RAMP 10-K & 10-Q changes, risk factors and insider trading
LiveRamp Holdings, Inc. · NYSE · Services-Computer Processing & Data Preparation · CIK 733269 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to the Pending Merger”
New heading “We may fail to consummate the Merger, and uncertainties related to the consummation of the Merger may have a material adverse effect on our business, results of operations and financial condition and negatively impact the trading price of our common stock.”
New heading “There also is no assurance that the Merger and the other transactions contemplated by the Merger Agreement will occur on the terms and timeline currently contemplated or at all.”
New heading “If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Parent. These costs could require us to use available cash that would have otherwise been available for other uses.”
New heading “We are subject to various uncertainties while the Merger is pending, which could have a material adverse effect on our business, results of operations and financial condition.”
New heading “While the Merger Agreement is in effect, we are subject to certain interim covenants.”
New heading “The Merger Agreement limits our ability to pursue alternatives to the Merger and may discourage other companies from trying to acquire us for greater consideration than what Parent has agreed to pay pursuant to the Merger Agreement or could result in a competing acquisition proposal being at a lower price than it might otherwise be.”
New heading “We and our directors and officers may be subject to lawsuits relating to the Merger.”
New heading “We have incurred, and will continue to incur, substantial direct and indirect transaction-related costs in connection with the Merger.”
New heading “Our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our other stockholders.”
New heading “If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company.”
Removed heading “Acquisition and divestiture activities may disrupt our ongoing business and may involve increased expenses, and we may not realize the financial and strategic goals contemplated at the time of a transaction, all of which could adversely affect our business and growth prospects.”
Largest changes
Additional risks inherent in our non-U.S. business activities generally include, among others, the costs and difficulties of managing international operations, potentially adverse tax consequences, and greater difficulty enforcing intellectual property rights. The various risks that are inherent in doing business in the United States are also generally applicable to doing business outside of the United States, but such risks may be exaggerated by factors normally associated with international operations, such as differences in culture, laws and regulations, especially restrictions on collection, management, aggregation, localizations, and use of information. Failure to effectively manage the risks facing our non-U.S. business activities could materially adversely affect our operating results. Also, our business issee in full comparisonsubjectvulnerable to weak international economic conditions, geopolitical developments, such as existing and potential trade wars, and other events outside of our control that could result in a reduced volume of business by our customers and prospective customers, and the demand for, and use of, our products and services may decline. For example, the military conflicts in Europe and the Middle East could result in regional instability and adversely impact financial markets as well as economic conditions, and any economic and political uncertainty caused by the U.S. tariffs imposed on goods from various countries, and any corresponding tariffs from those countries in response, could negatively impact financial markets and economic conditions. In addition, when operating in foreign jurisdictions, we must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local laws prohibiting corrupt payments to government officials, as well as anti-competition regulations and data protection laws and regulations, such as the U.S. Department of Justice's Data Security Program. Violations of these laws and regulations could result in fines and penalties, criminal sanctions, and restrictions on our business conduct and on our ability to offer our products and services in one or more countries. Such violations could also adversely affect our reputation with existing and prospective customers, which could negatively impact our operating results and growth prospects.
In addition, in the EU, Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing information on an Internet user’ssee in full comparisoncomputer,device, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent.AThereplacementEUforregulatory framework governing cookies and similar technologies continues to evolve. While theCookieexisting ePrivacy Directiveto(ascomplementimplementedand bring electronic communication services in line with the GDPR and force a harmonized approach acrossby EU member states)isoperatescurrently with the EU Council for a trilogue to decide its final effective date. Likealongside the GDPR, regulators have taken increasingly strict positions on consent requirements and enforcement. In addition, the European Commission's Digital Omnibus package, proposedePrivacyinRegulationNovemberhas2025,extra-territorialincludesapplication as it appliesamendments tobusinessestheestablishedePrivacyoutsideDirective that could, if adopted, introduce a centralized browser-based consent framework and further restrict theEUusewhoofprovidecookiespubliclyandavailablesimilarelectronictrackingcommunicationstechnologies.servicesOngoingto,policyordevelopmentsgatheranddataregulatoryfrom the devices of, users in the EU. Though still subject to debate, the proposed ePrivacy Regulationinterpretations may further limit the lawful bases availabletoforprocess digitalprocessing data collected through cookies andrequiresimilar"opt-in" consent. The finestechnologies andpenaltiesincreaseforcompliancebreachburdensofandthepotentialproposed ePrivacy Regulation may be significant.penalties. Limitations on the use or effectiveness of cookies, or other limitations on our, or our customers’, ability to collect and use data for advertising, whether imposed by EU member state implementations of the CookieDirective, by the new ePrivacy Regulation,Directive or otherwise, may impact the performance of our platform. We may be required to, or otherwise may determine that it is advisable to, make significant changes in our business operations and product and services to obtain user opt-in for cookies and use of cookie data, or develop or obtain additional tools and technologies to compensate for a lack of cookie data. We may not be able to make the necessary changes in our business operations and products and services to obtain user opt-in for cookies and use of cookie data, or develop, implement or acquire additional tools that compensate for a lack of cookie data. Moreover, even if we are able to do so, such additional products and tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies.
“In addition, when operating in foreign jurisdictions, we must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local laws prohibiting corrupt payments to government officials, as well as anti-competition regulations and data protection laws and regulations. Violations of these laws and regulations could result in fines and penalties, criminal sanctions, and restrictions on our business conduct and on our ability to offer our products and services in one or more countries. …”see in full comparison
In Europe, the European General Data Protection Regulation ("GDPR") took effect on May 25, 2018 and applies to products and services that we provide in Europe, as well as the processing of personal data of EU citizens, wherever that processing occurs. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union. For example, the GDPR requires offering a variety of controls to individuals in Europe before processing data for certain aspects of our service. In addition, the GDPR includes significant penalties for non-compliance of up to the greater of €20 million or 4% of an enterprise’s global annual revenue.see in full comparisonFurther,The European Commission's Digital Omnibus package, proposed in November 2025, includes amendments to theEuropean Union is expected to replace the EU CookieePrivacy Directivegoverningand GDPR that could impose additional consent requirements and compliance obligations relating to the use oftechnologies to collect consumer information with the ePrivacy Regulation. The replacement ePrivacy Regulation may impose burdensome requirements around obtaining consentcookies andimposesimilarfines for violations that are materially higher than those imposed under the European Union’s current ePrivacy Directive and related EU member state legislation.technologies. In addition, some countries are considering or have passed legislation or interpretations implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services. Any failure to achieve required data protection standards may result in lawsuits, regulatory fines, or other actions or liability, all of which may harm our operating results.
“The Merger Agreement contains provisions that make it more difficult for us to sell our business to a party other than Parent. Under the Merger Agreement, beginning on May 16, 2026, we became subject to customary “no-shop” restrictions on our ability to solicit alternative Acquisition Proposals (as defined in the Merger Agreement) from third parties and to provide information to, and participate in discussions and engage in negotiations with, third parties regarding any alternative Acquisition Proposals, subject to a customary “fiduciary out” provision. …”see in full comparison
“While the Merger Agreement is in effect, we are subject to certain interim covenants.”see in full comparison
Full comparison: every changed paragraph (70)
Risks Related to the Pending Merger
We may fail to consummate the Merger, and uncertainties related to the consummation of the Merger may have a material adverse effect on our business, results of operations and financial condition and negatively impact the trading price of our common stock.
