[10-Q] LiveRamp Holdings, Inc. Quarterly Earnings Report
Filing Explained
Existing common holders face a pending cash-out and delisting if approvals and closing conditions are satisfied; the transaction has not closed.
A Form 10-Q is an unaudited quarterly report; LiveRamp’s report covers the quarter ended
The merger has not closed: the filing says it is expected by the end of calendar year 2026, subject to stockholder approval at the August 2026 special meeting and required regulatory approvals. If completed, LiveRamp common stock would be delisted from the NYSE and deregistered.
While the merger remains pending, LiveRamp has paused its share-repurchase program and suspended ESPP participation. At closing, outstanding options, RSUs, and specified PSUs would be converted into restricted cash awards under the merger terms rather than remaining equity awards.
For the quarter, revenue was
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
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: 001-38669
| (Exact Name of Registrant as Specified in Its Charter) | ||||||||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||
( (Registrant's Telephone Number, Including Area Code) | ||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| 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. | |||||||||||
| 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). | |||||||||||
| 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. | |||||
| 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 | ||||||||||
The number of shares of common stock, $ 0.10 par value per share, outstanding as of July 31, 2026 was 60,794,982 .
1
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
REPORT ON FORM 10-Q
June 30, 2026
Page No. | ||||||||
Forward-looking Statements | 3 | |||||||
Part I. Financial Information | ||||||||
Item 1. | Financial Statements | 7 | ||||||
Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and March 31, 2026 | 7 | |||||||
Condensed Consolidated Statements of Operations for the three months ended June 30, 2026 and 2025 (Unaudited) | 8 | |||||||
Condensed Consolidated Statements of Comprehensive Income for the three months ended June 30, 2026 and 2025 (Unaudited) | 9 | |||||||
Condensed Consolidated Statements of Equity for the three months ended June 30, 2026 (Unaudited) | 10 | |||||||
Condensed Consolidated Statements of Equity for the three months ended June 30, 2025 (Unaudited) | 11 | |||||||
Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2026 and 2025 (Unaudited) | 12 | |||||||
Notes to Condensed Consolidated Financial Statements | 14 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 47 | ||||||
Item 4. | Controls and Procedures | 47 | ||||||
Part II. Other Information | ||||||||
Item 1. | Legal Proceedings | 48 | ||||||
Item 1A. | Risk Factors | 48 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 48 | ||||||
Item 3. | Defaults Upon Senior Securities | 49 | ||||||
Item 4. | Mine Safety Disclosures | 49 | ||||||
Item 5. | Other Information | 49 | ||||||
Item 6. | Exhibits | 50 | ||||||
Signature | 52 | |||||||
2
Forward-looking Statements
This Quarterly Report on Form 10-Q, including, without limitation, the items set forth beginning in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains and may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”), and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the PSLRA. These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company’s financial position, results of operations, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation. Forward-looking statements are often identified by words or phrases such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” or the negative of these terms or other similar variations thereof. These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.
Forward-looking statements may include but are not limited to the following:
•management's expectations regarding the timing and consummation of the Merger (as defined below);
•management’s expectations about the macro economy and trends within the consumer or business information industries, including the use of data and consumer expectations related thereto;
•statements regarding our competitive position within our industry and our differentiation strategies;
•management's expectations regarding new and existing products, technologies and opportunities;
•our expectations regarding laws, regulations and industry practices governing the collection and use of personal data;
•our expectations regarding the potential impact of public health crises, similar to the COVID-19 pandemic, on our business, operations, and the markets in which we and our partners and customers operate;
•our expectations regarding the impact of tax-related legislation on our tax position;
•our estimates, assumptions, projections and/or expectations regarding the Company's annualized future cost savings and expenses associated with our global workforce strategy and recent workforce restructuring;
•statements regarding our liquidity needs or containing a projection of revenues, operating income (loss), income (loss), earnings (loss) per share, capital expenditures, research and development spending, dividends, capital structure, or other financial items;
•statements of the plans and objectives of management for future operations, including, but not limited to, management's confidence in and strategies for performance of the combined businesses following the Merger;
•statements of future performance, including, but not limited to, expectations regarding growth, sales, cash flows, and earnings and those statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q;
•statements regarding future stock-based compensation expense;
•statements containing any assumptions underlying or relating to any of the above statements; and
•statements containing a projection or estimate.
3
Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in such forward-looking statements are the following:
•the risk factors described in Part I, “Item 1A. Risk Factors” included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2026 filed with the Securities and Exchange Commission ("SEC") on May 21, 2026 and in Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q and those described from time to time in our future reports filed with the SEC;
•the possibility that the closing conditions in the Merger Agreement (as defined below) fail to be satisfied, or the closing of the Merger is delayed or any event, change, or other circumstance occurs that could give rise to the right of one or multiple of the parties to terminate the Merger Agreement;
•the possibility that the Merger does not close when expected or at all because required regulatory, stockholder, or other approvals are not received or satisfied on a timely basis or at all;
•the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, including those resulting from the announcement, pendency or completion of the Merger;
•the possibility that the Merger may disrupt our prior plans and operations, may lead to a disruption of management’s time and attention from ongoing business or may lead to unexpected costs, charges or expenses;
•the possibility that, due to the Merger, certain customers may attempt to invoke provisions in their contracts allowing for termination upon a change in control, which may result in a decline in revenue and profit;
•the possibility that certain restrictions as set forth in the Merger Agreement may impact our ability to pursue certain business opportunities or strategic transactions prior to the closing of the Merger;
•our directors and executive officers may have interests in the Merger that may be different from, or in addition to, the interests of our other stockholders;
•the possibility that if the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company;
•the possibility that the fair value of certain of our assets may not be equal to the carrying value of those assets now or in future time periods;
•the possibility that sales cycles may lengthen, including as a result of the Merger;
•the possibility that we will not be able to properly motivate our sales force or other employees, including as a result of the Merger;
•the possibility that we may not be able to attract and retain qualified technical and leadership employees, or that we may lose key employees to other organizations, including as a result of the Merger;
•the possibility that our global workforce strategy could encounter difficulty and not be as beneficial as planned;
•the possibility that we may not be able to sublease our exited office spaces on favorable terms and rates;
•the possibility that competent, competitive products, technologies or services will be introduced into the marketplace by other companies;
•the possibility that we will fail to keep up with rapidly changing technology practices in our products and services or that expected benefits from utilization of technological innovations, including artificial intelligence, may not be realized as soon as expected or at all;
4
•the possibility that there will be changes in consumer or business information industries and markets that negatively impact the Company;
•the possibility that we will not be able to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms;
•the possibility that there will be continued changes in the judicial, legislative, regulatory, accounting, cultural and consumer environments affecting our business, including but not limited to litigation, investigations, legislation, regulations and customs at the state, federal and international levels impairing our and our customers' ability to collect, process, manage, aggregate, store and/or use data of the type necessary for our business, or prohibiting certain customers from continuing to do business in the United States;
•the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services, in particular that there might be restrictive legislation in the U.S. and other countries that restrict the availability of data;
•the possibility that data purchasers will reduce their reliance on us by developing and using their own, or alternative, sources of data generally or with respect to certain data elements or categories;
•the possibility that we may enter into short-term contracts that would affect the predictability of our revenues;
•the possibility that the amount of volume-based and other transactional-based work will not be as expected;
•the possibility that we may experience a loss of data center capacity or capability or interruption of telecommunication links or power sources;
•the possibility that we may experience failures or breaches of our network and data security systems, leading to potential adverse publicity, negative customer reaction, or liability to third parties;
•the possibility that our customers may cancel or modify their agreements with us (including as a result of the Merger), or may not make timely or complete payments;
•the possibility that we will not successfully meet customer contract requirements or the service levels specified in the contracts, which may result in contract penalties or lost revenue;
•the possibility that we experience processing errors that result in credits to customers, re-performance of services or payment of damages to customers;
•the possibility that our performance may decline and we lose advertisers and revenue as the use of "third-party cookies" or other tracking technology continues to be pressured by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users' devices, or our customers' ability to use data on our platform is otherwise restricted;
•general and global negative conditions, risk related to tariffs and other trade restrictions, risk of recession, the military conflicts in Europe and the Middle East, capital markets volatility, bank failures, government shutdowns, cost increases and general inflationary pressure and other related causes; and
•our tax rate and other effects of changes to U.S. federal tax law.
With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.
5
Other factors are detailed from time to time in periodic reports and registration statements filed with the SEC. The Company believes that it has the product and technology offerings, facilities, employees and competitive and financial resources for continued business success, but future revenues, costs, margins and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast.
In light of these risks, uncertainties and assumptions, the Company cautions readers not to place undue reliance on any forward-looking statements. Forward-looking statements and such risks, uncertainties and assumptions speak only as of the date of this Quarterly Report on Form 10-Q, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any other change based on the occurrence of future events, the receipt of new information or otherwise, except to the extent otherwise required by law.
