ttd-20240930

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 September 30, 2024


☐			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)

______________________________


Delaware			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 October 31, 2024, the registrant had 449,655,013 shares of Class A common stock and 43,918,900 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 September 30, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	4
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
Part II.	OTHER INFORMATION	25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 5.	Other Information	51
Item 6.	Exhibits	52
Signatures		53

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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 September 30, 2024		As of December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,221,475	$	895,129
Short-term investments, net	510,290		485,159
Accounts receivable, net of allowance for credit losses of $11,237 and $12,826 as of September 30, 2024 and December 31, 2023, respectively	2,989,387		2,870,313
Prepaid expenses and other current assets	117,221		63,353
TOTAL CURRENT ASSETS	4,838,373		4,313,954
Property and equipment, net	197,973		161,422
Operating lease assets	242,431		197,732
Deferred income taxes	154,849		154,849
Other assets, non-current	71,699		60,730
TOTAL ASSETS	$	5,505,325	$	4,888,687
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities:
Accounts payable	$	2,409,773	$	2,317,318
Accrued expenses and other current liabilities	142,459		137,996
Operating lease liabilities	62,858		55,524
TOTAL CURRENT LIABILITIES	2,615,090		2,510,838
Operating lease liabilities, non-current	230,355		180,369
Other liabilities, non-current	34,130		33,261
TOTAL LIABILITIES	2,879,575		2,724,468
Commitments and contingencies (Note 11)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of September 30, 2024 and December 31, 2023	—		—
Common stock, par value $0.000001 Class A, 1,000,000 shares authorized; 449,528 and 444,997 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively Class B, 95,000 shares authorized; 43,919 and 43,919 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	—		—
Additional paid-in capital	2,397,100		1,967,265
Retained earnings	228,650		196,954
TOTAL STOCKHOLDERS’ EQUITY	2,625,750		2,164,219
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,505,325	$	4,888,687

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	628,016	$	493,266	$	1,703,819	$	1,340,323
Operating expenses:
Platform operations	122,656		93,382		336,745		264,903
Sales and marketing	140,296		112,466		395,888		321,177
Technology and development	117,705		117,772		335,426		309,790
General and administrative	138,878		131,969		403,902		388,411
Total operating expenses	519,535		455,589		1,471,961		1,284,281
Income from operations	108,481		37,677		231,858		56,042
Other expense (income):
Interest income, net	(19,408)		(17,626)		(53,886)		(49,556)
Foreign currency exchange loss (gain), net	711		(1,697)		41		(1,721)
Total other income, net	(18,697)		(19,323)		(53,845)		(51,277)
Income before income taxes	127,178		57,000		285,703		107,319
Provision for income taxes	33,020		17,648		74,856		25,702
Net income	$	94,158	$	39,352	$	210,847	$	81,617
Earnings per share:
Basic	$	0.19	$	0.08	$	0.43	$	0.17
Diluted	$	0.19	$	0.08	$	0.42	$	0.16
Weighted-average shares outstanding:
Basic	491,614		489,447		489,845		489,195
Diluted	502,563		501,880		500,273		500,348

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		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2022	490,468	$	—	$	1,449,825	$	665,514	$	2,115,339
Exercise of common stock options	2,451	—		10,365		—		10,365
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	414	—		(15,595)		—		(15,595)
Repurchases of Class A common stock	(5,139)	—		—		(292,863)		(292,863)
Stock-based compensation	—	—		114,235		—		114,235
Net income	—	—		—		9,326		9,326
Balance as of March 31, 2023	488,194	—		1,558,830		381,977		1,940,807
Exercise of common stock options	1,074	—		17,407		—		17,407
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	879	—		(15,459)		—		(15,459)
Issuance of common stock under employee stock purchase plan	497	—		21,316		—		21,316
Repurchases of Class A common stock	(595)	—		—		(44,004)		(44,004)
Stock-based compensation	—	—		118,404		—		118,404
Net income	—	—		—		32,939		32,939
Balance as of June 30, 2023	490,049	—		1,700,498		370,912		2,071,410
Exercise of common stock options	889	—		17,591		—		17,591
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	500	—		(24,343)		—		(24,343)
Repurchases of Class A common stock	(1,194)	—		—		(89,845)		(89,845)
Stock-based compensation	—	—		141,361		—		141,361
Net income	—	—		—		39,352		39,352
Balance as of September 30, 2023	490,244	$	—	$	1,835,107	$	320,419	$	2,155,526

