As filed with the U.S. Securities and Exchange Commission on February 21, 2025.
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
The Trade Desk, Inc.
(Exact name of registrant as specified in its charter)
 
 
Nevada
 27-1887399
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
42 N. Chestnut Street
Ventura, California 93001
Telephone: (805) 585-3434
(Address of Principal Executive Offices) (Zip Code)
The Trade Desk, Inc. 2016 Incentive Award Plan
The Trade Desk, Inc. 2024 Employee Stock Purchase Plan
(Full title of the plan)
Jeff T. Green
Chief Executive Officer
The Trade Desk, Inc.
42 N. Chestnut Street
Ventura, California 93001
(Name and address of agent for service)
Telephone: (805) 585-3434
(Telephone number, including area code, of agent for service)
 
Copies to:
Richard A. Kline
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
 
Jay R. Grant
Chief Legal Officer
The Trade Desk, Inc.
42 N. Chestnut Street
Ventura, California 93001
Telephone: (805) 585-3434
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer 
x
  Accelerated filer ☐
Non-accelerated filer ☐  Smaller reporting company ☐

  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 7(a)(2)(B) of the Securities Act.  ☐
 



EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by The Trade Desk, Inc. (the “Registrant”) for the purpose of registering an additional 24,365,864 shares of the Registrant’s Class A common stock, par value $0.000001 per share (the “Class A Common Stock”), that have become reserved, in the aggregate, for issuance under the Registrant’s 2016 Incentive Award Plan (the “2016 Plan”) and the amended and restated 2024 Employee Stock Purchase Plan (the “ESPP”), with 19,844,043 shares of Class A Common Stock reserved under the 2016 Plan and 4,521,821 shares of Class A Common Stock reserved under the ESPP. These additional shares of Class A Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on September 22, 2016 (File No. 333-213750) and subsequent Registration Statements on Form S-8 were filed with the Commission on May 19, 2017 (File No. 333-218135), March 1, 2018 (File No. 333-223354), February 25, 2019 (File No. 333-229849), February 28, 2020 (File No. 333-236730), February 19, 2021 (File No. 333-253276), February 16, 2022 (File No. 333-262793), February 15, 2023 (No. 333-269803) and February 15, 2024 (File No. 333-277118) (collectively, the “Prior Registration Statements”). This Registration Statement is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are hereby incorporated by reference into this Registration Statement:

 (a)
The contents of the Prior Registration Statements relating to the 2016 Plan and the ESPP, previously filed with the Commission on September 22, 2016 (File No. 333-213750), May 19, 2017 (File No. 333-218135), March 1, 2018 (File No. 333-223354), February 25, 2019 (File No. 333-229849), February 28, 2020 (File No. 333-236730), February 19, 2021 (File No. 333-253276), February 16, 2022 (File No. 333-262793), February 15, 2023 (File No. 333-269803) and February 15, 2024 (File No. 333-277118);
 
 
(b)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 21, 2025;

 
(c)
The Registrant’s Definitive Proxy Statement on Schedule 14A (other than information furnished rather than filed), filed with the Commission on April 12, 2024;
 
 
(d)
The Registrant’s Current Report on Form 8-K, filed with the Commission on February 12, 2025 (solely with respect to Items 5.02 and 8.01); and
 
 
(e)
The description of the Registrant’s Class A common stock, par value $0.000001 per share, contained in Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 21, 2025, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares of Class A Common Stock registered hereunder have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or Current Report on Form 8-K furnished under Items 2.02 or 7.01, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier statement. Any


such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances will any information furnished under Items 2.02 or 7.01 of any Current Report on Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.  


Item 8.
Exhibits.
 
Incorporated by ReferenceFiled Herewith
Exhibit No.  DescriptionFormFiling DateNumber
4.1
10-K
2/21/2025
4.2
4.2
S-1
8/22/2016
10.7
(a)
4.3
S-1

8/22/2016

10.7
(b)
4.4
8-K
12/30/2016

10.1

4.58-K
12/30/2016

10.2

4.6
10-Q
8/8/2024
10.1
5.1
X
23.1
X
23.2
X
24.1
X
107.1
X


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ventura, State of California, on February 21, 2025.
 