6
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
| June 30, | March 31, | |||||||||||||
| 2026 | 2026 | |||||||||||||
| ASSETS | (unaudited) | |||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||
| Trade accounts receivable, net | ||||||||||||||
| Refundable income taxes, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net of accumulated depreciation and amortization | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Deferred commissions, net | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other assets, net | ||||||||||||||
| $ | $ | |||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Trade accounts payable | $ | $ | ||||||||||||
| Accrued payroll and related expenses | ||||||||||||||
| Other accrued expenses | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Other liabilities | ||||||||||||||
| Commitments and contingencies (Note 14) | ||||||||||||||
| Stockholders' equity: | ||||||||||||||
| Preferred stock | ||||||||||||||
| Common stock | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Treasury stock, at cost | ( | ( | ||||||||||||
| Total stockholders' equity | ||||||||||||||
| $ | $ | |||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
| For the three months ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||
| Gross profit | ||||||||||||||
| Operating expenses | ||||||||||||||
| Research and development | ||||||||||||||
| Sales and marketing | ||||||||||||||
| General and administrative | ||||||||||||||
| Gains, losses and other items, net | ||||||||||||||
| Total operating expenses | ||||||||||||||
| Income from operations | ||||||||||||||
| Total other income, net | ||||||||||||||
| Income from operations before income taxes | ||||||||||||||
| Income tax expense | ||||||||||||||
| Net earnings | $ | $ | ||||||||||||
| Basic earnings per share | $ | $ | ||||||||||||
| Diluted earnings per share | $ | $ | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
8
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)
| For the three months ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net earnings | $ | $ | ||||||||||||
| Other comprehensive income (loss): | ||||||||||||||
| Change in foreign currency translation adjustment | ( | |||||||||||||
| Comprehensive income | $ | $ | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
9
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
THREE MONTHS ENDED JUNE 30, 2026
(Unaudited)
(Dollars in thousands)
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional | other | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Number | paid-in | Retained | comprehensive | Number | Total | |||||||||||||||||||||||||||||||||||||||||||||
| For the three months ended June 30, 2026 | of shares | Amount | Capital | earnings | income | of shares | Amount | Equity | ||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Employee stock awards, benefit plans and other issuances | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units vested | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock, including transaction costs and excise tax | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
10
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
THREE MONTHS ENDED JUNE 30, 2025
(Unaudited)
(Dollars in thousands)
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional | other | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Number | paid-in | Retained | comprehensive | Number | Total | |||||||||||||||||||||||||||||||||||||||||||||
| For the three months ended June 30, 2025 | of shares | Amount | Capital | earnings | income | of shares | Amount | Equity | ||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Employee stock awards, benefit plans and other issuances | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units vested | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock, including transaction costs and excise tax | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
11
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
| (Unaudited) | ||||||||||||||
| (Dollars in thousands) | ||||||||||||||
| For the three months ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net earnings | $ | $ | ||||||||||||
| Non-cash operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Loss on disposal or impairment of assets | ||||||||||||||
| Lease-related impairment and restructuring charges | ||||||||||||||
| Gain on sale of strategic investments | ( | |||||||||||||
| Loss (gain) on marketable equity securities | ( | |||||||||||||
| Provision for doubtful accounts | ||||||||||||||
| Deferred income taxes | ( | |||||||||||||
| Non-cash stock compensation expense | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable, net | ( | ( | ||||||||||||
| Deferred commissions | ||||||||||||||
| Other assets | ||||||||||||||
| Accounts payable and other liabilities | ( | ( | ||||||||||||
| Income taxes | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Net cash provided by (used in) operating activities | ( | |||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Cash paid in acquisitions, net of cash received | ( | |||||||||||||
| Proceeds from sale of strategic investment | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds related to the issuance of common stock under stock and employee benefit plans | ||||||||||||||
| Shares repurchased for tax withholdings upon vesting of stock-based awards | ( | ( | ||||||||||||
| Acquisition of treasury stock | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Net cash used in continuing operations | ( | ( | ||||||||||||
12
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
| (Unaudited) | ||||||||||||||
| (Dollars in thousands) | ||||||||||||||
| For the three months ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Effect of exchange rate changes on cash | ( | |||||||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
| Supplemental cash flow information: | ||||||||||||||
| Cash received for income taxes, net | $ | ( | $ | ( | ||||||||||
| Cash paid for operating lease liabilities | ||||||||||||||
| Operating lease assets obtained in exchange for operating lease liabilities | ||||||||||||||
| Purchases of property, plant and equipment remaining unpaid at period end | ||||||||||||||
See accompanying notes to condensed consolidated financial statements.
13
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
These condensed consolidated financial statements have been prepared by LiveRamp Holdings, Inc. ("LiveRamp", "we", "us" or the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company's management, all adjustments necessary for a fair presentation of the results for the periods included have been made, and the disclosures are adequate to make the information presented not misleading. All such adjustments are of a normal recurring nature. Certain note information has been omitted because it has not changed significantly from that reflected in Notes 1 through 18 of the Notes to Consolidated Financial Statements filed as part of Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (“2026 Annual Report”), as filed with the SEC on May 21, 2026. This Quarterly Report on Form 10-Q and the accompanying condensed consolidated financial statements should be read in connection with the 2026 Annual Report. The financial information contained in this Quarterly Report on Form 10-Q is not necessarily indicative of the results to be expected for any other period or for the full fiscal year ending March 31, 2027.
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Actual results could differ from those estimates. Certain of the accounting policies used in the preparation of these condensed consolidated financial statements are complex and require management to make judgments and/or significant estimates regarding amounts reported or disclosed in these financial statements. Additionally, the application of certain of these accounting policies is governed by complex accounting principles and their interpretation. A discussion of the Company’s significant accounting principles and their application is included in Note 1 of the Notes to Consolidated Financial Statements and in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the 2026 Annual Report.
| Accounting Pronouncements Adopted During the Current Year | |||||||||||
| Standard | Description | Date of Adoption | Effect on Financial Statements or Other Significant Matters | ||||||||
| There were no material accounting pronouncements applicable to the Company. | |||||||||||
14
| Recent Accounting Pronouncements Not Yet Adopted | |||||||||||
| Standard | Description | Date of Adoption | Effect on Financial Statements or Other Significant Matters | ||||||||
ASU 2024-03 Income Statement -Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | ASU 2024-03 requires more detailed information about the types of expenses included in certain expense captions presented on the condensed consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The new guidance does not change the expense captions on the statements of operations. | The updated standard is effective for us beginning in fiscal 2028. Early adoption is permitted. | We are currently evaluating the impact that the updated standard will have on our condensed consolidated financial statement disclosures. | ||||||||
ASU 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targets Improvements | ASU 2025-06 removes all references to software project development stages and clarifies the recognition threshold entities must meet to begin capitalizing costs. | The updated standard is effective for us beginning in fiscal 2029. Early adoption is permitted. | We are currently evaluating the impact that the updated standard will have on our condensed consolidated financial statement disclosures. | ||||||||
ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements | ASU 2025-11 is intended to update the guidance in Topic 270 by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and adding a principle that requires reporting entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. | The updated standard is effective for us beginning in fiscal 2029. Early adoption is permitted. | We are currently evaluating the impact that the updated standard will have on our condensed consolidated financial statement disclosures. | ||||||||
Pending Merger
On May 16, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MMS USA Holdings, Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Publicis (defined below), Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent ("Merger Sub"), and, solely for the purpose of Section 10.14 thereto, Publicis Groupe S.A., a French société anonyme ("Publicis"), pursuant to which, among other things, at the effective time of the merger (the "Effective Time"), Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned direct subsidiary of Parent.
As set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.10 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than any (i) Company common stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law; (ii) Company common stock owned by the Company, Parent or Merger Sub; and (iii) Company common stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) will be converted into the right to receive $38.50 in cash, without interest (the "Merger Consideration"). The Merger is expected to close by the end of calendar year 2026, subject to customary closing conditions, including approval by the Company’s stockholders at the August 2026 special stockholders' meeting and the receipt of required regulatory approvals.
For the three months ended June 30, 2026, the Company recorded $6.5 million in acquisition-related charges, consisting of legal and professional services fees, which were recorded within gains, losses and other, net.
If the Merger is consummated, the Company common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
15
2. EARNINGS PER SHARE AND STOCKHOLDERS’ EQUITY:
Earnings Per Share
A reconciliation of the numerator and denominator of basic and diluted earnings per share is shown below (in thousands, except per share amounts):
| For the three months ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Basic earnings per share: | ||||||||||||||
| Net earnings | $ | $ | ||||||||||||
| Basic weighted-average shares outstanding | ||||||||||||||
| Dilutive effect of common stock options and restricted stock units as computed under the treasury stock method | ||||||||||||||
| Diluted weighted-average shares outstanding | ||||||||||||||
| Basic earnings per share: | ||||||||||||||
| Basic earnings per share: | $ | $ | ||||||||||||
| Diluted earnings per share: | ||||||||||||||
| Diluted earnings per share: | $ | $ | ||||||||||||
| Anti-dilutive equity awards under stock-based award plans excluded from the determination of diluted earnings per share | ||||||||||||||
| Earnings per share totals may not sum due to rounding. | ||||||||||||||
Stockholders’ Equity
On February 12, 2026, the Company's board of directors approved an amendment to the existing common stock repurchase program, which was initially adopted in 2011. The amendment authorized an additional $200.0 million in share repurchases, increasing the total amount authorized for repurchase under the common stock repurchase program to $1.5 billion. In addition, it extended the common stock repurchase program duration through December 31, 2027.
During the three months ended June 30, 2026, the Company repurchased 0.6 million shares of its common stock for $17.6 million under the common stock repurchase program. Through June 30, 2026, the Company had repurchased a total of 49.2 million shares of its common stock for $1.3 billion under the program, leaving remaining capacity of $244.2 million. In accordance with the Merger Agreement, the Company has paused repurchases under its stock repurchase program through the completion of the Merger.
Accumulated foreign currency translation adjustments accounted for the $5.6
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3. REVENUE FROM CONTRACTS WITH CUSTOMERS:
Disaggregation of Revenue
In the following table, revenue is disaggregated by primary geographical market and major service offerings (dollars in thousands):
| For the three months ended June 30, | ||||||||||||||
| Primary Geographical Markets | 2026 | 2025 | ||||||||||||
| United States | $ | $ | ||||||||||||
| Europe | ||||||||||||||
| Asia-Pacific ("APAC") | ||||||||||||||
| Other | ||||||||||||||
| $ | $ | |||||||||||||
| Major Offerings/Services | ||||||||||||||
| Subscription | $ | $ | ||||||||||||
| Marketplace and Other | ||||||||||||||
| $ | $ | |||||||||||||
Transaction Price Allocated to the Remaining Performance Obligations
We have performance obligations associated with fixed commitments in customer contracts for future services that have not yet been recognized in our condensed consolidated financial statements. The amount of fixed revenue not yet recognized was $684.9 million as of June 30, 2026, of which $482.2 million will be recognized over the next twelve months . The Company expects to recognize revenue on substantially all of these remaining performance obligations by December 31, 2032.
4. LEASES:
Right-of-use assets and lease liabilities balances consist of the following (dollars in thousands):
| June 30, 2026 | March 31, 2026 | |||||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
| Supplemental balance sheet information: | ||||||||||||||
| Weighted average remaining lease term | ||||||||||||||
| Weighted average discount rate | % | % | ||||||||||||
The Company leases its office facilities under non-cancellable operating leases that expire at various dates through fiscal 2031. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance and other property operating services. These costs are calculated based on a variety of factors including property values, tax and utility rates, property service fees, and other factors.
17
The components of lease cost, net for the three months ended June 30, 2026 and 2025, respectively, were as follows (dollars in thousands):
| For the three months ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Operating lease costs | $ | $ | ||||||||||||
| Operating sublease income | ||||||||||||||
| Total leases costs, net | $ | $ | ||||||||||||
The following table presents future minimum payments under all operating leases and subleases (including operating leases with a duration of one year or less) as of June 30, 2026. The amount for fiscal 2027 represents the remaining nine months ending March 31, 2027. All other periods represent fiscal years ending March 31 (dollars in thousands):
| Fiscal year: | Operating lease payments | Payments expected under noncancellable subleases | Net operating lease payments | |||||||||||||||||
| 2027 | $ | $ | ( | |||||||||||||||||
| 2028 | ( | |||||||||||||||||||
| 2029 | ( | |||||||||||||||||||
| 2030 | ( | |||||||||||||||||||
| 2031 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total undiscounted lease payments | ( | |||||||||||||||||||
| Less: Interest and short-term leases | ( | |||||||||||||||||||
| Total discounted operating lease liabilities | $ | $ | ( | $ | ||||||||||||||||
5. STOCK-BASED COMPENSATION:
Stock-based Compensation Plans
The Company has stock option and equity compensation plans for which a total of 54.0 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At June 30, 2026, there were a total of 5.9 million shares available for future grants under the plans.
