TTD: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 14, 2026, upon the recommendation of the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of The Trade Desk, Inc. (the “Company”), the Board approved the grant of a performance-based stock option (the “Performance Option”) to Jeff Green, the Company’s Chief Executive Officer and a member of the Board. Mr. Green recused himself from the vote. Under the Performance Option, if specified target goals for the per share price of the Company’s Class A Common Stock, par value $0.000001 per share (the “Class A Common Stock”), are achieved (the goals range from $18.00 per share 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 7,000,000 shares of Class A Common Stock. The exercise price for the Performance Option is $14.97 per share, which was the closing price of the Class A Common Stock on September 14, 2026, the grant date of the Performance Option. In considering the Performance Option, the Board recognized the pivotal role Mr. Green plays in the Company’s success, and wanted to create a long-term, stockholder-aligned incentive to further align his interests with stockholder interests. As a result, the Performance Option only vests if the Company’s stock reaches the stock price targets over a 20-consecutive-trading-day period. The Performance Option was granted under the Company’s 2025 Incentive Award Plan (the “Plan”). Shares subject to the Performance Option become exercisable and vested (the “Eligible Option Shares”) in seven tranches over a ten-year term to th