[8-K] The Trade Desk, Inc. Reports Material Event

Rhea-AI Filing Summary

Chief Legal Officer Laureen Seeger disclosed significant insider activity in American Express (AXP) on Form 4 for 5-6 Aug 2025.

• 5 Aug: open-market sales of 39,383 shares at $297.24 and 22,338 shares at $297.88.
• 6 Aug: exercised 16,998 options at $177.06, immediately selling the same 16,998 shares at $294.83.

Total shares sold: 78,719 for gross proceeds of ≈ $23.4 million. After paying ≈ $3.0 million to exercise options, net cash realized is roughly $20.4 million.

Seeger’s direct holding fell from about 70,721 to 9,000.908 shares—an 87% reduction—while all reported options were fully exercised, leaving no remaining derivative securities.

Sales were executed under a Rule 10b5-1 trading plan (box checked). Weighted-average pricing details and dividend-reinvestment shares are disclosed in the footnotes.

Positive

• Rule 10b5-1 plan indicates pre-arranged trades, reducing perception of opportunistic timing.
• Full transparency on weighted-average price ranges and dividend-reinvestment shares fulfills governance best practices.

Negative

• 78,719 shares sold in two days represents an 87% reduction in the CLO’s stake, a potential negative sentiment signal.
• Net cash gain ≈ $20 m and minimal remaining ownership may weaken executive-shareholder alignment.

Insights

Financial Analyst

TL;DR: Major insider sale—78.7k shares sold; stake cut to 9k; signals reduced personal exposure.

The magnitude and timing of the sales—≈$23 m in two days—indicate deliberate diversification rather than routine liquidity. Although trades were under a pre-arranged 10b5-1 plan, the 87% reduction materially lessens alignment between the CLO and shareholders. The near-market-high prices ($294-$298) suggest opportunistic execution. No options remain, removing future dilution but also eliminating insider option-driven incentives. Historically, large officer disposals have correlated with near-term relative under-performance for AXP; investors may view this as a mild negative sentiment signal.

Corporate Governance Expert

TL;DR: Transaction is compliant and transparent, but optics of steep share reduction are unfavorable.

Filing satisfies Section 16 disclosure, includes weighted-average price ranges, and references a 10b5-1 plan, meeting governance best practices. However, key executives retaining only 9k shares could raise questions about long-term commitment, particularly as Seeger is a Section 16 officer. Boards often encourage higher ownership thresholds to reinforce alignment; investors may push for updated ownership guidelines.

0001671933false00016719332025-08-032025-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2025

THE TRADE DESK, INC.

(Exact name of registrant as specified in its charter)

Nevada			001-37879			27-1887399
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

42 N. Chestnut Street

Ventura, California 93001

(Address of principal executive offices) (Zip Code)

(805) 585-3434

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.000001 per share

TTD

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Trade Desk, Inc. (the “Company”) and Laura Schenkein, the Company’s chief financial officer, have mutually agreed that Ms. Schenkein will transition out of the position of chief financial officer effective as of August 21, 2025 as part of a plan to depart the Company by the end of the year. Ms. Schenkein will remain with the Company as a non-executive officer through the end of the year and will work closely with her successor to support a seamless transition of responsibilities.

The Board appointed Alexander Kayyal, age 41, to succeed Ms. Schenkein as the Company’s new chief financial officer effective as of August 21, 2025.

Mr. Kayyal has served as a member of the Company’s board of directors (the “Board”) since February 2025. Mr. Kayyal served as a general partner at Lightspeed Venture Partners (“Lightspeed”), a global venture capital firm, since February 2023. Prior to Lightspeed, Mr. Kayyal held various executive roles at Salesforce, Inc., a customer relationship management services company, from May 2015 to February 2023, including senior vice president and managing partner of Salesforce Ventures LLC from June 2021 to February 2023. From 2013 to 2015, Mr. Kayyal helped establish Hermes Growth Partners, a growth equity firm focused on technology investments. Mr. Kayyal received a B.A. in Economics and International Relations from Boston University and an M.B.A. from the Harvard Business School.

There are no arrangements or understandings between Mr. Kayyal and any other persons pursuant to which he was appointed as the chief financial officer of the Company. There are no family relationships between Mr. Kayyal and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer.

Pursuant to the Company’s non-employee director compensation program (the “Program”), Mr. Kayyal received prorated annual compensation of approximately $14,000 and a prorated annual equity award of approximately $76,800 for non-employee director service prior to our 2025 annual meeting of stockholders (the “2025 Annual Meeting”). Pursuant to the Program, Mr. Kayyal was also entitled to receive (i) annual compensation of $50,000 for his service on the Board following the 2025 Annual Meeting, (ii) an initial equity award of an aggregate of $290,000 in restricted stock units and stock options, and (iii) an annual equity award of an aggregate of $290,000 in restricted stock units and stock options, in each case before adjusting for amounts that will be forfeited in connection with the commencement of his employment with the Company. Mr. Kayyal received $75,000 in cash as a member of a special committee of the Board. In connection with the chief financial officer transition, Mr. Kayyal has resigned as a member of the special committee of the Board.

The Company will also enter into an employment agreement with Mr. Kayyal, and previously entered into an indemnification agreement with Mr. Kayyal pursuant to its standard form. The employment agreement with Mr. Kayyal will provide for, among other things, (i) a base salary of $600,000, (ii) an initial target annual bonus of $600,000, (iii) a signing bonus of $600,000, (iv) a relocation benefit of $400,000 and (v) a grant of a time-based restricted stock award for shares of the Company’s Class A common stock, par value $0.000001 per share (the “Class A Common Stock”), and a stock option to purchase shares of Class A Common Stock, with an aggregate equity amount of $15.0 million.

Mr. Kayyal is otherwise not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of the employment agreement does not purport to be complete and is qualified in its entirety by the full text of the employment 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, 2025.

A copy of the press release announcing the chief financial officer transition is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d)    The following exhibits are being filed herewith:

Exhibit No.						Description
99.1						Press release of the Company, dated August 7, 2025.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			THE TRADE DESK, INC.
Date: August 7, 2025			By:			/s/ Jay R. Grant
						Jay R. Grant
						Chief Legal Officer

FAQ

How many American Express (AXP) shares did Laureen Seeger sell?

She sold 78,719 shares on 5-6 Aug 2025 at weighted averages near $297-$298.

What is Seeger’s remaining AXP shareholding after the transactions?

Her direct ownership is 9,000.908 shares.

Were the trades executed under a Rule 10b5-1 plan?

Yes, the filing checks the Rule 10b5-1 box, indicating a pre-arranged trading plan.

What was the option exercise price and size?

She exercised 16,998 options at an exercise price of $177.06 per share on 6 Aug 2025.

Are any derivative securities left outstanding?

No, the reported option position was fully exercised, leaving 0 derivative securities.