During the quarter ended June 30, 2026, the board of directors voted to amend the Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") to increase the number of shares available under the 2005 Plan by 2.5 million shares. The amendment is subject to stockholder approval at the August 2026 special stockholders' meeting, held in lieu of an annual stockholders' meeting. The amendment, if approved, would increase the 2005 Plan shares from 51.4 million shares at March 31, 2026 to 53.9 million shares beginning in the quarter ending September 30, 2026 and increase the total number of shares reserved for issuance since inception of all plans from 54.0 million shares at March 31, 2026 to 56.5 million shares beginning in the quarter ending September 30, 2026.
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Stock-based Compensation Expense
The Company's stock-based compensation activity for the three months ended June 30, 2026 and 2025, by award type, was (dollars in thousands):
| For the three months ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Stock options | $ | $ | ||||||||||||
| Restricted stock units, time-vesting | ||||||||||||||
| Restricted stock units, performance-based | ||||||||||||||
| Habu restricted stock awards | ||||||||||||||
| Habu acquisition consideration holdback | ||||||||||||||
| Employee stock purchase plan | ||||||||||||||
| Directors stock-based compensation | ||||||||||||||
| Total non-cash stock-based compensation included in the condensed consolidated statements of operations | ||||||||||||||
| Less expense related to liability-based equity awards | ( | ( | ||||||||||||
| Total non-cash stock-based compensation included in the condensed consolidated statements of equity | $ | $ | ||||||||||||
The effect of stock-based compensation expense on operations, by financial statement line item, was (dollars in thousands):
| For the three months ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cost of revenue | $ | $ | ||||||||||||
| Research and development | ||||||||||||||
| Sales and marketing | ||||||||||||||
| General and administrative | ||||||||||||||
| Total non-cash stock-based compensation included in the condensed consolidated statements of operations | $ | $ | ||||||||||||
The following table provides the expected future expense for all of the Company's outstanding equity awards at June 30, 2026, by award type. The amount for fiscal 2027 represents the remaining nine months ending March 31, 2027. All other periods represent fiscal years ending March 31 (dollars in thousands):
| For the years ending March 31, | ||||||||||||||||||||||||||||||||
| 2027 | 2028 | 2029 | 2030 | Total | ||||||||||||||||||||||||||||
| Stock options | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Restricted stock units | ||||||||||||||||||||||||||||||||
| Habu acquisition consideration holdback | ||||||||||||||||||||||||||||||||
| Expected future expense | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
19
Stock Options Activity
Stock options activity for the three months ended June 30, 2026 was:
| Weighted-average | ||||||||||||||||||||||||||
| Weighted-average | remaining | Aggregate | ||||||||||||||||||||||||
| Number of | exercise price | contractual term | Intrinsic value | |||||||||||||||||||||||
| shares | per share | (in years) | (in thousands) | |||||||||||||||||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||||||||||||||||
| Exercised | ( | $ | $ | |||||||||||||||||||||||
| Forfeited or canceled | ( | $ | ||||||||||||||||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||||||||||||||||
| Exercisable at June 30, 2026 | $ | $ | ||||||||||||||||||||||||
The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had they exercised their options on June 30, 2026. This amount changes based upon changes in the fair market value of the Company's common stock.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding stock option will be converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the exercise price of such stock option multiplied by (ii) the number of shares of Company common stock subject to such stock option. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur prior to the 24-month anniversary of the Effective Time in accordance with the Merger Agreement.
A summary of stock options outstanding and exercisable as of June 30, 2026 was:
| Options outstanding | Options exercisable | |||||||||||||||||||||||||||||||||||||||||||
| Range of | Weighted-average | Weighted-average | Weighted-average | |||||||||||||||||||||||||||||||||||||||||
| exercise price | Options | remaining | exercise price | Options | exercise price | |||||||||||||||||||||||||||||||||||||||
| per share | outstanding | contractual life | per share | exercisable | per share | |||||||||||||||||||||||||||||||||||||||
| $ | — | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||||||||
Habu Restricted Stock Awards
Habu restricted stock share activity for the three months ended June 30, 2026 was:
| Weighted average | ||||||||||||||||||||
| fair value per | Weighted average | |||||||||||||||||||
| Number | share at grant | remaining contractual | ||||||||||||||||||
| of shares | date | term (in years) | ||||||||||||||||||
| Unvested restricted stock awards at March 31, 2026 | $ | |||||||||||||||||||
| Vested | ( | $ | ||||||||||||||||||
| Forfeited or canceled | ( | $ | ||||||||||||||||||
| Unvested restricted stock awards at June 30, 2026 | $ | |||||||||||||||||||
20
Restricted Stock Unit Activity
Time-vesting restricted stock units ("RSUs") -
During the three months ended June 30, 2026, the Company granted time-vesting RSUs covering 1,306,908 shares of common stock and having a fair value at the date of grant of $49.4 million. The RSUs granted in the current year will vest over three years . At the May 15, 2026 grant date, the Company was in possession of material non-public information regarding the Merger announced on May 17, 2026 (see further detail in Note 1). In accordance with the fair value measurement objective of ASC Topic 718 and SEC Staff Accounting Bulletin No. 120, the Company concluded that the closing market price of its common stock on the grant date ($29.66 per share) did not reflect this material non-public information and was therefore not a representative estimate for the underlying share price for valuation purposes. Consequently, to incorporate the impact of the material non-public information, the fair value of these awards was determined using the closing market price on May 18, 2026 ($37.77 per share), the first trading day following the Merger announcement.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding RSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such RSU and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.
RSU activity for the three months ended June 30, 2026 was:
| Weighted-average | ||||||||||||||||||||
| fair value per | Weighted-average | |||||||||||||||||||
| Number | share at grant | remaining contractual | ||||||||||||||||||
| of shares | date | term (in years) | ||||||||||||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||||||||||
| Granted | $ | |||||||||||||||||||
| Vested | ( | $ | ||||||||||||||||||
| Forfeited or canceled | ( | $ | ||||||||||||||||||
| Outstanding at June 30, 2026 | $ | |||||||||||||||||||
The total fair value of RSUs vested during the three months ended June 30, 2026 was $28.9 million and is measured as the quoted market price of the Company's common stock on the vesting date times the number of shares vested.
Performance-based restricted stock units ("PSUs")
Fiscal 2027 plan:
During the three months ended June 30, 2026, the Company granted PSUs covering 345,123 shares of common stock having a fair value at the date of grant of $15.3 million. The grants were made under two separate performance plans.
21
Under the total shareholder return ("TSR") performance plan, units covering 103,536 shares of common stock were granted having a fair value at the date of grant of $6.2 million, determined using a Monte Carlo simulation model. The units may vest in a number of shares from 0 % to 200 % of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2026 to March 31, 2029. These awards were granted on May 15, 2026. At the May 15, 2026 grant date, the Company was in possession of material non-public information regarding the Merger announced on May 17, 2026 (see further detail in Note 1). In accordance with the fair value measurement objective of ASC Topic 718 and SEC Staff Accounting Bulletin No. 120, the Company concluded that the closing market price of its common stock on the grant date ($29.66 per share) did not reflect this material non-public information and was therefore not a representative input for valuation purposes. Consequently, to incorporate the impact of the material non-public information, the Company used the closing market price on May 18, 2026 ($37.77 per share), the first trading day following the Merger announcement, as the stock price input in the Monte Carlo simulation model.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2027 TSR PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.
Under the operating metrics performance plan, units covering 241,587 shares of common stock were granted having a fair value at the date of grant of $9.1 million. The units may vest in a number of shares from 0 % to 200 % of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2027, 2028, and 2029. At the May 15, 2026 grant date, the Company was in possession of material non-public information regarding the Merger announced on May 17, 2026 (see further detail in Note 1). In accordance with the fair value measurement objective of ASC Topic 718 and SEC Staff Accounting Bulletin No. 120, the Company concluded that the closing market price of its common stock on the grant date ($29.66 per share) did not reflect this material non-public information and was therefore not a representative estimate for the underlying share price for valuation purposes. Consequently, to incorporate the impact of the material non-public information, the fair value of these awards was determined using the closing market price on May 18, 2026 ($37.77 per share), the first trading day following the Merger announcement.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2027 operating metrics PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.
Fiscal 2026 plan:
Units under the Company's fiscal 2026 TSR performance plan, net of forfeitures, covering 143,025 shares of common stock will reach maturity of their relevant performance period at March 31, 2028. The units may vest in a number of shares from 0 % to 200 % of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2025 to March 31, 2028.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2026 TSR PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the greater of the target level and the actual level of performance through the Effective Time and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.
22
Units under the Company's fiscal 2026 operating metrics performance plan, net of forfeitures, covering 333,730 shares of common stock will reach maturity of their relevant performance period at March 31, 2028. The units may vest in a number of shares from 0 % to 200 % of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2026, 2027, and 2028.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2026 operating metrics PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at 139 % of the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.
Units under the Company's fiscal 2026 international operating metrics performance plan, net of forfeitures, covering 6,491 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. The units are subject to vesting or forfeiture, 100 % or 0 %, respectively, based on the attainment of a performance target at the end of the performance period that is based on international operating income metrics for fiscal 2027.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2026 international operating metrics PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.
Fiscal 2025 plan:
Units under the Company's fiscal 2025 TSR performance plan, net of forfeitures, covering 102,194 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. The units may vest in a number of shares from 0 % to 200 % of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2024 to March 31, 2027.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2025 TSR PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the greater of the target level and the actual level of performance through the Effective Time and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.
Units under the Company's fiscal 2025 operating metrics performance plan, net of forfeitures, covering 238,462 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. The units may vest in a number of shares from 0 % to 200 % of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2025, 2026, and 2027.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2025 operating metrics PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at 128 % of the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.
23
Units under the Company's fiscal 2025 international operating metrics performance plan, net of forfeitures, covering 23,772 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. The units are subject to vesting or forfeiture, 100 % or 0 %, respectively, based on the attainment of a performance target at the end of the performance period that is based on international operating income metrics for fiscal 2027.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2025 international operating metrics PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.
Fiscal 2024 plan:
Units under the Company's fiscal 2024 TSR performance plan covering 158,486 shares of common stock were subject to a performance period that ended on March 31, 2026. Final performance attainment was approximately 94 %, resulting in 149,115 earned shares, while the remaining 9,371 units were canceled. During the quarter ended June 30, 2026, following approval by the talent and compensation committee, 117,507 shares were released. The remaining 31,608 earned units remain subject to continued time-based service vesting conditions as of June 30, 2026, and are expected to be released in the quarter ending December 31, 2026, subject to continuous employment through the vesting date.
Units under the Company's fiscal 2024 operating metrics performance plan covering 369,807 shares of common stock were subject to a performance period that ended on March 31, 2026. Final performance attainment was approximately 97 %, or 358,708 shares, while the remaining 11,099 units were canceled. During the quarter ended June 30, 2026, following approval by the talent and compensation committee, 282,673 shares were released. The remaining 76,035 earned units remain subject to continued time-based service vesting conditions as of June 30, 2026, and are expected to be released in the quarter ending December 31, 2026, subject to continuous employment through the vesting date.
Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2024 PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.
PSU activity for the three months ended June 30, 2026 was:
| Weighted-average | ||||||||||||||||||||
| fair value per | Weighted-average | |||||||||||||||||||
| Number | share at grant | remaining contractual | ||||||||||||||||||
| of shares | date | term (in years) | ||||||||||||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||||||||||
| Granted | $ | |||||||||||||||||||
| Vested | ( | $ | ||||||||||||||||||
| Forfeited or canceled | ( | $ | ||||||||||||||||||
| Outstanding at June 30, 2026 | $ | |||||||||||||||||||
The total fair value of PSUs vested in the three months ended June 30, 2026 was $16.3 million and is measured as the quoted market price of the Company’s common stock on the vesting date times the number of shares vested.
24
Other Stock Compensation Activity
Board of Directors stock compensation
Under the Company's equity compensation plans, non-employee directors may receive a portion of their fees for director services provided in the form of Company stock grants. The Company issued stock grants to non-employee directors covering 6,689 and 10,522 shares of Company stock for the portion of director compensation paid in shares during the three months ended June 30, 2026, and 2025, respectively.
Acquisition-related Consideration Holdback
Through June 30, 2026 and since consummation of the acquisition, the Company has recognized a total of $13.0 million as stock-based compensation expense related to the Habu consideration holdback. At June 30, 2026, the recognized, but unpaid, balance related to the Habu consideration holdback in other accrued expenses in the condensed consolidated balance sheet was $1.1 million. The third and final annual settlement of $2.8 million is expected to occur in the fourth quarter of fiscal 2027.
Qualified Employee Stock Purchase Plan ("ESPP")
During the three months ended June 30, 2026, 97,927 shares of common stock were purchased under the ESPP at a weighted-average price of $24.37 per share, resulting in cash proceeds of $2.4 million over the relevant offering periods.
6. OTHER CURRENT AND NONCURRENT ASSETS:
Other current assets consist of the following (dollars in thousands):
| June 30, 2026 | March 31, 2026 | |||||||||||||
| Prepaid expenses and other | $ | $ | ||||||||||||
| Assets of non-qualified retirement plan | ||||||||||||||
| Other current assets | $ | $ | ||||||||||||
Other noncurrent assets consist of the following (dollars in thousands):
| June 30, 2026 | March 31, 2026 | |||||||||||||
| Right-of-use assets (see Note 4) | ||||||||||||||
| Deposits | ||||||||||||||
| Strategic investments | ||||||||||||||
| Other miscellaneous noncurrent assets | ||||||||||||||
| Other assets, net | $ | $ | ||||||||||||
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7. PROPERTY AND EQUIPMENT:
Property and equipment is summarized as follows (dollars in thousands):
| June 30, 2026 | March 31, 2026 | |||||||||||||
| Leasehold improvements | $ | $ | ||||||||||||
| Data processing equipment | ||||||||||||||
| Office furniture and other equipment | ||||||||||||||
| Less accumulated depreciation and amortization | ( | ( | ||||||||||||
| Property and equipment, net of accumulated depreciation and amortization | $ | $ | ||||||||||||
8. GOODWILL:
Changes in goodwill for the three months ended June 30, 2026 were as follows (dollars in thousands):
| Total | ||||||||
| Balance at March 31, 2026 | $ | |||||||
| Change in foreign currency translation adjustment | ( | |||||||
| Balance at June 30, 2026 | $ | |||||||
Goodwill by geography as of June 30, 2026 was:
| Total | ||||||||
| U.S. | $ | |||||||
9. INTANGIBLE ASSETS:
The amounts allocated to intangible assets from acquisitions include developed technology, customer relationships, and trade names. Intangible assets are summarized as follows (dollars in thousands):
| June 30, 2026 | March 31, 2026 | |||||||||||||
| Developed technology, gross | $ | $ | ||||||||||||
| Accumulated amortization | ( | ( | ||||||||||||
| Net developed technology | $ | $ | ||||||||||||
| Customer relationship/trade name, gross | $ | $ | ||||||||||||
| Accumulated amortization | ( | ( | ||||||||||||
| Net customer relationship/trade name | $ | $ | ||||||||||||
| Total intangible assets, gross | $ | $ | ||||||||||||
| Total accumulated amortization | ( | ( | ||||||||||||
| Total intangible assets, net | $ | $ | ||||||||||||
Total amortization expense related to intangible assets was $2.8
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The following table presents the estimated future amortization expenses related to intangible assets. The amount for fiscal 2027 represents the remaining nine months ending March 31, 2027 (dollars in thousands).
| Fiscal Year: | Amount | |||||||
| 2027 | $ | |||||||
10. OTHER ACCRUED EXPENSES:
Other accrued expenses consist of the following (dollars in thousands):
| June 30, 2026 | March 31, 2026 | |||||||||||||
| Liabilities of non-qualified retirement plan | $ | $ | ||||||||||||
| Short-term lease liabilities (see Note 4) | ||||||||||||||
| Habu consideration holdback (see Note 5) | ||||||||||||||
| Other miscellaneous accrued expenses | ||||||||||||||
| Other accrued expenses | $ | $ | ||||||||||||
11. OTHER LIABILITIES:
Other liabilities consist of the following (dollars in thousands):
| June 30, 2026 | March 31, 2026 | |||||||||||||
| Uncertain tax positions | $ | $ | ||||||||||||
| Long-term lease liabilities (see Note 4) | ||||||||||||||
| Lease restructuring accruals and related sublease deposits | ||||||||||||||
| Other | ||||||||||||||
| Other liabilities | $ | $ | ||||||||||||
12. ALLOWANCE FOR CREDIT LOSSES:
Trade accounts receivable are presented net of allowances for credit losses, returns and credits based on the probability of future collections. The probability of future collections is based on specific considerations of historical loss patterns and an assessment of the continuation of such patterns based on past collection trends and known or anticipated future economic events that may impair collectability. Accounts receivable that are determined to be uncollectible are charged against the allowance for doubtful accounts. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor.
The following table summarizes the Company's activity of allowance for credit losses, returns and credits (dollars in thousands):
| Balance at beginning of period | Additions charged to costs and expenses | Other changes | Bad debts written off, net of amounts recovered | Balance at end of period | ||||||||||||||||||||||||||||
For the three months ended June 30, 2026 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
13. RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES:
Restructuring activities result in various costs, including asset write-offs, ROU asset group impairments, exit charges including severance, contract termination fees, and decommissioning and other costs.
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A reconciliation of the beginning and ending restructuring liabilities is shown below for the three months ended June 30, 2026. The restructuring charges and adjustments are included in gains, losses and other items, net in the condensed consolidated statements of operations. The reserve balances are included in accrued payroll and related expenses and other liabilities in the condensed consolidated balance sheets (dollars in thousands).
| Employee-related reserves | Lease accruals | Total | ||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | |||||||||||||||||
| Restructuring charges and adjustments | ( | |||||||||||||||||||
| Payments | ( | ( | ( | |||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | |||||||||||||||||
Employee-related Restructuring Plans
During the three months ended June 30, 2026, the Company recorded a total of $0.1 million in employee-related restructuring charges and adjustments. The expense reflects $0.1 million of adjustments to the fiscal 2026 employee-related restructuring plans in the United States and Europe.
During the twelve months ended March 31, 2026, the Company recorded a total of $4.8 million in employee-related restructuring charges and adjustments. The expense included $4.6 million of severance charges in the United States and Europe and $0.1 million of adjustments to the fiscal 2025 employee-related restructuring plans in the United States and Europe. Of the fiscal 2026 employee-related restructuring plans, $0.3 million remained accrued as of June 30, 2026 and is expected to be paid during fiscal 2027.
During the twelve months ended March 31, 2025, the Company recorded a total of $7.9 million in employee-related restructuring charges and adjustments. The expense included $7.7 million of severance and other employee-related charges in the United States, Europe, and APAC, and $0.2 0.1 million remained accrued as of June 30, 2026 and is expected to be paid during fiscal 2027.
Lease-related Impairments and Restructuring Plans
During the twelve months ended March 31, 2023, the Company initiated a restructuring plan to lower its operating expenses by reducing its global real estate footprint. As part of this plan, we exited a total of eight leased office spaces. Of those, five were located in the United States: one in Boston, one in Philadelphia, one in Phoenix, and two floors of leased office space in San Francisco. The three remaining spaces were located in Europe: one in the Netherlands, one floor of leased office space in London, England, and one floor of leased office space in Paris, France. During the twelve months ended March 31, 2025, we transitioned our London office from a sublease to a lease directly with the landlord and exited our offices in Singapore and Tokyo.
Based on a comparison of undiscounted cash flows to the ROU asset group of each exited lease, the Company determined that each of the ROU asset groups was impaired, driven largely by the difference between the existing lease terms and rates on the Company’s leases and the expected sublease terms and rates available in the market. This resulted in combined impairment charges totaling $26.5 million during the twelve months ended March 31, 2024 and March 31, 2023, reflecting the excess of the ROU asset group book value over its fair value, which was determined based on estimates of future discounted cash flows and is classified as Level 3 in the fair value hierarchy. The lease impairment charges included impairments of the operating lease ROU assets of $22.2 million, and the associated furniture, equipment, and leasehold improvements of $4.3 million. Additionally, the Company recorded $2.0 million in combined lease-related restructuring charges and adjustments during fiscal years 2023 through 2026 that covered other obligations related to the leased office spaces in San Francisco and Phoenix. As of June 30, 2026, $0.6 million remains accrued and will be satisfied over the remainder of the San Francisco lease terms, which continue through April 2029.
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Acquisition Plans
For the three months ended June 30, 2026, the Company recorded a total of $6.5 million in charges related to the Merger Agreement.
Gains, Losses and Other Items, Net
The following table summarizes the activity included in gains, losses and other items, net in the condensed consolidated statements of operations for each of the periods presented (dollars in thousands):
| For the three months ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Employee-related restructuring plan charges | $ | $ | ||||||||||||
| Lease-related restructuring plan charges and adjustments | ( | |||||||||||||
| Acquisition related costs | ||||||||||||||
| $ | $ | |||||||||||||
14. COMMITMENTS AND CONTINGENCIES:
Legal Matters
On January 24, 2025, a purported class action styled Riganian et al v. LiveRamp Holdings, Inc. and LiveRamp, Inc. (Case No. 4:25-cv-824-JST) was filed in the United States District Court for the Northern District of California against the Company and LiveRamp, Inc., alleging claims based on the California Constitution, the common law protections against intrusion upon seclusion, the California Invasion of Privacy Act, the Federal Wiretap Act and unjust enrichment. The lawsuit seeks certification of classes of California and national consumers, unspecified monetary damages, costs and attorneys’ fees and other relief (including injunctive and declaratory relief). Discovery has begun, and it is anticipated that class certification issues will be determined in early 2027. The Company intends to defend this matter vigorously, and, because it is still in its preliminary stages, we have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations.