The Merger is subject to the satisfaction of a number of conditions beyond our control, including the approval of the Merger and the adoption of the Merger Agreement by the holders of sixty-six and two-thirds percent (66 2/3%) of the voting power represented by the issued and outstanding shares of our common stock entitled to vote thereon and the expiration or termination of any applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of certain non-U.S. antitrust and foreign direct investment approvals, the receipt of the CFIUS Approval (as defined in the Merger Agreement) with respect to the Merger and other customary closing conditions. Failure to satisfy the conditions to the Merger could prevent or delay the completion of the Merger. Further, regulators may impose conditions, obligations or restrictions on the Merger that may have the effect of delaying or preventing its completion. If the Merger does not close, we may suffer other consequences that could adversely affect our business, financial condition, operating results, and stock price, and our stockholders would be exposed to additional risks, including, but not limited to:
•negative reactions from the financial markets, including negative impacts on our stock price, particularly to the extent that the current trading price of our common stock reflects an assumption that the Merger will be completed, the trading price of our common stock could decrease if the Merger is not completed and it is uncertain when, if ever, the trading price of our common stock would return to the prices at which our common stock currently trade;
•negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees, customers, partners, suppliers and others with whom we do business;
•investor confidence in us could decline, stockholder litigation could be brought against us or members of the board of directors or our officers, which, even if meritless, may require us to commit significant time and resources defending;
•our relationships with existing and prospective customers, service providers, investors, and other business partners may be adversely impacted, we may be unable to retain key personnel and our operating results may be adversely impacted due to costs incurred in connection with the Merger;
•we have incurred, and will continue to incur, significant expenses such as legal, accounting, financial advisory, printing and other professional services in connection with the Merger for which we will have received little or no benefit if the Merger is not consummated;
•while the Merger Agreement is in effect, we are subject to restrictions on our business activities, including, among other things, restrictions on our ability to engage in certain kinds of material transactions, which could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may as a result, materially adversely affect our business, results of operations and financial conditions;
•any disruptions to our business resulting from the announcement and pendency of the Merger, including adverse changes in our relationships with customers, suppliers, partners and employees, may continue or intensify in the event the Merger is not consummated or is significantly delayed; and
•the requirement that we pay a termination fee to Parent under certain circumstances.
In addition, if the Merger is not completed, stockholders will not receive any payment for their common stock in connection with the Merger. Instead, we will remain a public company, our common stock will continue to be listed and traded on the New York Stock Exchange and registered under the Securities Exchange Act of 1934, as amended, and we will be required to continue to file periodic reports with the SEC.
The efforts and costs to satisfy the closing conditions of the Merger may place a significant burden on management and internal resources, and the Merger and related transactions, whether or not consummated, may result in a diversion of management’s attention from day-to-day operations and prevent the pursuit of other opportunities that could have been beneficial to us. Any significant diversion of management’s attention away from ongoing business and difficulties encountered in the Merger process could have a material adverse effect on our business, results of operations and financial condition.
There also is no assurance that the Merger and the other transactions contemplated by the Merger Agreement will occur on the terms and timeline currently contemplated or at all.
We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurances as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if applicable). If the proposed Merger is delayed or not completed, the trading price of our common stock may decline, including to the extent that the current trading price of our common stock reflects an assumption that the Merger and the other transactions contemplated by the Merger Agreement will be consummated without further delays, which could have a material adverse effect on our business, results of operations and financial condition, and any adverse consequence of the pending Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement. If the Merger Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement.
If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Parent. These costs could require us to use available cash that would have otherwise been available for other uses.
If the Merger is not completed, in certain circumstances, we could be required to pay a termination fee to Parent of up to $32,350,000. If the Merger Agreement is terminated, the termination fee we may be required to pay, if any, under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes or other uses. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business, results of operations or financial condition, which in turn would materially and adversely affect the trading price of our common stock.
We are subject to various uncertainties while the Merger is pending, which could have a material adverse effect on our business, results of operations and financial condition.
Uncertainty about the pendency of the Merger and the effect of the Merger on employees, customers and other third parties who deal with us may have a material adverse effect on our business, results of operations, cash flows and financial condition, regardless of whether the Merger is completed. These risks and uncertainties include, but are not limited to:
•the possibility that our relationship with suppliers, customers and employees could be adversely affected, including if our suppliers, customers or others attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationship with us during the pendency of the Merger;
•uncertainties caused by any negative sentiment in the marketplace with respect to the Merger, which could adversely impact investor confidence in the Company;
•a distraction of our current employees as a result of the Merger, which could result in a decline in their productivity or cause distractions in the workplace, as such personnel may experience uncertainty about their future roles following the consummation of the Merger;
•being subject to certain restrictions on the conduct of our business;
•possibly foregoing certain business opportunities that we might otherwise pursue absent the pending Merger;
•difficulties in attracting and retaining key employees due to uncertainties related to the Merger;
•impact of costs related to completion of the Merger; and
•other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Merger.
Additionally, these uncertainties could have a material adverse effect on our business, results of operations, financial condition and trading price of our common stock.
While the Merger Agreement is in effect, we are subject to certain interim covenants.
The Merger Agreement generally requires us to operate our business in the ordinary course, subject to certain exceptions, including as required by applicable law, pending consummation of the Merger, and subjects us to customary interim operating covenants that restrict us from taking certain specified actions until the Merger is completed or the Merger Agreement is terminated in accordance with its terms. These restrictions could prevent us from pursuing certain business opportunities that may arise prior to the consummation of the Merger and may affect our ability to execute our business strategies and attain financial and other goals and may impact our financial condition, results of operations and cash flows.
The Merger Agreement limits our ability to pursue alternatives to the Merger and may discourage other companies from trying to acquire us for greater consideration than what Parent has agreed to pay pursuant to the Merger Agreement or could result in a competing acquisition proposal being at a lower price than it might otherwise be.
The Merger Agreement contains provisions that make it more difficult for us to sell our business to a party other than Parent. Under the Merger Agreement, beginning on May 16, 2026, we became subject to customary “no-shop” restrictions on our ability to solicit alternative Acquisition Proposals (as defined in the Merger Agreement) from third parties and to provide information to, and participate in discussions and engage in negotiations with, third parties regarding any alternative Acquisition Proposals, subject to a customary “fiduciary out” provision. These restrictions, including the added expense of the termination fees that may become payable by us in certain circumstances, might discourage a third party that has an interest in acquiring all or a significant part of the Company from considering or proposing that acquisition.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 (as defined in the Merger Agreement) 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 board of directors of the Company determines in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal (i) constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) or (ii) after consultation with the Company’s outside legal counsel, that the failure to take such action would reasonably be expected to be a breach of the directors’ fiduciary duties under applicable law, the Company may engage in discussions or negotiations with and may provide non-public 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.
