Form 8-K

8-K — Trade Desk, Inc.

Accession: 0001671933-26-000053

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001671933

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ttd-20260507.htm (Primary)

EX-99.1 (ttd-20260507x8kexx991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ttd-20260507.htm · Sequence: 1

ttd-20260507

0001671933false00016719332026-05-072026-05-07

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): May 7, 2026

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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 2.02 Results of Operations and Financial Condition.

On May 7, 2026, The Trade Desk, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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 May 7, 2026.

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: May 7, 2026

By:

/s/ Tahnil Davis

Tahnil Davis

Interim Chief Financial Officer, Chief Accounting Officer

(Interim Principal Financial Officer, Principal Accounting Officer)

EX-99.1

Filename: ttd-20260507x8kexx991.htm · Sequence: 2

Document

Exhibit 99.1

The Trade Desk Reports First Quarter 2026 Financial Results

LOS ANGELES--(BUSINESS WIRE)--May 7, 2026--The Trade Desk, Inc. (“The Trade Desk,” the “Company” or “we”) (NASDAQ: TTD), a provider of a global technology platform for buyers of advertising, today announced financial results for its first quarter ended March 31, 2026.

“Q1 was another strong quarter for The Trade Desk, with revenue growing to $689 million, representing 12% year-over-year growth,” said Jeff Green, CEO and Co-Founder of The Trade Desk. “We’re encouraged by the impact of the strategic upgrades we’ve been making across the company, which contributed to our outperformance in Q1. Despite headwinds in the macro environment, we remain confident in our ability to lead and innovate within the programmatic ecosystem. We’re focused on delivering increasing value to marketers and to help them prioritize objective, transparent and data-driven media buying on the open internet.”

First Quarter 2026 Financial Highlights:

The following table summarizes the Company’s unaudited consolidated financial results for the three months ended March 31, 2026 and 2025 ($ in millions, except per share amounts):

Three Months Ended

March 31,

2026

2025

GAAP Results

Revenue

689

616

Increase in revenue year over year

Net income

Net income margin

GAAP diluted earnings per share

0.08

0.10

Non-GAAP Results

Adjusted EBITDA

206

208

Adjusted EBITDA margin

Non-GAAP net income

134

165

Non-GAAP diluted earnings per share

0.28

0.33

First Quarter and Recent Business Highlights:

•Strong Customer Retention: Customer retention remained over 95% during the first quarter, as it has for over a decade.

•New Innovation and Partnership Announcements:

◦Koa Agents, agentic AI capabilities for media planning, buying, optimization, and measurement across the open internet, with Stagwell as the first partner.

◦OpenTTD, creates a single login and integrated analytics for clients and partners who work with The Trade Desk in multiple ways, such as DoorDash, which is a brand advertiser, seller of ad inventory, and provider of third-party data.

◦OpenAds adopted by first wave of publishers including AccuWeather, The Arena Group, BuzzFeed, The Guardian, Hearst Magazines, Hearst TV, Newsweek, People Inc., and Ziff Davis.

◦LinkedIn selected The Trade Desk as its first DSP partner for activation of B2B data for CTV, enabling advertisers to reach professional audiences in streaming environments.

◦Pacvue and Skai announced new integrations with The Trade Desk that allows mutual clients to streamline enterprise activation of programmatic advertising campaigns alongside retail media investments.

◦Dollar General, in partnership with Kevel, announced a unification of retail media inventory that allows brands to plan, activate and optimize both offsite and onsite inventory on The Trade Desk.

•Continued Collaboration and Support for Unified ID 2.0: The Trade Desk is building support for Unified ID 2.0 (UID2), an industry-wide approach to identity that preserves the value of relevant advertising. Recent partnerships and pledges of integration and support include:

◦MetaRouter, a high-performance customer data management platform, partnered with The Trade Desk to help brands synchronize UID2 and conversion events in real time directly in The Trade Desk platform to enable a more direct connection between consented identity and activation.

•Connected TV (CTV): The Trade Desk offers advertisers access to premium inventory across major networks and streaming services around the world.

◦Paramount announced live, in-game programmatic buying for select commercial ad units within marquee sporting events via The Trade Desk.

◦Xumo became the first CTV publisher to integrate OpenPath through the FreeWheel ad server.

•Corporate Governance and Leadership:

◦Drew Vollero appointed to The Trade Desk Board of Directors. Vollero brings deep financial and operational expertise, with a proven track record of helping high-growth technology companies scale and navigate complex market dynamics.

•Share Repurchases: The Company used approximately $164 million of cash to repurchase its Class A common stock in the first quarter of 2026. As of March 31, 2026, the Company had $327 million available and authorized for repurchases.

