Publicis to acquire LiveRamp (NYSE: RAMP) in $2.5B all-cash deal
Rhea-AI Filing Summary
LiveRamp Holdings, Inc. agreed to be acquired by Publicis Groupe in an all-cash merger at $38.50 per share, valuing LiveRamp’s equity at $2.5 billion and representing about a 30% premium to its May 15, 2026 closing price. The deal, unanimously approved by both boards, will make LiveRamp a wholly owned subsidiary of Publicis, with closing dependent on shareholder approval, antitrust and foreign investment clearances, CFIUS approval, and the absence of a material adverse effect. Each side may owe a $32.35 million termination fee in specified scenarios, and the merger must close by May 16, 2027, subject to a possible three‑month extension. After completion, LiveRamp’s stock will be delisted from the NYSE. For fiscal 2026, LiveRamp reported revenue of $812.9 million (up 9%), net earnings of $146.0 million, record operating cash flow of $167.8 million, and share repurchases of $194.5 million. Fourth‑quarter revenue was $206.1 million with net earnings of $70.9 million.
Positive
- All-cash premium takeout: Publicis will acquire LiveRamp for $38.50 per share in cash, implying about $2.5 billion of equity value and a roughly 30% premium to the May 15, 2026 closing price.
Negative
- None.
Insights
All-cash sale at a premium alongside a strong profitability turn.
LiveRamp is set to be acquired by Publicis Groupe for $38.50 per share in cash, giving an equity value of about $2.5 billion and an enterprise value near $2.17 billion. The roughly 30% premium suggests a full takeout price versus the pre‑announcement close.
The merger is contingent on shareholder approval, U.S. and non‑U.S. antitrust and foreign investment clearances, and CFIUS approval, with an outside date of May 16, 2027 plus a potential three‑month extension. Each party could owe a $32.35 million break fee under specified failure scenarios, which is modest relative to deal size.
Operationally, fiscal 2026 performance improved meaningfully: revenue reached $812.9 million (up 9%), GAAP net earnings were $145.95 million versus a prior‑year loss, and adjusted EBITDA was $184.8 million. Record operating cash flow of $167.8 million and buybacks of $194.5 million indicate solid cash generation heading into the transaction.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
CFIUS Approval regulatory
non-GAAP financial
Adjusted EBITDA financial
exclusive forum regulatory
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 16, 2026, LiveRamp Holdings, Inc. (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 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 direct wholly owned subsidiary of Parent.
The Board of Directors of the Company (the “Company Board”) has unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the Merger Agreement, (iii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein and (iv) resolved to recommend that the Company’s stockholders approve the transactions, including the Merger, and adopt the Merger Agreement.
The Merger Agreement
On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.10 per share, of the Company (“Company Common Stock”) 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 (the “DGCL”), (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”).
In addition, the Merger Agreement provides for the following treatment of the Company’s equity awards at the Effective Time:
| · | Options: Each outstanding option to purchase shares of Company Common Stock (each, a “Company Option”) will be converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the applicable exercise price per share of such Company Option multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time. 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. |
| · | Restricted Stock Awards: Each outstanding award of restricted shares of Company Common Stock (each, a “Company Restricted Stock Award”) will be converted into a restricted cash award in an amount equal to (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. 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. |
| · | Company Restricted Stock Unit Awards and Performance Stock Unit Awards: Each outstanding time-vesting restricted stock unit award (each, a “Company RSU Award”) and each outstanding performance-vesting restricted stock unit award (each, a “Company PSU Award”) will be converted into a restricted cash award in an amount equal to (i) the number of shares of Company Common Stock subject to such Company RSU Award or Company PSU Award (determined based on (x) in the case of Company PSU Awards granted on or prior to December 31, 2025, that are subject to “Rule of 40” performance conditions, 128% of the target level of performance (in the case of fiscal year 2025 grants) and 139% of the target level of performance (in the case of fiscal year 2026 grants), (y) in the case of all other Company PSU Awards granted on or prior to December 31, 2025, actual performance for completed performance periods and the greater of the target level and the actual level of performance through the Effective Time for incomplete performance periods and (z) in the case of Company PSU Awards granted after December 31, 2025, target level of performance) immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time, except that the performance-based vesting conditions applicable to Company PSU Awards will cease to apply, and the awards 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. |
The consummation of the Merger is subject to various conditions, including, among others, customary conditions relating to: (i) approval of the Merger and the adoption of the Merger Agreement by the Company’s stockholders (the “Company Stockholder Approval”); (ii) the absence of any law or order making unlawful or restraining, enjoining or otherwise prohibiting consummation of the Merger; (iii) (a) expiration or termination of any applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the receipt of certain non-U.S. antitrust and foreign direct investment approvals and (c) the receipt of the CFIUS Approval (as defined in the Merger Agreement); (iv) the absence of any material adverse effect with respect to the Company; and (v) other customary conditions relating to the accuracy of representations and warranties and performance of covenants.
The Merger Agreement also contains customary representations, warranties and covenants of the Company, Parent and Merger Sub, including, among others, covenants regarding the operation of the business of the Company and its subsidiaries prior to the Effective Time. Each of the Company and Parent will use its respective reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable under applicable law to consummate the transactions contemplated in the Merger Agreement. In addition, the Company has agreed to customary “no shop” restrictions on the Company’s ability to solicit any Acquisition Proposal (as defined in the Merger Agreement) and to enter into any Company Acquisition Agreement (as defined in the Merger Agreement). Notwithstanding the limitations applicable under the “no-shop” restrictions, if, after the date of the Merger Agreement and prior to the date on which the Company Stockholder Approval is obtained, the Company receives a bona fide written Acquisition Proposal that did not result from a breach of the Company’s obligations under the “no-shop” restrictions and the Company Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Acquisition Proposal (i) constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and (ii) the failure to take such action would be a breach of its fiduciary duties under applicable law, the Company may engage in discussions or negotiations with and may provide nonpublic information relating to the Company to the person making such Acquisition Proposal and change its recommendation that the Company’s stockholders approve the adoption of the Merger Agreement, subject to certain notice rights, execution of confidentiality agreements and match rights in favor of Parent.
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 (the “Exchange Act”), provided that such delisting and termination will not be effective until at or after the Effective Time.
The Merger Agreement provides for certain customary termination rights of the Company and Parent, including, among others, (i) the Company’s right to terminate the Merger Agreement prior to the time the Company Stockholder Approval is obtained, in certain circumstances and subject to certain limitations, to accept a Superior Proposal, (ii) Parent’s right to terminate the Merger Agreement if the Company Board changes its recommendation that the Company’s stockholders approve the Merger and adopt the Merger Agreement or the Company is in material breach of the Merger Agreement, (iii) the right of each of the Company and Parent to terminate the Merger Agreement if the (a) the Company Stockholder Approval is not obtained, (b) the Merger has not been completed on or before May 16, 2027 (the “Outside Date”), which will be automatically extended by a period of three (3) months if certain regulatory closing conditions remain the only conditions not satisfied or waived as of the Outside Date (other than conditions that by their nature are to be satisfied at the closing) or (c) if the Committee on Foreign Investment in the United States (“CFIUS”) notifies Parent and the Company in writing that it intends to send a report to the President recommending he act to suspend or prohibit the Merger or the President issues an order suspending or prohibiting the Merger. The Merger Agreement also provides that (x) the Company will be required to pay Parent a termination fee of $32,350,000 following or in connection with the termination of the Merger Agreement in certain circumstances, including if the Company terminates the Merger Agreement in order to accept a Superior Proposal as set forth in the Merger Agreement and (y) Parent will be required to pay the Company a termination fee of $32,350,000 following or in connection with the termination of the Merger Agreement in certain circumstances, including if the Company terminates the Merger Agreement as a result of regulatory consents not being obtained on or before the Outside Date or the extension thereof and all other applicable conditions to the closing have been satisfied as of the time of such termination.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
A copy of the Merger Agreement and the above description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about the Company, Parent or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or Parent’s public disclosures.
| Item 2.02. | Results of Operations and Financial Condition |
On May 17, 2026, the Company issued a press release announcing the results of its financial performance for its fourth quarter and fiscal year ended March 31, 2026. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. Due to the announcement that the Company and Parent have entered into the Merger Agreement, the Company has canceled its conference call to discuss its fiscal 2026 fourth quarter financial results that was scheduled for 1:30 PM PDT on Thursday, May 21, 2026.
The information in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Concurrently with the Merger Agreement, the Board approved the grant of retention awards to each of Scott Howe, Lauren Dillard, Jerry Jones and Vihan Sharma, in the amounts of $500,000, $500,000, $1,000,000 and $500,000, respectively. The retention awards will be payable in cash on the 30th day following the Effective Time (or such earlier date as is determined by Parent), subject to continued employment through such date with the Company or one of its affiliates.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change to Fiscal Year. |
On May 15, 2026, the Company Board approved an amendment and restatement to the Company’s Second Amended and Restated Bylaws (the “Bylaws”, and such amendment and restatement, the “Third Amended and Restated Bylaws”). The Third Amended and Restated Bylaws became effective on May 15, 2026.
The Third Amended and Restated Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or, if neither such court has jurisdiction, any other state court located within the State of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting for or based upon a claim of breach of a fiduciary duty owed by any current or former director, officer or employee of the Company to the Company or the Company’s stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against the Company or any current or former director, officer or employee of the Company arising pursuant to any provision of the DGCL, the Certificate of Incorporation or the Bylaws (in each case, as they may be amended from time to time), (iv) any action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine (as defined by or used in case law under the laws of the State of Delaware), or (v) any action asserting an “internal corporate claim” as the term is defined in Section 115 of the DGCL. The Third Amended and Restated Bylaws also provide that, unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States shall be the sole and exclusive forum for any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time); provided, however, that if such bylaws are, or the application of such bylaw to any person or any circumstance is, illegal, invalid or unenforceable, the Court of Chancery of the State of Delaware shall be the sole and exclusive state court forum for any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time).
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company is deemed to have notice of and consented to the provisions of the bylaw amendment.
The foregoing description of the Third Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On May 17, 2026, Publicis and the Company published a joint press release announcing the entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.
Important Information and Where to Find It
This Current Report on Form 8-K and the exhibits hereto may be deemed to be solicitation material in respect of the proposed transaction between the Company, Parent, Merger Sub and Publicis. In connection with the proposed transaction, the Company will be filing documents with the Securities and Exchange Commission (the “SEC”), including preliminary and definitive proxy statements relating to the proposed transaction (the “proxy statement”). The definitive proxy statement will be mailed to the Company’s shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at the Company’s shareholder meeting to approve the proposed transaction should be made only on the basis of the information contained in the Company’s proxy statement and documents incorporated by reference therein. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov or on the Company’s website at www.liveramp.com.
NO OFFER OR SOLICITATION
This Current Report on Form 8-K and the exhibits hereto do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable European and French regulations.