THE TRADE DESK, INC.
By: /s/ Laura Schenkein
 Laura Schenkein
 Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Jeff T. Green and Laura Schenkein, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
 
Signature  Title Date
/s/ Jeff T. Green  Chief Executive Officer, Director February 21, 2025
Jeff T. Green(principal executive officer) 
/s/ Laura SchenkeinChief Financial Officer  February 21, 2025
Laura Schenkein(principal financial officer and principal accounting officer) 
/s/ Lise J. BuyerDirectorFebruary 21, 2025
Lise J. Buyer
/s/ Andrea CunninghamDirectorFebruary 21, 2025
Andrea Cunningham
/s/ Kathryn E. FalbergDirectorFebruary 21, 2025
Kathryn E. Falberg
/s/ Samantha Jacobson
Director
February 21, 2025
Samantha Jacobson
Director
February 21, 2025
Alex Kayyal
/s/ Gokul RajaramDirector February 21, 2025
Gokul Rajaram 
/s/ David B. WellsDirector February 21, 2025
David B. Wells 

0001671933EX-FILING FEESsharesiso4217:USDxbrli:pure00016719332025-02-212025-02-21000167193322025-02-212025-02-21000167193312025-02-212025-02-21
Exhibit 107.1
CALCULATION OF FILING FEE TABLES
 
 
 

Form S-8
(Form Type)

The Trade Desk, Inc.
(Exact Name of Registrant as Specified in its Charter)


 
Table 1 – Newly Registered Securities
 
 
Security Type



Security Class Title
Fee Calculation Rule
Amount
Registered (1)
Proposed Maximum Offering Price Per Unit
 
Maximum
Aggregate
Offering Price
 Fee Rate 
Amount of
Registration Fee
Equity
Class A common stock, $0.000001 par value per share, reserved for issuance pursuant to the Registrant's 2016 Incentive Award Plan
Rule 457(c) and Rule 457(h)
19,844,043 (2)
$78.16 (3)
 $1,551,010,400.88 0.0001531 $237,459.70
Equity
Class A common stock, $0.000001 par value per share, reserved for issuance pursuant to the Registrant's 2024 Employee Stock Purchase Plan
Rule 457(c) and Rule 457(h)
4,521,821 (4)
$66.44 (5)
 300,429,787.24 0.0001531 $45,995.81
Total Offering Amounts
24,365,864  $1,851,440,188.12  $283,455.51
Total Fee Offsets
 $0 (6)
Net Fee Due
$283,455.51
 
 


(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock which become issuable under the Registrant’s 2016 Incentive Award Plan (the “2016 Plan”) and the Registrant’s 2024 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Class A common stock.

(2) Reflects an automatic annual increase on January 1, 2025 to the number of shares of the Registrant’s Class A common stock reserved for issuance under the 2016 Plan, which annual increase is provided for in the 2016 Plan.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of $78.16 per share, which represents the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Market on February 19, 2025.

(4) Reflects an automatic annual increase on January 1, 2025 to the number of shares of the Registrant’s Class A common stock reserved for issuance under the ESPP, which annual increase is provided for in the ESPP.

(5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, and based on 85% of $78.16 per share, which represents the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Market on February 19, 2025. Pursuant to the ESPP, the purchase price of the shares of the Registrant’s Class A common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of the Registrant’s Class A common stock on the first trading day of the offering period or on the last trading day of each purchase period.

(6) The Registrant does not have any fee offsets.


Exhibit 5.1
greenbergt1.jpg
            

February 21, 2025


The Trade Desk, Inc.
42 N. Chestnut Street
Ventura, California 93001
Re:     Registration Statement on Form S-8 for shares issuable pursuant to the 2016 Incentive Award Plan, and the amended and restated 2024 Employee Stock Purchase Plan of The Trade Desk, Inc.
        