These provisions, along with the cash termination fee described in the risk factor with the heading “If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Parent. These costs could require us to use available cash that would have otherwise been available for other uses”, could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the Company’s business from considering or making a competing acquisition proposal, even if the potential competing acquirer was prepared to pay consideration with a higher per share cash value than the per share value proposed to be received or realized in the Merger, or might cause a potential competing acquirer to propose to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the Merger Agreement.
We and our directors and officers may be subject to lawsuits relating to the Merger.
Litigation is common in connection with the sale of public companies, challenging the Merger or making other claims in connection therewith, regardless of whether the claims have any merit. Such lawsuits may be brought by our purported stockholders against us and the members of our board of directors and may seek, among other things, to enjoin consummation of the Merger. One of the conditions to consummating the Merger is that no order preventing the consummation of the Merger shall have been issued by any court or other governmental entity that is in effect. Consequently, if any such lawsuit challenging the Merger is successful in obtaining an order preventing the consummation of the Merger, that order may delay or prevent the Merger from being completed. While we will evaluate and defend against any lawsuits, the time and costs of defending against litigation, including the costs associated with the indemnification of directors and officers and other liabilities that may be incurred in connection with lawsuits and other negative effects, such as diversion of resources from the Merger and ongoing business activities, negative publicity or damage to our relationships with business partners, suppliers and customers, could adversely affect our business, results of operations, cash flows and financial condition.
We have incurred, and will continue to incur, substantial direct and indirect transaction-related costs in connection with the Merger.
We have incurred significant legal, advisory and financial services fees in connection with Merger. We have incurred, and expect to continue to incur, additional costs in connection with the satisfaction of the various conditions to closing of the Merger, including seeking approval from our stockholders and from applicable regulatory agencies, for which we will have received little or no benefit if the Merger is not completed. If there is any delay in the consummation of the Merger, these costs could increase significantly. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger.
Our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our other stockholders.
Our directors and executive officers have financial interests in the Merger that may be different from, or in addition to, the interests of our other stockholders. These interests may include:
•the treatment of Company incentive awards;
•severance entitlements and other benefits in the case of certain qualifying terminations under the terms of an individual employment agreement or Company severance plan;
•retention arrangements for the benefit of certain Company employees; and
•continued indemnification and insurance coverage under the Merger Agreement, the Company’s organizational documents and indemnification agreements the Company has entered into with its directors and executive officers.
If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company.
The Merger Agreement provides for the stockholders of record of the Company’s common stock to receive cash consideration of $38.50 per share of Company Common Stock, without interest and subject to any applicable withholding taxes, upon the closing of the Merger. The amount of cash per outstanding share of our common stock to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock. If the transaction is consummated, our stockholders will no longer hold interests in the Company and, therefore, will not be entitled to benefit from any potential future appreciation in the value of the Company.
Our existing customers have no obligation to renew their subscription contracts upon expiration of their contractual subscription period and may not renew their subscription contracts for a variety of reasons. Some customers elect not to renew in the normal course of business, and it is difficult to predict renewal rates. Our renewal rates may decline or fluctuate as a result of a number of factors, including the Merger, customer satisfaction, pricing changes by us or our competitors, new offerings by our competitors, mergers and acquisitions affecting our customer base, regulatory changes such as in privacy, antitrust, or international relations, and reductions in our existing customers’ spending levels or activity. If our existing customers do not renew their subscription contracts or otherwise decrease the amount they spend with us, our subscription revenue would decline and our business would suffer.
A decline in new or renewed subscription contracts in any period may not be immediately reflected in our reported financial results for that period but may result in a decline in our subscription revenue in future periods. Moreover, the conditions caused by other factors outside our control, such as economic slowdowns, macroeconomic growth and increasing global geopolitical tensions, have affected, and may continue to affect, directly or indirectly, the rate of spending on advertising products and have adversely affected, and could continue to adversely affect, our existing and prospective customers’ ability or willingness to purchase our offerings, delay our existing and prospective customers’ purchasing decisions, increase pressure for pricing discounts, lengthen payment terms, reduce the value or duration of subscription contracts, or decrease customer renewal rates, all of which could adversely affect our future sales, operating results and overall financial performance.condition.
We operate in a highly competitive and rapidly changing industry. With the introduction of new technologiestechnologies, including Artificial Intelligence ("AI"), and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase revenue and operating results. In addition to existing competitors and intermediaries, we may also face competition from new companies entering the market, including large established companies, all of which currently offer, or may in the future offer, products and services that result in additional competition. Our competitors may be in a better position to develop new products and pricing strategies that more quickly and effectively respond to changes in customer requirements in our markets, which may be disruptive to our existing platform offerings and result in operating inefficiencies and increased competitive pressure. Some of our competitors may choose to sell products or services competitive to ours at lower prices by accepting lower margins and profitability, or may be able to sell products or services competitive to ours at lower prices given proprietary ownership of data, technical superiority or economies of scale. Such introduction of competent, competitive products, pricing strategies or other technologies by our competitors that are superior to or that achieve greater market acceptance than our products and services could adversely affect our business. In such event, we could experience a decline in market share and revenues and be forced to reduce our prices, resulting in lower profit margins for the Company.
Our growth strategy and future success dependsdepend in large part on our ability to attract, recruit, onboard, motivate and retain technical, customer services, sales, consulting, research and development, marketing, administrative and management personnel. The complexity of our products, processing functionality, software systems and services requires highly trained professionals. While we presently have a sophisticated, dedicated and experienced team of executives and employees who have a deep understanding of our business, the labor market for these individuals has historically been very competitive due to the limited number of people available with the necessary technical skills and understanding and the number of these individuals available could be diminished by changes in immigration regulations and other restrictions. As our industry continues to become more technologically advanced, we anticipate increased competition for qualified personnel. In addition, many of the companies with which we compete for experienced personnel may be able to offer greater compensation and benefits packages and/or more flexible work alternatives. We may incur significant costs to attract and retain highly trained personnel and we may lose new employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and training them, and our succession plans may be insufficient to ensure business continuity if we are unable to retain key personnel. Further, volatility or lack of appreciation in our stock price and the Merger may also affect our ability to attract and retain our key employees. The loss or prolonged absence of the services of highly trained personnel like our current team of executives and employees, or the inability to recruit, attract, onboard and retain additional, qualified employees, could have a material adverse effect on our business, financial position or operating results.
Advances in information technologytechnology, including AI, are changing the way our customers use and purchase information products and services and may be disruptive to our existing platform offerings. Maintaining the technological competitiveness of our products, processing functionality, software systems and services is key to our continued success. However, the complexity and uncertainty regarding the development of new technologies and the extent and timing of market acceptance of innovative products and services create difficulties in maintaining this competitiveness. Without the timely introduction of new products, services and enhancements that comply with changing laws and standards, including through the use of new and emerging technologies (e.g., artificial intelligenceAI and machine learning), we could be at a competitive disadvantage and our offerings will become technologically or commercially obsolete over time, in which case our revenue and operating results would suffer. Furthermore, the expected benefits from the utilization of technological innovations (including AI) may not be realized as soon as expected or at all.
Acquisition and divestiture activities may disrupt our ongoing business and may involve increased expenses, and we may not realize the financial and strategic goals contemplated at the time of a transaction, all of which could adversely affect our business and growth prospects.