The Company is involved in various other claims and legal proceedings that arise in the ordinary course of business. Management routinely assesses the likelihood of adverse judgments or outcomes to these matters, as well as ranges of probable losses, to the extent losses are reasonably estimable. The Company records accruals for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonably estimable. These accruals are reflected in the Company's condensed consolidated financial statements and are adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertinent to a particular matter. In management’s opinion, the Company has made appropriate and adequate accruals for these matters, and management believes the probability of a material loss beyond the amounts accrued to be remote. However, the ultimate liability for these matters is uncertain, and if accruals are not adequate, an adverse outcome could have a material effect on the Company’s condensed consolidated financial condition or results of operations. The Company maintains insurance coverage above certain limits.
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Commitments
The following table presents the Company’s purchase commitments at June 30, 2026. Purchase commitments primarily include contractual commitments for the purchase of data, hosting services, software-as-a-service arrangements and leasehold improvements. The table does not include the future payment of liabilities related to uncertain tax positions of $38.4 million as the Company is not able to predict the periods in which the payments will be made. The amount for fiscal 2027 represents the remaining nine months ending March 31, 2027. All other periods represent the full fiscal years ending March 31 (dollars in thousands):
| For the years ending: | ||||||||||||||||||||||||||
| 2027 | 2028 | 2029 | Total | |||||||||||||||||||||||
| Purchase commitments | $ | $ | $ | $ | ||||||||||||||||||||||
15. INCOME TAX:
Income tax expense for interim periods is determined using an estimated annual effective tax rate applied to year-to-date income, adjusted for discrete items recognized in the period. The effective tax rates for the three months ended June 30, 2026, and June 30, 2025, were 24.7 % and 29.1 %, respectively. The decrease was primarily due to changes in valuation allowance and unrecognized tax benefits, partially offset by nondeductible stock-based compensation.
16. SEGMENT AND GEOGRAPHIC INFORMATION:
The Company has one primary business activity, its data collaboration platform. The Company generates revenue from subscription fees from clients accessing our platform and from transactional usage-based fees from arrangements with certain publishers and addressable TV providers, and professional services fees. The platform is used by customers globally in a similar manner across geographies, channels and verticals.
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Our CODM uses net income (loss), among other measures, for budgeting and resource allocation purposes on a consolidated basis. There are no differences in segmentation, the nature of significant expenses, the measure of segment assets or the basis of measurement of segment profit and loss, which is consolidated net income, as compared to the disclosures in the 2026 Annual Report.
LiveRamp’s CODM regularly reviews significant segment expenses by the nature of the cost: cost of revenue, research and development, sales and marketing, general and administrative, and gains, losses and other items, net. This is consistent with the Company’s presentation on its condensed consolidated statements of operations. Other significant segment expenses within income from operations include depreciation and amortization expenses and stock compensation expenses that are presented in more detail in the condensed consolidated statements of cash flows and in Note 5, "Stock-Based Compensation", as well as employee-related expenses, excluding stock compensation expenses, which is detailed below (dollars in thousands).
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| For the three months ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Employee-related expenses | $ | $ | ||||||||||||
| Less: stock compensation expenses | ( | ( | ||||||||||||
| Employee-related expenses, net of stock compensation expenses | $ | $ | ||||||||||||
Other significant segment expenses within net earnings include other income (expense) (primarily interest income and expense), and income tax expense that is presented in more detail in the condensed consolidated statements of operations.
Since the Company operates as one Interest expense and interest income are included in total other income, net on the condensed consolidated statements of operations, which is detailed below (dollars in thousands).
| For the three months ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Interest expense | $ | $ | ( | |||||||||||
| Interest income | ||||||||||||||
| Other non-operating losses | ( | ( | ||||||||||||
| Total other income, net | $ | $ | ||||||||||||
Geographic Information
The Company attributes revenue to each geographic region based on the location of the Company’s operations. The following table shows financial information by geographic area (dollars in thousands):
| For the three months ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Revenue | ||||||||||||||
| United States | $ | $ | ||||||||||||
| Foreign | ||||||||||||||
| Europe | ||||||||||||||
| Asia-Pacific ("APAC") | ||||||||||||||
| Other | ||||||||||||||
| All Foreign | ||||||||||||||
| $ | $ | |||||||||||||
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Long-lived assets excluding financial instruments (dollars in thousands):
| June 30, 2026 | March 31, 2026 | |||||||||||||
| United States | $ | $ | ||||||||||||
| Foreign | ||||||||||||||
| Europe | ||||||||||||||
| APAC | ||||||||||||||
| Other | ||||||||||||||
| All Foreign | ||||||||||||||
| $ | $ | |||||||||||||
17. FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS:
The Company measures certain financial assets at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:
•Level 1 - Quoted prices in active markets for identical assets or liabilities.
•Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
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The following table details the fair value measurements within the fair value hierarchy of the Company's financial assets and liabilities at June 30, 2026 and March 31, 2026 that are measured at fair value on a recurring basis (dollars in thousands):
| June 30, 2026 | ||||||||||||||||||||||||||
| Cash and Cash Equivalents | Short-Term Investments | Other Current Assets | Total | |||||||||||||||||||||||
| Cash | $ | $ | $ | $ | ||||||||||||||||||||||
| Level 1: | ||||||||||||||||||||||||||
| Money market funds | ||||||||||||||||||||||||||
| Assets of non-qualified retirement plan | ||||||||||||||||||||||||||
| Certificates of deposit | ||||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| March 31, 2026 | ||||||||||||||||||||||||||
| Cash and Cash Equivalents | Short-Term Investments | Other Current Assets | Total | |||||||||||||||||||||||
| Cash | $ | $ | $ | $ | ||||||||||||||||||||||
| Level 1: | ||||||||||||||||||||||||||
| Money market funds | ||||||||||||||||||||||||||
| Assets of non-qualified retirement plan | ||||||||||||||||||||||||||
| Certificates of deposit | ||||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
For certain financial instruments, including accounts receivable and accounts payable, the carrying amounts approximate their fair value due to the relatively short maturity of these balances.
The Company held $6.2 million and $6.2 million of strategic investments without readily determinable fair values at June 30, 2026 and March 31, 2026, respectively (see Note 6). Strategic investments consist of non-controlling equity investments in privately held companies. These investments are accounted for under the cost method of accounting and are included in other assets on the condensed consolidated balance sheets. The Company recorded $0.1 million in strategic investment impairment charges that is recorded in other expense in the condensed consolidated statement of operations during the three months ended June 30, 2025. There were no impairment charges during the three months ended June 30, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction and Overview
LiveRamp Holdings, Inc. ("LiveRamp", "we", "us", or the "Company") is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp’s data collaboration network seamlessly unites data across advertisers, ad tech platforms, publishers, data providers, and commerce media networks — unlocking insights that deliver transformational consumer experiences, and drive measurable business outcomes. As consumers embrace AI-powered experiences, the LiveRamp data collaboration network expands the breadth and accuracy of the data on which marketing AI capabilities operate. Our platform is engineered for AI agent accessibility, facilitating autonomous data collaboration between the specialized AI agents utilized by our customers and partners and our networked platform. Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while accelerating business growth.
LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our common stock is listed on the New York Stock Exchange under the symbol “RAMP.” We serve a global customer base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct customer list includes many of the world’s best-known and most innovative brands across most major industry verticals, including but not limited to financial, insurance and investment services, information systems, direct marketing, retail, automotive, telecommunications, technology, consumer packaged goods, media, healthcare, travel and hospitality, entertainment and non-profit. We serve thousands of additional companies through our expansive partner ecosystem, unlocking access to unique customer moments and creating powerful network effects.
Pending Merger
On May 16, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MMS USA Holdings, Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Publicis (defined below), Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent ("Merger Sub"), and, solely for the purpose of Section 10.14 thereto, Publicis Groupe S.A., a French société anonyme ("Publicis"), pursuant to which, among other things, at the effective time of the merger (the "Effective Time"), Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned direct subsidiary of Parent.
As set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.10 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than any (i) Company common stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law; (ii) Company common stock owned by the Company, Parent or Merger Sub; and (iii) Company common stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) will be converted into the right to receive $38.50 in cash, without interest. The Merger is expected to close by the end of calendar year 2026, subject to customary closing conditions, including approval by the Company’s stockholders at the August 2026 special stockholders' meeting and the receipt of required regulatory approvals.
For the three months ended June 30, 2026, the Company recorded $6.5 million in acquisition-related charges, consisting of legal and professional services fees, which were recorded within gains, losses and other, net.
If the Merger is consummated, the Company common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
Additional information about the Merger Agreement and the Merger is set forth in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission ("SEC") on July 6, 2026.
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Operating Segment
The Company provides a data collaboration platform, essentially acting as a hub where businesses can securely share and manage first-party consumer data with trusted partners while prioritizing data privacy and ethics. The Company has one primary business activity, its data collaboration platform, as described in the business description section of Note 1, "Organization and Summary of Significant Accounting Policies." The Company generates revenue from subscription fees from clients accessing our platform, revenue-sharing fees generated from data transactions through our LiveRamp Data Marketplace, transactional usage-based fees from arrangements with certain publishers and addressable TV providers, and professional services fees. The platform is used by customers globally in a similar manner across geographies, channels and verticals.
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Under ASC 280 Segment Reporting, operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by our CODM. Our CODM uses net income (loss), among other measures, for budgeting and resource allocation purposes on a consolidated basis. Consolidated net income (loss) on the condensed consolidated statements of operations is the measure of financial profit and loss most closely aligned with Generally Accepted Accounting Principles ("GAAP") that is used by the CODM to assess performance against the Company’s annual financial plans as well as to allocate resources, such as decisions regarding headcount goals, significant contracts, internal investments and other items. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.
Sources of Revenues
LiveRamp recognizes revenue from the following sources: (i) Subscription revenue, which consists primarily of subscription fees from customers accessing our platform; and (ii) Marketplace and Other revenue, which primarily consists of revenue-sharing fees generated from data transactions through our LiveRamp Data Marketplace, transactional usage-based revenue from arrangements with certain publishers and addressable TV providers, and professional services fees.
/LiveRamp Data Collaboration Platform
As depicted in the graphic below, we power a leading enterprise platform for data collaboration. We enable organizations to access and leverage data more effectively across the applications they use to interact with their customers. At the core of our platform is an omnichannel, deterministic identity resolution technology that offers unparalleled accuracy, breadth, and depth. Leveraging deep expertise in data collaboration, the /LiveRamp Data Collaboration Platform enables an organization to unify customer and prospect data (first-, second-, or third-party) to build a single view of the customer in a way that protects consumer privacy. First-party data is data collected firsthand through a company's controlled channels. Second-party data is data that a company shares directly with a trusted business partner. Third-party data is data collected and sold by a company through an online data marketplace to companies with which it does not have a direct relationship. This single customer view can then be connected across any of the 500 partners in our ecosystem in order to support a variety of people-based marketing solutions. Our platform is configured to be interoperable with the AI models, applications and agents that our customers and partners are deploying to derive marketing outcomes more effectively and efficiently.
