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 July 7, 2026, the board of directors (the “Board”) of The Trade Desk, Inc. (the “Company”) appointed Penry Price to the Board as a Class II director, to serve on the audit committee of the Board (the “Audit Committee”) and to serve as a member and chair of the compensation committee of the Board (the “Compensation Committee”), in each case effective July 9, 2026. Mr. Price was appointed to a newly created vacancy on the Board resulting from an increase in the size of the Board from six (6) directors to seven (7) directors. As a result of his appointment to the Board, Mr. Price will be entitled to participate in the Company’s non-employee director compensation program (the “Program”). Pursuant to the Program, Mr. Price will be entitled to receive annual compensation of $50,000 for his service on the Board, $12,500 for his service on the Audit Committee and $50,000 for his service as chair of the Compensation Committee. Additionally, pursuant to the Program and under the Company’s 2025 Incentive Award Plan, Mr. Price will be eligible to receive (i) an initial equity grant valued at $290,000, which he may elect to receive in the form of restricted stock, restricted stock units, stock options or a mix of one-half restricted stock or restricted stock units and one-half options, which will generally vest in substantially equal quarterly installments over the three-year period following the grant, and (ii) an annual equity grant of $290,000, prorated from the date of appointment to the Company’s next annual meeting of stockholders, which he may elect to receive in the form of restricted stock, restricted stock units, st