Added10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
new or existing client expectations or preferences, which could result in decreased client adoption or use of our platform and related offerings.
Screener
/
SEC EDGAR
/CIK 0001671933
/10-K filed Feb 27, 2026, compared with Feb 21, 2025
/Numbers from the XBRL of the 10-Ks
Nasdaq
Technology · Internet & Software Services
Trade Desk, Inc. TTD
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 21, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
10 paragraphs in Risk Factors of the 10-K filed Feb 27, 2026 with nothing like them in the 10-K filed Feb 21, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
To sustain or increase our revenue, we must regularly add new clients and encourage existing clients to maintain or increase the amount of spend through our platform and adopt existing or new offerings that we make available. If competitors introduce lower cost or differentiated offerings that compete with or are perceived to compete with our offerings, our ability to sell our services to new or existing clients could be impaired. We focus on the value of our platform and related offerings. Agencies and advertisers may have an adverse reaction to the related pricing, which could impair our ability to maintain and attract existing and new clients and our share of their advertising budgets. We have spent
Historically, some of our competitors have sought to differentiate themselves to prospective customers primarily on the basis of artificially low prices, which are enabled by inherent conflicts of interest and a lack of objectivity, and do not account for the overall value delivered to customers. Our future success depends upon our continued ability to distinguish our offerings from competitors based on the value we provide our clients, including superior price discovery with respect to advertising opportunities, without the conflicts of interest and lack of objectivity that come with also selling advertising inventory. Although we believe that we offer differentiated offerings with superior value, some customers may be price sensitive and there is no guarantee that new and existing customers will value our offerings as we intend. They may perceive other offerings as competitive purely on the basis of price and results that are self-reported by such competitors.
Increasingly, state laws require companies like ours to honor opt outs expressed through device-based preference signals, such as the Global Privacy Control (“GPC”), which enable consumers to opt out of relevant activities by all data controllers at once rather than individually. California and other state regulators announced an enforcement sweep focused on how companies honor these signals and California recently enacted a law that will require all browser manufacturers to support the sending of these signals. The proliferation of these laws, including the obligation to honor device-based preference signals and the greater volume of such signals that is likely to result from California’s law, could result in lower availability of data within our platform, our related offerings and the advertising ecosystem more broadly, all of which could result in our platform and related offerings being less valuable to our clients and harm to our business.
Evolving industry standards regarding impression counts and related disputes and customer collections could impact our business and reputation.
In 2025, the global digital advertising ecosystem saw a large increase in supply (ad impression opportunities). Supply growth has meaningfully outpaced demand growth. Overall, we believe this is a positive development for us. This continues to shift the balance of power to the buy-side and the objectivity of our position (by not owning media) is more valuable in this strengthening buyer’s market.
While we believe this is more positive than negative, the distress put on the sell-side caused by increased supply has in cases lowered costs per impressions (“CPMs”) for sellers and publishers and has in some cases (especially for non-premium sellers and publishers) also lowered their fill-rates in addition to CPMs charged. It has also lowered the transparency of some sellers when sending meta-data about individual ad opportunities. This stress on the system poses an incremental risk to all market participants, including us.
As a result of this risk, we have developed and introduced new market-leading products, offerings and incremental efforts to improve the quality of auctions, measurement, counting and reporting (which includes further innovation and industry adoption of our products, including but not limited to OpenPath, OpenAds, OpenSincera, PubDesk and new forms of cost reporting) to continually exceed industry standards. These efforts are intended to help us reduce and manage the expense and risks associated with external reporting dependencies, counting discrepancies, counting disputes, supply chain inefficiencies, and collection risk regarding publishers, sellers, and resellers (our sources of media inventory). In parallel, we are making greater efforts to improve auctions, counting and measurement methodologies. If we do not effectively manage the expense and risks associated with external reporting dependencies, counting discrepancies, counting disputes, supply chain inefficiencies, auction modifications and collection risk, then we and our customers may be harmed, and our business and reputation will be negatively impacted.
impact on our revenue, cash flow and results of operations from period to period if our growth rate declines, if seasonal spend becomes more pronounced, or if seasonality otherwise differs from our expectations.
Show the other 2
inventory, value-added services and data that clients purchase on our platform, and as a consequence, our business, financial condition and results of operations would be adversely impacted.
of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.
