The Trade Desk (NASDAQ: TTD) receives Nasdaq reprimand on voting rules

Rhea-AI Filing Summary

The Trade Desk, Inc. reported that it received a letter of reprimand from Nasdaq’s Listing Qualifications staff on December 9, 2025, after Nasdaq determined that an amendment to its articles of incorporation violated Nasdaq voting rights rules 5640 and IM-5640. The issue relates to extending the date when all Class B common stock will automatically convert into Class A common stock, an amendment approved by the board and stockholders on September 16, 2025.

Nasdaq decided to close the matter with this reprimand letter under Nasdaq Rule 5810(c)(4), with no further action planned. The company does not agree that the amendment violated the rules but will not appeal. The letter does not affect the listing of The Trade Desk’s Class A common stock on Nasdaq, and the amendment and the company’s dual-class share structure remain in full force and effect.

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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): December 9, 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 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(c)

On December 9, 2025, The Trade Desk, Inc. (the “Company”) received a letter of reprimand (the “Letter”) from the Listing Qualifications staff (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Nasdaq Staff had determined that the Company had violated Nasdaq’s Listing Rules related to voting rights as set forth in Nasdaq Rules 5640 and IM-5640 (the “Voting Rights Rule”).

In particular, the Letter asserts that this inadvertent violation of the Voting Rights Rule arose when the Company amended and restated its articles of incorporation to extend the date on which all of the Company’s shares of Class B common stock will automatically convert into Class A common stock (the “Articles Amendment”). The Articles Amendment was approved by the Company’s board of directors and subsequently by a vote of the Company’s stockholders on September 16, 2025, pursuant to a proxy statement on Schedule 14A dated July 24, 2025. On October 15, 2025, the Nasdaq Staff contacted the Company regarding the Articles Amendment and application of the Voting Rights Rule thereto. The Nasdaq Staff concluded that it was appropriate to close the matter with the Letter issued in accordance with Nasdaq Rule 5810(c)(4). Accordingly, with the issuance of the Letter, the matter is closed by the Nasdaq Staff, with no further action to be taken on its part.

Although the Company does not concur that the Articles Amendment violated the Voting Rights Rule, it welcomes Nasdaq’s closing of this matter and does not intend to appeal the Nasdaq Staff’s determination or take further action in this regard.

The Letter has no impact on the listing of the Company’s Class A common stock, which will continue to be listed and traded on Nasdaq. In addition, the Articles Amendment as adopted remains in full force and effect, and the Company’s dual-class capitalization structure will accordingly not change as a result of the Letter.

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: December 15, 2025			By:			/s/ Jay Grant
						Jay Grant
						Chief Legal Officer

FAQ

What did The Trade Desk (TTD) disclose in this recent SEC report?

The company disclosed that on December 9, 2025, it received a letter of reprimand from Nasdaq’s Listing Qualifications staff, which determined that an amendment to its articles of incorporation relating to its Class B to Class A conversion date violated Nasdaq’s voting rights rules 5640 and IM-5640.

Why did Nasdaq issue a letter of reprimand to The Trade Desk (TTD)?

Nasdaq’s staff concluded that The Trade Desk’s amendment and restatement of its articles of incorporation, which extended the automatic conversion date for all Class B common stock into Class A common stock, violated Nasdaq’s Listing Rules related to voting rights, specifically Rules 5640 and IM-5640.

Does the Nasdaq reprimand affect The Trade Desk’s Class A stock listing?

No. The company states that the letter has no impact on the listing of its Class A common stock, which will continue to be listed and traded on The Nasdaq Stock Market LLC.

Is The Trade Desk (TTD) appealing Nasdaq’s voting rights determination?

No. Although The Trade Desk does not agree that its articles amendment violated Nasdaq’s voting rights rule, it welcomes Nasdaq’s closure of the matter and does not intend to appeal the staff’s determination or take further action.

What is the Articles Amendment mentioned by The Trade Desk (TTD)?

The Articles Amendment is an amendment and restatement of the company’s articles of incorporation that extended the date on which all shares of Class B common stock will automatically convert into Class A common stock. It was approved by the board and by stockholders on September 16, 2025, following a proxy statement dated July 24, 2025.

What is the current status of The Trade Desk’s dual-class share structure?

The company states that the Articles Amendment remains in full force and effect and that its dual-class capitalization structure will not change as a result of the Nasdaq letter.