Trade Desk (TTD) risk factors, FY2025 10-K

Risks Related to Our Business and Industry

1. 01If we fail to maintain and grow our client base and spend through our platform and related offerings, our revenue and business may be negatively impacted
2. 02The loss of agencies or advertisers as clients could significantly harm our business, financial condition and results of operations. If we fail to maintain satisfactory relationships with an advertising agency, we risk losing business from the current and future advertisers represented by that agency34% rewritten
3. 03Any decrease in the use of the advertising channels that we are primarily dependent upon, failure to expand the use of emerging channels, or unexpected shift in use among the channels in which we operate, could harm our growth prospects, financial condition and results of operations
4. 04Macroeconomic conditions beyond our control could harm the overall demand for advertising and the economic health of agencies and advertisers, which could adversely affect our business, financial condition and results of operations41% rewritten
5. 05If our access to quality advertising inventory is diminished or fails to expand, our revenue could decline and our growth could be impeded
6. 06The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors53% rewritten
7. 07The market for programmatic buying for advertising campaigns is relatively new and evolving. If this market develops slower or differently than we expect, our business, growth prospects and financial condition could be adversely affected
8. 08If we fail to innovate or make the right investment decisions in our platform and related offerings, we may fail to attract and retain advertisers and advertising agencies and our revenue and results of operations may decline88% rewritten
9. 09is advisable to, make significant changes in our business operations and offerings to obtain user opt-in for cookies and use of cookie data, or develop or obtain additional tools and technologies to compensate for a lack of cookie data
10. 10We may experience fluctuations in our results of operations, which could make our future results of operations difficult to predict or cause our results of operations to fall below analysts’ and investors’ expectations
11. 11Our future success depends on the continuing efforts of our key employees, including Jeff T. Green, and our ability to attract, hire, retain and motivate highly skilled employees in the future36% rewritten
12. 12Operational performance and internal control issues may adversely affect our business, financial condition and results of operations and subject us to liability
13. 13We may experience outages, disruptions and malfunctions on our platform and related offerings if we fail to maintain adequate security and supporting infrastructure and processes, which may harm our reputation and negatively impact our business, financial condition and results of operations
14. 14Our failure to meet standards and provide services that our advertisers and inventory suppliers trust, could harm our brand and reputation and those of our partners and negatively impact our business, financial condition and results of operations
15. 15Evolving industry standards regarding impression counts and related disputes and customer collections could impact our business and reputationNew
16. 16Advertising technology industry self-regulation may lead to investigation by government or self-regulatory bodies, government or private litigation, and operational costs or harm to reputation or brand
17. 17Seasonal fluctuations in advertising activity could have a negative impact on our revenue, cash flow and results of operations
18. 18If we fail to offer sufficient client training and support, our business and reputation would suffer
19. 19Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and results of operations
20. 20If we do not effectively grow and train our sales and client service teams, we may be unable to add new clients or increase sales to our existing clients and our business will be adversely affected
21. 21As our costs increase, we may not be able to generate sufficient revenue to sustain profitability
22. 22We often have long sales cycles, which can result in significant time between initial contact with a prospect and execution of a client agreement, making it difficult to project when, if at all, we will obtain new clients and when we will generate revenue from those clients
23. 23We are subject to payment-related risks that may adversely affect our business, working capital, financial condition and results of operations, including from advertising agencies that do not pay us until they receive payment from their advertisers and from clients that dispute or do not pay their invoices
24. 24If the non-proprietary technology, software, products and services that we use are unavailable, have future terms we cannot agree to, or do not perform as we expect, our business, financial condition and results of operations could be harmed
25. 25Disruptions to service from our third-party data center hosting facilities and cloud computing and hosting providers could impair the delivery of our services and harm our business
26. 26We face potential liability and harm to our business based on the human factor of inputting information into our platform
27. 27We have international operations and plan to continue expanding abroad where we have more limited operating experience, which may subject us to additional cost and economic risks that can adversely affect our business, financial condition and results of operations
28. 28We have a U.K. entity through which we have entered into international client and partner agreements, including with those in the EU, which are governed by English Law, and some of our clients and partners pay us in Euros, British Pounds and other foreign currencies
29. 29We have entered into, and may in the future enter into, credit facilities which may contain operating and financial covenants that restrict our business and financing activities
30. 30Our corporate culture has contributed to our success, and if we are unable to maintain it as we grow, our business, financial condition and results of operations could be harmed
31. 31Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and harming our business25% rewritten
32. 32of 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 mannerNew
33. 33We may be sued by third parties for alleged infringement of their proprietary rights, which would result in additional expense and potential damages
34. 34We face potential liability and harm to our business based on the nature of our business and the content on our platform
35. 35We are subject to anti-bribery, anti-corruption and similar laws and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation
36. 36We are subject to governmental economic sanctions requirements and export and import controls that could impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws
37. 37Furthermore, if we export our technology, the exports may require authorizations, including a license, a license exception or other appropriate government authorization. Complying with export control and sanctions regulations may be time-consuming and may result in the delay or loss of opportunities

Risks Related to Ownership of Our Class A Common Stock

1. 38The market price of our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above your purchase price
2. 39The market price of our Class A common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, or the perception in the market that holders of a large number of shares intend to sell their shares
3. 40Insiders have substantial control over our company, including as a result of the dual class structure of our common stock, which could limit your ability to influence the outcome of key decisions, including a change of control
4. 41Our governing documents and Nevada law could discourage takeover attempts and other corporate governance changes
5. 42Our amended and restated articles of incorporation and amended and restated bylaws designate certain state or federal courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us
6. 43The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members
7. 44Future acquisitions, strategic investments or alliances could disrupt our business and harm our business, financial condition and results of operations
8. 45Exposure to foreign currency exchange rate fluctuations could negatively impact our results of operations
9. 46We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs, which may in turn impair our growth
10. 47Our tax liabilities may be greater than anticipated