Historically, we have engaged in acquisitions to grow our business. To the extent we find suitable and attractive acquisition candidates and business opportunities in the future, we may continue to acquire other complementary businesses, products and technologies and enter into joint ventures or similar strategic relationships. The pursuit of acquisitions may divert the attention of management, disrupt ongoing business, and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. While we believe we will be able to successfully integrate newly acquired businesses into our existing operations, there is no certainty that future acquisitions or alliances will be consummated on acceptable terms or that we will be able to successfully integrate the services, content, products and personnel of any such transaction into our operations. In addition, the pursuit of any future acquisitions, joint ventures or similar relationships may cause a disruption in our ongoing business and distract our management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. An acquisition may later be found to have a material legal or ethical issue that was not disclosed or discovered prior to acquisition. Further, we may be unable to realize the revenue improvements, cost savings and other intended benefits of any such transaction. The occurrence of any of these events could result in decreased revenues, net income and earnings per share.
We have also divested assets in the past and may do so again in the future. As with acquisitions, divestitures involve significant risks and uncertainties, such as disruption of our ongoing business, reductions of our revenues or earnings per share, unanticipated liabilities, legal risks and costs, the potential loss of key personnel, distraction of management from our ongoing business, and impairment of relationships with employees and customers because of migrating a business to new owners.
Because acquisitions and divestitures are inherently risky, transactions we undertake may not be successful and may have a material adverse effect on our business, results of operations, financial condition or cash flows.
Additional risks inherent in our non-U.S. business activities generally include, among others, the costs and difficulties of managing international operations, potentially adverse tax consequences, and greater difficulty enforcing intellectual property rights. The various risks that are inherent in doing business in the United States are also generally applicable to doing business outside of the United States, but such risks may be exaggerated by factors normally associated with international operations, such as differences in culture, laws and regulations, especially restrictions on collection, management, aggregation, localizations, and use of information. Failure to effectively manage the risks facing our non-U.S. business activities could materially adversely affect our operating results. Also, our business is subjectvulnerable to weak international economic conditions, geopolitical developments, such as existing and potential trade wars, and other events outside of our control that could result in a reduced volume of business by our customers and prospective customers, and the demand for, and use of, our products and services may decline. For example, the military conflicts in Europe and the Middle East could result in regional instability and adversely impact financial markets as well as economic conditions, and any economic and political uncertainty caused by the U.S. tariffs imposed on goods from various countries, and any corresponding tariffs from those countries in response, could negatively impact financial markets and economic conditions. In addition, when operating in foreign jurisdictions, we must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local laws prohibiting corrupt payments to government officials, as well as anti-competition regulations and data protection laws and regulations, such as the U.S. Department of Justice's Data Security Program. Violations of these laws and regulations could result in fines and penalties, criminal sanctions, and restrictions on our business conduct and on our ability to offer our products and services in one or more countries. Such violations could also adversely affect our reputation with existing and prospective customers, which could negatively impact our operating results and growth prospects.
In addition, when operating in foreign jurisdictions, we must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local laws prohibiting corrupt payments to government officials, as well as anti-competition regulations and data protection laws and regulations. Violations of these laws and regulations could result in fines and penalties, criminal sanctions, and restrictions on our business conduct and on our ability to offer our products and services in one or more countries. Such violations could also adversely affect our reputation with existing and prospective customers, which could negatively impact our operating results and growth prospects.
Cookies may be deleted or blocked by Internet users who do not want information to be collected about them. The most commonly used Internet browsers—Chrome, Firefox, Internet Explorer and Safari—allow Internet users to modify their browser settings to prevent cookies from being accepted by their browsers. In January 2020, Google announced that at some point in theJanuary following2020 24 monthsthat the Chrome browser would blockbegin blocking third-party cookies,cookies within 24 months and in April 2021, Google began releasing software updates to its Chrome browser with features intended to phase out third-party cookies. In May 2023, Google stated that it would deprecate third-party cookies by mid-2024 and in January 2024 started by deprecating third-party cookies for 1% of users globally. In April 2024, Google announced that the deprecation of third-party cookies will not be completed in 2024. In July 2024, Google announced that, instead of deprecating third-party cookies, it will introduce “a new experience in Chrome that lets people make an informed choice that applies across their web browsing,” however,However, in April 2025, Google announced that after further consideration it will not be rolling out a new standalone prompt for third-party cookies in Chrome and third-party cookies will remain with the current opt-out functionality. While Google has determined not to deprecate cookies or roll out a new standalone prompt for third-party cookies in Chrome at this time, it is possible that Google's ongoing efforts in this area may have a substantial impact on the ability to collect and use data from Internet users. Mobile devices allow users to opt out of the use of mobile device IDs for targeted advertising. Additionally, the Safari browser currently blocks some third-party cookies by default and has recently added controls that algorithmically block or limit some cookies. Other browsers have added similar controls. In addition, Internet users can delete cookies from their computers at any time. Some Internet users also download free or paid ad blocking software that not only prevents third-party cookies from being stored on a user’s computer, but also blocks all interaction with a third-party ad server. Google has introduced ad blocking software in its Chrome web browser that will block certain ads based on quality standards established under a multi-stakeholder coalition. Additionally, the DAA, NAI, their international counterparts, and our company have certain opt-out mechanisms for users to opt out of the collection of their information via cookies. If more Internet users adopt these settings or delete their cookies more frequently than they currently do, or restrictions are imposed by advertisers and publishers, there are changes in technology or new developments in laws, regulations or industry standards around cookies, our business could be harmed.
As the collection and use of data for digital advertising has received ongoing media attention over the past several years, some government regulators, such as the FTC, and privacy advocates have raised significant concerns around observed data. There has been an array of 'do-not-track' efforts, suggestions and technologies introduced to address these concerns, and state statutes are beginning to incorporate the obligation to honor them. However, the potential regulatory and self-regulatory landscape is inherently uncertain, and there is not yet a consensus definition of tracking, nor agreement on what would be covered by 'do-not-track' functionality. There is activity by the major Internet browsers to default set on 'do-not-track' functionality, including by Safari and Firefox. In addition, state laws such as the California Opt Me Out Act, make it a requirement for browsers to support new opt out signals. It is not clear how many other Internet browsers will follow. Substantial increases in the rate and number of people opting out of various data collection processes could have a negative impact on our business and the ecosystems in which we operate.
