ttd-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 10-Q

______________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-37879

______________________________

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

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (805) 585-3434

N/A

(Former name, former address and former fiscal year, if changed since last report)

______________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.000001 per share

TTD

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

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

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of July 31, 2025, the registrant had 445,666,933 shares of Class A common stock and 43,275,936 shares of Class B common stock outstanding.

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THE TRADE DESK, INC.

QUARTERLY REPORT ON FORM 10-Q

INDEX


		Page
Part I.	FINANCIAL INFORMATION	3
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30 , 2025 and December 31, 2024	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30 , 2025 and 2024	4
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30 , 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
Part II.	OTHER INFORMATION	28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 5.	Other Information	56
Item 6.	Exhibits	57
Signatures		58

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

THE TRADE DESK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par values)

(Unaudited)


	As of June 30, 2025		As of December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	896,387	$	1,369,463
Short-term investments, net	790,874		552,026
Accounts receivable, net of allowance for credit losses of $12,338 and $11,244 as of June 30, 2025 and December 31, 2024, respectively	3,254,908		3,330,343
Prepaid expenses and other current assets	111,546		84,626
TOTAL CURRENT ASSETS	5,053,715		5,336,458
Property and equipment, net	309,975		209,332
Operating lease assets	269,309		263,761
Deferred income taxes	228,948		230,214
Other assets, non-current	95,862		72,186
TOTAL ASSETS	$	5,957,809	$	6,111,951
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities:
Accounts payable	$	2,724,093	$	2,631,213
Accrued expenses and other current liabilities	152,477		177,760
Operating lease liabilities	72,414		64,492
TOTAL CURRENT LIABILITIES	2,948,984		2,873,465
Operating lease liabilities, non-current	271,135		247,723
Other liabilities, non-current	41,857		41,618
TOTAL LIABILITIES	3,261,976		3,162,806
Commitments and contingencies (Note 11)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of June 30, 2025 and December 31, 2024	—		—
Common stock, par value $0.000001 Class A, 1,000,000 shares authorized; 446,622 and 452,182 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively Class B, 95,000 shares authorized; 43,276 and 43,919 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	—		—
Additional paid-in capital	2,858,189		2,594,896
Retained earnings (accumulated deficit)	(162,356)		354,249
TOTAL STOCKHOLDERS’ EQUITY	2,695,833		2,949,145
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,957,809	$	6,111,951

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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THE TRADE DESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	694,039	$	584,550	$	1,310,060	$	1,075,803
Operating expenses:
Platform operations	150,980		110,459		293,819		214,089
Sales and marketing	161,131		133,867		313,874		255,592
Technology and development	134,251		110,035		266,653		217,721
General and administrative	130,900		135,469		264,485		265,024
Total operating expenses	577,262		489,830		1,138,831		952,426
Income from operations	116,777		94,720		171,229		123,377
Other expense (income):
Interest income, net	(18,035)		(17,817)		(38,167)		(34,478)
Foreign currency exchange loss (gain), net	1,611		45		426		(670)
Total other income, net	(16,424)		(17,772)		(37,741)		(35,148)
Income before income taxes	133,201		112,492		208,970		158,525
Provision for income taxes	43,072		27,463		68,163		41,836
Net income	$	90,129	$	85,029	$	140,807	$	116,689
Earnings per share:
Basic	$	0.18	$	0.17	$	0.29	$	0.24
Diluted	$	0.18	$	0.17	$	0.28	$	0.23
Weighted-average shares outstanding:
Basic	490,631		489,353		492,767		488,952
Diluted	495,776		500,040		499,340		499,117

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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THE TRADE DESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Class A and B Common Stock			Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2023	488,916	$	—	$	1,967,265	$	196,954	$	2,164,219
Exercise of common stock options	719	—		10,804		—		10,804
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	620	—		(26,806)		—		(26,806)
Repurchases of Class A common stock	(1,527)	—		—		(125,370)		(125,370)
Stock-based compensation	—	—		112,048		—		112,048
Net income	—	—		—		31,660		31,660
Balance as of March 31, 2024	488,728	—		2,063,311		103,244		2,166,555
Exercise of common stock options	1,167	—		27,360		—		27,360
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	1,007	—		(31,563)		—		(31,563)
Issuance of common stock under employee stock purchase plan	698	—		30,122		—		30,122
Repurchases of Class A common stock	—	—		—		90		90
Stock-based compensation	—	—		127,813		—		127,813
Net income	—	—		—		85,029		85,029
Balance as of June 30, 2024	491,600	$	—	$	2,217,043	$	188,363	$	2,405,406