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
Exercise of common stock options	1,810	—		89,526		—		89,526
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	554	—		(39,394)		—		(39,394)
Repurchases of Class A common stock	(517)	—		—		(53,871)		(53,871)
Stock-based compensation	—	—		129,925		—		129,925
Net income	—	—		—		94,158		94,158
Balance as of September 30, 2024	493,447	$	—	$	2,397,100	$	228,650	$	2,625,750

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)


	Nine Months Ended September 30,
	2024		2023
OPERATING ACTIVITIES:
Net income	$	210,847	$	81,617
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	63,378		59,889
Stock-based compensation	365,470		370,186
Noncash lease expense	41,522		36,672
Provision for expected credit losses on accounts receivable	837		1,811

Other	(11,901)		(8,312)
Changes in operating assets and liabilities:
Accounts receivable	(125,711)		(130,650)
Prepaid expenses and other current and non-current assets	(68,490)		(11,370)
Accounts payable	87,175		125,661
Accrued expenses and other current and non-current liabilities	8,846		18,439
Operating lease liabilities	(31,918)		(36,741)
Net cash provided by operating activities	540,055		507,202
INVESTING ACTIVITIES:
Purchases of investments	(486,596)		(448,251)

Maturities of investments	475,022		425,400
Purchases of property and equipment	(78,048)		(21,594)
Capitalized software development costs	(6,708)		(6,097)

Net cash used in investing activities	(96,330)		(50,542)
FINANCING ACTIVITIES:

Repurchases of Class A common stock	(177,428)		(426,684)
Proceeds from exercise of stock options	127,690		45,363
Proceeds from employee stock purchase plan	30,122		21,316
Taxes paid related to net settlement of restricted stock awards	(97,763)		(55,397)
Net cash used in financing activities	(117,379)		(415,402)
Increase in cash and cash equivalents	326,346		41,258
Cash and cash equivalents—Beginning of period	895,129		1,030,506
Cash and cash equivalents—End of period	$	1,221,475	$	1,071,764
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for operating lease liabilities	$	48,524	$	44,836
Operating lease assets obtained in exchange for operating lease liabilities	$	94,410	$	25,781
Capitalized assets financed by accounts payable	$	10,217	$	5,938


Stock-based compensation included in capitalized software development costs	$	4,316	$	3,814
Repurchases of Class A common stock in accrued expenses and other current liabilities	$	1,723	$	28

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 video (which includes connected television (“CTV”)), display, audio, digital-out-of-home, native and social, on a multitude of devices, such as computers, mobile devices, televisions and streaming 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 is a Delaware corporation formed in November 2009 and 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, 2023 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, 2023.

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, 2023, 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, 2023, 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 nine months ended September 30, 2024 are not necessarily indicative of the results expected for the full year ending December 31, 2024.

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 related to: (1) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (2) allowances for credit losses, (3) operating lease assets and liabilities, including the Company’s incremental borrowing rate and terms and provisions of each lease, (4) the useful lives of property and equipment and capitalized software development costs, (5) income taxes, (6) assumptions used in the option pricing models to determine the fair value of stock-based compensation and (7) the recognition and disclosure of contingent liabilities. 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 September 30, 2024, the impacts to the Company’s business due to geopolitical developments and macroeconomic factors such as changes in interest and foreign currency exchange rates, inflation and supply chain disruptions, 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

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which adds requirements to report significant expenses, requirements for entities with a single reportable segment to provide all disclosures otherwise required under Topic 280 and requirements to report segment information on an interim basis, among other clarifications and requirements. This guidance will be effective on a retrospective basis for annual periods beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and interim periods beginning with the Company’s Quarterly Report Form 10-Q for the fiscal quarter ended March 31, 2025. Early adoption is permitted. The Company will adopt the guidance beginning with its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the Company expects the guidance to result in additional disclosures in the notes to the consolidated financial statements for its single reportable segment that were previously not applicable. The Company will continue to evaluate the disclosure requirements through the end of fiscal year 2024.