Participants in the Solicitation
Publicis, the Company and their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in respect of the proposed transactions contemplated by the proxy statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of the Company in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC. Information about the directors and executive officers of the Company and their ownership of shares of Company common stock and other securities of the Company can be found in the sections entitled “Nominees and Continuing Directors,” “Stock Ownership,” “Compensation Discussion and Analysis,” “Compensation Tables,” and “Non-Employee Director Compensation” included in the Company’s proxy statement in connection with its 2025 Annual Meeting of Shareholders, filed with the SEC on June 27, 2025; in the Form 3 and Form 4 initial statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by the Company’s directors and executive officers; and in other documents subsequently filed by the Company with the SEC, including the Company’s proxy statement relating to the proposed transaction when it becomes available. Investors and security holders may obtain free copies of these documents and other related documents filed with the SEC at the SEC’s website at www.sec.gov or on the Company’s website at www.liveramp.com.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning Publicis, the Company, the proposed transaction and other matters. Forward-looking statements contained herein could include, among other things, statements regarding the anticipated timing of the consummation of the proposed transaction; statements about management’s confidence in and strategies for performance of the combined businesses; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as “may,” “could,” “expect,” “anticipate,” “intend,” “believe,” “likely,” “estimate,” “outlook,” “plan,” “contemplate,” “project,” “target” or other comparable terms. These forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside the parties’ control. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication including, but not limited to: (1) failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change, or other circumstance that could give rise to the right of one or multiple of the parties to terminate the definitive agreement between Parent and the Company; (2) the possibility that the transaction does not close when expected or at all because required regulatory, shareholder, or other approvals are not received or satisfied on a timely basis or at all; (3) the possibility that the transaction 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 transaction; (4) risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected; (5) failure to realize anticipated benefits of the combined operations; (6) risks relating to unanticipated costs of integration; (7) ability to hire and retain key personnel; (8) ability to successfully integrate the companies’ businesses; (9) the potential impact of announcement or consummation of the proposed transactions on relationships with third parties, including clients, employees and competitors, including reputational risk; (10) ability to attract new clients and retain existing clients in the manner anticipated; (11) reliance on and integration of information technology systems; or (12) suffering reduced profits or losses as a result of intense competition; or (13) potential litigation that may be instituted against the Company or its directors or officers related to the proposed transaction or the merger agreement. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, in Part I “Cautionary Statements Relevant to Forward-Looking Information” and Part I, Item 1A, “Risk Factors,” as updated by subsequent Quarterly Reports on Form 10-Q, which are filed with the SEC and those described in documents Publicis has filed with the Autorité des Marchés Financiers (the French securities regulator). The parties do not undertake, nor do they have, any obligation to provide updates or to revise any forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following items are filed as exhibits to this Current Report on Form 8-K.
Exhibit No. |
Description of Exhibits | |
| 2.1* | Agreement and Plan of Merger, dated as of May 16, 2026, by and among the Company, Parent and Merger Sub and solely for purposes of Section 10.14 thereto, Publicis. | |
| 3.1 | Third Amended and Restated Bylaws, dated May 15, 2026. | |
| 99.1 | Press Release of the Company, dated May 17, 2026. | |
| 99.2 | Joint Press Release of Publicis and the Company, dated May 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | 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. |
Signatures
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 hereunto duly authorized.
| LIVERAMP HOLDINGS, INC. | ||
| By: | /s/ Jerry Jones | |
| Name: | Jerry Jones | |
| Title: | EVP, Chief Ethics and Legal Officer and Secretary | |
Date: May 18, 2026
Exhibit 99.1
LIVERAMP ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2026 RESULTS
Q4 Revenue up 9% year-over-year
Q4 Annual Recurring Revenue up 8% year-over-year
Q4 Subscription Net Retention improved to 107%
FY26 record annual Operating Cash Flow of $168 million and Share Repurchases of $194 million
LiveRamp Enters into Definitive Agreement to be Acquired by Publicis Groupe in All-Cash Transaction with an Equity Value of $2.5 billion
SAN FRANCISCO, Calif., May 17, 2026—LiveRamp® (NYSE: RAMP), a leading data collaboration platform, today announced its financial results for the quarter and fiscal year ended March 31, 2026.
Q4 Financial Highlights
Unless otherwise indicated, all comparisons are to the prior year period.
| · | Total revenue was $206 million, up 9%. |
| · | Subscription revenue was $158 million, up 9%. |
| · | Marketplace & Other revenue was $49 million, up 11%. |
| · | GAAP gross profit was $146 million, up 11%. GAAP gross margin of 71% expanded by 1 percentage point. Non-GAAP gross profit was $149 million, up 10%. Non-GAAP gross margin of 72% expanded by 1 percentage point. |
| · | GAAP income from operations was $15 million compared to a loss of $12 million. GAAP operating margin of 7% expanded by 14 percentage points. Non-GAAP operating income was $40 million, up 75%. Non-GAAP operating margin of 20% expanded by 7 percentage points. |
| · | GAAP and non-GAAP diluted earnings per share was $1.12 and $0.52, respectively. GAAP diluted EPS benefited from the release of deferred tax valuation allowances. |
| · | Net cash provided by operating activities was $59 million compared to $63 million. |
| · | Share repurchases in the fourth quarter totaled approximately 2.8 million shares for $76 million. |
Fiscal Year 2026 Financial Highlights
Unless otherwise indicated, all comparisons are to the prior year period.
| · | Total revenue was $813 million, up 9%. |
| · | Subscription revenue was $614 million, up 8%. |
| · | Marketplace & Other revenue was $199 million, up 12%. |
P 1
| · | GAAP gross profit was $575 million, up 9%. GAAP gross margin of 71% was flat. Non-GAAP gross profit was $591 million, up 7%, and non-GAAP gross margin of 73% compressed by 1 percentage point. |
| · | GAAP Income from operations was $83 million compared to $5 million. GAAP operating margin of 10% expanded by 10 percentage points. Non-GAAP operating income was $182 million, up 34%. Non-GAAP operating margin of 22% expanded by 4 percentage points. |
| · | GAAP diluted earnings per share was $2.24, and non-GAAP diluted EPS was $2.27. GAAP diluted EPS benefited from the release of deferred tax valuation allowances. |
| · | Net cash provided by operating activities was $168 million compared to $154 million. |
| · | Share repurchases in fiscal 2026 totaled approximately 7.1 million shares for $194 million. As of March 31, 2026, there was $262 million in remaining capacity under the recently modified share repurchase authorization that expires on December 31, 2027. |
A reconciliation between GAAP and non-GAAP results is provided in the schedules in this press release.
Commenting on the results, CEO Scott Howe said: "We finished FY26 on a strong note, with Q4 revenue and operating income ahead of consensus and ARR growth accelerating sequentially. We also achieved record operating cash flow in FY26, and returned over 100% to shareholders through buybacks. We continue to leverage AI to make our platform faster, more effective and easier to use, including the recent introduction of AI agent accessibility, enabling specialized AI agents to autonomously collaborate with any partner."
Howe continued: “In addition, we announced an agreement to be acquired by Publicis Groupe, delivering significant and certain value to LiveRamp shareholders. This transaction reflects the strength of our business, the value of our platform and the strategic role LiveRamp plays in an AI-driven market. Together, we believe we can accelerate data collaboration and the delivery of AI capabilities that help customers and partners advance agentic transformation and derive more value, faster.”
P 2
GAAP and Non-GAAP Results
The following table summarizes the Company’s financial results for the fourth quarter and fiscal year ended March 31, 2026 ($ in millions, except per share amounts):
| GAAP | Non-GAAP | |||||||||||||||
| Q4 FY26 | FY26 | Q4 FY26 | FY26 | |||||||||||||
| Subscription revenue | $ | 158 | $ | 614 | -- | -- | ||||||||||
| YoY change % | 9 | % | 8 | % | -- | -- | ||||||||||
| Marketplace & Other revenue | $ | 49 | $ | 199 | -- | -- | ||||||||||
| YoY change % | 11 | % | 12 | % | -- | -- | ||||||||||
| Total revenue | $ | 206 | $ | 813 | -- | -- | ||||||||||
| YoY change % | 9 | % | 9 | % | -- | -- | ||||||||||
| Gross profit | $ | 146 | $ | 575 | $ | 149 | $ | 591 | ||||||||
| % Gross margin | 71 | % | 71 | % | 72 | % | 73 | % | ||||||||
| YoY change, pts | 1 | pt | 0 | pts | 1 | pt | (1) | pt | ||||||||
| Operating income | $ | 15 | $ | 83 | $ | 40 | $ | 182 | ||||||||
| % Operating margin | 7 | % | 10 | % | 20 | % | 22 | % | ||||||||
| YoY change, pts | 14 | pts | 10 | pts | 7 | pts | 4 | pts | ||||||||
| Net earnings | $ | 71 | $ | 146 | $ | 33 | $ | 148 | ||||||||
| Diluted earnings per share | $ | 1.12 | $ | 2.24 | $ | 0.52 | $ | 2.27 | ||||||||
| Shares to calculate diluted EPS | 63.4 | 65.0 | 63.4 | 65.0 | ||||||||||||
| YoY change % | (4 | )% | (2 | )% | (6 | )% | (4 | )% | ||||||||
| Operating cash flow | $ | 59 | $ | 168 | ||||||||||||
| Free cash flow | $ | 59 | $ | 166 | ||||||||||||
Totals and year-over-year changes may not reconcile due to rounding.
A detailed discussion of our non-GAAP financial measures and a reconciliation between GAAP and non-GAAP results is provided in the schedules to this press release.
P 3
Additional Business Highlights & Metrics
| · | We announced the launch of new AI capabilities to help transform how marketers plan, execute, measure, and optimize campaigns agentically. We introduced agent-powered access to the LiveRamp platform, enabling specialized AI agents to autonomously collaborate with any partner, moving from manual, fragmented workflows to intelligent, governed execution that delivers better performance (link). |
| · | We announced native support for NVIDIA AI infrastructure, upgrading our clean room architecture to handle the world’s most advanced and compute-intensive AI workloads. AI partners and brands can now securely and seamlessly train and deploy sophisticated models using LiveRamp clean rooms or via the LiveRamp Marketplace at up to 15x speed, without exposing data or model weights (link). |
| · | We announced an expanded partnership with Unity, a leading game engine, to help marketers more effectively reach mobile users and generate better marketing returns. The partnership will make LiveRamp’s durable, interoperable identifier – RampID – available across Unity Exchange, enabling marketers, agencies, and platforms to apply identity-based buying strategies within Unity’s mobile ecosystem that includes 2.9 billion monthly active mobile devices (link). |
| · | In March we hosted our annual customer and partner conference, RampUp, bringing together more than 2,300 leaders from across the digital advertising ecosystem. The event included more than 40 presentations and panels featuring some of our largest customers and partners, such as General Motors, JPMorgan Chase, Netflix, and Meta. Video replays of these sessions are available here. Also, we hosted an investor presentation that can be accessed here. |
| · | On February 12, 2026 we announced an increase in our share repurchase authorization by $200 million and extended the expiration by one year to December 31, 2027. As of March 31, 2026, there was $262 million in remaining capacity under the authorization. |
| · | On February 11, 2026 we appointed to our Board of Directors Kristi Argyilan, who currently serves as Global Head of Advertising at Uber. Widely recognized as the pioneer of retail media, Argyilan previously led the Albertsons Media Collective and championed the industry-wide move toward measurement standardization (link). |
| · | LiveRamp ended the fiscal year with 133 customers whose annualized subscription revenue exceeds $1 million, compared to 128 in the prior year period. |
| · | LiveRamp ended the fiscal year with 846 direct subscription customers, compared to 840 in the prior year period. |
| · | Subscription net retention was 107% and platform net retention was 108%. |
| · | Annualized recurring revenue (ARR), which is the last month of the quarter fixed subscription revenue annualized, was $545 million, up 8% compared to the prior year period. |
| · | Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $518 million, up 10% compared to the prior year period. |
P 4
Transaction with Publicis Groupe
In a separate press release issued today, LiveRamp announced that it has entered into a definitive agreement to be acquired by Publicis Groupe. Under the terms of the agreement, Publicis Groupe will acquire all of the outstanding shares of LiveRamp for $38.50 per share in an all-cash transaction for an equity value of $2.5 billion. This represents a premium of 30% to LiveRamp’s closing stock price on May 15, 2026, the last full trading day prior to the transaction announcement. The transaction is expected to close by the end of calendar 2026, subject to customary closing conditions, including approval by LiveRamp shareholders. The transaction press release is available on the LiveRamp investor relations website.
