
TTD$12.65▲ 3.2%Trade Desk CEO's 10-vote shares cast at least 187.8M yes votes on a reset of his options
The Trade Desk's April proxy listed "No Stock Option Re-pricing" among practices it avoids, absent shareholder approval. On Oct. 19 shareholders approved a reset to $12.26, it said. By KeyVex's math, the yes votes needed its CEO's 10-vote shares.
KeyVex News··6 min readFact-checked against 6 public records
KeyVex News··6 min readFact-checked against 6 public records
TTD$12.65▲ 3.2%Close, Oct. 20. Prices from Tiingo.The short versionTap to readTap to close
- A stock option lets an employee buy shares at a set price, its exercise price. When the stock trades below that price, the option is "underwater": exercising it gains nothing.
- The reset covers options held by 2,342 employees and four executives, chief executive Jeff Green among them. Each one priced above $12.26, some as high as $122.59, is now $12.26.
- Green controls Class B shares that carry 10 votes each: about half of all votes. Boardroom Alpha, a governance research site, called the outcome "largely his to decide."
- A lower price is not cash in hand: on Oct. 19 the new price equaled the stock price. The company says it will book any added value as pay expense, and has given no figure.
- Next on the record: until April 19, 2027, a holder who leaves, other than by a termination without cause, or who exercises gets the original price back.
The vote: Shareholders of The Trade Desk approved cutting the exercise price of its underwater employee and executive stock options at a special meeting on Oct. 19, the company said in a filing the next morning.8-K Every eligible option priced above that day's close was reset to it: $12.26.8-KChart data
The April line: In April, the company's annual proxy statement, the document it sends shareholders before they vote, listed "No Stock Option Re-pricing" among pay practices it avoids. The same passage says its plan bars a repricing "without the approval of our stockholders."DEF 14A
Why it matters: The yes total rested on one holder's shares, and the reset covers 1.62 million of his own options. Jeff Green, the co-founder and chief executive, controls 42.1 million of the company's 43.1 million Class B shares, which carry 10 votes each.DEF 14A The 441.1 million yes votes outnumbered every vote at the meeting outside those Class B shares, at most about 253.3 million, by KeyVex's math. So at least 187.8 million of the yes votes came from those Class B shares. The filing itself reports only totals.8-KVotes
The Trade Desk's stock and the road to the repricingDaily close, Oct. 1, 2024 to Oct. 20, 2026 ▼ 88.4%Show chartHide chart
What the reset does
The repricing covers up to 15.6 million options, about 3.3% of all the company's shares. They were granted from April 2017 through Sept. 16, 2026, at exercise prices from $3.69 to $122.59.DEF 14A Options already priced below $12.26 keep their price. Anyone who leaves, other than by a termination without cause, or who exercises before April 19, 2027, gets the original price back.8-K
Green's 1.62 million eligible options carry average exercise prices from $25.00 to $74.90, depending on the price range.DEF 14A Exercising all of them would have cost about $70.0 million. At $12.26 it would cost about $19.8 million, by KeyVex's math from the proxy's tables. For the four current executive officers together, Green included, the cost falls from about $123.9 million to about $39.1 million.Exercise cost The proxy itself says approval "may benefit our executive officers and their successors."DEF 14A
View the data
| Holder | Total cost to exercise | Note |
|---|---|---|
| Jeff Green, before (1,618,489 eligible options) | $70.0M | $70,000,020: each price range's option count times its average exercise price, from the proxy |
| Jeff Green, at $12.26 (The same options) | $19.8M | $19,842,675: 1,618,489 times $12.26 |
| Four executives, before (3,186,931 eligible options, Green's included) | $123.9M | $123,901,873, computed from the proxy's executive-officer table |
| Four executives, at $12.26 (The same options) | $39.1M | $39,071,774: 3,186,931 times $12.26 |
The proxy gives option counts and average exercise prices by price range as of Sept. 16, 2026, so these totals are approximate. A lower cost is not a gain: right after the reset, the exercise price equals the share price. Source: The Trade Desk special-meeting proxy statement, Sept. 18, 2026.
