SEC FORM 4

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SEC Form 4

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^*

GRANT JAY R

(Last)

(First)

(Middle)

C/O THE TRADE DESK, INC.

42 NORTH CHESTNUT STREET

(Street)

VENTURA

93001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$59.57	10/19/2026		D			15,512	⁽¹⁾	04/26/2032	Class A Common Stock	15,512	⁽²⁾	1,678⁽³⁾	D
Employee Stock Option (Right to Buy)	$12.26	10/19/2026		A		15,512		⁽¹⁾	04/26/2032	Class A Common Stock	15,512	⁽²⁾	15,512	D
Employee Stock Option (Right to Buy)	$61.46	10/19/2026		D			55,317	⁽⁴⁾	04/24/2033	Class A Common Stock	55,317	⁽²⁾	1,627⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$12.26	10/19/2026		A		55,317		⁽⁴⁾	04/24/2033	Class A Common Stock	55,317	⁽²⁾	55,317	D
Employee Stock Option (Right to Buy)	$81.07	10/19/2026		D			120,451	⁽⁶⁾	04/23/2034	Class A Common Stock	120,451	⁽²⁾	1,233⁽⁷⁾	D
Employee Stock Option (Right to Buy)	$12.26	10/19/2026		A		120,451		⁽⁶⁾	04/23/2034	Class A Common Stock	120,451	⁽²⁾	120,451	D
Employee Stock Option (Right to Buy)	$49.24	10/19/2026		D			157,515	⁽⁸⁾	04/15/2035	Class A Common Stock	157,515	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$12.26	10/19/2026		A		157,515		⁽⁸⁾	04/15/2035	Class A Common Stock	157,515	⁽²⁾	157,515	D
Employee Stock Option (Right to Buy)	$25	10/19/2026		D			309,551	⁽⁹⁾	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		⁽⁹⁾	03/03/2036	Class A Common Stock	309,551	⁽²⁾	309,551	D

Explanation of Responses:

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. This amount represents the Incentive Stock Option (ISO) portion of the grant on April 26, 2022, that was not eligible to participate in the Option Repricing.

4. 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.

5. This amount represents the ISO portion of the grant on April 24, 2023, that was not eligible to participate in the Option Repricing.

6. 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.

7. This amount represents the ISO portion of the grant on April 23, 2024, that was not eligible to participate in the Option Repricing.

8. 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.

9. 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.

Remarks:

	/s/ Kelli Faerber, Attorney-in-Fact for Jay R. Grant	10/21/2026
	** 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).
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