Paragraphs in the 10-Q filed Nov 9, 2026 that were not in the one before
New in the latest 10-Q
27 paragraphs in the 10-Q filed Nov 9, 2026 with nothing like them in the 10-Q filed Aug 6, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
In September 2026, the Company granted a market-based performance award to the Company’s Chief Executive Officer, Mr. Green (the “2026 CEO Performance Option”) under the 2025 Incentive Award Plan. If specified target goals for the per share price of the Company’s Class A common stock (ranging from $ 18.00 to $ 105.00 per share, as set forth in the table below) and certain other vesting conditions are satisfied, Mr. Green may purchase up to an aggregate of 7 million shares of the Company’s Class A common stock. Shares subject to the 2026 CEO Performance Option become exercisable and vested (the “Eligible Option Shares”) in seven tranches over a ten-year term to the extent that the average closing price per share of the Company’s Class A common stock on the Nasdaq Global Market, measured over any 20-consecutive-trading-day period, equals or exceeds the applicable per-share stock price following certification by the Company’s board of directors, as set forth in the following table, subject to adjustment for dividends, stock splits, combinations, reorganizations, reclassifications or similar events (the “Stock Price Achievements”):
Read in the 10-Q
The Stock Price Achievements were established to bridge from the Company’s current stock price to the remaining targets set forth in the 2021 CEO Performance Option. The Eligible Option Shares vest at each Vesting Tranche subject to Mr. Green’s continued service as the Company’s CEO as of the applicable vesting date or Mr. Green’s providing any other service to the Company that the Company’s board of directors at that time determines (in its sole discretion) to be sufficient if Mr. Green no longer serves as the Company’s CEO.
Read in the 10-Q
As of September 30, 2026, the 2026 CEO Performance Option had 7 million options outstanding and no exercisable options.
Read in the 10-Q
On August 6, 2026, the Court granted a joint stipulation filed by the parties to consolidate the Gervat v. Green, et al. and Fernicola v. Green, et al. actions. The Court stayed the consolidated action pursuant to the June 2, 2026 stay order entered in the Gervat v. Green, et al. action.
Read in the 10-Q
In September 2026, the Company implemented an organizational realignment (the “2026 Restructuring Plan” or the “Plan”) as part of a company-wide effort to align resources with the Company’s highest-priority growth opportunities, improve operational effectiveness and build a more focused, agile and scalable organization positioned for long-term growth. The Plan included the elimination of positions and the reduction of the Company’s global workforce by approximately 15 %.
Read in the 10-Q
Show the other 22
To the extent termination benefits payable to affected employees are provided under the Company’s existing ongoing benefit arrangements, the related liability for severance and other termination benefits provided under the Plan is recognized when payment of the benefits is probable and the amount is reasonably estimable. Severance and other termination benefits provided under the Plan that are not part of the Company’s existing ongoing benefit arrangements are accounted for as one-time termination benefits. A liability for these benefits is measured at fair value and recognized in the period in which the Company communicated the termination arrangement to affected employees in sufficient detail to enable them to determine the type and amount of benefits they will receive.
Read in the 10-Q
The execution of the actions under the Plan included the provision for cash severance and other termination benefits, primarily health benefits. Other associated costs incurred pursuant to the Plan were immaterial. The Plan did not result in the exit of leased office space or impairments of assets. The identification of positions impacted and the communication of severance and benefits to impacted employees were completed in the third quarter of 2026. The
Read in the 10-Q
Company currently expects payments for cash severance and other termination benefits to be substantially completed by the end of the first quarter of 2027.
Read in the 10-Q
A summary of the Company’s restructuring charges for the three months ended September 30, 2026, by line item in the condensed consolidated statement of operations, is as follows (in thousands):
Read in the 10-Q
Severance and Other Termination Benefits Platform operations $ 3,814 Sales and marketing 15,757 Technology and development 15,379 General and administrative 9,308 Total $ 44,258
Read in the 10-Q
The Company currently expects that the charges under the 2026 Restructuring Plan have been substantially recognized as of September 30, 2026. However, the timing and magnitude of other associated costs not yet incurred are subject to change.
