LiveRamp delays quarterly report after acquisition

LiveRamp reported that it expected no significant change in results of operations from the corresponding prior-year period.

Available on EDGAR 11/10/2026 - 04:13 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:12 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. (RAMP) reported that it could not timely file its Form 10-Q for the three months ended September 30, 2026. MMS USA Holdings, Inc., a wholly owned subsidiary of Publicis Groupe S.A., acquired LiveRamp on November 2, 2026, before the report was due. The merger required LiveRamp to reassess its auditor relationship with the new owners, and the company said it could not meet the prescribed deadline without unreasonable effort or expense. LiveRamp also reported that it expected no significant change in results of operations compared with the corresponding prior-year period, and that its other required periodic reports for the preceding 12 months had been filed.

Filing Explained

The notice adds that after the merger closed, LiveRamp filed Form 25 to delist, and its securities are no longer listed or traded on any U.S. or other securities exchange.

Key Figures

Quarter ended: September 30, 2026 Acquisition date: November 2, 2026

2 metrics

Quarter ended September 30, 2026 Form 10-Q reporting period

Acquisition date November 2, 2026 Acquisition by MMS USA Holdings, Inc.

Key Terms

Rule 12b-25, Form 25, delist

3 terms

Rule 12b-25 regulatory

"relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 25 regulatory

"filed a Form 25 to delist"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

delist regulatory

"to delist from the New York Stock Exchange"

Delist means a company’s shares are removed from a public stock exchange so they can no longer be bought or sold on that market. Think of it like a product being taken off a supermarket shelf: the stock becomes harder to find, often leads to less trading, wider price swings, and reduced transparency, which matters to investors because it can limit ability to sell, change the value of holdings, and signal regulatory or financial problems.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is RAMP's Form 10-Q late?

LiveRamp said its acquisition by MMS USA Holdings, Inc. on November 2, 2026, before the report was due, required it to reassess its auditor relationship with the new owners. The company said it could not file by the prescribed deadline without unreasonable effort or expense.

Did LiveRamp expect a significant change in results in its delayed Form 10-Q?

No. LiveRamp marked that it did not anticipate a significant change in results of operations compared with the corresponding period of the prior fiscal year.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

	FORM 12b-25	SEC FILE NUMBER
		001-38669
		CUSIP NUMBER
	NOTIFICATION OF LATE FILING	53815P 108

(Check one): ¨ Form 10-K           ¨ Form 20-F           ¨ Form 11-K           [√] Form 10-Q         ¨ Form 10-D
¨ Form N-CEN       ¨ Form N-CSR

For Period Ended:   September 30, 2026
  ¨ Transition Report on Form 10-K
  ¨ Transition Report on Form 20-F
  ¨ Transition Report on Form 11-K
  ¨ Transition Report on Form 10-Q
For the Transition Period Ended: ____________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

LiveRamp Holdings, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

225 Bush Street, Seventeenth Floor

Address of Principal Executive Office (Street and Number)

San Francisco, CA 94104

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	x		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
			(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

LiveRamp Holdings, Inc. (the “Registrant”) was unable to timely file its Quarterly Report on Form 10-Q for the three months ended September 30, 2026 (the “Form 10-Q”). The Registrant was acquired on November 2, 2026 by MMS USA Holdings, Inc. (a wholly owned subsidiary of Publicis Groupe S.A.) (the “Merger”). The Merger closed prior to the time when the Form 10-Q was required to be filed, which required the Registrant to reassess its auditor relationship with respect to the new owners prior to filing the Form 10-Q. The Registrant’s securities are no longer listed or traded on any U.S. or other securities exchange because the Registrant filed a Form 25 to delist from the New York Stock Exchange after the close of the Merger. Due to the timing of the Merger, the Registrant could not, without unreasonable effort or expense, file its Form 10-Q by the prescribed deadline.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Jerry C. Jones		501		766-3359
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes [√ ] NO [_]
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes [_] NO [√ ]
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

LiveRamp Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 10, 2026 By: /s/ Jerry C. Jones