STOCK TITAN

Trade Desk (TTD) director granted restricted stock and options in lieu of fees

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

Rhea-AI Filing Summary

Trade Desk, Inc. director Andrea Lee Cunningham received equity-based compensation rather than cash fees. She was granted two restricted stock awards totaling 48 shares of Class A Common Stock on April 1 and April 3, 2026, issued under the company’s 2025 equity plan and non-employee director compensation policy. These shares vest in full on the date of the next annual stockholder meeting, subject to her continued committee service. Following these awards, she directly holds 5,083 shares of Class A Common Stock. She was also granted stock options covering a total of 90 shares, with exercise prices of $21.98 and $22.05 per share, expiring in 2036, also vesting in full at the next annual meeting as long as she remains on the relevant board committees.

Positive

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Insider Cunningham Andrea Lee
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 58 $13.81 $800.98
Grant/Award Class A Common Stock 31 $25.57 $792.67
Grant/Award Stock Option (Right to Buy) 32 $13.93 $445.76
Grant/Award Class A Common Stock 17 $25.79 $438.43
Holdings After Transaction: Stock Option (Right to Buy) — 58 shares (Direct); Class A Common Stock — 5,083 shares (Direct)
Footnotes (1)
  1. Grant of restricted stock award under the Issuer's 2025 Equity Incentive Plan. The shares 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 compensation committee 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 in lieu of director retainer and meeting fees of $5,000, prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders. This price represents the average closing stock price for a share of the Issuer's Class A Common Stock for forty-five consecutive trading days ending on, and including, the grant date. This price was used to calculate the number of restricted stock awards granted. Grant of restricted stock award under the Issuer's 2025 Equity Incentive Plan. The shares 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 chairperson of the nominating and corporate governance committee 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 in lieu of director retainer and meeting fees of $9,500, prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders. Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan. The shares subject to the option 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 compensation committee immediately prior to such date. This price represents the Black-Scholes value of an option using the average closing stock price for a share of the Issuer's Class A Common Stock for forty-five consecutive trading days ending on, and including, the grant date. This price was used to calculate the number of shares subject to the option granted. These stock options were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $5,000 prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders. Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan. The shares subject to the option 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 chairperson of the nominating and corporate governance committee immediately prior to such date. These stock options were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $9,500 prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders.
Restricted stock shares granted 48 shares Class A Common Stock awards on April 1 and 3, 2026
Stock options granted 90 shares Options on Class A Common Stock granted in April 2026
Option exercise prices $21.98 and $22.05 per share Stock option grants expiring in 2036
Common shares held after grants 5,083 shares Direct Class A Common Stock ownership after April 3, 2026 grant
Fees replaced by equity (smaller grants) $5,000 each Director retainer and meeting fees converted to equity per footnotes
Option expiration 2036-04-01 and 2036-04-03 Expiration dates for April 2026 option grants
Pricing lookback period 45 trading days Average closing price period used to set grant values
restricted stock award financial
"Grant of restricted stock award under the Issuer's 2025 Equity Incentive Plan."
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
Non-Employee Director Compensation Policy financial
"This restricted stock award was issued ... pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees."
Black-Scholes value financial
"This price represents the Black-Scholes value of an option using the average closing stock price..."
2025 Equity Incentive Plan financial
"Grant of restricted stock award under the Issuer's 2025 Equity Incentive Plan."
2025 Incentive Award Plan financial
"Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan."
SEC Form 4
FORM 4UNITED 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*
Cunningham Andrea Lee

(Last)(First)(Middle)
C/O THE TRADE DESK, INC.
42 NORTH CHESTNUT STREET

(Street)
VENTURA CALIFORNIA 93001

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Trade Desk, Inc. [ TTD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/01/2026A17(1)A$25.79(2)(3)5,052D
Class A Common Stock04/03/2026A31(4)A$25.57(3)(5)5,083D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$21.9804/01/2026A32 (6)04/01/2036Class A Common Stock32$13.93(7)(8)32D
Stock Option (Right to Buy)$22.0504/03/2026A58 (9)04/03/2036Class A Common Stock58$13.81(7)(10)58D
Explanation of Responses:
1. Grant of restricted stock award under the Issuer's 2025 Equity Incentive Plan. The shares 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 compensation committee immediately prior to such date.
2. This restricted stock award was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $5,000, prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders.
3. This price represents the average closing stock price for a share of the Issuer's Class A Common Stock for forty-five consecutive trading days ending on, and including, the grant date. This price was used to calculate the number of restricted stock awards granted.
4. Grant of restricted stock award under the Issuer's 2025 Equity Incentive Plan. The shares 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 chairperson of the nominating and corporate governance committee immediately prior to such date.
5. This restricted stock award was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $9,500, prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders.
6. Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan. The shares subject to the option 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 compensation committee immediately prior to such date.
7. This price represents the Black-Scholes value of an option using the average closing stock price for a share of the Issuer's Class A Common Stock for forty-five consecutive trading days ending on, and including, the grant date. This price was used to calculate the number of shares subject to the option granted.
8. These stock options were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $5,000 prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders.
9. Grant of option to purchase Class A Common Stock under the Issuer's 2025 Incentive Award Plan. The shares subject to the option 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 chairperson of the nominating and corporate governance committee immediately prior to such date.
10. These stock options were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of director retainer and meeting fees of $9,500 prorated from the date of grant to the date of the Issuer's next annual meeting of stockholders.
Remarks:
/s/ Kelli Faerber, Attorney-in-Fact for Andrea Cunningham04/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Trade Desk (TTD) director Andrea Lee Cunningham report in this Form 4?

Andrea Lee Cunningham reported receiving restricted stock and stock option awards as non-employee director compensation. The awards were granted under Trade Desk’s 2025 equity plans and replace certain cash retainers and meeting fees for her board committee roles through the next annual stockholder meeting.

How many Trade Desk (TTD) common shares did Andrea Cunningham receive as restricted stock?

She received restricted stock awards totaling 48 shares of Class A Common Stock, in two grants of 17 and 31 shares. These shares vest in full on the date of Trade Desk’s next annual stockholder meeting, assuming she continues serving on the specified board committees.

What stock options did Andrea Cunningham receive from Trade Desk (TTD)?

She was granted stock options on 32 and 58 shares of Class A Common Stock, totaling 90 option shares. The exercise prices are $21.98 and $22.05 per share, and the options vest in full at the next annual meeting, with expiration in 2036.

What is Andrea Cunningham’s Trade Desk (TTD) share ownership after these awards?

After the April 2026 equity awards, Andrea Cunningham directly holds 5,083 shares of Trade Desk Class A Common Stock. This total reflects the impact of the new restricted stock grants reported in the filing but does not include unexercised stock options, which are reported separately.

Why were these Trade Desk (TTD) equity awards granted to Andrea Cunningham?

The restricted stock and stock option awards were granted under Trade Desk’s Non-Employee Director Compensation Policy in lieu of cash director retainer and meeting fees. The referenced fees total $5,000 and $9,500 for specific committee and chair roles, prorated to the next annual meeting.

How were the Trade Desk (TTD) grant prices for Andrea Cunningham’s awards determined?

For the restricted stock, the grant price reflects the average closing stock price over 45 consecutive trading days ending on the grant date. For options, the Black-Scholes value using the same 45-day average price determined the number of shares subject to each option award.