Read in the 10-Q
The following table summarizes the changes in the Company’s restructuring liability, included within accrued expenses and other current liabilities on the condensed consolidated balance sheet as of September 30, 2026 (in thousands):
Read in the 10-Q
Severance and Other Termination Benefits Charges $44,258 Cash payments (13,951) Liability as of September 30, 2026 $30,307
Read in the 10-Q
On October 19, 2026, the Company’s stockholders approved the repricing (the “Repricing”) of certain eligible outstanding stock options granted under the Company's 2025 Incentive Award Plan. The Repricing applied to approximately 14.4 million outstanding stock options held by approximately 2,300 employees and executive officers on October 19, 2026, but excluded non-employee directors, any incentive stock options and the 2021 and 2026 CEO Performance Options. Eligible stock options that had original exercise prices ranging from approximately $ 12.72 to $ 122.23, per share, each of which exceeded the closing price of the Company's Class A common stock on October 19, 2026, were repriced to an exercise price of $ 12.26 per share. The Repricing includes a six-month premium exercise period, whereby the exercise price of a repriced option will revert to its original exercise price if the holder either exercises the option or terminates service, except upon a termination by the Company without cause, within six months following the effective date of the Repricing. There were no changes to the number of shares, the vesting schedules or the expiration dates of the repriced stock options.
Read in the 10-Q
The Repricing resulted in the modification of eligible stock options, and any incremental stock-based compensation expense will be measured as the excess, if any, of the fair value of the repriced eligible stock options immediately following the Repricing over the fair value of the eligible stock options immediately prior to the Repricing. Any incremental stock-based compensation expense will be recognized from the modification date through the longer of the premium exercise period or the original requisite service period. Due to the recency of the Repricing, the Company has not completed its valuation of this modification of eligible stock options as of the date these financial statements were issued.
Read in the 10-Q
In November 2026, an additional $ 731 million was authorized under the Company’s share repurchase program, bringing the total amount available for future repurchases to $ 1 billion. Refer to Note 7 - Capitalization for additional information regarding the share repurchase program.
Read in the 10-Q
In September 2026, we implemented the 2026 Restructuring Plan as a part of a company-wide effort to align resources with our highest-priority growth opportunities, improve operational effectiveness and build a more focused, agile and scalable organization. The Plan included the elimination of positions and the reduction of our global workforce by approximately 15%.
Read in the 10-Q
In connection with the 2026 Restructuring Plan, we recognized approximately $44 million of charges, resulting primarily from the provision for cash severance and other termination benefits. We currently expect that the charges under the 2026 Restructuring Plan have been substantially recognized as of September 30, 2026. However, the timing and magnitude of other associated costs not yet incurred are subject to change.
Read in the 10-Q
As of September 30, 2026, we had liabilities related to the Plan of $30 million recorded in accrued expenses and other current liabilities. We currently expect payments for cash severance and other termination benefits to be substantially completed by the end of the first quarter of 2027.
Read in the 10-Q
decrease in Supplier Components associated with the decrease in Gross Billings apart from seasonality. The decrease in operating lease liabilities was primarily due to rent payments.
Read in the 10-Q
In the third quarter of 2026, we recognized approximately $148 million in operating lease liabilities relating to the expansion of an existing office facility located in the United States, which commenced in the third quarter of 2026 and is expected to expire in 2037. The non-cancelable, undiscounted contractual obligations relating to this operating lease have been included in the non-cancelable contractual obligations table above since the contract’s execution date in 2024.
Read in the 10-Q
(1) We have excluded restructuring charges, which primarily include severance and other termination benefits for affected employees, associated with our 2026 Restructuring Plan from Adjusted EBITDA because such charges are infrequent and non-recurring in nature, are distinct from ongoing operational costs and are not reflective of our ongoing performance or the underlying trends in our business. There was no comparable restructuring plan in the three and nine months ended September 30, 2025.
Read in the 10-Q
Risk Factors
Further, we have in the past and may in the future, from time to time, implement organizational changes to pursue greater efficiency and realign our business and strategic priorities. For example, in September 2026 we implemented an organizational realignment as part of a company-wide effort to align resources with our highest-priority growth opportunities, improve operational effectiveness and build a more focused, agile and scalable organization positioned for long-term growth. In connection with this restructuring, we reduced our global workforce by approximately 15% and
Read in the 10-Q
incurred restructuring charges of approximately $44 million, primarily resulting from the provision for cash severance and other termination benefits. We may not experience the anticipated benefits, in whole or in part, of this realignment, and the related organizational changes, including reductions in our workforce, could result in unintended consequences, such as decreased morale among remaining employees and reputational damage, which could make it more difficult for us to retain existing employees or hire new employees in the future, greater than anticipated costs, the loss of institutional knowledge and expertise, and increased difficulty managing the scale and complexity of our business. Further, if we do not effectively redistribute the duties and obligations of departed employees among our remaining employees, or if employees who were not affected by the reduction in our workforce seek alternative employment, we could incur unplanned additional expenses to ensure adequate resourcing and our productivity and business could be harmed.