Balance as of December 31, 2024	496,101	$	—	$	2,594,896	$	354,249	$	2,949,145
Exercise of common stock options	597	—		6,478		—		6,478
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	782	—		(29,457)		—		(29,457)
Issuance of common stock relating to business acquisition	127	—		10,299		—		10,299
Repurchases of Class A common stock	(6,288)	—		—		(400,409)		(400,409)
Stock-based compensation	—	—		129,950		—		129,950
Net income	—	—		—		50,678		50,678
Balance as of March 31, 2025	491,319	—		2,712,166		4,518		2,716,684
Exercise of common stock options	410	—		8,261		—		8,261
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	1,292	—		(27,591)		—		(27,591)
Issuance of common stock under employee stock purchase plan	625	—		34,531		—		34,531
Repurchases of Class A common stock	(3,748)	—		—		(257,003)		(257,003)
Stock-based compensation	—	—		130,822		—		130,822
Net income	—	—		—		90,129		90,129
Balance as of June 30, 2025	489,898	$	—	$	2,858,189	$	(162,356)	$	2,695,833

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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THE TRADE DESK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2025		2024
OPERATING ACTIVITIES:
Net income	$	140,807	$	116,689
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	50,689		42,624
Stock-based compensation	257,138		236,960
Noncash lease expense	34,253		26,460
Provision for expected credit losses on accounts receivable	1,177		133

Other	(13,899)		(4,117)
Changes in operating assets and liabilities:
Accounts receivable	80,033		(49,321)
Prepaid expenses and other current and non-current assets	(18,281)		(52,064)
Accounts payable	(19,839)		(13,247)
Accrued expenses and other current and non-current liabilities	(24,081)		(9,989)
Operating lease liabilities	(31,551)		(27,397)
Net cash provided by operating activities	456,446		266,731
INVESTING ACTIVITIES:
Purchases of investments	(577,834)		(317,969)

Maturities of investments	346,120		314,598
Purchases of property and equipment	(104,352)		(29,339)
Capitalized software development costs	(5,739)		(4,424)
Business acquisition	(4,350)		—
Net cash used in investing activities	(346,155)		(37,134)
FINANCING ACTIVITIES:


Repurchases of Class A common stock	(647,093)		(125,280)
Proceeds from exercise of stock options	14,085		38,164
Proceeds from employee stock purchase plan	32,450		30,122
Taxes paid relating to net settlement of restricted stock awards	(57,048)		(58,369)
Proceeds from short-term borrowings	74,239		—
Net cash used in financing activities	(583,367)		(115,363)
Increase (decrease) in cash and cash equivalents	(473,076)		114,234
Cash and cash equivalents—Beginning of period	1,369,463		895,129
Cash and cash equivalents—End of period	$	896,387	$	1,009,363
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for operating lease liabilities	$	35,942	$	33,272
Operating lease assets obtained in exchange for operating lease liabilities	$	41,594	$	58,133
Capitalized assets financed by accounts payable	$	57,562	$	37,927
Repurchases of Class A common stock in accrued expenses and other current liabilities	$	12,218	$	—
Assets acquired in a business combination, included in other assets, non-current, in exchange for Class A common stock	$	10,299	$	—
Tenant improvements paid by lessor	$	8,579	$	—

Stock-based compensation included in capitalized software development costs	$	3,634	$	2,901

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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THE TRADE DESK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1—Nature of Operations

The Trade Desk, Inc. (the “Company”) is a global technology company that empowers buyers of advertising. Through the Company’s self-service, cloud-based platform, ad buyers can create, manage and optimize more expressive data-driven digital advertising campaigns across ad formats and channels, including connected television (“CTV”) and other video, display, audio and native, on a multitude of devices, such as televisions, streaming devices, mobile devices, computers and digital-out-of-home devices. The Company’s platform integrations with major inventory, publisher and data partners provide ad buyers reach and decisioning capabilities, and the Company’s enterprise application programming interfaces (“APIs”) enable its clients to customize and expand platform functionality.

The Company was originally incorporated in November 2009 and is a Nevada corporation. The Company is headquartered in Ventura, California with offices in various cities in North America, Europe, Asia and Australia.

Note 2—Basis of Presentation and Summary of Significant Accounting Policies

The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2024 was derived from audited financial statements but does not include all disclosures required by GAAP. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2024.

There have been no material changes to the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024, and these unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the Company’s audited annual consolidated financial statements for the year ended December 31, 2024, and include, in the opinion of management, all adjustments, consisting of normal recurring items, necessary for the fair statement of the condensed consolidated financial statements.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results expected for the full year ending December 31, 2025.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates.