A lower exercise price is not cash in hand. On the day of the reset, the new price equaled the stock price, so exercising gained nothing; the options pay only if the stock rises above $12.26.8-K
Who carried the vote
The repricing needed a majority of the votes cast.DEF 14A It got 441.1 million for and 232.5 million against. The no votes alone equaled about 92% of every vote at the meeting outside Green's Class B shares.8-KVotes
Green holds those shares through the Jeff Green Trust and family trusts he controls, and disclaims ownership of the latter beyond his financial interest. The proxy put his voting power at 50.2% on July 31, a figure that counts about 4 million options he could exercise. On shares alone it was about 49.8% on the record date, by KeyVex's math.DEF 14A
The yes votes outnumbered every vote at the meeting outside Green's Class B sharesShow chartHide chart
View the data
| Item | Millions of votes | Note |
|---|---|---|
| Votes for the repricing (Oct. 19 special meeting) | 441.1M votes | 441,097,211 votes, per the Oct. 20 Form 8-K |
| Votes carried by Green's Class B shares (At least, at the meeting) | 420.5M votes | At least 42,054,159 of the 42,071,879 Class B shares Green controls (July 31, per the proxy) were present, since only 17,720 Class B shares were absent; times 10. The 8-K does not say how they voted |
| Every other vote at the meeting (At most) | 253.3M votes | 673,873,967 votes represented, less 420,541,590: KeyVex's math |
| Votes against (Oct. 19 special meeting) | 232.5M votes | 232,477,009 votes, per the Oct. 20 Form 8-K |
Votes for and against are from the company's Form 8-K. Green's Class B holdings are as of July 31, per the proxy; Class B shares outstanding were the same on the Sept. 14 record date. The filing does not say how any holder voted. Sources: Form 8-K, Oct. 20, 2026; proxy statement, Sept. 18, 2026.
Boardroom Alpha, a research site that covers corporate governance, made the same point before the meeting. Because Green controls about half the votes, "the outcome is largely his to decide," it wrote on Oct. 13.Boardroom Alpha It also said that in fund vote reports from 2023 through mid-2026, most funds that voted were against each of 21 straight repricings of options or similar rights.Boardroom Alpha
What the board said
No Stock Option Re-pricing. Our employee stock plan does not permit stock options or stock appreciation rights to be repriced to a lower exercise or strike price without the approval of our stockholders.
The board approved the reset on Aug. 13, subject to the vote.DEF 14A Underwater options "may be perceived by their holders as having little or no incentive and retention effect," it told shareholders. It called the reset "a straightforward and cost-effective means of resetting the incentive value."DEF 14A
Among the alternatives it weighed, the board said, a swap of old options for new awards would have fallen under tender-offer rules. Fresh grants would have added to the shares set aside for awards.DEF 14A
Boardroom Alpha said the case holds up for rank-and-file staff but is much weaker for the executives, because the board gave them new awards in September and asks little new of them in return. "A reset should not shield them from a decline that shareholders have absorbed," it wrote.Boardroom Alpha
What the reset leaves out
Green's two performance options, from October 2021 and September 2026, are not part of the reset "at this time," the proxy says. Neither are tax-favored incentive stock options or non-employee directors' awards.DEF 14A The newer grant, made Sept. 14, lets Green buy up to 7 million shares at $14.97, that day's close. It vests in stages if the stock holds prices from $18 to $105.8-K
The company called those targets "a bridge from the Company's current stock price" to those of his 2021 grant. Green recused himself from the board's vote on it.8-K On Oct. 20 the stock closed at $12.65, below that grant's $14.97 price.Chart data
For every repriced option, Green's included, the new price is not settled until April 19, 2027.8-K The company says it will book any added value from the reset as pay expense. As of Oct. 21, it had not put a figure in a filing.DEF 14A
What to watch
The quarterly report for the period ended Sept. 30, which the Sept. 14 8-K says will include the award agreement for Green's new performance option.
Deadline for shareholder proposals for the 2027 annual meeting's proxy, per the special-meeting proxy.
Until this date, a holder who leaves, other than by a termination without cause, or who exercises gets the original exercise price back.
