Form 8-K

8-K — Trade Desk, Inc.

Accession: 0001671933-26-000085

Filed: 2026-08-06

Period: 2026-08-06

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-20260806.htm (Primary)

EX-99.1 (ttd-20260806x8kexx991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ttd-20260806.htm · Sequence: 1

ttd-20260806

0001671933false00016719332026-08-062026-08-06

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): August 6, 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 August 6, 2026, The Trade Desk, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 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 August 6, 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: August 6, 2026

By:

/s/ Nate Olmstead

Nate Olmstead

Chief Financial Officer

(Principal Financial Officer)

EX-99.1

Filename: ttd-20260806x8kexx991.htm · Sequence: 2

Document

Exhibit 99.1

The Trade Desk Reports Second Quarter 2026 Financial Results

LOS ANGELES--(BUSINESS WIRE)--August 6, 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 second quarter ended June 30, 2026.

“This quarter did not meet the standard we set for ourselves, but it has reinforced our belief that we are focused on the right opportunities for the future,” said Jeff Green, Co-Founder and CEO of The Trade Desk. “Marketers are navigating a complex environment, but complexity increases the value of decisioning, measurement and AI. We have a clear understanding of the factors that impacted our performance, and we are taking decisive action to strengthen our execution, upgrade our platform, and sharpen our focus on the areas where we can create the greatest value. While there is work ahead, I am confident our actions will help marketers drive better business outcomes and support the shift of media budgets toward the open internet.”

Second Quarter 2026 Financial Highlights:

The following table summarizes the Company’s unaudited consolidated financial results for the three and six months ended June 30, 2026 and 2025 ($ in millions, except per share amounts):

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

GAAP Results

Revenue

715

694

1,404

1,310

Increase in revenue year over year

Net income

104

141

Net income margin

GAAP diluted earnings per share

0.14

0.18

0.22

0.28

Non-GAAP Results

Adjusted EBITDA

241

271

447

479

Adjusted EBITDA margin

Non-GAAP net income

158

203

292

368

Non-GAAP diluted earnings per share

0.34

0.41

0.62

0.74

Second Quarter and Recent Business Highlights:

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

•New Innovation and Partnership Announcements:

◦Dentsu named The Trade Desk as the first DSP partner for its new end-to-end retail data offering from New Stream Media.

◦The Trade Desk expanded its commerce media ecosystem through integrations with leading travel, hospitality and mobility including Booking.com, Agoda, Kayak, Priceline, Marriott, Uber and United Airlines, helping advertisers activate high-intent commerce and travel signals and unify campaign activation, measurement and optimization across the open internet.

◦Databricks named The Trade Desk a launch partner for CustomerLake, connecting first-party data and agentic AI directly to media execution across the open internet.

◦Adobe and The Trade Desk forged a new integration connecting paid media exposure data directly to first-party profiles in Adobe Real-Time CDP.

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

◦Netflix joined The Trade Desk’s Sellers and Publishers 500+, enabling advertiser access to Netflix’s premier streaming environment automatically through the company’s scaled inventory marketplace.

◦Samsung Ads opened its premium home screen inventory to programmatic buyers, with The Trade Desk named among the first platforms granted access, giving advertisers a unified view of creative and measurement performance.

•Strengthened Executive Leadership and Governance:

◦The Trade Desk recently appointed Nate Olmstead as Chief Financial Officer, Sarah Gavin as Chief Marketing Officer and EVP, Kristi Argyilan as Chief Commercial Officer and EVP, Ron Lamprecht as Chief Business Development Officer and SVP, and Vinny Rinaldi as Vice President of Client Strategy & Growth, further strengthening the company’s leadership across finance, marketing, commercial strategy, data partnerships and strategic partnerships.

◦The Company also added advertising, AI, and global scaling expertise to its Board of Directors, through the appointments of Penry Price and David Haddad to its board of directors.

•Share Repurchases: The Company used approximately $78 million of cash to repurchase its Class A common stock in the second quarter of 2026. As of June 30, 2026, the Company had $269 million available and authorized for repurchases.

•Industry Recognition:

◦Wall Street Journal’s Best Companies for the Future, 2026

◦Newsweek’s America’s Greatest Workplaces, 2026

◦Newsweek’s America’s Greatest Workplaces for Entry Level, 2026

◦QKS SPARK Matrix, Leader - Ad Tech Platforms, 2026

Financial Guidance:

Third Quarter 2026 outlook summary:

•Revenue at least $650 million

•Adjusted EBITDA of approximately $160 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.

Second Quarter 2026 Financial Results Webcast and Conference Call Details

•When: August 6, 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 877-545-0320. For callers outside the United States, please dial +1-973-528-0002. Participants should reference the conference call ID code “515323” 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: 54293). Outside the United States, please dial +1-919-882-2331 (replay code: 54293). The audio replay will be available via telephone until August 13, 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

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

715,057

694,039

1,403,914

1,310,060

Operating expenses (1):

Platform operations

184,333

150,980

366,303

293,819

Sales and marketing

174,404

161,131

346,583

313,874

Technology and development

140,742

134,251

283,462

266,653

General and administrative

114,001

130,900

239,342

264,485

Total operating expenses

613,480

577,262

1,235,690

1,138,831

Income from operations

101,577

116,777

168,224

171,229

Other expense (income):

Total other income, net

(11,514)

(16,424)

(23,825)

(37,741)

Income before income taxes

113,091

133,201

192,049

208,970

Provision for income taxes

48,697

43,072

87,658

68,163

Net income

64,394

90,129

104,391

140,807

Earnings per share:

Basic

0.14

0.18

0.22

0.29

Diluted

0.14

0.18

0.22

0.28

Weighted-average shares outstanding:

Basic

468,359

490,631

471,494

492,767

Diluted

469,948

495,776

473,397

499,340

___________________________

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

THE TRADE DESK, INC.