In addition, in the EU, Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing information on an Internet user’s computer,device, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. AThe replacementEU forregulatory framework governing cookies and similar technologies continues to evolve. While the Cookieexisting ePrivacy Directive to(as complementimplemented and bring electronic communication services in line with the GDPR and force a harmonized approach acrossby EU member states) isoperates currently with the EU Council for a trilogue to decide its final effective date. Likealongside the GDPR, regulators have taken increasingly strict positions on consent requirements and enforcement. In addition, the European Commission's Digital Omnibus package, proposed ePrivacyin RegulationNovember has2025, extra-territorialincludes application as it appliesamendments to businessesthe establishedePrivacy outsideDirective that could, if adopted, introduce a centralized browser-based consent framework and further restrict the EUuse whoof providecookies publiclyand availablesimilar electronictracking communicationstechnologies. servicesOngoing to,policy ordevelopments gatherand dataregulatory from the devices of, users in the EU. Though still subject to debate, the proposed ePrivacy Regulationinterpretations may further limit the lawful bases available tofor process digitalprocessing data collected through cookies and requiresimilar "opt-in" consent. The finestechnologies and penaltiesincrease forcompliance breachburdens ofand thepotential proposed ePrivacy Regulation may be significant.penalties. Limitations on the use or effectiveness of cookies, or other limitations on our, or our customers’, ability to collect and use data for advertising, whether imposed by EU member state implementations of the Cookie Directive, by the new ePrivacy Regulation,Directive or otherwise, may impact the performance of our platform. We may be required to, or otherwise may determine that it is advisable to, make significant changes in our business operations and product and services to obtain user opt-in for cookies and use of cookie data, or develop or obtain additional tools and technologies to compensate for a lack of cookie data. We may not be able to make the necessary changes in our business operations and products and services to obtain user opt-in for cookies and use of cookie data, or develop, implement or acquire additional tools that compensate for a lack of cookie data. Moreover, even if we are able to do so, such additional products and tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies.
The regulatory framework for data privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future. For example, in the United States, in August 2022 the FTC released an advance notice of proposed rulemaking concerning commercial surveillance and data security and sought comment on whether it should implement new trade regulation rules or other regulatory alternatives concerning the ways in which companies (1) collect, aggregate, protect, use, analyze, and retain consumer data, as well as (2) transfer, share, sell, or otherwise monetize that data in ways that are unfair or deceptive. In addition, a potential federal data privacy law remains the subject of active discussion, and, in April 2024, a bipartisan pair of lawmakers unveiled a draft bill that would substantially impact the online advertising ecosystem if passed. The occurrence of unanticipated events often rapidly drives the adoption of legislation or regulation affecting the use, collection or other processing of data and manners in which we conduct our business. Restrictions could be placed upon the collection, management, aggregation and use of information, which could result in a material increase in the cost of collecting or otherwise obtaining certain kinds of data and could limit the ways in which we may use or disclose information.
Management's Discussion & Analysis (MD&A)
Removed heading “Business Combinations”
Largest changes
“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. …”see in full comparison
“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 ("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. …”see in full comparison
“G&A expenses were $132.6 million for the twelve months ended March 31, 2026, an increase of $6.1 million, or 4.8%, compared to the same period a year ago, and are 16.3% of total revenues compared to 17.0% in the prior year. …”see in full comparison
Gains, losses and other items, net wassee in full comparison$8.0$5.0 million for the twelve months ended March 31,2025,2026, a decrease of$3.7$3.0 million compared to the same period a year ago. The current year relates primarily to employee termination benefits for employees whose positions were eliminated ($4.8 million) and adjustments to previous lease restructuring reserves ($0.2 million). The prior year costs are primarily related to termination benefits for employees whose positions wereoreliminatedwill be eliminated. The prior year costs primarily included $4.2($7.9 millionrelated to termination benefits for employees whose positions were eliminated, $2.9 million related to the impairment of APAC goodwill, $2.8 million of third-party merger costs associated with the Habu acquisition, and $1.8 million in lease impairments and restructuring.).
“We apply the provisions of ASC 805, Business Combinations, in accounting for acquisitions. ASC 805 requires us to determine if assets or a business was acquired. If a business was acquired, it requires us to recognize separately from goodwill the fair value of the assets acquired and the liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. …”see in full comparison
“The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process pursuant to ASC 740, Income Taxes. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. …”see in full comparison
Full comparison: every changed paragraph (86)
LiveRamp Holdings, Inc. ("LiveRamp", "we", "us", or the "Company") is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp’s data collaboration network seamlessly unites data across advertisers, ad tech platforms, publishers, data providers, and commerce media networks — unlocking deepinsights insights,that deliveringdeliver transformational consumer experiences, and drivingdrive measurable growth.business outcomes. As consumers embrace AI-powered experiences, the LiveRamp data collaboration network expands the breadth and accuracy of the data on which marketing AI capabilities operate. Our platform is engineered for AI agent accessibility, facilitating autonomous data collaboration between the specialized AI agents utilized by our customers and partners and our networked platform. Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while accelerating innovation.business Trusted by many of the world’s leading brands, retailers, financial services providers, and healthcare innovators, LiveRamp is helping shape the future of responsible data collaboration in an AI-driven, outcomes-focused world where advertisers reach intended audiences and consumers receive more relevant advertising messages.growth.
LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our common stock is listed on the New York Stock Exchange under the symbol “RAMP.” We serve a global customer base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct customer list includes many of the world’s best-known and most innovative brands across most major industry verticals, including but not limited to financial, insurance and investment services, information service,systems, direct marketing, retail, automotive, telecommunications, technology, consumer packaged goods, media, healthcare, travel and hospitality, entertainment and non-profit. Through our expansive partner ecosystem weWe serve thousands of additional companies,companies through our expansive partner ecosystem, unlocking access to unique customer moments and creating powerful network effects.
The Company provides a data collaboration platform, essentially acting as a data collaboration hub where businesses can securely share and manage first-party consumer data with trusted partners while prioritizing data privacy and ethics. The Company has one primary business activity, its data collaboration platform, as described in the business description section of Note 1, "Organization and Summary of Significant Accounting Policies." The Company generates revenue from subscription fees from clients accessing our platformplatform, andrevenue-sharing fees generated from data transactions through our LiveRamp Data Marketplace, transactional usage-based fees from arrangements with certain publishers and addressable TV providers, and professional services fees. The platform is used by customers globally in a similar manner across geographies, channels and verticals.
F-2
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer (“CEO”),Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Under ASC 280 Segment Reporting, operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by our CODM. Our CODM uses net income (loss), among other measures, for budgeting and resource allocation purposes on a consolidated basis. Consolidated net income (loss) on the consolidated statements of operations is the measure of financial profit and loss most closely aligned with generallyGenerally acceptedAccepted accountingAccounting principlesPrinciples ("GAAP") that is used by the CODM to assess performance against the Company’s annual financial plans as well as to allocate resources, such as decisions regarding headcount goals, significant F-2 contracts, internal investments and other items. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.
As depicted in the graphic below, we power the industry’sa leading enterprise platform for data collaboration. We enable organizations to access and leverage data more effectively across the applications they use to interact with their customers. At the core of our platform is an omnichannel, deterministic identity resolution technology that offers unparalleled accuracy, breadth, and depth. Leveraging deep expertise in data collaboration, the /LiveRamp Data Collaboration Platform enables an organization to unify customer and prospect data (first-, second-, or third-party) to build a single view of the customer in a way that protects consumer privacy. First-party data is data collected firsthand through a company's controlled channels. Second-party data is data that a company shares directly with a trusted business partner. Third-party data is data collected and sold by a company through an online data marketplace to companies with which it does not have a direct relationship. This single customer view can then be connected across any of the 500 partners in our ecosystem in order to support a variety of people-based marketing solutions. Our platform is configured to be interoperable with the AI models, applications and agents that our customers and partners are deploying to derive marketing outcomes more effectively and efficiently.
