A Common Stock | 66,926 | (2) | 66,926 | D | ||||
| Employee Stock Option (Right to Buy) | $49.24 | 10/19/2026 | D | 82,508 | (5) | 04/15/2035 | Class A Common Stock | 82,508 | (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $12.26 | 10/19/2026 | A | 82,508 | (5) | 04/15/2035 | Class A Common Stock | 82,508 | (2) | 82,508 | D | ||||
| Employee Stock Option (Right to Buy) | $25 | 10/19/2026 | D | 309,551 | (6) | 03/03/2036 | Class A Common Stock | 309,551 | (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $12.26 | 10/19/2026 | A | 309,551 | (6) | 03/03/2036 | Class A Common Stock | 309,551 | (2) | 309,551 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Davis Tahnil R. C/O THE TRADE DESK, INC. 42 NORTH CHESTNUT STREET VENTURA, CA 93001 |
Chief Accounting Officer & EVP | |||
| /s/ Kelli Faerber, Attorney-in Fact for Tahnil R. Davis | 10/21/2026 | |
| **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) | The option is fully vested and exercisable. |
| (2) | The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") under the Issuer's 2025 Incentive Award Plan effective on October 19, 2026 (the "Repricing Date"). Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $12.26 per share, the closing price of the Issuer's Class A Common Stock on the Repricing Date. There is no change to the number of shares, the expiration dates or the vesting schedule of the repriced options. The Option Repricing was approved by the Issuer's stockholders on October 19, 2026. In order to exercise the repriced options at the new exercise price, the Reporting Person is required to remain in service with the Issuer through April 19, 2027, except for a termination by the Issuer without cause. |
| (3) | The option was granted on April 24, 2023, the Vesting Commencement Date ("VCD"). One forty-eighth (1/48th) of the shares subject to the option vest on each monthly anniversary thereafter, subject to continued employment with the Issuer through the applicable vesting dates. |
| (4) | The option was granted on April 23, 2024, the VCD. One forty-eighth (1/48th) of the shares subject to the option vest on each monthly anniversary thereafter, subject to continued employment with the Issuer through the applicable vesting dates. |
| (5) | The option was granted on April 15, 2025, the VCD. One forty-eighth (1/48th) of the shares subject to the option vest on each monthly anniversary thereafter, subject to continued employment with the Issuer through the applicable vesting dates. |
| (6) | The option was granted on March 3, 2026, the VCD. One forty-eighth (1/48th) of the shares subject to the option vest on each monthly anniversary thereafter, subject to continued employment with the Issuer through the applicable vesting dates. |