Business Context and Reporting Period
This Form 8-K Current Report was filed by The Trade Desk, Inc. on September 14, 2026. The filing discloses a corporate governance event regarding executive compensation rather than financial results for a specific reporting period.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The only financial data point provided is the stock price used to determine the exercise price of a new equity grant:
- Stock Price (Grant Date): $14.97 per share (Closing price of Class A Common Stock on September 14, 2026).
Material Changes and Executive Compensation
The Board of Directors approved a performance-based stock option grant to Jeff Green, Chief Executive Officer, effective September 14, 2026. Key terms include:
- Total Shares: Up to 7,000,000 shares of Class A Common Stock.
- Exercise Price: $14.97 per share.
- Vesting Mechanism: Shares vest in seven tranches over a ten-year term based on achieving specific stock price targets over a 20-consecutive-trading-day period.
- Price Targets: Ranging from $18.00 to $105.00 per share.
- Tranche Structure:
- Tranche 1 ($18.00): 1,200,000 shares
- Tranche 2 ($30.00): 1,200,000 shares
- Tranche 3 ($45.00): 1,200,000 shares
- Tranche 4 ($60.00): 1,000,000 shares
- Tranche 5 ($75.00): 800,000 shares
- Tranche 6 ($90.00): 800,000 shares
- Tranche 7 ($105.00): 800,000 shares
Outlook, Risks, and Contingencies
Management Commentary: The Board stated the grant is intended to align Mr. Green's interests with stockholders and recognize his pivotal role in the Company's success.
Contingencies and Risks:
- Change in Control: Unvested shares may vest based on the consideration received (with linear interpolation between targets) or be forfeited immediately prior to the transaction.
- Qualifying Termination: The vesting period extends for nine months post-termination; unvested shares are forfeited if targets are not met within this window.
- Clawback Provisions: Shares are subject to clawback if a material restatement occurs due to Mr. Green's gross misconduct.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from expectations due to various risks.
Investor Verification Checklist
- Verify the current trading price of TTD Class A Common Stock relative to the $14.97 exercise price and the $18.00 initial vesting target.
- Review the full text of the Award Agreement to be filed in the Form 10-Q for the quarter ending September 30, 2026.
- Assess the dilution impact of 7,000,000 potential shares on existing shareholders.
- Monitor the 20-consecutive-trading-day average price requirement for vesting eligibility.