Given the announced transaction, LiveRamp will not host its previously scheduled earnings conference call or provide financial guidance in conjunction with this earnings release.
About LiveRamp
LiveRamp 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. 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 headquartered in San Francisco, California, with offices worldwide. Learn more at LiveRamp.com.
P 5
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning LiveRamp, Publicis, the proposed transaction and other matters. Forward-looking statements contained herein could include, among other things, statements regarding the anticipated timing of the consummation of the proposed transaction; statements about management’s confidence in and strategies for performance of the combined businesses; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as “may,” “could,” “expect,” “anticipate,” “intend,” “believe,” “likely,” “estimate,” “outlook,” “plan,” “contemplate,” “project,” “target” or other comparable terms. These forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside the control of LiveRamp or Publicis. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication including, but not limited to: economic uncertainties that could impact LiveRamp or LiveRamp’s suppliers, customers and partners, geopolitical circumstances, including risk related to tariffs and other trade restrictions, the possibility of a recession, general inflationary pressure and high interest rates; the ability and willingness of LiveRamp’s customers to renew their agreements with LiveRamp upon their expiration; LiveRamp’s ability to add new customers and upsell within LiveRamp’s subscription business; LiveRamp’s reliance upon partners, including data suppliers, who may withdraw or withhold data from LiveRamp; increased competition and rapidly changing technology that could impact LiveRamp’s products and services; LiveRamp’s ability to keep up with rapidly changing technology practices in LiveRamp’s products and services or that expected benefits from utilization of technological innovations (including AI) may not be realized as soon as expected or at all; the risk that LiveRamp fails to realize the potential benefits of or have difficulty integrating acquired businesses; and LiveRamp’s inability to attract, motivate and retain talent. Additional risks include maintaining LiveRamp’s culture and LiveRamp’s ability to innovate and evolve while operating in a hybrid work environment, with some employees working remotely at least some of the time within a rapidly changing industry, while also avoiding disruption from reductions in LiveRamp’s current workforce as well as disruptions resulting from acquisition, divestiture and other activities affecting LiveRamp’s workforce. LiveRamp’s global workforce strategy could possibly encounter difficulty and not be as beneficial as planned. LiveRamp’s international operations are also subject to risks, including the performance of third parties as well as impacts from war and civil unrest, that may harm LiveRamp’s business. The risk of a significant breach of the confidentiality of the information or the security of LiveRamp’s or LiveRamp’s customers’, suppliers’, or other partners’ data and/or computer systems, or the risk that LiveRamp’s current insurance coverage may not be adequate for such a breach, that an insurer might deny coverage for a claim or that such insurance will continue to be available to LiveRamp on commercially reasonable terms, or at all, could be detrimental to LiveRamp’s business, reputation and results of operations. Other business risks include unfavorable publicity and negative public perception about LiveRamp’s industry; interruptions or delays in service from data center or cloud hosting vendors LiveRamp relies upon; and LiveRamp’s dependence on the continued availability of third-party data hosting and transmission services. LiveRamp’s clients’ ability to use data on LiveRamp’s platform could be restricted if the industry’s use of third-party cookies and tracking technology declines due to technology platform changes, regulation or increased user controls. Continued changes in the judicial, legislative, regulatory, accounting, cultural and consumer environments affecting LiveRamp’s business, including but not limited to litigation, investigations, legislation, regulations and customs at the state, federal and international levels relating to information collection and use represents a risk, as well as changes in tax laws and regulations that are applied to LiveRamp’s customers which could cause enterprise software budget tightening. In addition, third parties may claim that LiveRamp is infringing their intellectual property or may infringe LiveRamp’s intellectual property which could result in competitive injury and / or the incurrence of significant costs and draining of LiveRamp’s resources. Factors that could cause actual future events to differ materially from the forward looking-statements in this communication in regard to the proposed transaction concerning LiveRamp and Publicis include, but are not limited to: (1) failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change, or other circumstance that could give rise to the right of one or multiple of the parties to terminate the definitive agreement between Publicis and LiveRamp; (2) the possibility that the transaction does not close when expected or at all because required regulatory, shareholder, or other approvals are not received or satisfied on a timely basis or at all; (3) the possibility that the transaction 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 transaction; (4) risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected; (5) failure to realize anticipated benefits of the combined operations; (6) risks relating to unanticipated costs of integration; (7) ability to hire and retain key personnel; (8) ability to successfully integrate the companies’ businesses; (9) the potential impact of announcement or consummation of the proposed transactions on relationships with third parties, including clients, employees and competitors, including reputational risk; (10) ability to attract new clients and retain existing clients in the manner anticipated; (11) reliance on and integration of information technology systems; (12) suffering reduced profits or losses as a result of intense competition; or (13) potential litigation that may be instituted against LiveRamp or its directors or officers related to the proposed transaction or the merger agreement. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in LiveRamp’s Annual Report on Form 10-K for the year ended March 31, 2025, in Part I “Cautionary Statements Relevant to Forward-Looking Information” and Part I, Item 1A, “Risk Factors,” as updated by subsequent Quarterly Reports on Form 10-Q, which are filed with the Securities and Exchange Commission (the “SEC”) and those described in documents Publicis has filed with the Autorité des Marchés Financiers (the French securities regulator). The parties do not undertake, nor do they have, any obligation to provide updates or to revise any forward-looking statements.
P 6
NO OFFER OR SOLICITATION
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable regulations.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, LiveRamp Holdings, Inc. will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction (the “proxy statement”). The definitive proxy statement will be mailed to LiveRamp’s shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at LiveRamp’s shareholder meeting to approve the proposed transaction should be made only on the basis of the information contained in LiveRamp’s proxy statement and documents incorporated by reference therein. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov or on LiveRamp’s website at www.liveramp.com.
PARTICIPANTS IN THE SOLICITATION
Publicis, LiveRamp and their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of LiveRamp in respect of the proposed transactions contemplated by the proxy statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of LiveRamp in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC. Information about the directors and executive officers of LiveRamp and their ownership of shares of LiveRamp common stock and other securities of LiveRamp can be found in the sections entitled “Nominees and Continuing Directors,” “Stock Ownership,” “Compensation Discussion and Analysis,” “Compensation Tables,” and “Non-Employee Director Compensation” included in LiveRamp’s proxy statement in connection with its 2025 Annual Meeting of Shareholders, filed with the SEC on June 27, 2025; in the Form 3 and Form 4 initial statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by LiveRamp’s directors and executive officers; and in other documents subsequently filed by LiveRamp with the SEC, including LiveRamp’s proxy statement relating to the proposed transaction when it becomes available. Investors and security holders may obtain free copies of these documents and other related documents filed with the SEC at the SEC’s website at www.sec.gov or on LiveRamp’s website at www.liveramp.com.
P 7
The financial information set forth in this press release reflects estimates based on information available at this time.
LiveRamp assumes no obligation and does not currently intend to update these forward-looking statements.
To automatically receive LiveRamp financial news by email, please visit www.LiveRamp.com and subscribe to email alerts.
For more information, contact:
LiveRamp Investor Relations
Investor.Relations@LiveRamp.com
LiveRampⓇ and RampIDTM and all other LiveRamp marks contained herein are trademarks or service marks of LiveRamp, Inc. All other marks are the property of their respective owners.
P 8
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
| For the three months ended March 31, | ||||||||||||||||
| $ | % | |||||||||||||||
| 2026 | 2025 | Variance | Variance | |||||||||||||
| Revenues | 206,092 | 188,724 | 17,368 | 9.2 | % | |||||||||||
| Cost of revenue | 60,548 | 57,929 | 2,619 | 4.5 | % | |||||||||||
| Gross profit | 145,544 | 130,795 | 14,749 | 11.3 | % | |||||||||||
| % Gross margin | 70.6 | % | 69.3 | % | ||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | 37,756 | 45,926 | (8,170 | ) | (17.8 | )% | ||||||||||
| Sales and marketing | 56,192 | 56,961 | (769 | ) | (1.4 | )% | ||||||||||
| General and administrative | 32,988 | 32,175 | 813 | 2.5 | % | |||||||||||
| Gains, losses and other items, net | 3,315 | 7,241 | (3,926 | ) | (54.2 | )% | ||||||||||
| Total operating expenses | 130,251 | 142,303 | (12,052 | ) | (8.5 | )% | ||||||||||
| Income (loss) from operations | 15,293 | (11,508 | ) | 26,801 | N/A | |||||||||||
| % Margin | 7.4 | % | (6.1 | )% | ||||||||||||
| Total other income, net | 3,967 | 4,762 | (795 | ) | (16.7 | )% | ||||||||||
| Income (loss) from continuing operations before income taxes | 19,260 | (6,746 | ) | 26,006 | N/A | |||||||||||
| Income tax benefit | (50,476 | ) | (479 | ) | (49,997 | ) | (10,437.8 | )% | ||||||||
| Net earnings (loss) from continuing operations | 69,736 | (6,267 | ) | 76,003 | N/A | |||||||||||
| Earnings from discontinued operations, net of tax | 1,176 | — | 1,176 | N/A | ||||||||||||
| Net earnings (loss) | 70,912 | (6,267 | ) | 77,179 | 1,231.5 | % | ||||||||||
| Basic earnings (loss) per share: | ||||||||||||||||
| Continuing operations | 1.12 | (0.10 | ) | 1.21 | N/A | |||||||||||
| Discontinued operations | 0.02 | — | 0.02 | N/A | ||||||||||||
| Basic earnings (loss) per share | 1.14 | (0.10 | ) | 1.23 | N/A | |||||||||||
| Diluted earnings (loss) per share: | ||||||||||||||||
| Continuing operations | 1.10 | (0.10 | ) | 1.20 | N/A | |||||||||||
| Discontinued operations | 0.02 | — | 0.02 | N/A | ||||||||||||
| Diluted earnings (loss) per share | 1.12 | (0.10 | ) | 1.21 | N/A | |||||||||||
| Basic weighted average shares | 62,382 | 65,957 | ||||||||||||||
| Diluted weighted average shares | 63,382 | 65,957 | ||||||||||||||
Some totals may not sum due to rounding.