The paper trail
The Trade Desk's SEC filings cited in this story, April 9 through Oct. 20, 2026, with the time EDGAR accepted each one.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| April 9, 4:03 p.m. | DEF 14A | The Trade Desk | Annual proxy. Lists "No Stock Option Re-pricing" among practices it avoids. |
| Aug. 6, 4:09 p.m. | 8-K | The Trade Desk | Second-quarter 2026 results. |
| Sept. 14, 6:55 p.m. | 8-K | The Trade Desk | Filed Sept. 15. Green's performance option on up to 7,000,000 shares at $14.97. |
| Sept. 18, 9:01 a.m. | DEF 14A | The Trade Desk | Special-meeting proxy: up to 15,582,540 eligible options; Green's 50.2% of voting power. |
| Oct. 7, 6:46 p.m. | DEFA14A | The Trade Desk | Filed Oct. 8. Supplement: abstentions have no effect on the repricing vote. |
| Oct. 20, 9:03 a.m. | 8-K | The Trade Desk | The repricing to $12.26, and the vote: 441,097,211 for, 232,477,009 against. |
Sources
9 sources, 6 of them public records
Public records
- The Trade Desk, Inc., Form 8-K: option repricing (Item 5.02) and special-meeting vote results (Item 5.07)SEC EDGAR · Oct. 20, 2026
- The Trade Desk, Inc., definitive proxy statement (DEF 14A) for the Oct. 19, 2026 special meetingSEC EDGAR · Sept. 18, 2026
- The Trade Desk, Inc., supplement to the special-meeting proxy statement (DEFA14A)SEC EDGAR · Oct. 8, 2026
- The Trade Desk, Inc., 2026 annual meeting proxy statement (DEF 14A)SEC EDGAR · April 9, 2026
- The Trade Desk, Inc., Form 8-K: performance stock option granted to Jeff Green (Item 5.02)SEC EDGAR · Sept. 15, 2026
- The Trade Desk, Inc., Form 8-K, Exhibit 99.1: second-quarter 2026 resultsSEC EDGAR · Aug. 6, 2026
Reporting
- "Trade Desk asks to reset its underwater options. Shareholders get no reset." (Executive Brief)Boardroom Alpha · Oct. 13, 2026
Data
- End-of-day prices for TTD, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 20, 2026
- The chart's Filings layer: KeyVex's Congress trade, insider trade, Form 144, 8-K and lobbying records for TTDKeyVex · through Oct. 20, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends; the chart runs through the Oct. 20, 2026 close. The Nasdaq 100 and S&P 500 lines follow QQQ and SPY, rebased to The Trade Desk's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's Trade Desk page, a selection of congressional trades, insider trades, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- Votes: the 8-K reports 286,055,786 shares represented, carrying 673,873,967 votes. Each Class B share carries nine more votes than a Class A share, so the Class B shares present were (673,873,967 minus 286,055,786) divided by 9, or 43,090,909, and the Class A shares present 242,964,877. Green controlled 42,071,879 Class B shares on July 31, per the proxy, and Class B shares outstanding were unchanged at the record date. Only 17,720 Class B shares were absent, so at least 42,054,159 of his were present, carrying 420,541,590 votes. All other votes at the meeting were at most 673,873,967 minus 420,541,590, or 253,332,377; that figure includes Green's Class A shares. The yes total, 441,097,211, exceeds it by 187,764,834, so at least that many yes votes came from Green's Class B shares; the no total, 232,477,009, equals 91.8% of it. Green's record-date voting power on shares alone: 42,071,879 Class B times 10 plus 7,608,547 Class A (July 31 holdings, excluding options), or 428,327,337 of 860,772,765 votes, 49.8%. The 8-K reports totals only, not how any holder voted. If the trusts Green controls voted all their shares the same way, the votes outside them were about 20 million for and 232.5 million against.
- Exercise costs: the proxy gives, for each holder and price range, the number of eligible options and their weighted-average exercise price, as of Sept. 16, 2026. Multiplying and adding gives about $70,000,020 for Green's 1,618,489 options (a weighted average of $43.25) and $123,901,873 for the four current executive officers' 3,186,931. At $12.26 the same options would cost $19,842,675 and $39,071,774. Green's performance options are not eligible and are not included. Every executive range averages above $12.26, so all of these options are repriced.
- Shares outstanding for the 3.3% figure: 429,686,475 Class A plus 43,108,629 Class B on the Sept. 14 record date.