•Live/Identity. We provide enterprise identity infrastructure that resolves disparate consumer identities across different internal and external systems to create an accurate, connected view of the customer. Our approach to identity is built from two complementary graphs, combining offline data and online data and providing accuracy with a focus on privacy. LiveRampLiveRamp's technology for directly identifiable information (or "DII") gives brands and platforms the ability to connect and update what they know about consumers, resolving DII across enterprise databases and systems to deliver better customer experiences. Our digital identity graph, powered by our Authenticated Traffic Solution (or "ATS"), associates pseudonymous device IDs, TV IDs and other online customer IDs from premium publishers, platforms or data providers, around a RampIDTM, a durable and privacy-centric connector to the digital ecosystem. This provides marketers with a consistent view of the consumer that is necessary for audience segmentation, targeting, and measurement.
•Live/Access. Our Data Marketplace provides customers with simplified access to industry-leading third-party data providers globally. The /LiveRamp Data Collaboration Platform allows for the search, discoverydiscovery, and distribution of data provided by third-party data providers to improve targeting, measurement, and customer intelligence. Data accessed through the LiveRamp Data Marketplace is connected via RampID and is utilized to enrich our customers’ first-party data and then can be leveraged across technology and media platforms, agencies, analytics environments, and TV partners. Our platform also provides tools for data providers to manage the organization, distribution, and operation of their data and services across our network of customers and partners. Today we work with more than 225 data providers across all verticals and data types.
•Live/Insights. Data CollaborationCollaboration, using clean room technologytechnology, enables advanced measurement and analytics that helps produce insight-driven innovation. We enable data collaboration between organizations and their trusted partners in a neutral, manageable environment. Our platform provides customers with collaborative opportunities to safely and securely build a more accurate, dynamic view of their customers by leveraging partner data. We power more accurate, more complete measurement with the measurement vendors and partners our customers use. Our platform allows customers to combine disparate data files, typically advertising exposure and customer sales transactions, securely by replacing customer identifiers with RampID. Customers then can use that aggregated view of each customer to measure reach and frequency, sales lift, closed loop offline-to-online conversion and cross-channel attribution.
•Data Sellers. Leveraging our vast network of integrations, we allow data sellers to easily connect to the digital ecosystem and monetize their own data. Data can be distributed to customers or made available through the LiveRamp Data Marketplace feature.Marketplace. This adds value for brands as it allows them to augment their understanding of consumers and increase their understanding of customers and prospects.
As we have scaled the LiveRamp network and technology, we have found additional ways to leverage our platform, deliver more value to customers and create incremental revenue streams. Leveraging our common identity system and broad integration network, the LiveRamp Data Marketplace seamlessly connects data sellers’ audience data across the marketing ecosystem. The LiveRamp Data Marketplace enables data sellers to easily monetize their data across hundreds of marketing platforms and publishers. At the same time, it provides a single platform where data buyers, including platforms and publishers, in addition to brands and their agencies, access third-party data from data sellers supporting all industries and encompassing all types of data. Data providers include sources and brands exclusive to LiveRamp, emerging platforms with access to previously unavailable deterministic data, and data partnerships enabled by our platform.
To complement our product offering, we provide professional services and enhanced support entitlements to help customers leverage our platform and drive business outcomes. Our services offering includes product implementation, data science analytics, audience measurement and general advisory. We generate revenue from services primarilyfrom frombundled platform subscriptions and project fees paid by subscribers to our platform. Service projects are sold on an ad hoc basis as well as bundled with platform subscriptions. Professional services revenue is less than 5% of total Company revenue.
•Total operating expenses were $524.3 million, an 11.8% increase from $468.8 million.
•Cost of revenue and operating expenses for the twelve months ended March 31, 2025 and 2024 included the following items:
◦Non-cash stock compensation of $108.0 million and $71.3 million, respectively (cost of revenue of $6.2 million and $3.6 million, respectively, and operating expenses of $101.8 million and $67.8 million, respectively) ◦Purchased intangible asset amortization of $14.4 million and $8.8 million, respectively (cost of revenue) ◦Transformation costs in 2024 of $1.9 million (general and administrative) ◦Restructuring and other charges of $8.0 million and $11.7 million, respectively (operating expenses)
•Total otheroperating income,expenses netwere was $17.4$491.4 million, a 6.3% decrease of $5.5 million from $23.0$524.3 million.
•Cost of revenue and operating expenses for the twelve months ended March 31, 2026 and 2025 included the following items:
◦Non-cash stock compensation of $83.0 million and $108.0 million, respectively (cost of revenue of $4.9 million and $6.2 million, respectively, and operating expenses of $78.1 million and $101.8 million, respectively) ◦Purchased intangible asset amortization of $11.0 million and $14.4 million, respectively (cost of revenue) ◦Restructuring and other charges of $5.0 million and $8.0 million, respectively (operating expenses)
•Total other income, net was $14.6 million, a decrease of $2.8 million from $17.4 million.
•Income tax benefit was $46.7 million compared to income tax expense of $25.3 million. The year-over-year changes were primarily due to changes in valuation allowance resulting in a tax benefit of $53.8 million in fiscal 2026 and a tax expense of $13.2 million in fiscal 2025.
•Net earnings were $146.0 million, or $2.24 per diluted share, compared to net loss of $0.8 million, or $(0.01) per diluted share.
•Net loss was $0.8 million, or $(0.01) per diluted share, compared to net earnings of $11.9 million, or $0.17 per diluted share.
On AugustFebruary 14,12, 2024,2026, the Company's board of directors approved an amendment to the existing common stock repurchase program, which was initially adopted in 2011. The amendment authorized an additional $200.0 million in share repurchases, increasing the total amount authorized for repurchase under the common stock repurchase program to $1.3$1.5 billion. In addition, it extended the common stock repurchase program duration through December 31, 2026.2027.
Pending Merger
On May 16, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MMS USA Holdings, Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Publicis (defined below), F-6 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.
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; (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.
On March 6, 2025, the Company announced a workforce restructuring involving approximately 65 full-time employees, representing approximately 5% of the Company’s full-time employees. The restructuring is part of a broader strategic reprioritization to build a stronger, more profitable company by tightening our focus and simplifying and driving efficiency into our business processes. During the fourth quarter of our fiscal year ended March 31, 2025, we incurred $7.2 million of restructuring and related charges primarily related to employee severance and benefits.
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 ("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; and (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 of the United States recommending he act to suspend or prohibit the Merger or the President of the United States 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.
F-8
We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”), and we consider the various staff accounting bulletins and other applicable guidance issued by the United States Securities and Exchange Commission (“SEC”). GAAP, as set forth within the ASC, requires management to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Note 1 to the accompanying consolidated financial statements includes a summary of significant accounting policies used in the preparation of LiveRamp’s consolidated financial statements. Of those policies, we have identified the following as the most critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they may require management to make judgments and estimates about inherently uncertain matters:
•Business Combinations
Revenues are recognized when or as control of the promised services is transferred to customers. Subscription revenue is generally recognized ratably over the subscription period beginning on the date the services are made available to customers. Marketplace and other revenue is typically transactional in nature, tied to a revenue share or volumes purchased. We report revenue from Data Marketplace and other similar transactions on a net basis because our performance obligation is to facilitate a transaction between data providers and data buyers, for which we earn a portion of the gross fee. Consequently, the portion of the gross amount billed to data buyers that is remitted to data providers is not reflected as revenues. We generate revenue from services primarilyfrom frombundled platform subscriptions and project fees paid by subscribers to our platform. Service projects are sold on an ad hoc basis as well as bundled with platform subscriptions.