P 9
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
| For the twelve months ended March 31, | ||||||||||||||||
| $ | % | |||||||||||||||
| 2026 | 2025 | Variance | Variance | |||||||||||||
| Revenues | 812,940 | 745,580 | 67,360 | 9.0 | % | |||||||||||
| Cost of revenue | 238,117 | 215,910 | 22,207 | 10.3 | % | |||||||||||
| Gross profit | 574,823 | 529,670 | 45,153 | 8.5 | % | |||||||||||
| % Gross margin | 70.7 | % | 71.0 | % | ||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | 148,139 | 176,668 | (28,529 | ) | (16.1 | )% | ||||||||||
| Sales and marketing | 205,647 | 213,106 | (7,459 | ) | (3.5 | )% | ||||||||||
| General and administrative | 132,581 | 126,499 | 6,082 | 4.8 | % | |||||||||||
| Gains, losses and other items, net | 4,990 | 7,993 | (3,003 | ) | (37.6 | )% | ||||||||||
| Total operating expenses | 491,357 | 524,266 | (32,909 | ) | (6.3 | )% | ||||||||||
| Income from operations | 83,466 | 5,404 | 78,062 | 1,444.5 | % | |||||||||||
| % Margin | 10.3 | % | 0.7 | % | ||||||||||||
| Total other income, net | 14,598 | 17,436 | (2,838 | ) | (16.3 | )% | ||||||||||
| Income from continuing operations before income taxes | 98,064 | 22,840 | 75,224 | 329.4 | % | |||||||||||
| Income tax expense (benefit) | (46,712 | ) | 25,342 | (72,054 | ) | N/A | ||||||||||
| Net earnings (loss) from continuing operations | 144,776 | (2,502 | ) | 147,278 | N/A | |||||||||||
| Earnings from discontinued operations, net of tax | 1,176 | 1,688 | (512 | ) | (30.3 | )% | ||||||||||
| Net earnings (loss) | 145,952 | (814 | ) | 146,766 | 18,030.2 | % | ||||||||||
| Basic earnings (loss) per share: | ||||||||||||||||
| Continuing operations | 2.26 | (0.04 | ) | 2.30 | N/A | |||||||||||
| Discontinued operations | 0.02 | 0.03 | (0.01 | ) | (28.1 | )% | ||||||||||
| Basic earnings (loss) per share | 2.28 | (0.01 | ) | 2.29 | N/A | |||||||||||
| Diluted earnings (loss) per share: | ||||||||||||||||
| Continuing operations | 2.23 | (0.04 | ) | 2.26 | N/A | |||||||||||
| Discontinued operations | 0.02 | 0.03 | (0.01 | ) | (29.2 | )% | ||||||||||
| Diluted earnings (loss) per share | 2.24 | (0.01 | ) | 2.26 | N/A | |||||||||||
| Basic weighted average shares | 64,105 | 66,126 | ||||||||||||||
| Diluted weighted average shares | 65,045 | 66,126 | ||||||||||||||
Some totals may not sum due to rounding.
P 10
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
| For
the three months ended March 31, | For
the twelve months ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Income (loss) from continuing operations before income taxes | 19,260 | (6,746 | ) | 98,064 | 22,840 | |||||||||||
| Income tax expense (benefit) | (50,476 | ) | (479 | ) | (46,712 | ) | 25,342 | |||||||||
| Net earnings (loss) from continuing operations | 69,736 | (6,267 | ) | 144,776 | (2,502 | ) | ||||||||||
| Earnings from discontinued operations, net of tax | 1,176 | — | 1,176 | 1,688 | ||||||||||||
| Net earnings (loss) | 70,912 | (6,267 | ) | 145,952 | (814 | ) | ||||||||||
| Basic earnings (loss) per share | 1.14 | (0.10 | ) | 2.28 | (0.01 | ) | ||||||||||
| Diluted earnings (loss) per share | 1.12 | (0.10 | ) | 2.24 | (0.01 | ) | ||||||||||
| Excluded items: | ||||||||||||||||
| Purchased intangible asset amortization (cost of revenue) | 2,750 | 3,135 | 11,000 | 14,415 | ||||||||||||
| Non-cash stock compensation (cost of revenue and operating expenses) | 18,930 | 24,166 | 82,988 | 107,979 | ||||||||||||
| Restructuring and merger charges (gains, losses, and other) | 3,315 | 7,241 | 4,990 | 7,993 | ||||||||||||
| Total excluded items from continuing operations | 24,995 | 34,542 | 98,978 | 130,387 | ||||||||||||
| Income from continuing operations before income taxes and excluding items | 44,255 | 27,796 | 197,042 | 153,227 | ||||||||||||
| Income tax expense (2) | 11,064 | 7,759 | 49,261 | 38,296 | ||||||||||||
| Non-GAAP net earnings from continuing operations | 33,191 | 20,037 | 147,781 | 114,931 | ||||||||||||
| Non-GAAP earnings per share from continuing operations | ||||||||||||||||
| Basic | 0.53 | 0.30 | 2.31 | 1.74 | ||||||||||||
| Diluted | 0.52 | 0.30 | 2.27 | 1.70 | ||||||||||||
| Basic weighted average shares | 62,382 | 65,957 | 64,105 | 66,126 | ||||||||||||
| Diluted weighted average shares | 63,382 | 67,479 | 65,045 | 67,499 | ||||||||||||
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
(2) Non-GAAP income taxes were calculated by applying the estimated annual effective tax rate to year-to-date pretax income. The differences between our GAAP and non-GAAP effective tax rates were primarily due to the net tax effects of the excluded items, coupled with the valuation allowance and smaller pre-tax income for GAAP purposes.
P 11
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INCOME FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)
| For the three months ended March 31, | For the twelve months ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Income (loss) from operations | 15,293 | (11,508 | ) | 83,466 | 5,404 | |||||||||||
| Operating income (loss) margin | 7.4 | % | (6.1 | )% | 10.3 | % | 0.7 | % | ||||||||
| Excluded items: | ||||||||||||||||
| Purchased intangible asset amortization (cost of revenue) | 2,750 | 3,135 | 11,000 | 14,415 | ||||||||||||
| Non-cash stock compensation (cost of revenue and operating expenses) | 18,930 | 24,166 | 82,988 | 107,979 | ||||||||||||
| Restructuring and merger charges (gains, losses, and other) | 3,315 | 7,241 | 4,990 | 7,993 | ||||||||||||
| Total excluded items | 24,995 | 34,542 | 98,978 | 130,387 | ||||||||||||
| Income from operations before excluded items | 40,288 | 23,034 | 182,444 | 135,791 | ||||||||||||
| Non-GAAP operating income margin | 19.5 | % | 12.2 | % | 22.4 | % | 18.2 | % | ||||||||
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
P 12
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)
| For
the three months ended March 31, | For
the twelve months ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net earnings (loss) from continuing operations | 69,736 | (6,267 | ) | 144,776 | (2,502 | ) | ||||||||||
| Income tax expense (benefit) | (50,476 | ) | (479 | ) | (46,712 | ) | 25,342 | |||||||||
| Total other income, net | (3,967 | ) | (4,762 | ) | (14,598 | ) | (17,436 | ) | ||||||||
| Income (loss) from operations | 15,293 | (11,508 | ) | 83,466 | 5,404 | |||||||||||
| Depreciation and amortization | 3,320 | 3,803 | 13,399 | 17,207 | ||||||||||||
| EBITDA | 18,613 | (7,705 | ) | 96,865 | 22,611 | |||||||||||
| Other adjustments: | ||||||||||||||||
| Non-cash stock compensation (cost of revenue and operating expenses) | 18,930 | 24,166 | 82,988 | 107,979 | ||||||||||||
| Restructuring and merger charges (gains, losses, and other) | 3,315 | 7,241 | 4,990 | 7,993 | ||||||||||||
| Other adjustments | 22,245 | 31,407 | 87,978 | 115,972 | ||||||||||||
| Adjusted EBITDA | 40,858 | 23,702 | 184,843 | 138,583 | ||||||||||||
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
P 13
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
| March 31, | March 31, | $ | % | |||||||||||||
| 2026 | 2025 | Variance | Variance | |||||||||||||
| Assets | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash and cash equivalents | 379,547 | 413,331 | (33,784 | ) | (8.2 | )% | ||||||||||
| Restricted cash | — | 595 | (595 | ) | (100.0 | )% | ||||||||||
| Short-term investments | 7,500 | 7,500 | — | — | % | |||||||||||
| Trade accounts receivable, net | 212,977 | 186,169 | 26,808 | 14.4 | % | |||||||||||
| Refundable income taxes, net | 10,243 | 9,708 | 535 | 5.5 | % | |||||||||||
| Other current assets | 42,874 | 38,886 | 3,988 | 10.3 | % | |||||||||||
| Total current assets | 653,141 | 656,189 | (3,048 | ) | (0.5 | )% | ||||||||||
| Property and equipment | 23,396 | 23,813 | (417 | ) | (1.8 | )% | ||||||||||
| Less - accumulated depreciation and amortization | 18,246 | 17,629 | 617 | 3.5 | % | |||||||||||
| Property and equipment, net | 5,150 | 6,184 | (1,034 | ) | (16.7 | )% | ||||||||||
| Intangible assets, net | 9,167 | 20,167 | (11,000 | ) | (54.5 | )% | ||||||||||
| Goodwill | 502,067 | 501,756 | 311 | 0.1 | % | |||||||||||
| Deferred commissions, net | 40,727 | 44,452 | (3,725 | ) | (8.4 | )% | ||||||||||
| Deferred income taxes | 57,873 | 1,982 | 55,891 | 2,819.9 | % | |||||||||||
| Other assets, net | 26,052 | 28,641 | (2,589 | ) | (9.0 | )% | ||||||||||
| 1,294,177 | 1,259,371 | 34,806 | 2.8 | % | ||||||||||||
| Liabilities and Stockholders' Equity | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Trade accounts payable | 129,730 | 112,271 | 17,459 | 15.6 | % | |||||||||||
| Accrued payroll and related expenses | 55,063 | 50,776 | 4,287 | 8.4 | % | |||||||||||
| Other accrued expenses | 40,280 | 38,586 | 1,694 | 4.4 | % | |||||||||||
| Deferred revenue | 39,714 | 45,885 | (6,171 | ) | (13.4 | )% | ||||||||||
| Total current liabilities | 264,787 | 247,518 | 17,269 | 7.0 | % | |||||||||||
| Other liabilities | 57,411 | 62,994 | (5,583 | ) | (8.9 | )% | ||||||||||
| Stockholders' equity: | ||||||||||||||||
| Preferred stock | — | — | — | n/a | ||||||||||||
| Common stock | 16,183 | 15,918 | 265 | 1.7 | % | |||||||||||
| Additional paid-in capital | 2,129,554 | 2,045,316 | 84,238 | 4.1 | % | |||||||||||
| Retained earnings | 1,459,310 | 1,313,358 | 145,952 | 11.1 | % | |||||||||||
| Accumulated other comprehensive income | 5,640 | 4,295 | 1,345 | 31.3 | % | |||||||||||
| Treasury stock, at cost | (2,638,708 | ) | (2,430,028 | ) | (208,680 | ) | 8.6 | % | ||||||||
| Total stockholders' equity | 971,979 | 948,859 | 23,120 | 2.4 | % | |||||||||||
| 1,294,177 | 1,259,371 | 34,806 | 2.8 | % | ||||||||||||
P 14
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| For
the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net earnings (loss) | 70,912 | (6,267 | ) | |||||
| Earnings from discontinued operations, net of tax | (1,176 | ) | — | |||||
| Non-cash operating activities: | ||||||||
| Depreciation and amortization | 3,320 | 3,803 | ||||||
