Trade Desk, Inc. (TTD): CEO Jeff Green compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 19, 2026 (the “Effective Date”), The Trade Desk, Inc. (the “Company”) effected an option repricing (the “Repricing”) of certain outstanding stock options granted to the Company’s current service providers, including executive officers and employees but excluding non-employee directors, under the Company’s 2025 Incentive Award Plan (the “2025 Plan”). The Repricing excluded incentive stock options granted under the 2025 Plan and the market-based performance stock options granted to Jeff Green, the Company’s Chief Executive Officer, in October 2021 and September 2026. The Repricing was approved by the Company’s stockholders at a special meeting of stockholders (the “Special Meeting”) held on the Effective Date, as described in Item 5.07 of this Current Report on Form 8-K.
Pursuant to the Repricing, the exercise price of each eligible outstanding stock option under the 2025 Plan that exceeded the closing price of the Company’s Class A common stock, par value $0.000001 per share (the “Class A Common Stock”), on the Effective Date was automatically reduced to $12.26, the closing price of the Company’s Class A Common Stock on the Effective Date. For any eligible service provider whose service terminates (except upon a termination by the Company without cause) or who exercises an eligible option, in either case, prior to April 19, 2027, the exercise price will automatically revert to the original exercise price applicable to such option immediately prior to the Repricing. Except for the reduction in the exercise price of the repriced options, the repriced options retain their existing terms under the 2025 Plan and the applicable award agreements.
The Company's board of directors (the “Board”) approved the Repricing after considering several alternatives and determined that the Repricing is in the best interests of the Company and its stockholders, as it will help restore the incentive and retention benefits of the eligible options without increasing the Company’s overhang of outstanding equity awards or incurring the additional costs and complexities of alternative compensation arrangements.
The description of the Repricing included in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to Proposal One in the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 18, 2026, as supplemented by the additional definitive proxy soliciting materials on Schedule 14A filed by the Company with the SEC on October 8, 2026 (the “Proxy Statement”).