Read in the 10-Q
maintaining our relationships with our third-party providers or otherwise need to replace them, internal resources may need to be diverted and our business, financial condition and results of operations could be harmed.
Read in the 10-Q
offset losses resulting from foreign currency exchange rate fluctuations. Moreover, the use of hedging instruments can itself result in losses if we are unable to structure effective hedges with such instruments.
Read in the 10-Q
Share sales and buybacks
We did not repurchase any shares of our Class A common stock during the three months ended September 30, 2026. Refer to Note 7 - Capitalization and Note 13 - Subsequent Events in Part I of this Quarterly Report on Form 10-Q for information regarding our share repurchase program.
Read in the 10-Q
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 9, 2026 against Item 1A of the 10-K filed Feb 27, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
maintain errors or omissions and cyber liability insurance, the costs related to an incident or other security threats or disruptions may not be fully insured or indemnified by other means and insurance and other safeguards might only partially reimburse us for our losses, if at all. We also cannot guarantee that applicable insurance will be available to us in the future on economically reasonable terms or at all.
Added10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
Some Internet users also download free or paid ad-blocking software that not only prevents third-party cookies from being stored on a user’s computer, but also blocks all interaction with a third-party ad server. In addition, Google has
Added10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
by outages and disruptions in the online platforms of our inventory and data suppliers, such as real-time advertising exchanges. Misuse, vulnerabilities, outages and disruptions of our platform and related offerings, including due to cyberattacks, may require engagement with regulators or lead to legal actions, and may harm our reputation and negatively impact our business, financial condition and results of operations.
Added10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
Further, we have in the past and may in the future, from time to time, implement organizational changes to pursue greater efficiency and realign our business and strategic priorities. For example, in September 2026 we implemented an organizational realignment as part of a company-wide effort to align resources with our highest-priority growth opportunities, improve operational effectiveness and build a more focused, agile and scalable organization positioned for long-term growth. In connection with this restructuring, we reduced our global workforce by approximately 15% and
Show the other 19
Added10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
incurred restructuring charges of approximately $44 million, primarily resulting from the provision for cash severance and other termination benefits. We may not experience the anticipated benefits, in whole or in part, of this realignment, and the related organizational changes, including reductions in our workforce, could result in unintended consequences, such as decreased morale among remaining employees and reputational damage, which could make it more difficult for us to retain existing employees or hire new employees in the future, greater than anticipated costs, the loss of institutional knowledge and expertise, and increased difficulty managing the scale and complexity of our business. Further, if we do not effectively redistribute the duties and obligations of departed employees among our remaining employees, or if employees who were not affected by the reduction in our workforce seek alternative employment, we could incur unplanned additional expenses to ensure adequate resourcing and our productivity and business could be harmed.
Added10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
maintaining our relationships with our third-party providers or otherwise need to replace them, internal resources may need to be diverted and our business, financial condition and results of operations could be harmed.
