The Trade Desk (TTD) Proxy filing summary

Executive summary

• Special meeting scheduled for October 19, 2026, to address two key proposals: repricing certain stock options and potential adjournment to solicit more proxies if needed.

• Only holders of Class A or Class B common stock as of September 14, 2026, are eligible to vote, with Class B shares carrying ten votes per share.

• Voting can be conducted online, by phone, mail, or during the virtual meeting.

• Board recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal One seeks approval to reprice certain outstanding stock options under the 2025 Incentive Award Plan, affecting up to 15,582,540 shares.

• Proposal Two allows adjournment of the meeting to solicit additional proxies if insufficient votes are received for Proposal One.

• Both proposals require a majority of votes cast to pass; abstentions and broker non-votes do not affect outcomes.

• Shareholders can submit proposals for the 2027 annual meeting by specific deadlines and in compliance with bylaws.

Board of directors and corporate governance

• Board and compensation committee, with input from independent consultants, reviewed alternatives before recommending the repricing.

• Non-employee directors are excluded from the repricing.

• Proxy holders for the meeting are Jeff Green, Nate Olmstead, and Jay Grant.