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The /LiveRamp Data Collaboration Platform provides customers with four core capabilities:
•Live/Identity. We provide enterprise identity infrastructure that resolves disparate consumer identities across different internal and external systems to create an accurate, connected view of the customer. Our approach to identity is built from two complementary graphs, combining offline data and online data and providing accuracy with a focus on privacy. LiveRamp's technology for directly identifiable information (or "DII") gives brands and platforms the ability to connect and update what they know about consumers, resolving DII across enterprise databases and systems to deliver better customer experiences. Our digital identity graph, powered by our Authenticated Traffic Solution (or "ATS"), associates pseudonymous device IDs, TV IDs and other online customer IDs from premium publishers, platforms or data providers, around a RampIDTM, a durable and privacy-centric connector to the digital ecosystem. This provides marketers with a consistent view of the consumer that is necessary for audience segmentation, targeting, and measurement.
•Live/Access. Our Data Marketplace provides customers with simplified access to industry-leading third-party data providers globally. The /LiveRamp Data Collaboration Platform allows for the search, discovery, and distribution of data provided by third-party data providers to improve targeting, measurement, and customer intelligence. Data accessed through the LiveRamp Data Marketplace is connected via RampID and is utilized to enrich our customers’ first-party data and then can be leveraged across technology and media platforms, agencies, analytics environments, and TV partners. Our platform also provides tools for data providers to manage the organization, distribution, and operation of their data and services across our network of customers and partners. Today we work with more than 225 data providers across all verticals and data types.
•Live/Connectivity. We enable organizations to leverage their customer and prospect data in the digital and TV ecosystems and across the customer experience applications they use through a safe and secure data matching process called data onboarding. Our technology ingests a customer’s first-party data, removes all DII, and replaces it with a pseudonymized RampID. RampID can then be distributed through direct integrations to the top platforms our customers work with, including leading marketing cloud providers, publishers and social networks, personalization tools, and connected TV services. We connect data across an ecosystem of more than 500 partners, representing one of the largest networks of connections in the digital marketplace.
•Live/Insights. Data Collaboration, using clean room technology, enables advanced measurement and analytics that helps produce insight-driven innovation. We enable data collaboration between organizations and their trusted partners in a neutral, manageable environment. Our platform provides customers with collaborative opportunities to securely build a more accurate, dynamic view of their customers by leveraging partner data. We power more accurate, more complete measurement with the measurement vendors and partners our customers use. Our platform allows customers to combine disparate data files, typically advertising exposure and customer sales transactions, securely by replacing customer identifiers with RampID. Customers then can use that aggregated view of each customer to measure reach and frequency, sales lift, closed loop offline-to-online conversion and cross-channel attribution.
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Subscription
We primarily charge for our platform services on an annual basis. Our subscription pricing is based primarily on data volume, which is a function of data input records and connection points.
Our solutions are sold to enterprise marketers and the companies they partner with to execute their marketing, including agencies, marketing technology providers, publishers and data providers. Today, we work with 845 direct customers worldwide and serve thousands of additional customers indirectly through our reseller partnership arrangements.
•Brands and Agencies. We work with over 500 of the largest brands and agencies in the world, helping them execute people-based marketing by creating an omni-channel understanding of the consumer, activating that understanding across their choice of digital marketing platforms and measuring the results to help optimize future marketing campaigns.
•Advertising and Marketing Technology Providers. We provide advertising and marketing technology providers with the identity foundation required to offer people-based targeting, measurement and personalization within their platforms. This adds value for brands by increasing reach, as well as the speed at which they can activate their marketing data.
•Publishers. We enable publishers of any size to offer people-based marketing on their properties. This adds value for brands by providing direct access to their customers and prospects in the publisher's premium inventory.
•Data Sellers. Leveraging our vast network of integrations, we allow data sellers to easily connect to the digital ecosystem and monetize their own data. Data can be distributed to customers or made available through the LiveRamp Data Marketplace. This adds value for brands as it allows them to augment their understanding of consumers and increase their understanding of customers and prospects.
Marketplace and Other
Leveraging our common identity system and broad integration network, the LiveRamp Data Marketplace seamlessly connects data sellers’ audience data across the marketing ecosystem. The LiveRamp Data Marketplace enables data sellers to easily monetize their data across hundreds of marketing platforms and publishers. At the same time, it provides a single platform where data buyers, including platforms and publishers, in addition to brands and their agencies, access third-party data from data sellers supporting all industries and encompassing all types of data. Data providers include sources and brands exclusive to LiveRamp, emerging platforms with access to previously unavailable deterministic data, and data partnerships enabled by our platform.
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We generate revenue from the Data Marketplace primarily through revenue-sharing arrangements with data sellers that are monetizing their data assets via our marketplace platform service. We also generate Marketplace and Other revenue through transactional usage-based arrangements with certain publishers and addressable TV providers. Data Marketplace revenue is recognized net of the share of revenue earned by the data seller.
To complement our product offering, we provide professional services and enhanced support entitlements to help customers leverage our platform and drive business outcomes. Our services offering includes product implementation, data science analytics, audience measurement and general advisory. We generate revenue from services from bundled platform subscriptions and project fees paid by subscribers to our platform. Professional services revenue is less than 5% of total Company revenue.
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Summary Results and Notable Events
A financial summary of the three months ended June 30, 2026 compared to the three months ended June 30, 2025 is presented below:
•Revenues were $214.0 million, a 9.8% increase from $194.8 million.
•Cost of revenue was $63.0 million, an 8.1% increase from $58.3 million.
•Gross margin was 70.5%, an increase from 70.1%.
•Total operating expenses were $130.8 million, a 1.2% increase from $129.3 million.
•Cost of revenue and operating expenses for the three months ended June 30, 2026 and 2025 included the following items:
◦Non-cash stock compensation of $20.9 million and $25.4 million, respectively (cost of revenue of $1.1 million and $1.5 million, respectively, and operating expenses of $19.8 million and $23.9 million, respectively)
◦Purchased intangible asset amortization of $2.8 million and $2.8 million, respectively (cost of revenue)
◦Restructuring and other charges of $6.6 million and $0.4 million, respectively (operating expenses)
•Total other income, net was $3.1 million, a decrease of $0.6 million from $3.7 million.
•Net earnings were $17.5 million, or $0.28 per diluted share, compared to net earnings of $7.7 million, or $0.12 per diluted share.
•Net cash provided by operating activities was $17.0 million compared to net cash used in operating activities of $15.8 million.
•The Company repurchased 0.6 million shares of its common stock for $17.6 million compared to 1.1 million shares for $29.9 million under the Company's common stock repurchase program.
As part of the Company’s multi-year global workforce strategy, we completed the wind down of our arrangement with a third-party service provider in India, onboarded certain roles previously performed by the service provider and opened our new office in in Hyderabad, India. As a result, as of July 1, 2026, headcount increased by approximately 180 employees, bringing total headcount in India to approximately 265 employees as of such date.
This summary and the following discussion and analysis highlight financial results as well as other significant events and transactions of the Company during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, unless otherwise stated. However, this summary is not intended to be a full discussion of the Company's results. This summary should be read in conjunction with the following discussion of Results of Operations and Capital Resources and Liquidity and with the Company's condensed consolidated financial statements and footnotes accompanying this Quarterly Report on Form 10-Q.
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Key Performance Metrics
In addition to measures of financial performance presented in our condensed consolidated financial statements, we monitor the key metrics set forth below to help us evaluate revenue growth trends, establish budgets and measure the effectiveness of our sales and marketing efforts. The data below is presented in millions, except for percentages.
% Change | ||||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 from June 30, 2025 | June 30, 2025 from June 30, 2024 | |||||||||||||||||||||||
| Subscription net retention | 103 | % | 104 | % | (1) | % | (1) | % | ||||||||||||||||||
| Annualized recurring revenue | $ | 539 | $ | 502 | 7 | % | 5 | % | ||||||||||||||||||
| Remaining performance obligation | $ | 685 | $ | 690 | (1) | % | 29 | % | ||||||||||||||||||
| Current remaining performance obligation | $ | 482 | $ | 451 | 7 | % | 14 | % | ||||||||||||||||||
Subscription Net Retention
Subscription net retention (“SNR”) is defined as the current quarter subscription revenue (net) from customers who have been on our platform for one year or more, divided by the prior year quarter subscription revenue (net), inclusive of upsell, churn (lost contract), downsell (contract reduction), and variable revenue changes. SNR excludes revenue from new customers that have not been on our platform for one year or more. We believe our SNR is an important metric that provides insight into the long-term value of our subscription agreements and our ability to retain and grow revenue from our subscription customer base. SNR rate is an operational metric, and there is no comparable GAAP financial measure to which we can reconcile this particular key metric.
SNR was 103%, reflecting an increase in fixed revenue and a more modest increase in variable revenue. SNR at June 30, 2026 compared to June 30, 2025 decreased 1% as a result of lower contribution from variable revenue.
Annualized Recurring Revenue
Annualized Recurring Revenue (“ARR”) is defined as the last month of quarter fixed subscription revenue annualized and does not include any variable or non-recurring revenue amounts. We believe ARR provides important information about our future revenue potential, our ability to acquire new customers, and our ability to maintain and expand our relationship with existing customers. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates. ARR should be viewed independently of revenue and deferred revenue, as ARR is an operating metric and is not intended to be combined with or replace these items. Our use of ARR has limitations as an analytical tool, and investors should not consider it in isolation. Other companies in our industry may calculate ARR differently, which reduces its usefulness as a comparative measure.
Our ARR growth of 7% was attributed to both new customer revenue and net growth (upsell revenue less downsell and churn) in existing customer revenue.
Remaining Performance Obligations and Current Remaining Performance Obligations
Remaining performance obligations (“RPO”) is defined as all future revenue under contract that has not yet been recognized as revenue. Future invoicing is determined to be certain when we have an executed non-cancellable contract or a significant penalty that is due upon cancellation, and invoicing is not dependent on a future event such as the delivery of a specific new product or feature, or the achievement of contractual contingencies. Current RPO ("CRPO") represents RPO to be recognized over the next twelve months.
While the Company believes RPO and CRPO are leading indicators of revenue as they represent sales activity not yet recognized in revenue, they are not necessarily indicative of future revenue growth as they are influenced by several factors, including seasonality of contract renewal timing and average contract terms. The Company monitors RPO and CRPO to manage the business and evaluate performance. The relative change in both RPO and CRPO growth (in terms of % change) is primarily due to the size and timing of multi-year renewals.