Management regularly evaluates its estimates, primarily those relating to: (1) allowances for credit losses, (2) income taxes, including the realizability of deferred tax assets and the recognition of valuation allowances, (3) assumptions used in the option pricing models to determine the fair value of stock-based compensation, (4) operating lease assets and liabilities, including the Company’s incremental borrowing rate and terms and provisions of each lease, (5) the recognition and disclosure of contingent liabilities, (6) the useful lives of long-lived assets and (7) the fair values and recoverable amounts of long-lived assets and any potential impairments. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

As of June 30, 2025, the impacts to the Company’s business due to geopolitical developments and macroeconomic factors such as changes in interest rates, foreign currency exchange rates, trade policies and practices, inflation, supply chain disruptions and economic growth continue to evolve. As a result, many of the Company’s estimates and assumptions, including the allowance for credit losses, consider macroeconomic factors in the market, which require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods.

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Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of information and consistent categories in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective on a prospective basis, with an option to apply it retrospectively, for annual periods beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of specific expense categories included in the expense captions presented on the statements of operations. The new guidance does not change the expense captions on the statements of operations. In January 2025, the FASB issued ASU No. 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) which clarified the effective date of ASU No. 2024-03. The guidance will be effective on a prospective basis, with an option to apply it retrospectively, for annual periods beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2027, and for interim periods beginning with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2028. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its disclosures.

Note 3—Earnings Per Share

The Company has two classes of common stock, Class A and Class B. Basic and diluted earnings per share attributable to common stockholders for Class A and Class B common stock were the same because they were entitled to the same liquidation and dividend rights.

Basic earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding adjusted for the potentially dilutive impact of stock options, restricted stock and the Employee Stock Purchase Plan (“ESPP”), using the two-class method required for participating securities. Restricted stock awards are considered to be participating securities due to their non-forfeitable dividend rights.

The computation of basic and diluted earnings per share is as follows (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Numerator:
Net income	$	90,129	$	85,029	$	140,807	$	116,689
Denominator:
Weighted-average shares outstanding—basic	490,631		489,353		492,767		488,952
Effect of dilutive securities	5,145		10,687		6,573		10,165
Weighted-average shares outstanding—diluted	495,776		500,040		499,340		499,117
Basic earnings per share	$	0.18	$	0.17	$	0.29	$	0.24
Diluted earnings per share	$	0.18	$	0.17	$	0.28	$	0.23
Anti-dilutive equity awards under stock-based award plans excluded from the determination of diluted earnings per share	16,051		2,480		16,051		2,480

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Note 4—Cash, Cash Equivalents and Short-Term Investments, Net

Cash, cash equivalents and short-term investments in marketable securities were as follows (in thousands):


	As of June 30, 2025
	Cash and Cash Equivalents		Short-Term Investments, Net		Total
Cash	$	251,623	$	—	$	251,623
Level 1:
Money market funds	564,322		—		564,322
Level 2:
Commercial paper	60,642		281,837		342,479
Corporate debt securities	—		326,452		326,452
U.S. government and agency securities	19,800		182,585		202,385
Total	$	896,387	$	790,874	$	1,687,261


	As of December 31, 2024
	Cash and Cash Equivalents		Short-Term Investments, Net		Total
Cash	$	218,448	$	—	$	218,448
Level 1:
Money market funds	1,031,413		—		1,031,413
Level 2:
Commercial paper	101,163		129,879		231,042
Corporate debt securities	3,498		281,775		285,273
U.S. government and agency securities	14,941		140,372		155,313
Total	$	1,369,463	$	552,026	$	1,921,489

The Company’s gross unrealized gains and losses from its short-term investments, recorded at fair value, for the three and six months ended June 30, 2025 and 2024, were immaterial.

The contractual maturities of the Company’s short-term investments are as follows (in thousands):


	June 30, 2025
Due in one year	$	708,496
Due in one to two years	82,378
Total	$	790,874

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Note 5—Leases

The components of lease expense recorded in the condensed consolidated statements of operations were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating lease cost	$	18,049	$	13,486	$	35,082	$	26,197
Short-term lease cost	793		414		1,590		888
Variable lease cost	5,569		3,792		10,263		7,608
Sublease income	—		—		—		(42)
Total lease cost	$	24,411	$	17,692	$	46,935	$	34,651

Note 6—Debt

Credit Facility

On June 15, 2021, the Company and a syndicate of banks, led by JPMorgan Chase Bank, N.A., as agent, entered into a Loan and Security Agreement (the “Credit Facility”). The Credit Facility consists of a $450 million revolving loan facility, with a $20 million sublimit for swingline borrowings and a $15 million sublimit for the issuance of letters of credit. Under certain circumstances, the Company has the right to increase the Credit Facility by an amount not to exceed $300 million. The Credit Facility is collateralized by substantially all of the Company’s assets, including a pledge of certain of its accounts receivable, deposit accounts, intellectual property, investment property and equipment.

