Trade Desk Files 8-K: Rights, Bylaws, Shareholder Votes

Ticker: TTD · Form: 8-K · Filed: 2025-09-17T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, bylaws, shareholder-vote

Related Tickers: TTD

TL;DR

Trade Desk filed an 8-K on 9/16/25 covering shareholder votes, bylaw changes, and rights modifications.

AI Summary

On September 16, 2025, The Trade Desk, Inc. filed an 8-K report detailing several key events. These include material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate governance and structural updates for The Trade Desk, Inc., potentially impacting shareholder rights and company operations.

Risk Assessment

Risk Level: low — This is a routine 8-K filing detailing corporate actions and does not inherently signal new risks.

Key Numbers

Key Players & Entities

FAQ

What specific material modifications were made to the rights of security holders?

The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in this summary section of the 8-K.

What amendments were made to The Trade Desk, Inc.'s articles of incorporation or bylaws?

The 8-K report states that amendments to the articles of incorporation or bylaws were made, but the exact nature of these amendments is not detailed in the provided text.

What matters were submitted to a vote of security holders?

The filing confirms that matters were submitted to a vote of security holders, however, the specific proposals or resolutions are not outlined in this excerpt.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on September 16, 2025.

What is the principal executive office address for The Trade Desk, Inc.?

The principal executive offices of The Trade Desk, Inc. are located at 42 N. Chestnut Street, Ventura, California 93001.

Filing Stats: 1,080 words · 4 min read · ~4 pages · Grade level 11.1 · Accepted 2025-09-17 16:03:20

Key Financial Figures

Filing Documents

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. As described in Item 5.07 below, at a special meeting of stockholders (the "Special Meeting") of The Trade Desk, Inc. (the "Company") held on September 16, 2025, the stockholders of the Company approved the amendment and restatement of the Company's articles of incorporation (as amended, the "Amended Articles"). The information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. The description of the Amended Articles included in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to Proposal 1 in the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on July 24, 2025 (the "Proxy Statement") and the full text of the marked version of the Amended Articles filed as Appendix A-2 to the Proxy Statement. The Amended Articles became effective on September 16, 2025 upon filing with the Nevada Secretary of State.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 10, 2025, the Company's board of directors (the "Board") approved and adopted, contingent on stockholder approval of the Amended Articles, an amendment and restatement of the Company's bylaws (as amended, the "Amended Bylaws"), which became effective on September 16, 2025. The Amended Bylaws clarify that the lead independent director of the Board may call special meetings of the Company's independent directors at any time to discuss any topic that any independent director deems appropriate. The Amended Bylaws are filed herewith as Exhibit 3.1. The foregoing description of the changes contained in the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, which is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 16, 2025, the Company held the Special Meeting. As of the record date for the Special Meeting, which was established by the Board to be the close of business on July 21, 2025, there were 445,649,241 shares of the Company's Class A common stock, par value $0.000001 per share (the "Class A Common Stock"), outstanding (each entitled to one vote per share) and 43,275,936 shares of the Company's Class B common stock, par value $0.000001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), outstanding (each entitled to 10 votes per share). The Common Stock voted as a single class on all matters. Of the 488,925,177 shares of Common Stock outstanding as of the record date, 356,794,733 shares were represented at the Special Meeting, together representing a total of 746,006,717 votes, or a majority of the voting power of all issued and outstanding shares of Common Stock as of the record date, and constituting a quorum under the Company's bylaws as then in effect. The stockholders considered two proposals at the Special Meeting, each of which are described in more detail in the Proxy Statement. The final number of votes cast for and against and the final number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below. Proposal 1. The stockholders approved an amendment and restatement of the Company's Amended Articles to change the date all shares of Class B Common Stock will automatically convert into Class A Common Stock to December 22, 2035 and to waive jury trials for internal actions in conformity with recent Nevada law updates by the following vote: For Against Abstain Broker Non-Votes 516,037,827 228,364,796 1,604,094 0 Proposal 2. The stockholders approved one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are being filed herewith: Exhibit No. Description 3.1 Amended and Restated Bylaws of The Trade Desk, Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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: September 17, 2025 By: /s/ Jay Grant Jay Grant Chief Legal Officer

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