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TTD director grant of 6,818 shares vests over multi-date schedule

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Omar Tawakol, a Trade Desk (TTD) director, received two restricted stock awards totaling 6,818 Class A shares on 08/11/2025 as director compensation. One grant of 3,805 shares was issued as an initial director equity award under the Issuer's 2025 Incentive Award Plan and the Non-Employee Director Compensation Policy and vests quarterly over three years, subject to continuous board service. A second grant of 3,013 shares was issued as a prorated annual director grant and vests in three installments (1,125 shares on 11/27/2025; 960 on 02/27/2026; 928 on 05/27/2026) or earlier on specified corporate meeting dates, with unvested shares vesting in full at the next annual meeting if applicable. Both awards were issued at $0 as equity compensation, and the reporting person holds 6,818 Class A shares following the transactions.

Positive

  • Total insider equity increased by 6,818 Class A shares, reflecting added alignment between the director and shareholders
  • Grants are time-vesting restricted stock, tying compensation to continued board service with explicit vesting dates

Negative

  • None.

Insights

TL;DR: Routine non-employee director equity grants totaling 6,818 shares; standard vesting tied to service and board meetings.

The Form 4 shows two restricted stock awards issued under the Issuer's 2025 Incentive Award Plan and the Non-Employee Director Compensation Policy. The 3,805-share initial director grant vests quarterly over three years, aligning long-term director retention with shareholder alignment. The 3,013-share annual/prorated grant has specific installment dates with a mechanism to accelerate vesting at the next annual meeting. Both awards were issued at $0, indicating compensation rather than market purchases. This is a common governance practice for non-employee directors and represents a routine change in insider holdings rather than a governance red flag.

TL;DR: Insider ownership increased by 6,818 shares via zero-cost restricted stock, with explicit vesting schedules and direct ownership reported.

The reporter beneficially owns 6,818 Class A shares after the grants. The filing details vesting mechanics and dates: quarterly vesting over three years for the initial award and three scheduled installment vesting for the prorated annual award (1,125; 960; 928 shares). The awards were granted as restricted stock at $0, reflecting standard director compensation rather than cash transactions. From a securities perspective, these transactions change insider ownership levels but do not indicate market transactions or cash proceeds; they are unlikely to materially affect valuation absent additional context on total outstanding shares.

Insider Tawakol Omar
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock 3,805 $0.00 --
Grant/Award Class A Common Stock 3,013 $0.00 --
Holdings After Transaction: Class A Common Stock — 3,805 shares (Direct)
Footnotes (1)
  1. Grant of restricted stock award under the Issuer's 2025 Incentive Award Plan. The shares vest in quarterly installments over the three-year period following the grant, subject to the Reporting Person's continuous service as a board member through such date. This restricted stock award was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an initial director equity grant. Grant of restricted stock award under the Issuer's 2025 Incentive Award Plan. The shares vest in three installments with 1,125 shares vesting November 27, 2025, 960 shares vesting February 27, 2026 and 928 shares vesting May 27, 2026 or, if earlier for each installment, the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting provided all then unvested shares shall vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as a member of the board of directors immediately prior to such date. This restricted stock award was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an annual director equity grant, prorated from the date of the Issuer's last annual meeting of stockholders.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Tawakol Omar
(Last) (First) (Middle)
C/O THE TRADE DESK, INC.
42 NORTH CHESTNUT STREET
(Street)
VENTURA CA 93001
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/11/2025 A 3,805(1) A $0(2) 3,805 D
Class A Common Stock 08/11/2025 A 3,013(3) A $0(4) 6,818 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Grant of restricted stock award under the Issuer's 2025 Incentive Award Plan. The shares vest in quarterly installments over the three-year period following the grant, subject to the Reporting Person's continuous service as a board member through such date.
2. This restricted stock award was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an initial director equity grant.
3. Grant of restricted stock award under the Issuer's 2025 Incentive Award Plan. The shares vest in three installments with 1,125 shares vesting November 27, 2025, 960 shares vesting February 27, 2026 and 928 shares vesting May 27, 2026 or, if earlier for each installment, the date of the Issuer's applicable regularly scheduled quarterly Corporate Board meeting provided all then unvested shares shall vest in full on the date of the Issuer's next annual meeting of stockholders, all subject to the Reporting Person's continuous service as a member of the board of directors immediately prior to such date.
4. This restricted stock award was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy as an annual director equity grant, prorated from the date of the Issuer's last annual meeting of stockholders.
Remarks:
/s/ Kelli Faerber, Attorney-in-Fact for Omar Tawakol 08/13/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Trade Desk (TTD) director Omar Tawakol receive?

He received two restricted stock awards totaling 6,818 Class A shares issued as director compensation under the 2025 Incentive Award Plan and the Non-Employee Director Compensation Policy.

How many shares does Omar Tawakol beneficially own after the reported transactions?

The reporting person beneficially owns 6,818 Class A shares following the reported transactions.

What are the vesting terms for the awarded shares?

The 3,805-share initial award vests in quarterly installments over three years; the 3,013-share award vests in three installments (1,125 on 11/27/2025; 960 on 02/27/2026; 928 on 05/27/2026) with potential acceleration at the next annual meeting.

Did the reporting person pay for the shares?

No. Both restricted stock awards were issued at a $0 price, indicating they were granted as compensation rather than purchased.

Under what policies were the awards issued?

The awards were issued under the Issuer's 2025 Incentive Award Plan and pursuant to the Issuer's Non-Employee Director Compensation Policy.