Trade Desk Inc.

09/15/2026 | Press release | Distributed by Public on 09/15/2026 04:04

Management Change/Compensation (Form 8-K)

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 the extent that the average closing price per share of the Class A Common Stock on the Nasdaq Global Market measured over any 20-consecutive-trading-day period equals or exceeds the applicable per-share stock price following certification by the Board, as set forth in the following table, subject to adjustment for dividends, stock splits, combinations, reorganizations, reclassifications, or similar events (the "Stock Price Achievements"):
Vesting Tranche
Stock Price Achievement Vesting Condition
Number of Shares Subject to Option
1
$18.00
1,200,000
2
$30.00
1,200,000
3
$45.00
1,200,000
4
$60.00
1,000,000
5
$75.00
800,000
6
$90.00
800,000
7
$105.00
800,000
The Stock Price Achievements were set up to be a bridge from the Company's current stock price to the remaining targets set forth in Mr. Green's outstanding performance-based stock option.
The Eligible Option Shares vest at each Vesting Tranche subject to Mr. Green's continued service as the Company's Chief Executive Officer as of the applicable vesting date or Mr. Green's providing any other service to the Company that the Board at that time determines (in their sole discretion) to be sufficient if Mr. Green no longer serves as the Company's Chief Executive Officer. In the event of a Change in Control (as defined in the Plan and as supplemented by the Performance Stock Option Award Agreement for the Performance Option (the "Award Agreement") that occurs prior to the full vesting of the Performance Option, that number of Eligible Option Shares shall vest based on the per-share consideration for Class A Common Stock received in such Change in Control determined as set forth in the table above, as determined by the Board and with linear interpolation in the event such per-share consideration is between the levels in the table above, and any remaining unvested Eligible Option Shares shall be forfeited as of immediately prior to such Change in Control. In the event of a Qualifying Termination (as defined in the Award Agreement) that occurs prior to the full vesting of the Performance Option, the applicable vesting period shall continue for nine months from the date of the Qualifying Termination, with the Eligible Option Shares being eligible to vest in the event the applicable Stock Price goal is achieved during such extended vesting period, and any remaining unvested Eligible Option Shares shall be forfeited as of nine months following the Qualifying Termination. In the event of a material restatement of the Company's financial
statements during the Performance Option period, Eligible Option Shares shall be subject to a clawback at the Board's discretion if then applicable law or the rules of the applicable listing exchange have clawback provisions and Mr. Green knowingly and intentionally engaged in gross misconduct that led to such restatement and if, as a result of such restatement, one or more Stock Price Achievements was achieved that otherwise would not have been achieved.
The Board retains the discretion (but not the obligation) to make additional equity grants to Mr. Green during the pendency of the Performance Option if the Board determines such action to be appropriate.
The foregoing descriptions of the Performance Option and Award Agreement do not purport to be complete and are qualified in their entirety by the full text of the Award Agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2026.
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