Income taxes are estimated based on the results of operations and enacted tax laws in the U.S. and other jurisdictions. Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, and for net operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance when, based on an evaluation of all available positive and negative evidence, it is more likely than not that some portion of the related tax benefits will not be realized. This assessment requires significant judgment and considers factors such as cumulative results and forecasts of future taxable income. Unrecognized tax benefits arise from tax positions for which the related tax benefit has not been fully recognized. A tax benefit is recognized if it is more likely than not that a tax position will be sustained upon examination based solely on its technical merits and is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.
The Company makes estimates and judgments in determining the provision for income taxes for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain deferred tax assets and liabilities that arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties related to uncertain tax positions. Significant changes in these estimates may result in an increase or decrease to the tax provision in a subsequent period. The Company assesses the likelihood that it will be able to recover its deferred tax assets. If recovery is not likely, the Company increases the provision for taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process pursuant to ASC 740, Income Taxes. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. If the Company determines that a tax position will more likely than not be sustained on audit, the second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company must determine the probability of various outcomes.
The Company re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity, and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.
Business Combinations
We apply the provisions of ASC 805, Business Combinations, in accounting for acquisitions. ASC 805 requires us to determine if assets or a business was acquired. If a business was acquired, it requires us to recognize separately from goodwill the fair value of the assets acquired and the liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments resulting from new information about facts and circumstances that existed at the acquisition date and falls within the measurement period to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.
F-9
In addition to measures of financial performance presented in our consolidated financial statements, we monitor the key metrics set forth below to help us evaluate revenue growth trends, establish budgets and measure the effectiveness of our sales and marketing efforts. The data below data is presented in millions, except for percentages.
SNR was 107%, primarily reflecting an increase in fixed revenue and a modest increase in variable revenue.
SNR at March 31, 2025 compared to March 31, 2024 increased 1%. The acquisition of Habu contributed approximately two percentage points to the prior year growth. Excluding the Habu impact in the prior year, lower contraction levels and increasing upsell revenue were the primary contributors to the additional improvement.
Our ARR growth of 8% was attributableattributed to both new customer revenue and net growth (upsell revenue less downsell and churn) in existing customer revenue. The acquisition of Habu contributed approximately three percentage points to the prior year growth of 10%. Excluding the impact of the Habu acquisition in the prior year, the growth rate improvement of 1% is due to improved downsell and churn.
While the Company believes RPO and CRPO are leading indicators of revenue as they represent sales activity not yet recognized in revenue, they are not necessarily indicative of future revenue growth as they are influenced by F-10 several factors, including seasonality of contract renewal timing and average contract terms. The Company monitors RPO and CRPO to manage the business and evaluate performance. RPO and CRPO increased due to several large, multi-year renewals. The relative change in both RPO and CRPO growth (in terms of % change) is primarily due to the size and timing of multi-year renewals.
Total revenues were $745.6$812.9 million for the twelve months ended March 31, 2025,2026, ana $85.9$67.4 million, or 13.0%,9.0%, increase compared to the same period a year ago. The increase was due to revenue growth in both Subscription and Marketplace and Other. The Subscription revenue growth was $55.2$45.5 million, or 10.8%,8.0%, primarily due to upsell to existing customers and higher variable revenue. Subscription revenue also included approximately $12.6 million of incremental revenue associated with the fiscal 2024 acquisition of Habu. The Marketplace and Other revenue growth was $30.7$21.9 million, or 21.0%,12.4%, primarily due to Data Marketplace and Services growth. On a geographic basis, U.S. revenue increased $86.1$58.5 million, or 13.9%.8.3%. International revenue decreasedincreased $0.2$8.8 million, or 0.5%.21.6%. The differences in exchange rates in the current year compared to those in the prior year favorably impacted international revenue growth by approximately 4.5 percentage points.
Cost of revenue includes third-party direct costs including identity graph data, other data and cloud-based hosting costs, as well as costs of IT, securitysecurity, product operations and professional services functions. Cost of revenue also includes amortization of acquisition-related intangibles.
Cost of revenue was $215.9$238.1 million for the twelve months ended March 31, 2025,2026, a $36.4$22.2 million, or 20.3%,10.3%, increase from the same period a year ago. Gross profit increased to $529.7$574.8 million (71.0%70.7% gross margin) from $480.2$529.7 million (72.8%71.0% gross margin) in the prior period due to the revenue increase of $85.9$67.4 million and a decrease in purchased intangible asset amortization of $3.4 million (roll-off of amortization from previous acquisitions in the prior year), offset partially by an increase in cloud infrastructure costs (increased $20.9$26.1 million) driven by increased customer usage, services costs (increased $8.5 million) due to increases in headcountusage and contingentplatform workers,migration intangible asset amortization (increased $5.6 million due to the Habu acquisition in the prior year) and stock-based compensation expense (increased $2.6 million).costs. U.S. gross margins decreased to 71.8%70.9% from 74.7%,71.8%, and International gross margins increased to 57.4%67.6% from 44.7%.57.4%.
R&D expenses were $176.7$148.1 million for the twelve months ended March 31, 2025,2026, ana increasedecrease of $25.5$28.5 million, or 16.8%,16.1%, compared to the same period a year ago, and are 23.7%18.2% of total revenues compared to 22.9%23.7% in the prior year. The increasedecrease is primarily due to stock-based compensation expense (increaseddecreased $14.5$16.1 million), and headcount-related expenses (increaseddecreased $8.5 million) and cloud R&D hosting expenses (increased $2.4$9.0 million). Stock-based compensation expense in the prior year was favorably impacted due to the acceleration of stock-based compensation expense in the fourth quarter of fiscal 2023.
S&M expenses were $213.1$205.6 million for the twelve months ended March 31, 2025,2026, ana increasedecrease of $17.4$7.5 million, or 8.9%,3.5%, compared to the same period a year ago, and are 28.6%25.3% of total revenues compared to 29.7%28.6% in the prior year. The increasedecrease is primarily due to stock-based compensation expense (increaseddecreased $8.5$4.6 million), headcount-related expenses (increased $7.1 million),and third-party marketing expenses (increased $2.2 million), and professional servicesevent expenses (increased $1.9 million), offset partially by a decrease in bad debt expense (decreased $1.6$2.5 million). Stock-based compensation expense in the prior year was favorably impacted due to the acceleration of stock-based compensation expense in the fourth quarter of fiscal 2023.