| Loss on disposal or impairment of assets | 8 | 44 | ||||||
| Lease-related impairment and restructuring charges | — | (28 | ) | |||||
| Gain on sale of strategic investments | (112 | ) | (515 | ) | ||||
| Loss on marketable equity securities | 124 | 206 | ||||||
| Provision for doubtful accounts | 696 | (453 | ) | |||||
| Deferred income taxes | (56,385 | ) | (496 | ) | ||||
| Non-cash stock compensation expense | 18,930 | 24,166 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | 4,909 | 25,187 | ||||||
| Deferred commissions | (492 | ) | 46 | |||||
| Other assets | 4,314 | 4,703 | ||||||
| Accounts payable and other liabilities | 15,915 | 11,738 | ||||||
| Income taxes | 4,142 | (523 | ) | |||||
| Deferred revenue | (6,203 | ) | 969 | |||||
| Net cash provided by operating activities | 58,902 | 62,580 | ||||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | (289 | ) | (293 | ) | ||||
| Proceeds from sale of strategic investment | 112 | 763 | ||||||
| Net cash provided by (used in) investing activities | (177 | ) | 470 | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds related to the issuance of common stock under stock and employee benefit plans | 103 | 202 | ||||||
| Shares repurchased for tax withholdings upon vesting of stock-based awards | (570 | ) | (1,026 | ) | ||||
| Acquisition of treasury stock | (75,604 | ) | (25,447 | ) | ||||
| Net cash used in financing activities | (76,071 | ) | (26,271 | ) | ||||
| Net cash provided by (used in) continuing operations | (17,346 | ) | 36,779 | |||||
| Cash flows from discontinued operations: | ||||||||
| From operating activities | 1,176 | (798 | ) | |||||
| Net cash provided by (used in) discontinued operations | 1,176 | (798 | ) | |||||
| Net cash provided by (used in) continuing and discontinued operations | (16,170 | ) | 35,981 | |||||
P 15
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| For
the three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Effect of exchange rate changes on cash | (171 | ) | 580 | |||||
| Net change in cash, cash equivalents and restricted cash | (16,341 | ) | 36,561 | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 395,888 | 377,365 | ||||||
| Cash, cash equivalents and restricted cash at end of period | 379,547 | 413,926 | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for income taxes, net | 1,642 | 558 | ||||||
| Cash received for income taxes, net from discontinued operations | (1,863 | ) | — | |||||
| Cash received for tenant improvement allowances | — | (870 | ) | |||||
| Cash paid for operating lease liabilities | 2,492 | 2,426 | ||||||
| Operating lease assets obtained in exchange for operating lease liabilities | 426 | — | ||||||
| Operating lease assets, and related lease liabilities, relinquished in lease terminations | — | (40 | ) | |||||
| Purchases of property, plant and equipment remaining unpaid at period end | 44 | 20 | ||||||
| Marketable equity securities obtained in disposition of strategic investment | — | 652 | ||||||
| Excise tax payable on net stock repurchases | 690 | 64 | ||||||
P 16
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| For
the twelve months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net earnings (loss) | 145,952 | (814 | ) | |||||
| Earnings from discontinued operations, net of tax | (1,176 | ) | (1,688 | ) | ||||
| Non-cash operating activities: | ||||||||
| Depreciation and amortization | 13,399 | 17,207 | ||||||
| Loss on disposal or impairment of assets | 148 | 85 | ||||||
| Lease-related impairment and restructuring charges | 617 | 14 | ||||||
| Gain on sale of strategic investments | (159 | ) | (515 | ) | ||||
| Loss on marketable equity securities | 260 | 206 | ||||||
| Provision for doubtful accounts | 1,991 | 695 | ||||||
| Deferred income taxes | (56,272 | ) | (447 | ) | ||||
| Non-cash stock compensation expense | 82,988 | 107,979 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | (28,345 | ) | 3,547 | |||||
| Deferred commissions | 3,725 | 3,691 | ||||||
| Other assets | 2,477 | 2,105 | ||||||
| Accounts payable and other liabilities | 3,023 | 3,573 | ||||||
| Income taxes | 5,437 | 3,430 | ||||||
| Deferred revenue | (6,310 | ) | 14,897 | |||||
| Net cash provided by operating activities | 167,755 | 153,965 | ||||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | (1,376 | ) | (1,042 | ) | ||||
| Cash paid in acquisitions, net of cash received | (595 | ) | (1,951 | ) | ||||
| Purchases of investments | — | (1,967 | ) | |||||
| Proceeds from sales of investments | — | 26,989 | ||||||
| Proceeds from sale of strategic investment | 359 | 763 | ||||||
| Purchases of strategic investments | (3,320 | ) | (1,400 | ) | ||||
| Net cash provided by (used in) investing activities | (4,932 | ) | 21,392 | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds related to the issuance of common stock under stock and employee benefit plans | 8,207 | 8,833 | ||||||
| Shares repurchased for tax withholdings upon vesting of stock-based awards | (13,017 | ) | (10,331 | ) | ||||
| Acquisition of treasury stock | (194,534 | ) | (101,198 | ) | ||||
| Net cash used in financing activities | (199,344 | ) | (102,696 | ) | ||||
| Net cash provided by (used in) continuing operations | (36,521 | ) | 72,661 | |||||
| Cash flows from discontinued operations: | ||||||||
| From operating activities | 1,176 | 1,688 | ||||||
| Net cash provided by discontinued operations | 1,176 | 1,688 | ||||||
| Net cash provided by (used in) continuing and discontinued operations | (35,345 | ) | 74,349 | |||||
P 17
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| For
the twelve months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Effect of exchange rate changes on cash | 966 | 106 | ||||||
| Net change in cash, cash equivalents and restricted cash | (34,379 | ) | 74,455 | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 413,926 | 339,471 | ||||||
| Cash, cash equivalents and restricted cash at end of period | 379,547 | 413,926 | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for income taxes, net from continuing operations | 3,963 | 22,548 | ||||||
| Cash received for income taxes, net from discontinued operations | (1,863 | ) | (2,486 | ) | ||||
| Cash received for tenant improvement allowances | — | (2,628 | ) | |||||
| Cash paid for operating lease liabilities | 9,963 | 9,798 | ||||||
| Operating lease assets obtained in exchange for operating lease liabilities | 1,173 | 2,327 | ||||||
| Operating lease assets, and related lease liabilities, relinquished in lease terminations | — | (595 | ) | |||||
| Purchases of property, plant and equipment remaining unpaid at period end | 44 | 20 | ||||||
| Marketable equity securities obtained in disposition of strategic investment | — | 652 | ||||||
| Excise tax payable on net stock repurchases | 1,257 | 128 | ||||||
P 18
LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW (1)
(Unaudited)
(Dollars in thousands)
| 6/30/2024 | 9/30/2024 | 12/31/2024 | 3/31/2025 | FY2025 | 6/30/2025 | 9/30/2025 | 12/31/2025 | 3/31/2026 | FY2026 | |||||||||||||||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | (9,328 | ) | $ | 55,596 | $ | 45,117 | $ | 62,580 | $ | 153,965 | $ | (15,821 | ) | $ | 57,408 | $ | 67,266 | $ | 58,902 | $ | 167,755 | ||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | (226 | ) | (241 | ) | (282 | ) | (293 | ) | (1,042) | (336 | ) | (589 | ) | (162 | ) | (289 | ) | (1,376) | ||||||||||||||||||||||
| Free Cash Flow | $ | (9,554 | ) | $ | 55,355 | $ | 44,835 | $ | 62,287 | $ | 152,923 | $ | (16,157 | ) | $ | 56,819 | $ | 67,104 | $ | 58,613 | $ | 166,379 | ||||||||||||||||||
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
P 19
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
| Yr-to-Yr | ||||||||||||||||||||||||||||||||||||||||||||
| FY2025 | FY2026 | FY2026 to FY2025 | ||||||||||||||||||||||||||||||||||||||||||
| 6/30/2024 | 9/30/2024 | 12/31/2024 | 3/31/2025 | FY2025 | 6/30/2025 | 9/30/2025 | 12/31/2025 | 3/31/2026 | FY2026 | % | $ | |||||||||||||||||||||||||||||||||
| Revenues | 175,961 | 185,483 | 195,412 | 188,724 | 745,580 | 194,822 | 199,829 | 212,197 | 206,092 | 812,940 | 9.0 | % | 67,360 | |||||||||||||||||||||||||||||||
| Cost of revenue | 51,749 | 51,234 | 54,998 | 57,929 | 215,910 | 58,319 | 59,594 | 59,656 | 60,548 | 238,117 | 10.3 | % | 22,207 | |||||||||||||||||||||||||||||||
| Gross profit | 124,212 | 134,249 | 140,414 | 130,795 | 529,670 | 136,503 | 140,235 | 152,541 | 145,544 | 574,823 | 8.5 | % | 45,153 | |||||||||||||||||||||||||||||||
| % Gross margin | 70.6 | % | 72.4 | % | 71.9 | % | 69.3 | % | 71.0 | % | 70.1 | % | 70.2 | % | 71.9 | % | 70.6 | % | 70.7 | % | ||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||||||||
| Research and development | 44,118 | 43,889 | 42,735 | 45,926 | 176,668 | 39,608 | 36,952 | 33,823 | 37,756 | 148,139 | (16.1 | )% | (28,529 | ) | ||||||||||||||||||||||||||||||
| Sales and marketing | 54,175 | 51,107 | 50,863 | 56,961 | 213,106 | 51,906 | 48,685 | 48,864 | 56,192 | 205,647 | (3.5 | )% | (7,459 | ) | ||||||||||||||||||||||||||||||
| General and administrative | 30,961 | 31,369 | 31,994 | 32,175 | 126,499 | 37,345 | 33,170 | 29,078 | 32,988 | 132,581 | 4.8 | % | 6,082 | |||||||||||||||||||||||||||||||
| Gains, losses and other items, net | 206 | 397 | 149 | 7,241 | 7,993 | 423 | — | 1,252 | 3,315 | 4,990 | (37.6 | )% | (3,003 | ) | ||||||||||||||||||||||||||||||
| Total operating expenses | 129,460 | 126,762 | 125,741 | 142,303 | 524,266 | 129,282 | 118,807 | 113,017 | 130,251 | 491,357 | (6.3 | )% | (32,909 | ) | ||||||||||||||||||||||||||||||
| Income (loss) from operations | (5,248 | ) | 7,487 | 14,673 | (11,508 | ) | 5,404 | 7,221 | 21,428 | 39,524 | 15,293 | 83,466 | 1,444.5 | % | 78,062 | |||||||||||||||||||||||||||||
| % Margin | (3.0 | )% | 4.0 | % | 7.5 | % | (6.1 | )% | 0.7 | % | 3.7 | % | 10.7 | % | 18.6 | % | 7.4 | % | 10.3 | % | ||||||||||||||||||||||||
