Trade Desk (NASDAQ: TTD) CLO disposes shares for tax withholding

Rhea-AI Filing Summary

Trade Desk, Inc. Chief Legal Officer Jay R. Grant reported four Form 4 transactions involving Class A Common Stock on February 15, 2026. In each case, shares (1,457; 1,948; 1,514; and 2,075) were disposed of at $25.81 per share to cover tax withholding obligations tied to partial vesting of restricted stock awards granted between April 2022 and April 2025. After these tax-withholding dispositions, Grant directly owned 192,567 shares of Trade Desk Class A Common Stock.

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

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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^*

GRANT JAY R

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F		1,457(1)	D	$25.81	198,104	D
Class A Common Stock	02/15/2026		F		1,948(2)	D	$25.81	196,156	D
Class A Common Stock	02/15/2026		F		1,514(3)	D	$25.81	194,642	D
Class A Common Stock	02/15/2026		F		2,075(4)	D	$25.81	192,567	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. The shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting of a Restricted Stock Award granted April 26, 2022.

2. The shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting of a Restricted Stock Award granted April 24, 2023.

3. The shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting of a Restricted Stock Award granted April 23, 2024.

4. The shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting of a Restricted Stock Award granted April 15, 2025.

Remarks:

	/s/ Kelli Faerber, Attorney-in-Fact for Jay R. Grant	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Trade Desk (TTD) Chief Legal Officer report?

Trade Desk Chief Legal Officer Jay R. Grant reported four Form 4 transactions disposing of Class A Common Stock. The shares were used to satisfy tax withholding obligations from partial vesting of restricted stock awards granted in 2022, 2023, 2024, and 2025.

Were Jay R. Grant’s Trade Desk (TTD) Form 4 transactions open-market sales?

No, the transactions were coded “F” and described as payment of tax liabilities by delivering securities. Footnotes state the shares were withheld at Grant’s election solely to satisfy tax withholding obligations upon partial vesting of restricted stock awards.

How many Trade Desk (TTD) shares were used for tax withholding by the CLO?

Jay R. Grant reported four separate dispositions of Trade Desk Class A shares: 1,457, 1,948, 1,514, and 2,075 shares. Each transaction reflects shares withheld to cover tax obligations when restricted stock awards partially vested on February 15, 2026.

At what price were the Trade Desk (TTD) insider tax-withholding shares valued?

Each of Jay R. Grant’s four non-derivative dispositions used a transaction price of $25.81 per share. This price was applied to the Class A Common Stock withheld to satisfy tax withholding obligations associated with restricted stock award vesting.

How many Trade Desk (TTD) shares does the CLO hold after these transactions?

Following the final reported tax-withholding disposition, Jay R. Grant directly owned 192,567 shares of Trade Desk Class A Common Stock. This post-transaction holding reflects all reported non-derivative Form 4 movements as of the February 15, 2026 vesting-related transactions.

What awards triggered the Trade Desk (TTD) insider tax-withholding events?

The tax-withholding dispositions were tied to partial vesting of restricted stock awards granted to Jay R. Grant on April 26, 2022, April 24, 2023, April 23, 2024, and April 15, 2025. Shares were withheld at his election to cover related tax obligations.