•Industry Recognition:

◦America’s Greatest Workplaces for Entry Level, 2026

Financial Guidance:

Second Quarter 2026 outlook summary:

•Revenue at least $750 million

•Adjusted EBITDA of approximately $260 million

The Company has not provided an outlook for GAAP net income or reconciliation of Adjusted EBITDA guidance to net income, the closest corresponding U.S. GAAP measure, because net income outlook is not available without unreasonable efforts on a forward-looking basis due to the variability and complexity with respect to the charges included in the calculation of this GAAP measure; in particular, the measures and effects of our stock-based compensation expense that are directly impacted by unpredictable fluctuations in our share price. The Company expects the variability of the above charges could have a significant and potentially unpredictable impact on our future U.S. GAAP financial results.

Use of Non-GAAP Financial Information

Included within this press release are the non-GAAP financial measures of Adjusted EBITDA, Adjusted EBITDA margin, Non-GAAP net income and Non-GAAP diluted earnings per share (“EPS”) that supplement the Condensed Consolidated Statements of Operations of the Company prepared under generally accepted accounting principles (“GAAP”). Adjusted EBITDA is net income before depreciation and amortization expense; stock-based compensation expense; interest income, net; and provision for income taxes. Adjusted EBITDA margin is Adjusted EBITDA divided by revenue, and Adjusted EBITDA margin’s closest corresponding U.S. GAAP measure is net income margin, which is GAAP net income divided by revenue. Non-GAAP net income excludes charges and the related income tax effects for stock-based compensation. Tax rates on the tax-deductible portions of the stock-based compensation expense approximating 25% to 30% have been used in the computation of non-GAAP net income and non-GAAP diluted EPS. Reconciliations of GAAP to non-GAAP amounts for the periods presented herein are provided in schedules accompanying this release and should be considered together with the Condensed Consolidated Statements of Operations. These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes. The Company’s management believes that this information can assist investors in evaluating the Company's profitability, operational trends and financial performance. Management believes these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management and securities analysts. However, the non-GAAP financial

measures should not be considered in isolation of, as a replacement for, or as superior to corresponding, similarly captioned, GAAP measures and may be different from non-GAAP financial measures used by other companies.

First Quarter 2026 Financial Results Webcast and Conference Call Details

•When: May 7, 2026 at 2:00 P.M. Pacific Time (5:00 P.M. Eastern Time).

•Webcast: A live webcast of the call can be accessed from the Investor Relations section of The Trade Desk’s website at http://investors.thetradedesk.com. Following the call, a replay will be available on the Company’s website.

•Dial-in: To access the call via telephone in North America, please dial 877-545-0523. For callers outside the United States, please dial +1-973-528-0016. Participants should reference the conference call ID code “998508” after dialing in.

•Audio replay: An audio replay of the call will be available beginning about two hours after the call. To listen to the replay in the United States, please dial 877-481-4010 (replay code: 53907). Outside the United States, please dial +1-919-882-2331 (replay code: 53907). The audio replay will be available via telephone until May 14, 2026.

The Trade Desk, Inc. uses its Investor Relations website (http://investors.thetradedesk.com), its X feed (@TheTradeDesk), LinkedIn page (https://www.linkedin.com/company/the-trade-desk), Facebook page (https://www.facebook.com/TheTradeDesk) and Jeff Green’s LinkedIn profile (https://www.linkedin.com/in/jefftgreen) as a means of disclosing information about the Company and for complying with its disclosure obligations under Regulation FD. The information that is posted through these channels may be deemed material. Accordingly, investors should monitor these channels in addition to The Trade Desk’s press releases, SEC filings, public conference calls and webcasts.

About The Trade Desk

The Trade Desk™ is a technology company that empowers buyers of advertising. Through its self-service, cloud-based platform, ad buyers can create, manage, and optimize digital advertising campaigns across ad formats and devices. Integrations with major data, inventory, and publisher partners ensure maximum reach and decisioning capabilities, and enterprise APIs enable custom development on top of the platform. Headquartered in Ventura, CA, The Trade Desk has offices across North America, Europe and Asia Pacific. To learn more, visit thetradedesk.com or follow us on Facebook, X, LinkedIn and YouTube.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to expectations concerning matters that (a) are not historical facts, (b) predict or forecast future events or results, or (c) embody assumptions that may prove to have been inaccurate, including statements relating to industry and market trends, the Company’s growth and financial targets, such as revenue and Adjusted EBITDA. When words such as “believe,” “expect,” “anticipate,” “will,” “outlook” or similar expressions are used, the Company is making forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give readers any assurance that such expectations will prove correct. These forward-looking statements involve risks, uncertainties and assumptions, including those related to the Company’s ability to maintain and grow its client base and revenue through its platform and related offerings, which makes it difficult to evaluate the Company’s business and prospects, the market for programmatic advertising developing slower or differently than the Company’s expectations, the demands and expectations of clients and the ability to attract and retain clients. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company. These are disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10-K and any subsequent filings on Forms 10-Q or 8-K, available at www.sec.gov. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company does not intend to update any forward-looking statement contained in this press release to reflect events or circumstances arising after the date hereof.