| Total other income, net | 4,444 | 4,197 | 4,033 | 4,762 | 17,436 | 3,709 | 3,544 | 3,378 | 3,967 | 14,598 | (16.3 | )% | (2,838 | ) | ||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | (804 | ) | 11,684 | 18,706 | (6,746 | ) | 22,840 | 10,930 | 24,972 | 42,902 | 19,260 | 98,064 | 329.4 | % | 75,224 | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | 6,685 | 9,952 | 9,184 | (479 | ) | 25,342 | 3,183 | (2,448 | ) | 3,029 | (50,476 | ) | (46,712 | ) | N/A | (72,054 | ) | |||||||||||||||||||||||||||
| Net earnings (loss) from continuing operations | (7,489 | ) | 1,732 | 9,522 | (6,267 | ) | (2,502 | ) | 7,747 | 27,420 | 39,873 | 69,736 | 144,776 | N/A | 147,278 | |||||||||||||||||||||||||||||
P 20
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
| Yr-to-Yr | ||||||||||||||||||||||||||||||||||||||||||||||
| FY2025 | FY2026 | FY2026 to FY2025 | ||||||||||||||||||||||||||||||||||||||||||||
| 6/30/2024 | 9/30/2024 | 12/31/2024 | 3/31/2025 | FY2025 | 6/30/2025 | 9/30/2025 | 12/31/2025 | 3/31/2026 | FY2026 | % | $ | |||||||||||||||||||||||||||||||||||
| Earnings from discontinued operations, net of tax | — | — | 1,688 | — | 1,688 | — | — | — | 1,176 | 1,176 | (30.3 | )% | (512 | ) | ||||||||||||||||||||||||||||||||
| Net earnings (loss) | $ | (7,489 | ) | $ | 1,732 | $ | 11,210 | $ | (6,267 | ) | $ | (814 | ) | $ | 7,747 | $ | 27,420 | $ | 39,873 | $ | 70,912 | $ | 145,952 | N/A | 146,766 | |||||||||||||||||||||
| Basic earnings (loss) per share: | ||||||||||||||||||||||||||||||||||||||||||||||
| Continuing Operations | (0.11 | ) | 0.03 | 0.15 | (0.10 | ) | (0.04 | ) | 0.12 | 0.42 | 0.63 | 1.12 | 2.26 | N/A | 2.30 | |||||||||||||||||||||||||||||||
| Discontinued Operations | 0.00 | 0.00 | 0.03 | 0.00 | 0.03 | 0.00 | 0.00 | 0.00 | 0.02 | 0.02 | (28.1 | )% | (0.01 | ) | ||||||||||||||||||||||||||||||||
| Basic earnings (loss) per share | (0.11 | ) | 0.03 | 0.17 | (0.10 | ) | (0.01 | ) | 0.12 | 0.42 | 0.63 | 1.14 | 2.28 | N/A | 2.29 | |||||||||||||||||||||||||||||||
| Diluted earnings (loss) per share: | ||||||||||||||||||||||||||||||||||||||||||||||
| Continuing Operations | (0.11 | ) | 0.03 | 0.14 | (0.10 | ) | (0.04 | ) | 0.12 | 0.42 | 0.62 | 1.10 | 2.23 | N/A | 2.26 | |||||||||||||||||||||||||||||||
| Discontinued Operations | 0.00 | 0.00 | 0.03 | 0.00 | 0.03 | 0.00 | 0.00 | 0.00 | 0.02 | 0.02 | (29.2 | )% | (0.01 | ) | ||||||||||||||||||||||||||||||||
| Diluted earnings (loss) per share | (0.11 | ) | 0.03 | 0.17 | (0.10 | ) | (0.01 | ) | 0.12 | 0.42 | 0.62 | 1.12 | 2.24 | N/A | 2.26 | |||||||||||||||||||||||||||||||
| Basic weighted average shares | 66,621 | 66,294 | 65,631 | 65,957 | 66,126 | 65,448 | 65,074 | 63,517 | 62,382 | 64,105 | ||||||||||||||||||||||||||||||||||||
| Diluted weighted average shares | 66,621 | 67,309 | 66,743 | 65,957 | 66,126 | 66,731 | 65,781 | 64,285 | 63,382 | 65,045 | ||||||||||||||||||||||||||||||||||||
Some earnings (loss) per share amounts may not add due to rounding.
P 21
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
| FY2025 | FY2026 | |||||||||||||||||||||||||||||||||||||||
| 6/30/2024 | 9/30/2024 | 12/31/2024 | 3/31/2025 | FY2025 | 6/30/2025 | 9/30/2025 | 12/31/2025 | 3/31/2026 | FY2026 | |||||||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | $ | 51,749 | $ | 51,234 | $ | 54,998 | $ | 57,929 | $ | 215,910 | 58,319 | 59,594 | 59,656 | 60,548 | 238,117 | |||||||||||||||||||||||||
| Research and development | 44,118 | 43,889 | 42,735 | 45,926 | 176,668 | 39,608 | 36,952 | 33,823 | 37,756 | 148,139 | ||||||||||||||||||||||||||||||
| Sales and marketing | 54,175 | 51,107 | 50,863 | 56,961 | 213,106 | 51,906 | 48,685 | 48,864 | 56,192 | 205,647 | ||||||||||||||||||||||||||||||
| General and administrative | 30,961 | 31,369 | 31,994 | 32,175 | 126,499 | 37,345 | 33,170 | 29,078 | 32,988 | 132,581 | ||||||||||||||||||||||||||||||
| Gains, losses and other items, net | 206 | 397 | 149 | 7,241 | 7,993 | 423 | — | 1,252 | 3,315 | 4,990 | ||||||||||||||||||||||||||||||
| Gross profit, continuing operations: | 124,212 | 134,249 | 140,414 | 130,795 | 529,670 | 136,503 | 140,235 | 152,541 | 145,544 | 574,823 | ||||||||||||||||||||||||||||||
| % Gross margin | 70.6 | % | 72.4 | % | 71.9 | % | 69.3 | % | 71.0 | % | 70.1 | % | 70.2 | % | 71.9 | % | 70.6 | % | 70.7 | % | ||||||||||||||||||||
| Excluded items: | ||||||||||||||||||||||||||||||||||||||||
| Purchased intangible asset amortization (cost of revenue) | 3,846 | 3,748 | 3,686 | 3,135 | 14,415 | 2,750 | 2,750 | 2,750 | 2,750 | 11,000 | ||||||||||||||||||||||||||||||
| Non-cash stock compensation (cost of revenue) | 1,596 | 1,499 | 1,455 | 1,615 | 6,165 | 1,541 | 1,452 | 1,033 | 891 | 4,917 | ||||||||||||||||||||||||||||||
| Non-cash stock compensation (research and development) | 10,205 | 10,920 | 10,085 | 10,494 | 41,704 | 8,332 | 6,503 | 5,634 | 5,093 | 25,562 | ||||||||||||||||||||||||||||||
| Non-cash stock compensation (sales and marketing) | 7,093 | 7,383 | 7,278 | 5,716 | 27,470 | 6,014 | 5,469 | 5,018 | 6,419 | 22,920 | ||||||||||||||||||||||||||||||
| Non-cash stock compensation (general and administrative) | 9,091 | 9,266 | 7,942 | 6,341 | 32,640 | 9,523 | 7,093 | 6,446 | 6,527 | 29,589 | ||||||||||||||||||||||||||||||
| Restructuring charges (gains, losses, and other) | 206 | 397 | 149 | 7,241 | 7,993 | 423 | — | 1,252 | 3,315 | 4,990 | ||||||||||||||||||||||||||||||
| Total excluded items | 32,037 | 33,213 | 30,595 | 34,542 | 130,387 | 28,583 | 23,267 | 22,133 | 24,995 | 98,978 | ||||||||||||||||||||||||||||||
P 22
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
| FY2025 | FY2026 | |||||||||||||||||||||||||||||||||||||||
| 6/30/2024 | 9/30/2024 | 12/ 31/2024 | 3/31/2025 | FY2025 | 6/30/2025 | 9/30/2025 | 12/31/2025 | 3/31/2026 | FY2026 | |||||||||||||||||||||||||||||||
| Expenses, excluding items: | ||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | 46,307 | 45,987 | 49,857 | 53,179 | 195,330 | 54,028 | 55,392 | 55,873 | 56,907 | 222,200 | ||||||||||||||||||||||||||||||
| Research and development | 33,913 | 32,969 | 32,650 | 35,432 | 134,964 | 31,276 | 30,449 | 28,189 | 32,663 | 122,577 | ||||||||||||||||||||||||||||||
| Sales and marketing | 47,082 | 43,724 | 43,585 | 51,245 | 185,636 | 45,892 | 43,216 | 43,846 | 49,773 | 182,727 | ||||||||||||||||||||||||||||||
| General and administrative | 21,870 | 22,103 | 24,052 | 25,834 | 93,859 | 27,822 | 26,077 | 22,632 | 26,461 | 102,992 | ||||||||||||||||||||||||||||||
| Gross profit, excluding items: | $ | 129,654 | $ | 139,496 | $ | 145,555 | $ | 135,545 | $ | 550,250 | 140,794 | 144,437 | 156,324 | 149,185 | 590,740 | |||||||||||||||||||||||||
| % Gross margin | 73.7 | % | 75.2 | % | 74.5 | % | 71.8 | % | 73.8 | % | 72.3 | % | 72.3 | % | 73.7 | % | 72.4 | % | 72.7 | % | ||||||||||||||||||||
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
P 23
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
| FY2025 | FY2026 | |||||||||||||||||||||||||||||||||||||||
| 6/30/2024 | 9/30/2024 | 12/31/2024 | 3/31/2025 | FY2025 | 6/30/2025 | 9/30/2025 | 12/31/2025 | 3/31/2026 | FY2026 | |||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | (804 | ) | 11,684 | 18,706 | (6,746 | ) | 22,840 | 10,930 | 24,972 | 42,902 | 19,260 | 98,064 | ||||||||||||||||||||||||||||
| Income tax expense (benefit) | 6,685 | 9,952 | 9,184 | (479 | ) | 25,342 | 3,183 | (2,448 | ) | 3,029 | (50,476 | ) | (46,712 | ) | ||||||||||||||||||||||||||
| Net earnings (loss) from continuing operations | (7,489 | ) | 1,732 | 9,522 | (6,267 | ) | (2,502 | ) | 7,747 | 27,420 | 39,873 | 69,736 | 144,776 | |||||||||||||||||||||||||||
| Earnings from discontinued operations, net of tax | — | — | 1,688 | — | 1,688 | — | — | — | 1,176 | 1,176 | ||||||||||||||||||||||||||||||
| Net earnings (loss) | (7,489 | ) | 1,732 | 11,210 | (6,267 | ) | (814 | ) | 7,747 | 27,420 | 39,873 | 70,912 | 145,952 | |||||||||||||||||||||||||||
| Earnings (loss) per share: | ||||||||||||||||||||||||||||||||||||||||
| Basic | (0.11 | ) | 0.03 | 0.17 | (0.10 | ) | (0.01 | ) | 0.12 | 0.42 | 0.63 | 1.14 | 2.28 | |||||||||||||||||||||||||||
| Diluted | (0.11 | ) | 0.03 | 0.17 | (0.10 | ) | (0.01 | ) | 0.12 | 0.42 | 0.62 | 1.12 | 2.24 | |||||||||||||||||||||||||||
| Excluded items: | ||||||||||||||||||||||||||||||||||||||||
| Purchased intangible asset amortization (cost of revenue) | 3,846 | 3,748 | 3,686 | 3,135 | 14,415 | 2,750 | 2,750 | 2,750 | 2,750 | 11,000 | ||||||||||||||||||||||||||||||
| Non-cash stock compensation (cost of revenue and operating expenses) | 27,985 | 29,068 | 26,760 | 24,166 | 107,979 | 25,410 | 20,517 | 18,131 | 18,930 | 82,988 | ||||||||||||||||||||||||||||||
| Restructuring and merger charges (gains, losses, and other) | 206 | 397 | 149 | 7,241 | 7,993 | 423 | — | 1,252 | 3,315 | 4,990 | ||||||||||||||||||||||||||||||
| Total excluded items from continuing operations | 32,037 | 33,213 | 30,595 | 34,542 | 130,387 | 28,583 | 23,267 | 22,133 | 24,995 | 98,978 | ||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes and excluding items | 31,233 | 44,897 | 49,301 | 27,796 | 153,227 | 39,513 | 48,239 | 65,035 | 44,255 | 197,042 | ||||||||||||||||||||||||||||||
| Income tax expense | 7,371 | 10,745 | 12,421 | 7,759 | 38,296 | 9,878 | 12,060 | 16,259 | 11,064 | 49,261 | ||||||||||||||||||||||||||||||
| Non-GAAP net earnings from continuing operations | 23,862 | 34,152 | 36,880 | 20,037 | 114,931 | 29,635 | 36,179 | 48,776 | 33,191 | 147,781 | ||||||||||||||||||||||||||||||
P 24
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
| FY2025 | FY2026 | |||||||||||||||||||||||||||||||||||||||
| 6/30/2024 | 9/30/2024 | 12/31/2024 | 3/31/2025 | FY2025 | 6/30/2025 | 9/30/2025 | 12/31/2025 | 3/31/2026 | FY2026 | |||||||||||||||||||||||||||||||
| Non-GAAP earnings per share from continuing operations | ||||||||||||||||||||||||||||||||||||||||
| Basic | 0.36 | 0.52 | 0.56 | 0.30 | 1.74 | 0.45 | 0.56 | 0.77 | 0.53 | 2.31 | ||||||||||||||||||||||||||||||