STOCK-BASED COMPENSATION EXPENSE

(Amounts in thousands)

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Platform operations

8,816

9,083

17,214

18,300

Sales and marketing

30,645

30,368

57,663

59,304

Technology and development

43,138

42,800

83,921

83,781

General and administrative (1)

26,957

46,634

59,804

95,753

Total

109,556

128,885

218,602

257,138

___________________________

(1) Includes stock-based compensation expense relating to a long-term CEO performance grant of $19 million for the three months ended June 30, 2025, as well as $5 million and $43 million for the six months ended June 30, 2026 and 2025, respectively. There was no stock-based compensation expense relating to a long-term CEO performance grant in the three months ended June 30, 2026.

THE TRADE DESK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

As of June 30,

2026

As of December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

1,122,979

658,175

Short-term investments, net

362,354

644,882

Accounts receivable, net

3,200,824

3,770,194

Prepaid expenses and other current assets

129,670

187,753

Total current assets

4,815,827

5,261,004

Property and equipment, net

455,151

396,819

Operating lease assets

335,228

342,042

Deferred income taxes

55,700

Other assets, non-current

102,540

97,655

Total assets

5,764,446

6,153,220

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

2,562,580

3,007,651

Accrued expenses and other current liabilities

150,174

181,991

Operating lease liabilities

80,922

76,355

Total current liabilities

2,793,676

3,265,997

Operating lease liabilities, non-current

353,188

359,975

Other liabilities, non-current

43,230

42,857

Total liabilities

3,190,094

3,668,829

Stockholders’ equity:

Preferred stock

—

Common stock

—

Additional paid-in capital

3,293,840

3,075,303

Accumulated deficit

(719,488)

(590,912)

Total stockholders’ equity

2,574,352

2,484,391

Total liabilities and stockholders’ equity

5,764,446

6,153,220

THE TRADE DESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

Six Months Ended June 30,

2026

2025

OPERATING ACTIVITIES:

Net income

104,391

140,807

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

Depreciation and amortization expense

61,571

50,689

Stock-based compensation expense

218,602

257,138

Noncash lease expense

38,057

34,253

Provision for expected credit losses on accounts receivable

4,290

1,177

Gain on sale of property and equipment

(13,772)

—

Other

4,850

(13,899)

Changes in operating assets and liabilities:

Accounts receivable

548,109

80,033

Prepaid expenses and other current and non-current assets

59,754

(18,281)

Accounts payable

(427,941)

(19,839)

Accrued expenses and other current and non-current liabilities

(16,828)

(24,081)

Operating lease liabilities

(35,684)

(31,551)

Net cash provided by operating activities

545,399

456,446

INVESTING ACTIVITIES:

Purchases of investments

(238,872)

(577,834)

Sales of investments

112,060

—

Maturities of investments

409,583

346,120

Purchases of property and equipment

(125,966)

(104,352)

Proceeds from sale of property and equipment

15,513

—

Capitalized software development costs

(7,399)

(5,739)

Business acquisition

—

(4,350)

Net cash provided by (used in) investing activities

164,919

(346,155)

FINANCING ACTIVITIES:

Repurchases of Class A common stock

(241,331)

(647,093)

Proceeds from exercise of stock options

4,706

14,085

Proceeds from employee stock purchase plan

11,929

32,450

Taxes paid relating to net settlement of restricted stock

(20,818)

(57,048)

Proceeds from short-term borrowings

—

74,239

Net cash used in financing activities

(245,514)

(583,367)

Increase (decrease) in cash and cash equivalents

464,804

(473,076)

Cash and cash equivalents—Beginning of period

658,175

1,369,463

Cash and cash equivalents—End of period

1,122,979

896,387

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

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net income

64,394

90,129

104,391

140,807

Add back (deduct):

Depreciation and amortization expense

30,140

26,704

61,571

50,689

Stock-based compensation expense

109,556

128,885

218,602

257,138

Interest income, net

(11,508)

(18,035)

(24,877)

(38,167)

Provision for income taxes

48,697

43,072

87,658

68,163

Adjusted EBITDA

241,279

270,755

447,345

478,630

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

GAAP net income

64,394

90,129

104,391

140,807

Add back (deduct):

Stock-based compensation expense

109,556

128,885

218,602

257,138

Adjustment for income taxes

(16,396)

(15,940)

(31,218)

(29,878)

Non-GAAP net income

157,554

203,074

291,775

368,067

GAAP diluted earnings per share

0.14

0.18

0.22

0.28

GAAP weighted-average shares outstanding—diluted

469,948

495,776

473,397

499,340

Non-GAAP diluted earnings per share

0.34

0.41

0.62

0.74

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

469,948

495,776

473,397

499,340

Contacts

Investors

IR@thetradedesk.com

Media

PR@thetradedesk.com

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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