Trade Desk cut the price on its stock options to $12.26, and CEO Jeff Green’s 10-vote shares carried the shareholder vote

The Trade Desk lowered the exercise price on a large block of its employees’ stock options to $12.26 on Oct. 19, the day shareholders approved the plan by 441.1 million votes to 232.5 million, according to an 8-K the company filed Oct. 20. A stock option lets its holder buy a share at a fixed price, and many of these options carried fixed prices far above where the stock trades. The $12.26 was the Class A closing price that day, and any eligible option priced above it was cut to match.

The Wall Street Journal reported that CEO Jeff Green used his supervoting power to approve the repricing over opposition from outside investors. It says the move covers 1.6 million options for Green, 1.6 million for other senior executives and millions more across more than 2,000 other employees, at a company whose stock is down 66% this year and closed at $13 on Friday.

The supervoting comes from the share structure. Class A shares carry one vote each and Class B shares carry 10. The company’s proxy statement filed Sept. 18 lists Green with 42,071,879 Class B shares, 97.6% of that class, and 50.2% of total voting power. Those Class B shares alone come to about 420.7 million votes, a calculation from the proxy. That is about 62% of the 673.9 million votes represented at the meeting and 188 million more than the entire vote against.

The 8-K does not say how any single holder voted. If Green’s Class B shares all went for the plan, the rest of the “for” votes would come to about 20.4 million against 232.5 million against, also a calculation. On those numbers no combination of the other votes could have beaten them.

The reset changes the price of options that already exist and issues no new shares. The proxy’s table shows Green holding 1,618,489 eligible options in four price bands from $25.00 to $74.90, a weighted average of about $43.25. At $12.26 the total exercise price on those options falls from about $70 million to about $19.8 million, a drop of roughly $50 million. That is arithmetic on the exercise prices and says nothing about the company’s accounting cost, and the proxy says the board “recognizes that approval of this proposal may benefit our executive officers.”

The board’s stated reason is that underwater options, meaning ones priced above the stock, do little to keep people, and that a repricing restores retention without granting new options. The proxy says the board considered and passed on an exchange offer, a repricing without the six-month hold described below, new grants, and waiting for the stock to recover.

Two pieces of fine print limit the reset. The price snaps back to the original if a holder leaves (unless the company fires the person without cause) or exercises before April 19, 2027. And Green’s separate performance options from October 2021 and September 2026 are excluded, as are awards held by non-employee directors.

The company says it will record any added compensation cost under the accounting rule for stock pay. The number still open is the accounting cost, which the company’s next quarterly report may show.

Sources

• The Trade Desk, Form 8-K filed Oct. 20, 2026
• The Trade Desk, definitive proxy statement filed Sept. 18, 2026
• The Wall Street Journal: How Trade Desk Rescued Executives’ Stock Options From a Dive in the Share Price