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 consolidated financial statements and notes.

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net income	$	94,158	$	39,352	$	210,847	$	81,617
Denominator:
Weighted-average shares outstanding—basic	491,614		489,447		489,845		489,195
Effect of dilutive securities	10,949		12,433		10,428		11,153
Weighted-average shares outstanding—diluted	502,563		501,880		500,273		500,348
Basic earnings per share	$	0.19	$	0.08	$	0.43	$	0.17
Diluted earnings per share	$	0.19	$	0.08	$	0.42	$	0.16
Anti-dilutive equity awards under stock-based award plans excluded from the determination of diluted earnings per share	2,667		4,916		2,667		4,916

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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 September 30, 2024
	Cash and Cash Equivalents		Short-Term Investments, Net		Total
Cash	$	245,126	$	—	$	245,126
Level 1:
Money market funds	934,535		—		934,535
Level 2:
Commercial paper	41,814		140,141		181,955
Corporate debt securities	—		240,285		240,285
U.S. government and agency securities	—		129,864		129,864
Total	$	1,221,475	$	510,290	$	1,731,765


	As of December 31, 2023
	Cash and Cash Equivalents		Short-Term Investments, Net		Total
Cash	$	289,512	$	—	$	289,512
Level 1:
Money market funds	560,673		—		560,673
Level 2:
Commercial paper	36,013		168,224		204,237
Corporate debt securities	—		185,465		185,465
U.S. government and agency securities	8,931		131,470		140,401
Total	$	895,129	$	485,159	$	1,380,288

The Company’s gross unrealized gains and losses from its short-term investments, recorded at fair value, for the three and nine months ended September 30, 2024 and 2023, were immaterial.

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


	September 30, 2024
Due in one year	$	471,030
Due in one to two years	39,260
Total	$	510,290

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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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease cost	$	15,062	$	12,532	$	41,259	$	36,588
Short-term lease cost	666		493		1,554		1,407
Variable lease cost	4,255		3,253		11,863		9,207
Sublease income	—		(619)		(42)		(1,769)
Total lease cost	$	19,983	$	15,659	$	54,634	$	45,433

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 September 30, 2024, the Company did not have an outstanding debt balance under the Amended Credit Facility. Availability under the Amended Credit Facility was $442 million as of September 30, 2024, which is net of outstanding letters of credit of $8 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 September 30, 2024, the Company was in compliance with all covenants.

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Note 7—Capitalization

Share Repurchase Program

In February 2023, the Company’s board of directors approved a share repurchase program with authorization to purchase up to $700 million of its Class A common stock. As of December 31, 2023, $53 million remained available and authorized for repurchases. In February 2024, an additional $647 million was authorized under this program, bringing the total amount available for future repurchases back to $700 million. 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.

During the three months ended September 30, 2024, the Company repurchased and subsequently retired 0.5 million shares of its Class A common stock for an aggregate repurchase amount of $54 million. During the nine months ended September 30, 2024, the Company repurchased and subsequently retired 2 million shares of its Class A common stock for an aggregate repurchase amount of $179 million. The repurchase amounts included in the condensed consolidated statements of stockholders’ equity included immaterial amounts related 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 September 30, 2024, $521 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):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Platform operations	$	7,617	$	5,729	$	20,444	$	14,642
Sales and marketing	25,294		21,116		70,654		54,039
Technology and development	36,958		43,727		97,441		91,283

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