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Results of Operations
A summary of selected financial information for each of the periods reported is presented below (dollars in thousands, except per share amounts):
| For the three months ended | ||||||||||||||||||||
| June 30, | ||||||||||||||||||||
| % | ||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||
| Revenues | $ | 213,986 | $ | 194,822 | 10 | |||||||||||||||
| Cost of revenue | 63,043 | 58,319 | 8 | |||||||||||||||||
| Gross profit | 150,943 | 136,503 | 11 | |||||||||||||||||
| Total operating expenses | 130,780 | 129,282 | 1 | |||||||||||||||||
| Income from operations | 20,163 | 7,221 | 179 | |||||||||||||||||
| Total other income, net | 3,091 | 3,709 | (17) | |||||||||||||||||
| Income tax expense | 5,739 | 3,183 | 80 | |||||||||||||||||
| Net earnings from continuing operations | $ | 17,515 | $ | 7,747 | 126 | |||||||||||||||
| Diluted earnings per share from continuing operations | $ | 0.28 | $ | 0.12 | 144 | |||||||||||||||
Revenues
The Company's revenues for each of the periods reported is presented below (dollars in thousands):
| For the three months ended | ||||||||||||||||||||
| June 30, | ||||||||||||||||||||
| % | ||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Subscription | $ | 160,382 | $ | 148,375 | 8 | |||||||||||||||
| Marketplace and Other | 53,604 | 46,447 | 15 | |||||||||||||||||
| Total revenues | $ | 213,986 | $ | 194,822 | 10 | |||||||||||||||
Total revenues were $214.0 million for the three months ended June 30, 2026, a $19.2 million, or 9.8%, increase compared to the same period a year ago. The increase was due to revenue growth in both Subscription and Marketplace and Other. The Subscription revenue growth was $12.0 million, or 8.1%, primarily due to upsell to existing customers and higher variable revenue. The Marketplace and Other revenue growth was $7.2 million, or 15.4%, primarily due to Data Marketplace and other transactional growth. On a geographic basis, U.S. revenue increased $16.7 million, or 9.1%. International revenue increased $2.5 million, or 23.2%. The differences in exchange rates in the current year compared to those in the prior year favorably impacted international revenue growth by approximately 2 percentage points.
Cost of Revenue and Gross Profit
The Company’s cost of revenue and gross profit for each of the periods reported is presented below (dollars in thousands):
| For the three months ended | ||||||||||||||||||||
| June 30, | ||||||||||||||||||||
| % | ||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||
| Cost of revenue | $ | 63,043 | $ | 58,319 | 8 | |||||||||||||||
| Gross profit | $ | 150,943 | $ | 136,503 | 11 | |||||||||||||||
| Gross margin (%) | 70.5 | % | 70.1 | % | 1 | |||||||||||||||
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Cost of revenue includes third-party direct costs including identity graph data, other data and cloud-based hosting costs, as well as costs of IT, security, product operations and professional services functions. Cost of revenue also includes amortization of acquisition-related intangibles.
Cost of revenue was $63.0 million for the three months ended June 30, 2026, a $4.7 million, or 8.1%, increase from the same period a year ago. Gross profit increased to $150.9 million (70.5% gross margin) from $136.5 million (70.1% gross margin) in the prior period due to the revenue increase of $19.2 million, offset partially by an increase in cloud infrastructure costs (increased $6.0 million) driven by increased customer usage and platform migration costs. U.S. gross margins decreased to 70.1% from 70.6%, and International gross margins increased to 77.5% from 60.5%.
Operating Expenses
The Company’s operating expenses for each of the periods reported is presented below (dollars in thousands):
| For the three months ended | ||||||||||||||||||||
| June 30, | ||||||||||||||||||||
| % | ||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Research and development | $ | 37,134 | $ | 39,608 | (6) | |||||||||||||||
| Sales and marketing | 51,934 | 51,906 | — | |||||||||||||||||
| General and administrative | 35,149 | 37,345 | (6) | |||||||||||||||||
| Gains, losses and other items, net | 6,563 | 423 | N/A | |||||||||||||||||
| Total operating expenses | $ | 130,780 | $ | 129,282 | 1 | |||||||||||||||
Research and development (“R&D”) expense includes operating expenses for the Company’s engineering and product/project management functions supporting research, new development, and related product enhancement.
R&D expenses were $37.1 million for the three months ended June 30, 2026, a decrease of $2.5 million, or 6.2%, compared to the same period a year ago, and are 17.4% of total revenues compared to 20.3% in the prior year. The decrease is primarily due to stock-based compensation expense (decreased $2.5 million).
Sales and marketing (“S&M”) expense includes operating expenses for the Company’s sales, marketing, and product marketing functions. S&M expense also includes provisions for credit losses.
S&M expenses were $51.9 million for the three months ended June 30, 2026, staying flat compared to the same period a year ago, and are 24.3% of total revenues compared to 26.6% in the prior year. Changes within S&M expenses compared to the prior year were primarily in third-party marketing and event expenses (increased $1.5 million) and headcount-related expenses (increased $1.1 million), and professional services (increased $0.4 million), offset by stock-based compensation expense (decreased $2.0 million) and bad debt expenses (decreased $1.0 million).
General and administrative ("G&A") expense represents operating expenses for the Company's finance, human resources, legal, corporate IT, and other corporate administrative functions.
G&A expenses were $35.1 million for the three months ended June 30, 2026, a decrease of $2.2 million, or 5.9%, compared to the same period a year ago, and are 16.4% of total revenues compared to 19.2% in the prior year. The decrease is primarily due to professional services expenses (decreased $3.3 million) largely related to a decrease in litigation costs associated with the class action lawsuit and fees in support of strategic corporate initiatives, offset partially by stock-based compensation expense (increased $0.5 million).
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Gains, losses, and other items, net represents restructuring costs and other adjustments.
Gains, losses and other items, net was $6.6 million for the three months ended June 30, 2026, an increase of $6.1 million compared to the same period a year ago. The current year relates primarily to acquisition-related costs associated with the Merger. The prior year relates primarily to adjustments to previous lease restructuring reserves.
Income from Operations and Operating Margin
Income from operations was $20.2 million for the three months ended June 30, 2026 compared to income from operations of $7.2 million in the same period a year ago. Operating margin was 9.4% compared to 3.7% in the same period a year ago. Margins in the current year were positively impacted by the increase in gross profit.
Total Other Income
Total other income, net was $3.1 million for the three months ended June 30, 2026 compared to $3.7 million in the same period a year ago. The decrease is primarily attributable to lower interest rates.
Income Taxes
Income tax expense was $5.7 million on income from continuing operations before income taxes of $23.3 million for the three months ended June 30, 2026, resulting in a 24.7% effective tax rate. This compares to income tax expense of $3.2 million on income from continuing operations before income taxes of $10.9 million, or a 29.1% effective tax rate in the same period a year ago. The decrease in the effective tax rate was primarily driven by changes in valuation allowance and unrecognized tax benefits, partially offset by nondeductible stock-based compensation.
Capital Resources and Liquidity
The Company’s cash and cash equivalents are primarily located in the United States. At June 30, 2026, approximately $24.1 million of the total cash balance of $363.5 million, or approximately 6.6%, was located outside of the United States.
Trade accounts receivable, net balances were $216.7 million at June 30, 2026, an increase of $3.7 million, compared to $213.0 million at March 31, 2026. Days sales outstanding ("DSO"), a measurement of the time it takes to collect receivables, was 92 days at June 30, 2026, compared to 93 days at March 31, 2026. DSO can fluctuate due to the timing and nature of contracts that lead to up-front billings related to deferred revenue on services not yet performed, and Data Marketplace contracts, which are billed on a gross basis, recognized as revenue on a net basis, but for which the amount that is due to data sellers is not reflected as an offset to accounts receivable. Compared to March 31, 2026, DSO at June 30, 2026 was not impacted due to Data Marketplace gross accounts receivable. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected.
Working capital at June 30, 2026 totaled $396.4 million, a $8.1 million increase when compared to $388.4 million at March 31, 2026.
Management believes that the Company's existing available cash will be sufficient to meet the Company's working capital and capital expenditure requirements for the short term (the next 12 months) and separately in the long term (beyond the next 12 months). However, in light of the uncertainty regarding tariffs and other trade restrictions, risk of recession, the military conflicts in Europe and the Middle East, cost increases, capital markets volatility and general inflationary pressures, our liquidity position may change due to the inability to collect from our customers, inability to raise new capital via issuance of equity or debt, and disruption in completing repayments or disbursements to our creditors. These impacts have caused significant disruptions to the global financial markets, which could increase the cost of capital and adversely impact our ability to raise additional capital, which could negatively affect our liquidity in the future. We have historically taken and may continue to take advantage of opportunities to generate additional liquidity through capital market transactions. The amount, nature, and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature, and timing of our capital requirements; and overall market conditions. If we are unable to raise funds as and when we need them, we may be forced to curtail our operations.
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Under the terms of the Merger Agreement, we have agreed to various covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time. We have agreed that we may not take, commit or agree to do certain actions without Parent’s consent, including, but not limited to, entering into material transactions other than in the ordinary course of business, disposing of material assets, making capital expenditures in excess of the amounts specified in the Merger Agreement, issuing additional capital stock or other equity securities, repurchasing capital stock except in satisfaction of tax withholding on vesting of restricted awards or for exercise price of stock options, or incurring indebtedness. We do not believe these restrictions will prevent us from meeting our ongoing operating and working capital needs or capital expenditure requirements.
Cash Flows
The following table summarizes our cash flows for the periods reported (dollars in thousands):
| For the three months ended | ||||||||||||||
| June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash provided by (used in) operating activities | $ | 17,016 | $ | (15,821) | ||||||||||
| Net cash used in investing activities | $ | (703) | $ | (917) | ||||||||||
| Net cash used in financing activities | $ | (32,324) | $ | (34,797) | ||||||||||
Operating Activities
Cash flows from operating activities are primarily influenced by growth in our operations, increases or decreases in collections from our customers, and related payments to our suppliers and employees. The timing of cash receipts from customers and payments to suppliers and employees can significantly impact our cash flows from operating activities. Our collection and payment cycles can vary from period to period.
Net cash provided by operating activities for the three months ended June 30, 2026 was $17.0 million and resulted primarily from operating results adjusted for non-cash items of $42.0 million offset by changes in operating assets and liabilities of $25.0 million. Net cash used due to changes in operating assets and liabilities was primarily related to decrease in accounts payable and other liabilities of $37.3 million, partially offset by an increase in deferred revenue of $5.7 million and income taxes payable of $4.5 million. The change in accounts payable and other liabilities is primarily due to the payment of annual incentive compensation awards for fiscal 2026 and the timing of payments to suppliers.
Net cash used in operating activities for the three months ended June 30, 2025 was $15.8 million and resulted primarily from operating results adjusted for non-cash items of $38.2 million offset by changes in operating assets and liabilities of $54.0 million. Net cash used by changes in operating assets and liabilities was primarily related to a decrease in accounts payable and other liabilities of $35.9 million and an increase in accounts receivable of $34.3 million, partially offset by an increase in deferred revenue of $5.7 million and income taxes payable of $4.5 million. The change in accounts payable and other liabilities is primarily due to the payment of annual incentive compensation awards for fiscal year 2025 and the timing of payments to suppliers. The change in accounts receivable is primarily due to revenue growth and the timing of cash receipts from customers.