THE TRADE DESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Revenue

688,857

616,021

Operating expenses (1):

Platform operations

181,970

142,839

Sales and marketing

172,179

152,743

Technology and development

142,720

132,402

General and administrative

125,341

133,585

Total operating expenses

622,210

561,569

Income from operations

66,647

54,452

Other expense (income):

Total other income, net

(12,311)

(21,317)

Income before income taxes

78,958

75,769

Provision for income taxes

38,961

25,091

Net income

39,997

50,678

Earnings per share:

Basic

0.08

0.10

Diluted

0.08

0.10

Weighted-average shares outstanding:

Basic

474,663

494,927

Diluted

476,883

502,944

___________________________

(1) Includes stock-based compensation expense as follows:

THE TRADE DESK, INC.

STOCK-BASED COMPENSATION EXPENSE

(Amounts in thousands)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Platform operations

8,398

9,217

Sales and marketing

27,018

28,936

Technology and development

40,783

40,981

General and administrative (1)

32,847

49,119

Total

109,046

128,253

___________________________

(1) Includes stock-based compensation expense related to a long-term CEO performance grant of $5 million and $24 million for the three months ended March 31, 2026 and 2025, respectively.

THE TRADE DESK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

As of March 31,

2026

As of December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

878,377

658,175

Short-term investments, net

527,538

644,882

Accounts receivable, net

3,323,673

3,770,194

Prepaid expenses and other current assets

132,075

187,753

Total current assets

4,861,663

5,261,004

Property and equipment, net

389,385

396,819

Operating lease assets

326,285

342,042

Deferred income taxes

55,700

Other assets, non-current

101,351

97,655

Total assets

5,734,384

6,153,220

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

2,633,030

3,007,651

Accrued expenses and other current liabilities

179,907

181,991

Operating lease liabilities

77,505

76,355

Total current liabilities

2,890,442

3,265,997

Operating lease liabilities, non-current

346,070

359,975

Other liabilities, non-current

44,386

42,857

Total liabilities

3,280,898

3,668,829

Stockholders’ equity:

Preferred stock

—

Common stock

—

Additional paid-in capital

3,178,436

3,075,303

Accumulated deficit

(724,950)

(590,912)

Total stockholders’ equity

2,453,486

2,484,391

Total liabilities and stockholders’ equity

5,734,384

6,153,220

THE TRADE DESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

Three Months Ended March 31,

2026

2025

OPERATING ACTIVITIES:

Net income

39,997

50,678

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

31,431

23,985

Stock-based compensation expense

109,046

128,253

Noncash lease expense

18,640

16,962

Provision for expected credit losses on accounts receivable

4,026

492

Other

6,302

(11,876)

Changes in operating assets and liabilities:

Accounts receivable

429,285

282,336

Prepaid expenses and other current and non-current assets

58,531

20,018

Accounts payable

(279,385)

(234,666)

Accrued expenses and other current and non-current liabilities

(8,951)

29,105

Operating lease liabilities

(17,117)

(13,854)

Net cash provided by operating activities

391,805

291,433

INVESTING ACTIVITIES:

Purchases of investments

(122,061)

(231,580)

Maturities of investments

238,297

165,114

Purchases of property and equipment

(112,741)

(59,113)

Capitalized software development costs

(3,029)

(2,660)

Business acquisition

—

(4,350)

Net cash provided by (used in) investing activities

466

(132,589)

FINANCING ACTIVITIES:

Repurchases of Class A common stock

(163,514)

(386,250)

Proceeds from exercise of stock options

2,094

7,940

Taxes paid relating to net settlement of restricted stock

(10,649)

(31,452)

Net cash used in financing activities

(172,069)

(409,762)

Increase (decrease) in cash and cash equivalents

220,202

(250,918)

Cash and cash equivalents—Beginning of period

658,175

1,369,463

Cash and cash equivalents—End of period

878,377

1,118,545

Non-GAAP Financial Metrics

(Amounts in thousands, except per share amounts)

(Unaudited)

The following tables show the Company’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release.

Three Months Ended

March 31,

2026

2025

Net income

39,997

50,678

Add back (deduct):

Depreciation and amortization expense

31,431

23,985

Stock-based compensation expense

109,046

128,253

Interest income, net

(13,369)

(20,132)

Provision for income taxes

38,961

25,091

Adjusted EBITDA

206,066

207,875

Three Months Ended

March 31,

2026

2025

GAAP net income

39,997

50,678

Add back (deduct):

Stock-based compensation expense

109,046

128,253

Adjustment for income taxes

(14,822)

(13,938)

Non-GAAP net income

134,221

164,993

GAAP diluted earnings per share

0.08

0.10

GAAP weighted-average shares outstanding—diluted

476,883

502,944

Non-GAAP diluted earnings per share

0.28

0.33

Non-GAAP weighted-average shares used in computing Non-GAAP earnings per share, diluted

476,883

502,944

Contacts

Investors

IR@thetradedesk.com

Media

PR@thetradedesk.com

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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