Ladies and Gentlemen:

We have acted as special Nevada counsel to The Trade Desk, Inc., a Nevada corporation (the “Company”) in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the issuance, offering and/or sale by the Company of up to 24,365,864 shares of the Class A common stock, par value $0.000001 per share (the “Shares”) of the Company, that have become reserved, in the aggregate, for issuance under the Company’s 2016 Incentive Award Plan (the “2016 Plan”) and the amended and restated 2024 Employee Stock Purchase Plan (the “ESPP,” and, together with the 2016 Plan, the “Plans”).
We have examined the Articles of Incorporation and Bylaws of the Company, each as amended to date, the Registration Statement, the Plans, and originals, or copies certified to our satisfaction, of records of the meetings of the directors and stockholders of the Company, and of such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
The opinions expressed above are limited to Chapters 75, 78 and 92A of the Nevada Revised Statutes, including the statutory provisions thereof as well as reported judicial decisions interpreting these laws. Our opinion is rendered only with respect to laws, and the rules, regulations and orders thereunder, which are currently in effect.
We assume that all appropriate actions will be taken, prior to the offer and sale of the Shares in accordance with the Plans, and to register and qualify the Shares for sale under all applicable state securities or “Blue Sky” laws.




February 21, 2025
Page 2

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, and assuming that the consideration, if any, required to be paid in connection with the issuance and sale of shares of Shares under the respective Plan is actually received by the Company as provided in such Plan, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Greenberg Traurig, LLP

GREENBERG TRAURIG, LLP








EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of The Trade Desk, Inc. of our report dated February 21, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in The Trade Desk, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 21, 2025



v3.25.0.1
Submission
Feb. 21, 2025
Submission [Line Items]  
Central Index Key 0001671933
Registrant Name Trade Desk, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 21, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A common stock, $0.000001 par value per share, reserved for issuance pursuant to the Registrant's 2016 Incentive Award Plan
Amount Registered | shares 19,844,043
Proposed Maximum Offering Price per Unit 78.16
Maximum Aggregate Offering Price $ 1,551,010,400.88
Fee Rate 0.01531%
Amount of Registration Fee $ 237,459.7
Offering Note
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock which become issuable under the Registrant’s 2016 Incentive Award Plan (the “2016 Plan”) and the Registrant’s 2024 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Class A common stock.
(2) Reflects an automatic annual increase on January 1, 2025 to the number of shares of the Registrant’s Class A common stock reserved for issuance under the 2016 Plan, which annual increase is provided for in the 2016 Plan.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of $78.16 per share, which represents the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Market on February 19, 2025.
(6) The Registrant does not have any fee offsets.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A common stock, $0.000001 par value per share, reserved for issuance pursuant to the Registrant's 2024 Employee Stock Purchase Plan
Amount Registered | shares 4,521,821
Proposed Maximum Offering Price per Unit 66.44
Maximum Aggregate Offering Price $ 300,429,787.24
Fee Rate 0.01531%
Amount of Registration Fee $ 45,995.81
Offering Note
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock which become issuable under the Registrant’s 2016 Incentive Award Plan (the “2016 Plan”) and the Registrant’s 2024 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Class A common stock.
(4) Reflects an automatic annual increase on January 1, 2025 to the number of shares of the Registrant’s Class A common stock reserved for issuance under the ESPP, which annual increase is provided for in the ESPP.
(5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, and based on 85% of $78.16 per share, which represents the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Market on February 19, 2025. Pursuant to the ESPP, the purchase price of the shares of the Registrant’s Class A common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of the Registrant’s Class A common stock on the first trading day of the offering period or on the last trading day of each purchase period.
(6) The Registrant does not have any fee offsets.
v3.25.0.1
Fees Summary
Feb. 21, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 1,851,440,188.12
Total Fee Amount 283,455.51
Total Offset Amount 0
Net Fee $ 283,455.51
The Trade Desk (NASDAQ:TTD)
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