Added10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
• make fundamental changes in our business, such as through certain mergers or dispositions of substantially all of our assets;
Added10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
• permit our subsidiaries to incur or assume additional indebtedness and guarantees; and
Added10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
offset losses resulting from foreign currency exchange rate fluctuations. Moreover, the use of hedging instruments can itself result in losses if we are unable to structure effective hedges with such instruments.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
Our historical revenue growth has lessened the impact of seasonality; however, seasonality could have a more significant impact on our revenue, cash flow and results of operations from period to period if our growth rate declines, if seasonal spend becomes more pronounced, or if seasonality otherwise differs from our expectations.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
For example, Washington’s My Health, My Data Act (“MHMD”) introduced a host of requirements related to a very broadly-defined notion of consumer health data that impacts the advertising industry in part because MHMD and is subject to backed by a private right of action (unlike most other state privacy laws), so plaintiffs’ attorneys could explore claims that stretch the bounds of the law’s text. action.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
For example, perception that our practices involve an invasion of privacy or are designed with insufficient protections, whether or not such practices are consistent with current or future laws, regulations, or industry practices, may subject us to public criticism, additional private class actions, reputational harm, or claims by regulators, which could disrupt our business and expose us to increased liability.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
Even if we are not paid by our clients on time or at all, we are still obligated to pay suppliers for the cost of advertising inventory, value-added services and data that clients purchase on our platform, and as a consequence, our business, financial condition and results of operations would be adversely impacted.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
Today, three major web browsers—Apple’s browsers - Apple’s Safari, Mozilla’s Firefox and Microsoft’s Edge—block Edge - block third-party cookies by default. default and other browsers could follow suit or prompt users to consent to the use of cookies.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
Furthermore, even if we believe that our investments improve or supplement our platform and related offerings, such as updates to our various platform features and user interface, they may nevertheless fail to meet new or existing client expectations or preferences, which could result in decreased client adoption or use of our platform and related offerings.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
Such transitions may can disrupt operations, reduce continuity and efficiency, create uncertainty that may uncertainty, delay decision-making and execution of key initiatives. initiatives and adversely affect our corporate culture and employee morale.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
We also use device and other identifiers to help us achieve our advertisers’ campaign goals, including to limit the instances that an Internet user sees the same advertisement, report information to our advertisers regarding the performance of their advertising campaigns, and detect and prevent malicious behavior and invalid traffic throughout our network of inventory.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
For example, in March 2025, suits lawsuits alleging various privacy tort theories were have been filed against us in the Northern District of California. us.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
For example, Apple has shifted to require user opt-in before permitting access to Apple’s unique advertising identifier, or IDFA, and Google has announced that it will eventually could shift to an opt-in model or deprecate the mobile advertising identifier used on Android devices entirely. devices.
Reworded10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
Compliance with these rules and regulations increases our legal and financial compliance costs, make makes some activities more difficult, time-consuming or costly and increase demand on our systems and resources.
Quiet changes10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
Many also impose data minimization requirements, mandating that companies only collect and process data for certain purposes.
Quiet changes10-Q Nov 9, 2026 vs 10-K Feb 27, 2026
We may also be required to develop alternative non-infringing technology, which could require significant time and expense.
The first 24 of 46 are shown (at most 12 of each type).
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 27, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 21, 2025
restated bylaws ×10restated articles ×8note commitments ×3contingencies litigation ×3rates changes ×2successfully implement ×2legal theories ×2external reporting ×2reporting dependencies ×2dependencies counting ×2counting discrepancies ×2discrepancies counting ×2counting disputes ×2disputes supply ×2collection risk ×2
Where each one is used
- restated bylaws: Our amended and restated articles of incorporation and amended and restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our board of...
- restated articles: Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively have substantial control of the combined voting power of our common stock....
- note commitments: brokers and companies that process health-related data. The FTC could continue to build on this trend under its authority to enforce a relatively new federal law focused on disclosures of certain “sensitive” information by companies operating as data brokers to certain restricted countries or entities “controlled”...
- contingencies litigation: brokers and companies that process health-related data. The FTC could continue to build on this trend under its authority to enforce a relatively new federal law focused on disclosures of certain “sensitive” information by companies operating as data brokers to certain restricted countries or entities “controlled”...
- rates changes: Our business depends on the overall demand for advertising and on the economic health of the agencies and advertisers that use our platform. Market uncertainties or downturns, whether global, local or industry or sector specific, and any associated macroeconomic conditions, such as growing inflation, concerns...
- successfully implement: We operate in a highly competitive and rapidly changing industry. We expect competition to persist and intensify in the future, which could harm our ability to increase revenue and maintain profitability. New technologies and methods of buying advertising present a dynamic competitive challenge, as market...
- legal theories: Information relating to individuals, households and their devices (commonly called “personal information” or “personal data”) is regulated under a wide variety of local, state, national and international laws and regulations that apply to its collection, use, retention, protection, disclosure, transfer (including...
- external reporting: As a result of this risk, we have developed and introduced new market-leading products, offerings and incremental efforts to improve the quality of auctions, measurement, counting and reporting (which includes further innovation and industry adoption of our products, including but not limited to OpenPath, OpenAds,...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
9 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/TTD/export.csv") into a cell.