| Diluted | 0.35 | 0.51 | 0.55 | 0.30 | 1.70 | 0.44 | 0.55 | 0.76 | 0.52 | 2.27 | ||||||||||||||||||||||||||||||
| Basic weighted average shares | 66,621 | 66,294 | 65,631 | 65,957 | 66,126 | 65,448 | 65,074 | 63,517 | 62,382 | 64,105 | ||||||||||||||||||||||||||||||
| Diluted weighted average shares | 68,463 | 67,309 | 66,743 | 67,479 | 67,499 | 66,731 | 65,781 | 64,285 | 63,382 | 65,045 | ||||||||||||||||||||||||||||||
Some totals may not add due to rounding
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
P 25
APPENDIX A
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
Q4 FISCAL 2026 FINANCIAL RESULTS
EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS
To supplement our financial results, we use non-GAAP measures which exclude certain acquisition related expenses, non-cash stock compensation and restructuring charges. We believe these measures are helpful in understanding our past performance and our future results. Our non-GAAP financial measures and schedules are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated GAAP financial statements. Our management regularly uses these non-GAAP financial measures internally to understand, manage and evaluate our business and to make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is also based in part on the performance of our business based on these non-GAAP measures.
Our non-GAAP financial measures, including non-GAAP earnings (loss) per share, non-GAAP income (loss) from operations, non-GAAP operating income (loss) margin, non-GAAP expenses and adjusted EBITDA reflect adjustments based on the following items, as well as the related income tax effects when applicable:
Purchased intangible asset amortization: We incur amortization of purchased intangibles in connection with our acquisitions. Purchased intangibles include (i) developed technology, (ii) customer and publisher relationships, and (iii) trade names. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance.
Non-cash stock compensation: Non-cash stock compensation consists of charges for employee restricted stock units, performance shares and stock options in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options assumed in connection with our acquisitions. As we apply stock-based compensation standards, we believe that it is useful to investors to understand the impact of the application of these standards to our operational performance. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations.
Restructuring charges: During the past several years, we have initiated certain restructuring activities in order to align our costs in connection with both our operating plans and our business strategies based on then-current economic conditions. As a result, we recognized costs related to termination benefits for employees whose positions were eliminated, lease and other contract termination charges, and asset impairments. These items, as well as third party expenses associated with business acquisitions in the prior years, reported as gains, losses, and other items, net, are excluded from non-GAAP results because such amounts are not used by us to assess the core profitability of our business operations.
Transformation costs: In previous years, we incurred significant expenses to separate the financial statements of our operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and 3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our business. We substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, we incurred transaction support expenses and system separation costs related to the Company's announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on our business and again during fiscal 2023 in response to macroeconomic conditions, we incurred significant costs associated with the assessment of strategic and operating plans, including our long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment. Our criteria for excluding these costs are the same. We believe excluding these items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.
P 26
APPENDIX A
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
Q4 FISCAL 2026 FINANCIAL RESULTS
EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS
Our non-GAAP financial schedules are:
Non-GAAP EPS, Non-GAAP Income from Operations, and Non-GAAP expenses: Our Non-GAAP earnings per share, Non-GAAP income from operations, Non-GAAP operating income margin, and Non-GAAP expenses reflect adjustments as described above, as well as the related tax effects where applicable.
Adjusted EBITDA: Adjusted EBITDA is defined as net income from continuing operations before income taxes, other income and expenses, depreciation and amortization, and including adjustments as described above. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments and to compare our results to those of our competitors. We believe that the inclusion of Adjusted EBITDA provides useful supplementary information to and facilitates analysis by investors in evaluating the Company's performance and trends. The presentation of Adjusted EBITDA is not meant to be considered in isolation or as an alternative to net earnings as an indicator of our performance.
Free Cash Flow: To supplement our statement of cash flows, we use a non-GAAP measure of cash flow to analyze cash flows generated from operations. Free cash flow is defined as operating cash flow less capital expenditures. Management believes that this measure of cash flow is meaningful since it represents the amount of money available from continuing operations for the Company's discretionary spending. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.
P 27
Exhibit 99.2
Publicis to acquire LiveRamp
to accelerate data co-creation for smarter agents
The Groupe will expand its addressable market
and raise its 2027-2028 financial objectives
Publicis Groupe has entered into an agreement to acquire LiveRamp, a global data collaboration platform.
Click here to see the announcement by Arthur Sadoun, Publicis Groupe Chairman & CEO Publicis Groupe, and Carla Serrano, Chief Strategy Officer, Publicis Groupe.
With LiveRamp, Publicis will become a leader in data co-creation, an important capability in the age of artificial intelligence and an enabler of agentic business transformation.
With this acquisition, for a total enterprise value of $2.2billion, the Groupe furthers its investment in technology, data, and AI-services to unlock new opportunities for the agentic era. In doing so it will expand its addressable market, allowing it to raise its 2027-2028 objectives on net revenue and headline EPS growth at constant currency.
LiveRamp: A Data Collaboration Platform
LiveRamp is a global data collaboration platform that enables companies to unify, manage, and activate data across the digital ecosystem.
Interoperable by design, it connects over 25,000 publisher domains and 500+ technology and data partners across 14 markets, and enables thousands of brands, retailers, media platforms, and data providers to collaborate and connect data effectively, efficiently and securely.
LiveRamp transforms fragmented and disconnected data into an enterprise-grade, unified, and actionable data asset built for insight, activation, and measurement.
With 1,300 employees, and a model anchored in a highly recurring revenue base, LiveRamp has delivered a trailing five year CAGR of 13%.
Financial details of the transaction:
Under the terms of the agreement, Publicis Groupe will acquire LiveRamp for a total enterprise value of $2.167 billion, based on an acquisition price of $38.50 per share.
The transaction represents a total equity value of $2.546 billion and includes acquired net cash of $379 million.
The purchase price represents a 29.8% premium to LiveRamp’s closing share price on May 15th, 2026, the last trading day prior to the announcement of the agreement.
The transaction will be financed through cash on hand.
The acquisition is expected to be accretive to Publicis Groupe’s headline EPS from the first year of consolidation, excluding transaction-related costs.
The transaction is also expected to enhance Publicis’ growth profile, with the Groupe raising its 2027 and 2028 constant currency growth objectives to +7% to +8% for net revenue and +8% to +10% for headline EPS, versus previous objectives of +6% to +7% and +7% to +9%, respectively.
The transaction has been unanimously approved by the Board of Directors of both Publicis Groupe and LiveRamp.
Accelerating data co-creation to build more intelligent agents:
Data co-creation is the process by which companies connect multiple high-value data sources across partners in a secure environment. This generates new data assets that the companies could not build alone. This co-created data is a proprietary asset that drives a competitive edge for clients at a time when 93% of companies lack the right data for AI success1.
Combined with Epsilon’s identity, LiveRamp’s collaborative clean rooms, data connectivity, market place and partner and agent network will build a leader in data co-creation that will enable clients to:
| - | Collaborate with Greater Speed, Security & Scale: Unifying fragmented internal and partner data to enable secure, seamless collaboration across organizations without exposing sensitive underlying data. |
For example, a bank could build a powerful wealth management lifecycle agent in most markets and within a defined governance framework. The agent could use tokenized customer data from its retail banking, credit card, and wealth management and securely unlock insights through partner data from merchants, payment networks, and travel providers - without exposing sensitive customer records. This agent can now cross-sell faster, coordinate efforts across multiple lines of business. The business impact of the agent is transformed from narrow task completion into a tangible competitive advantage in customer lifetime value, customer experience and retention.
