Trade Desk: option repricing for certain employee stock options

What happened The Trade Desk, Inc. reported that on Oct 19, 2026 (the "Effective Date") it effected an option repricing of certain outstanding stock options granted to the Company’s current service providers under the 2025 Incentive Award Plan. The repricing excluded non-employee directors, incentive stock options under the 2025 Plan, and the market-based performance stock options granted to Jeff Green, the Company’s Chief Executive Officer, in Oct 2021 and Sep 2026. The repricing was approved by the Company's stockholders at a special meeting held on the Effective Date.

Key details

• 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 on Oct 19, 2026 was automatically reduced to $12.26, the closing price 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 prior to Apr 19, 2027, the exercise price will automatically revert to the original exercise price immediately prior to the repricing.
• Except for the reduction in exercise price, repriced options retain their existing terms under the 2025 Plan and applicable award agreements.
• The Board approved the repricing after considering alternatives and stated it would "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."

Why it may matter This Current Report on Form 8-K reports Item 5.02 and Item 5.07. Item 5.02 covers departure of directors or certain officers and related matters; Item 5.07 covers submission of matters to a vote of security holders — here the company reports the repricing action and that it was approved by stockholders at a special meeting. The description of the repricing in this report is qualified in its entirety by reference to Proposal One in the definitive proxy statement on Schedule 14A filed Sep 18, 2026, as supplemented by additional definitive proxy soliciting materials filed Oct 8, 2026. The filing does not show why the insider traded or why the company acted.