SEC Form 4 filed by Director Price Penry W
$TTD
Computer Software: Programming Data Processing
Technology
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $19.75 | 07/09/2026 | A | 25,505 | (1) | 07/09/2036 | Class A Common Stock | 25,505 | $0(2) | 25,505 | D | ||||
| Stock Option (Right to Buy) | $19.75 | 07/09/2026 | A | 20,893 | (3) | 07/09/2036 | Class A Common Stock | 20,893 | $0(4) | 20,893 | D | ||||
| Stock Option (Right to Buy) | $19.75 | 07/09/2026 | A | 3,602 | (5) | 07/09/2036 | Class A Common Stock | 3,602 | $11.37(6)(7) | 3,602 | D | ||||
| Stock Option (Right to Buy) | $19.75 | 07/09/2026 | A | 3,602 | (8) | 07/09/2036 | Class A Common Stock | 3,602 | $11.37(6)(7) | 3,602 | D | ||||
| Stock Option (Right to Buy) | $19.75 | 07/09/2026 | A | 900 | (9) | 07/09/2036 | Class A Common Stock | 900 | $11.37(6)(10) | 900 | D | ||||
| Explanation of Responses: |
| 1. 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 quarterly installments over the three-year period following the grant, subject to the Reporting Person's continuous service as a board member through such date. |
| 2. This option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an initial director equity grant. |
| 3. Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan. The shares vest in four installments with 1,816 shares vesting August 4, 2026, 6,429 shares vesting November 4, 2026, 6,429 shares vesting February 4, 2027 and 6,219 shares vesting May 4, 2027 or, if earlier for each installment, the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting provided all then unvested shares shall 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 board of directors immediately prior to such date. |
| 4. This option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an annual director equity grant, prorated from the date the Reporting Person became a non-employee director and the one-year anniversary of the Issuer's last annual meeting of stockholders. |
| 5. Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan. The shares vest in four installments with 313 shares vesting August 4, 2026, 1,108 shares vesting November 4, 2026, 1,108 shares vesting February 4, 2027 and 1,073 shares vesting May 4, 2027 or, if earlier for each installment, the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting provided all then unvested shares shall 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 board of directors immediately prior to such date. |
| 6. 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. |
| 7. 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 $50,000, prorated from the date the Reporting Person became a non-employee director to the date of the Issuer's next annual meeting of stockholders. |
| 8. Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan. The shares vest in four installments with 313 shares vesting August 4, 2026, 1,108 shares vesting November 4, 2026, 1,108 shares vesting February 4, 2027 and 1,073 shares vesting May 4, 2027 or, if earlier for each installment, the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting provided all then unvested shares shall 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 of the board of directors immediately prior to such date. |
| 9. Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan. The shares vest in four installments with 78 shares vesting August 4, 2026, 277 shares vesting November 4, 2026, 277 shares vesting February 4, 2027 and 268 shares vesting May 4, 2027 or, if earlier for each installment, the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting provided all then unvested shares shall 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 audit committee of the board of directors 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 $12,500, prorated from the date the Reporting Person became a non-employee director to the date of the Issuer's next annual meeting of stockholders. |
| Remarks: |
| /s/ Kelli Faerber Attorney-in Fact for Penry W. Price | 07/13/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| * Form 4: SEC 1474 (03-26) | ||