Investing Activities
Our investing activities have primarily consisted of business acquisitions, capital expenditures, purchases and sales of investments and strategic investments. Capital expenditures may vary from period to period due to the timing of the expansion of our operations, the addition of new headcount, new facilities, and acquisitions. Investing activities also include purchases and sales of short-term investments using available cash reserves.
Net cash used in investing activities for the three months ended June 30, 2026 was $0.7 million and consisted of capital expenditures.
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Net cash used in investing activities for the three months ended June 30, 2025 was $0.9 million and consisted of net cash paid in acquisitions of $0.6 million related to the Habu escrow and capital expenditures of $0.3 million.
Financing Activities
Our financing activities have consisted of acquisition of treasury stock, proceeds from our equity compensation plans, and shares repurchased for tax withholdings upon vesting of stock-based awards.
Net cash used in financing activities for the three months ended June 30, 2026 was $32.3 million and consisted of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan, and related excise tax payments, of $17.6 million (0.6 million shares), and $17.3 million for shares repurchased for tax withholdings upon vesting of stock-based awards. These uses of cash were partially offset by $2.6 million of proceeds from the sale of common stock from our equity compensation plans.
Net cash used in financing activities for the three months ended June 30, 2025 was $34.8 million and consisted of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan, and related excise tax payments, of $29.9 million (1.1 million shares), and $10.8 million for shares repurchased for tax withholdings upon vesting of stock-based awards. These uses of cash were partially offset by $5.9 million of proceeds from the sale of common stock from our equity compensation plans.
Common Stock Repurchase Program
On February 12, 2026, the Company's board of directors approved an amendment to the existing common stock repurchase program, which was initially adopted in 2011. The amendment authorized an additional $200.0 million in share repurchases, increasing the total amount authorized for repurchase under the common stock repurchase program to $1.5 billion. In addition, it extended the common stock repurchase program duration through December 31, 2027.
During the three months ended June 30, 2026, the Company repurchased 0.6 million shares of its common stock for $17.6 million under the modified common stock repurchase program. Through June 30, 2026, the Company had repurchased a total of 49.2 million shares of its common stock for $1.3 billion under the program, leaving remaining capacity of $244.2 million. In accordance with the Merger Agreement, the Company has paused repurchases under its stock repurchase program through the completion of the Merger. The repurchase amounts included in the condensed consolidated statements of stockholders' equity and the condensed consolidated statements of cash flows included amounts related to the 1% excise tax on share repurchases, net of share issuances, as a result of the Inflation Reduction Act of 2022.
Contractual Commitments
The following tables present the Company’s contractual cash obligations and purchase commitments at June 30, 2026 (dollars in thousands). Operating leases primarily consist of our various office facilities. Purchase commitments primarily include contractual commitments for the purchase of data, hosting services, software-as-a-service arrangements, and leasehold improvements. The tables do not include the future payment of liabilities related to uncertain tax positions of $38.4 million as the Company is not able to predict the periods in which the payments will be made. The amount for 2027 represents the remaining nine months ending March 31, 2027. All other periods represent fiscal years ending March 31.
| For the years ending March 31, | ||||||||||||||||||||||||||||||||||||||||||||
| 2027 | 2028 | 2029 | 2030 | 2031 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||
| Operating leases | $ | 8,365 | $ | 10,722 | $ | 10,369 | $ | 3,993 | $ | 3,181 | $ | 219 | $ | 36,849 | ||||||||||||||||||||||||||||||
| For the years ending March 31, | ||||||||||||||||||||||||||
| 2027 | 2028 | 2029 | Total | |||||||||||||||||||||||
| Purchase commitments | $ | 25,742 | $ | 17,523 | $ | 8,070 | $ | 51,335 | ||||||||||||||||||
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While the Company does not have any other material contractual commitments for capital expenditures, certain levels of investments in facilities and computer equipment continue to be necessary to support the growth of the business.
For a description of certain risks that could have an impact on results of operations or financial condition, including liquidity and capital resources, see “Risk Factors” contained in Part I, Item 1A, of the Company's 2026 Annual Report on Form 10-K as filed with the SEC on May 21, 2026 ("2026 Annual Report").
Non-U.S. Operations
The Company has a material presence in the United Kingdom, France, Spain, the Netherlands, India, Brazil, Australia and China. Most of the Company’s exposure to exchange rate fluctuation is due to translation gains and losses as there are no material transactions that cause exchange rate impact. In general, each of the foreign locations is expected to fund its own operations and cash flows, although funds may be loaned or invested from the U.S. to the foreign subsidiaries. These advances are considered long-term investments, and any gain or loss resulting from changes in exchange rates as well as gains or losses resulting from translating the foreign financial statements into U.S. dollars are included in accumulated other comprehensive income. Therefore, exchange rate movements of foreign currencies may have an impact on the Company’s future costs or on future cash flows from foreign investments. The Company has not entered into any foreign currency forward exchange contracts or other derivative instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.
Critical Accounting Policies
We prepare our condensed consolidated financial statements in conformity with U.S. GAAP as set forth in the FASB ASC, and we consider the various staff accounting bulletins and other applicable guidance issued by the SEC. These accounting principles require management to make certain judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The consolidated financial statements in the 2026 Annual Report include a summary of significant accounting policies used in the preparation of the Company’s consolidated financial statements. In addition, the Management’s Discussion and Analysis of Financial Condition and Results of Operations filed as part of the 2026 Annual Report contains a discussion of the policies that management has identified as the most critical because they require management’s use of complex and/or significant judgments. None of the Company’s critical accounting policies have materially changed since the date of the 2026 Annual Report other than as described in the "Accounting Pronouncements Adopted During the Current Year" section of Note 1, "Organization and Summary of Significant Accounting Policies”, of the Notes to Condensed Consolidated Financial Statements accompanying this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
For information on recent accounting pronouncements, see “Accounting Pronouncements Adopted During the Current Year" and “Recent Accounting Pronouncements Not Yet Adopted” under Note 1, “Organization and Summary of Significant Accounting Policies”, of the Notes to Condensed Consolidated Financial Statements accompanying this report.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We believe there have been no material changes in our market risk exposures for the three months ended June 30, 2026, as compared with those discussed in the 2026 Annual Report.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
Our management, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial and accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on this evaluation, our principal executive officer and our principal financial and accounting officer concluded that as of June 30, 2026, our disclosure controls and procedures were effective.
(b) Changes in Internal Control over Financial Reporting.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The information required by this item is set forth under Note 14, “Commitments and Contingencies”, to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Item 1A. Risk Factors
The risks described in Part I, Item 1A, “Risk Factors” in the 2026 Annual Report, remain current in all material respects.
The risk factors in the 2026 Annual Report do not identify all risks that we face. Our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. If any of the identified risks or others not specified in our SEC filings materialize, our business, financial condition, or results of operations could be materially adversely affected. In these circumstances, the market price of our common stock could decline.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
a.Not applicable.
b.Not applicable.
c.The table below provides information regarding purchases by LiveRamp of its common stock during the periods indicated.
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid Per Share (1) | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) | ||||||||||||||||||||||
| April 1, 2026 - April 30, 2026 | 463,047 | $ | 27.86 | 463,047 | $ | 248,877,429 | ||||||||||||||||||||
| May 1, 2026 - May 31, 2026 | 159,046 | $ | 29.24 | 159,046 | $ | 244,226,158 | ||||||||||||||||||||
| June 1, 2026 - June 30, 2026 | — | $ | — | — | $ | 244,226,158 | ||||||||||||||||||||
| Total | 622,093 | $ | 28.22 | 622,093 | ||||||||||||||||||||||
On August 29, 2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded, most recently on February 12, 2026. Under the modified common stock repurchase program, the Company may purchase up to $1.5 billion of its common stock through the period ending December 31, 2027. Through June 30, 2026, the Company had repurchased a total of 49.2 million shares of its common stock for $1.3 billion, leaving remaining capacity of $244.2 million under the stock repurchase program. In accordance with the Merger Agreement, the Company has paused repurchases under its stock repurchase program through the completion of the Merger.
(1) Average price paid includes costs associated with the repurchases, excluding the 1% excise tax as a result of the Inflation Reduction Act of 2022.
(2) Amounts presented exclude the 1% excise tax as a result of the Inflation Reduction Act of 2022.
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Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
a. Not applicable.
b. Not applicable.
c. During the three months ended June 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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Item 6. Exhibits
The following exhibits are filed with this Quarterly Report on Form 10-Q:
| 2.1* | Agreement and Plan of Merger, dated as of May 16, 2026, by and among Company, Parent and Merger Sub and solely for purposes of Section 10.14 thereto, Publicis (previously filed on May 18, 2026, as Exhibit 2.1 to LiveRamp Holdings, Inc.’s Current Report on Form 8-K, Commission File No. 001-38669, and incorporated herein by reference) | |||||||
| 3.1 | Third Amended and Restated Bylaws, dated May 15, 2026 (previously filed on May 18, 2026, as Exhibit 3.1 to LiveRamp Holdings, Inc.’s Current Report on Form 8-K, Commission File No. 001-38669, and incorporated herein by reference) | |||||||
| 10.1 | Form of Performance Unit Award Agreement under the Amended and Restated 2005 Compensation Plan of LiveRamp Holdings, Inc. (CA) | |||||||
| 10.2 | Form of Performance Unit Award Agreement under the Amended and Restated 2005 Compensation Plan of LiveRamp Holdings, Inc. | |||||||
| 23 | Consent of KPMG LLP | |||||||
| 31.1 | Certification of Chief Executive Officer (principal executive officer) pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 | |||||||
| 31.2 | Certification of Chief Financial Officer (principal financial and accounting officer) pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 | |||||||
| 32.1 | Certification of Chief Executive Officer (principal executive officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 32.2 | Certification of Chief Financial Officer (principal financial and accounting officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
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| 101 | The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in inline XBRL: (i) Condensed Consolidated Balance Sheets at June 30, 2026 and March 31, 2026, (ii) Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2026 and 2025, (iii) Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended June 30, 2026 and 2025, (iv) Condensed Consolidated Statements of Equity for the Three Months Ended June 30, 2026, (v) Condensed Consolidated Statements of Equity for the Three Months Ended June 30, 2025, (vi) Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2026 and 2025, and (vii) the Notes to Condensed Consolidated Financial Statements, tagged in detail. | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
| * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any schedules so furnished. | ||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LIVERAMP HOLDINGS, INC. | ||||||||
| Dated: August 5, 2026 | By: | /s/ Lauren Dillard | ||||||
(Signature) | ||||||||
| Lauren Dillard | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
(principal financial and accounting officer) | ||||||||
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