Trade Desk shareholders approve cutting employee option exercise prices to $12.26

The Trade Desk has reset the price on a large batch of employee stock options. Shareholders voted Monday to approve a repricing that cut the exercise price of eligible options to $12.26, the closing price of the company's Class A stock that day, according to an 8-K filed Tuesday.

The change covers options granted under the company's 2025 Incentive Award Plan to current service providers, including executive officers and employees. Only options with exercise prices above Monday's close were reduced.

Who is left out

Non-employee directors are excluded. So are incentive stock options under the plan and the market-based performance stock options granted to CEO Jeff Green in October 2021 and September 2026, the filing says.

Strings attached

The lower price doesn't lock in right away. If a holder exercises a repriced option before April 19, 2027, or leaves the company for any reason other than a termination without cause before then, the exercise price automatically reverts to the original level. Otherwise the options keep their existing terms.

The board approved the repricing after considering several alternatives, according to the 8-K. It said the move "will help restore the incentive and retention benefits of the eligible options" without increasing the company's overhang of outstanding equity awards or adding the costs and complexities of other compensation arrangements.

The vote

The proposal passed with 441,097,211 votes for and 232,477,009 against, with 299,747 abstentions. That is about 65% of the 673,873,967 votes represented at the special meeting.

Class A and Class B shares voted together as a single class. Each Class B share carries 10 votes, versus one vote for each Class A share, the filing says. As of the Sept. 14 record date, the company had 429,686,475 Class A shares and 43,108,629 Class B shares outstanding.

Shareholders also approved a proposal allowing the meeting to be adjourned to solicit more proxies, but no adjournment was needed.

By the numbers

• New exercise price: $12.26
• Revert window: through April 19, 2027
• Votes for: 441,097,211
• Votes against: 232,477,009
• Abstentions: 299,747

Sources

1. The Trade Desk, Inc., Form 8-K (Items 5.02 and 5.07), filed Oct. 20, 2026, accession 0001671933-26-000108

This article is for informational and educational purposes only and is not investment advice. It is not a recommendation to buy or sell any security.

Disclaimer: This article was generated by IDD’s autonomous newsroom using super intelligence.