1 Harvard Business Review Analytics Services
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| - | Generate Proprietary Intelligence: Creating new data assets from unique combinations of signals and datasets, unlocking hidden insights that drive smarter strategies and a sustainable competitive AI advantage. |
For example, a retailer could build a comprehensive retail journey agent. The agent could connect data from CRM, loyalty, to in-store, to retail media network inventory, to partners in order to measure the incrementality of each touchpoint and to build new, proprietary journeys for shoppers. The business result of this agent now becomes faster, more efficient shopper conversion and more value for retail media partners.
| - | Continuously Train & Fuel AI Models: Powering enterprise-grade AI agents with anonymized, integrated, dynamic, co-created data to accelerate responsiveness and decision-making within a defined governance framework. |
For example, a global pharmaceutical company can build a therapeutic area optimization agent. This agent can use clinical, commercial, and supply chain signals with de-identified patient, prescriber and payer data across their brands and at a therapeutic area level. This agent can now use new dynamic signals to balance distribution by brand and optimize field-force deployment in the context of marketing. The business impact is incremental growth for each brand, more efficient and higher ROI field-force activities, therapeutic area product lifecycle management, and total enterprise growth.
Enabling end-to-end agentic business transformation:
Building smarter agents through data co-creation opens up a new addressable market and complements Publicis’ proven growth model, boosting its ability to accelerate clients’ agentic business transformation.
Thanks to Publicis Sapient, we can build and modernize technology and system foundations to make clients’ infrastructure AI-ready.
Epsilon's market-leading identity connects clients and their agents to real people, behaviors and deterministic transactions as the fundamental source of truth and growth potential.
The addition of LiveRamp enables data collaboration, safely and securely across partners, co-creating new data to fuel smarter agents for clients.
Finally, Marcel is the agentic platform that activates this co-created data across clients’ enterprise functions.
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Arthur Sadoun, Chairman and CEO of Publicis Groupe commented:
"LiveRamp joining Publicis Groupe is the latest demonstration of our commitment to investing in new talent and innovation, ahead of market shifts.
After acquiring Epsilon in 2019 in the name of personalization at scale and enabling our clients to take back control of their data from the walled gardens, by shifting from cookies to identity, once again we are looking ahead to what’s next.
By building the future of data co-creation, we’re empowering our clients to generate new, exclusive and proprietary data, to build the smartest, most differentiated AI agents on top of the leading LLMs.
It will be valuable for our clients’ business growth, and a new addressable market for Publicis.
Thanks to the Power of One, we expect to be able to quickly unite and deploy LiveRamp’s capabilities globally for clients. Adding it to our ecosystem of Publicis Sapient, Epsilon, and Marcel, means we will go even further, and faster, in delivering agentic transformation to clients, whatever their stage of enterprise readiness, safely, transparently, and in their own environments.
Beyond its technology platform, LiveRamp is a team of outstanding talent, that we have had the opportunity to work closely with through our strategic partnership. We’re looking forward to welcoming them all to the Publicis family."
Scott Howe, CEO of LiveRamp, commented:
“We are thrilled to announce our agreement with Publicis, marking the beginning of an exciting new chapter for LiveRamp and all our stakeholders.
Our customers and partners have always been our North Star, and by joining forces with Publicis, we will have greater resources and flexibility to scale our business, continue innovating our platform, and help them unlock even greater value from their data.
This transaction also represents the best path forward for our shareholders, delivering significant and certain cash value at a compelling premium.
Above all, this outcome is a testament to our employees, whose hard work and dedication have made LiveRamp the trusted partner it is today, and who will have new opportunities to grow and thrive as part of a global industry leader.”
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LiveRamp Post Acquisition
Following the acquisition, LiveRamp will continue to be led by CEO Scott Howe, who will report directly to Publicis Groupe CEO Arthur Sadoun.
LiveRamp’s numbers will be reported within the Groupe’s Technology segment, like Publicis Sapient.
LiveRamp will continue to operate as a neutral, interoperable platform and provide open access across the ecosystem. No current or prospective customer will be prohibited from accessing, or restricted in using, its services.
Regarding privacy and control, LiveRamp will continue to protect client, partner and publisher data in accordance with existing contractual commitments, and will not use that data beyond what is expressly permitted under their agreements with them.
LiveRamp will continue to apply its standard commercial practices, with no changes to pricing outside the normal course of business and standard business practices.
As part of Publicis, LiveRamp will benefit from additional investment, scale, and expanded innovation capabilities, while maintaining the openness, interoperability, and trusted neutrality that clients, publishers and partners expect.
Next Steps
The transaction has been signed and is expected to close before year-end 2026, subject to regulatory approvals, approval by LiveRamp's shareholders and other closing conditions.
Additional financial considerations and outlook
Publicis Groupe expects to fund the purchase price with cash on hand and debt, and maintain a financial profile in line with current BBB+ / Baa1 ratings, with full deleveraging expected two years after completion of the transaction.
Following completion, Publicis Groupe’s maximum net financial leverage is expected to remain limited to 1.2x in 2027.
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Publicis Groupe confirms its 2026 guidance of a 4% to 5% net revenue organic growth, slight improvement in operating margin rate vs 18.2% in 20252 and record free cashflow before change in WCR of circa €2.1 billion3.
The Groupe is raising its 2027 and 2028 constant currency growth objectives to +7% to +8% for net revenue and +8% to +10% for headline EPS, versus previous objectives of +6% to +7% and +7% to +9%, respectively.
Advisors
Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Publicis Groupe and BofA Securities, Inc. is serving as financial advisor Sullivan & Cromwell LLP is serving as legal advisor to LiveRamp and Evercore is serving as financial advisor.
Conference call details
Publicis Groupe and LiveRamp will host a conference call / webcast to discuss the transaction on Monday, May 18, 2026, at 8:00 AM CET / 2:00 AM EST.
Conference call details: FR: +33 1 7091 8704 / UK: +44 1 212 818 004 / US: +1 718 705 8796 / Passcode : 766927
Webcast: https://edge.media-server.com/mmc/p/t8uwdbij
Accompanying documents will be available on the investor relations section of Publicis Groupe’s website.
About Publicis Groupe - The Power of One
Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is a global leader in communication. The Groupe is positioned at every step of the value chain, from consulting to execution, combining marketing transformation and digital business transformation. Publicis Groupe is a privileged partner in its clients’ transformation to enhance personalization at scale. The Groupe relies on ten expertise concentrated within four main activities: Communication, Media, Data and Technology. Through a unified and fluid organization, its clients have a facilitated access to all its expertise in every market. Present in over 100 countries, Publicis Groupe employs around 114,000 professionals.
www.publicisgroupe.com| Twitter | Facebook | LinkedIn | YouTube | Instagram | Viva la Difference!
2 Fiscal year ending March 31st
3 Before one off transaction costs, estimated to be within €30 million
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Contact Publicis Groupe
| Amy Hadfield | Global Communications | +33 (0)1 44 43 70 75 | amy.hadfield@publicisgroupe.com |
| Michelle McGowan | U.S. Communications | +1 312 315 5259 | michelle.mcgowan@publicisgroupe.com |
| Eleanor Conroy | EMEA Communications | +447736746466 | eleanor.conroy@publicisgroupe.com |
| Jean-Michel Bonamy | Deputy CFO, Investor Relations | +33 1 44 43 74 88 | jean-michel.bonamy@publicisgroupe.com |
| Carla Foucaud | Investor Relations | +44 20 7830 3710 | carla.foucaud@publicisgroupe.com |
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning Publicis, LiveRamp, the proposed transaction and other matters. Forward-looking statements contained herein could include, among other things, statements regarding the anticipated timing of the consummation of the proposed transaction; statements about management’s confidence in and strategies for performance of the combined businesses; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as “may,” “could,” “expect,” “anticipate,” “intend,” “believe,” “likely,” “estimate,” “outlook,” “plan,” “contemplate,” “project,” “target” or other comparable terms. These forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside the parties’ control. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication including, but not limited to: (1) failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change, or other circumstance that could give rise to the right of one or multiple of the parties to terminate the definitive agreement between Publicis and LiveRamp; (2) the possibility that the transaction does not close when expected or at all because required regulatory, shareholder, or other approvals are not received or satisfied on a timely basis or at all; (3) the possibility that the transaction 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 transaction; (4) risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected; (5) failure to realize anticipated benefits of the combined operations; (6) risks relating to unanticipated costs of integration; (7) ability to hire and retain key personnel; (8) ability to successfully integrate the companies’ businesses; (9) the potential impact of announcement or consummation of the proposed transactions on relationships with third parties, including clients, employees and competitors, including reputational risk; (10) ability to attract new clients and retain existing clients in the manner anticipated; (11) reliance on and integration of information technology systems; (12) suffering reduced profits or losses as a result of intense competition; or (13) potential litigation that may be instituted against LiveRamp or its directors or officers related to the proposed transaction or the merger agreement. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in LiveRamp’s Annual Report on Form 10-K for the year ended March 31, 2025, in Part I “Cautionary Statements Relevant to Forward-Looking Information” and Part I, Item 1A, “Risk Factors,” as updated by subsequent Quarterly Reports on Form 10-Q, which are filed with the Securities and Exchange Commission (the “SEC”) and those described in documents Publicis has filed with the Autorité des Marchés Financiers (the French securities regulator). The parties do not undertake, nor do they have, any obligation to provide updates or to revise any forward-looking statements.
NO OFFER OR SOLICITATION
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable European and French regulations.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, LiveRamp Holdings, Inc. will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction (the “proxy statement”). The definitive proxy statement will be mailed to LiveRamp’s shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at LiveRamp’s shareholder meeting to approve the proposed transaction should be made only on the basis of the information contained in LiveRamp’s proxy statement and documents incorporated by reference therein. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov or on LiveRamp’s website at www.liveramp.com.
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PARTICIPANTS IN THE SOLICITATION
Publicis, LiveRamp and their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of LiveRamp in respect of the proposed transactions contemplated by the proxy statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of LiveRamp in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC. Information about the directors and executive officers of LiveRamp and their ownership of shares of LiveRamp common stock and other securities of LiveRamp can be found in the sections entitled “Nominees and Continuing Directors,” “Stock Ownership,” “Compensation Discussion and Analysis,” “Compensation Tables,” and “Non-Employee Director Compensation” included in LiveRamp’s proxy statement in connection with its 2025 Annual Meeting of Shareholders, filed with the SEC on June 27, 2025; in the Form 3 and Form 4 initial statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by LiveRamp’s directors and executive officers; and in other documents subsequently filed by LiveRamp with the SEC, including LiveRamp’s proxy statement relating to the proposed transaction when it becomes available. Investors and security holders may obtain free copies of these documents and other related documents filed with the SEC at the SEC’s website at www.sec.gov or on LiveRamp’s website at www.liveramp.com.
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