On December 17, 2021, the Company amended the Credit Facility to expand the process for issuing letters of credit and the related invoicing, particularly with respect to letters of credit not denominated in U.S. Dollars. On February 9, 2023, the Company further amended its Credit Facility (as amended, the “Amended Credit Facility”) to transition from a variable interest rate based on the London Interbank Offered Rate to a variable interest rate based on the secured overnight financing rate (“SOFR”).

Loans under the Amended Credit Facility bear interest at a rate equal to, at the Company’s option, an annual rate of either a Base Rate or an adjusted term SOFR rate (defined as SOFR for a specified term plus a credit spread adjustment of 10 basis points, subject to a 0% floor), plus an applicable margin (“Base Rate Borrowings” and “Term SOFR Borrowings”). The Base Rate is defined as a rate per annum for any day equal to the greatest of (1) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States, (2) the New York Federal Reserve Bank Rate in effect on such day plus half of 1%, and (3) the adjusted term SOFR rate for a one-month interest period on such day plus 1%. The applicable margin is between 0.25% to 1.25% for Base Rate Borrowings and between 1.25% and 2.25% for Term SOFR Borrowings based on the Company maintaining certain leverage ratios. The fee for undrawn amounts under the Amended Credit Facility ranges, based on the applicable leverage, from 0.200% to 0.350%. The Company is also required to pay customary letter of credit fees, as necessary.

As of June 30, 2025, the Company did not have an outstanding debt balance under the Amended Credit Facility. Availability under the Amended Credit Facility was $443 million as of June 30, 2025, which is net of outstanding letters of credit of $7 million. The Amended Credit Facility matures, and all outstanding amounts become due and payable, on June 15, 2026.

The Amended Credit Facility contains customary conditions to borrowings, events of default and covenants, including covenants that restrict the Company’s ability to sell assets, make changes to the nature of the Company’s business, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distributions or redeem or repurchase capital stock or make other investments, engage in transactions with affiliates and make payments in respect of subordinated debt. The Amended Credit Facility also requires the Company to maintain compliance with a maximum ratio of consolidated funded debt to consolidated EBITDA of 3.50 to 1.00. As of June 30, 2025, the Company was in compliance with all covenants.

Other Short-Term Borrowings

On June 30, 2025, the Company had an outstanding balance of $74 million relating to an overdraft of an account pursuant to customary conditions governing its depositary relationship with JPMorgan Chase Bank, N.A. This outstanding

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balance is included in accounts payable in the condensed consolidated balance sheets and as proceeds from short-term borrowings in the condensed consolidated statements of cash flows.

Note 7—Capitalization

Share Repurchase Program

In February 2023, the Company’s board of directors approved a share repurchase program to repurchase its Class A common stock. The share repurchase program, which has no expiration date, is designed to help offset the impact of future share dilution from employee stock issuances. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases are structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock, and may be modified, suspended or terminated at any time at the discretion of the Company’s board of directors.

As of December 31, 2024, $464 million remained available and authorized for repurchases. At the end of January 2025, an additional $564 million was authorized under this program, bringing the total amount available for future repurchases to $1 billion. During the three months ended June 30, 2025, the Company repurchased and subsequently retired 3.7 million shares of its Class A common stock for an aggregate repurchase amount of $257 million. During the six months ended June 30, 2025, the Company repurchased and subsequently retired 10 million shares of its Class A common stock for an aggregate repurchase amount of $657 million. The repurchase amounts included in the condensed consolidated statements of stockholders’ equity include immaterial amounts relating to the 1% excise tax on share repurchases, net of share issuances, as a result of the Inflation Reduction Act of 2022 (“IRA”). As of June 30, 2025, $375 million remained available and authorized for repurchases. Activity under the share repurchase program was recognized in the condensed consolidated financial statements on a trade-date basis.

Note 8—Stock-Based Compensation

Stock-Based Compensation Expense

Stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows (in thousands):

SEC Form 10-Q filed by The Trade Desk Inc.