G&A expenses were $132.6 million for the twelve months ended March 31, 2026, an increase of $6.1 million, or 4.8%, compared to the same period a year ago, and are 16.3% of total revenues compared to 17.0% in the prior year. The increase is primarily due to professional services expenses (increased $6.7 million) largely related to litigation costs, including those associated with the class action lawsuit, and fees in support of strategic corporate initiatives, headcount-related expenses (increased $1.9 million, primarily incentive compensation), offset partially by stock-based compensation expense (decreased $3.1 million).
G&A expenses were $126.5 million for the twelve months ended March 31, 2025, an increase of $16.3 million, or 14.8%, compared to the same period a year ago, and are 17.0% of total revenues compared to 16.7% in the prior year period. The increase is primarily due to stock-based compensation expense (increased $11.0 million) and professional services expenses (increased $8.5 million), offset partially by a decrease in transformation costs (decreased $1.9 million). Stock-based compensation expense in the prior year was favorably impacted due to the acceleration of stock-based compensation expense in the fourth quarter of fiscal 2023.
Gains, losses and other items, net was $8.0$5.0 million for the twelve months ended March 31, 2025,2026, a decrease of $3.7$3.0 million compared to the same period a year ago. The current year relates primarily to employee termination benefits for employees whose positions were eliminated ($4.8 million) and adjustments to previous lease restructuring reserves ($0.2 million). The prior year costs are primarily related to termination benefits for employees whose positions were oreliminated will be eliminated. The prior year costs primarily included $4.2($7.9 million related to termination benefits for employees whose positions were eliminated, $2.9 million related to the impairment of APAC goodwill, $2.8 million of third-party merger costs associated with the Habu acquisition, and $1.8 million in lease impairments and restructuring.).
What changed in the latest 10-Q
Risk Factors
The risks described in Part I, Item 1A, “Risk Factors” in the 2026 Annual Report, remain current in all material respects.
The risk factors in the 2026 Annual Report do not identify all risks that we face. Our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. If any of the identified risks or others not specified in our SEC filings materialize, our business, financial condition, or results of operations could be materially adversely affected. In these circumstances, the market price of our common stock could decline.
No wording changes found in this section (only numbers or dates changed in 2 paragraphs).
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Management's Discussion & Analysis (MD&A)
Removed heading “Discontinued Operations”
Largest changes
LiveRamp Holdings, Inc. ("LiveRamp", "we", "us", or the "Company") is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp’s data collaboration network seamlessly unites data across advertisers, ad tech platforms, publishers, data providers, and commerce media networks — unlockingsee in full comparisondeepinsightsinsights,thatdeliveringdeliver transformational consumer experiences, anddrivingdrive measurablegrowth.business outcomes. As consumers embrace AI-powered experiences, the LiveRamp data collaboration network expands the breadth and accuracy of the data on which marketing AI capabilities operate. Our platform is engineered for AI agent accessibility, facilitating autonomous data collaboration between the specialized AI agents utilized by our customers and partners and our networked platform. Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while acceleratinginnovation.businessTrusted by many of the world’s leading brands, retailers, financial services providers, and healthcare innovators, LiveRamp is helping shape the future of responsible data collaboration in an AI-driven, outcomes-focused world where advertisers reach intended audiences and consumers receive more relevant advertising messages.growth.
“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.”see in full comparison
“Under the terms of the Merger Agreement, we have agreed to various covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time. …”see in full comparison
“On May 16, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MMS USA Holdings, Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Publicis (defined below), Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent ("Merger Sub"), and, solely for the purpose of Section 10.14 thereto, Publicis Groupe S.A., a French société anonyme ("Publicis"), pursuant to which, among other things, at the effective time of the merger (the "Effective Time"), Merger Sub will merge with and into the Company (the …”see in full comparison
G&A expenses weresee in full comparison$99.6$35.1 million for theninethree months endedDecemberJune31,30,2025,2026,anaincreasedecrease of$5.3$2.2 million, or5.6%,5.9%, compared to the same period a year ago, and are 16.4% of total revenues compared to16.9%19.2% in the prior year. Theincreasedecrease is primarily due to professional services expenses (increaseddecreased$7.5$3.3 million) largely related to a decrease in litigationcosts, including thosecosts associated with the class actionlawsuit,lawsuit and fees in support of strategic corporate initiatives,headcount-related expenses (increased $0.7 million, primarily incentive compensation),offset partially by stock-based compensation expense (decreasedincreased$3.4$0.5 million).
Full comparison: every changed paragraph (67)
LiveRamp Holdings, Inc. ("LiveRamp", "we", "us", or the "Company") is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp’s data collaboration network seamlessly unites data across advertisers, ad tech platforms, publishers, data providers, and commerce media networks — unlocking deepinsights insights,that deliveringdeliver transformational consumer experiences, and drivingdrive measurable growth.business outcomes. As consumers embrace AI-powered experiences, the LiveRamp data collaboration network expands the breadth and accuracy of the data on which marketing AI capabilities operate. Our platform is engineered for AI agent accessibility, facilitating autonomous data collaboration between the specialized AI agents utilized by our customers and partners and our networked platform. Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while accelerating innovation.business Trusted by many of the world’s leading brands, retailers, financial services providers, and healthcare innovators, LiveRamp is helping shape the future of responsible data collaboration in an AI-driven, outcomes-focused world where advertisers reach intended audiences and consumers receive more relevant advertising messages.growth.
LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our common stock is listed on the New York Stock Exchange under the symbol “RAMP.” We serve a global customer base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct customer list includes many of the world’s best-known and most innovative brands across most major industry verticals, including but not limited to financial, insurance and investment services, information service,systems, direct marketing, retail, automotive, telecommunications, technology, consumer packaged goods, media, healthcare, travel and hospitality, entertainment and non-profit. Through our expansive partner ecosystem weWe serve thousands of additional companies,companies through our expansive partner ecosystem, unlocking access to unique customer moments and creating powerful network effects.
Pending Merger
On May 16, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MMS USA Holdings, Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Publicis (defined below), Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent ("Merger Sub"), and, solely for the purpose of Section 10.14 thereto, Publicis Groupe S.A., a French société anonyme ("Publicis"), pursuant to which, among other things, at the effective time of the merger (the "Effective Time"), Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned direct subsidiary of Parent.
As set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.10 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than any (i) Company common stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law; (ii) Company common stock owned by the Company, Parent or Merger Sub; and (iii) Company common stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) will be converted into the right to receive $38.50 in cash, without interest. The Merger is expected to close by the end of calendar year 2026, subject to customary closing conditions, including approval by the Company’s stockholders at the August 2026 special stockholders' meeting and the receipt of required regulatory approvals.
For the three months ended June 30, 2026, the Company recorded $6.5 million in acquisition-related charges, consisting of legal and professional services fees, which were recorded within gains, losses and other, net.
If the Merger is consummated, the Company common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
Additional information about the Merger Agreement and the Merger is set forth in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission ("SEC") on July 6, 2026.
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Under ASC 280 Segment Reporting, operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by our CODM. Our CODM uses net income (loss), among other measures, for budgeting and resource allocation purposes on a consolidated basis. Consolidated net income (loss) on the condensed consolidated statements of operations is the measure of financial profit and loss most closely aligned with Generally Accepted Accounting Principles ("GAAP") that is used by the CODM to assess performance against the Company’s annual financial plans as well as to allocate resources, such as decisions regarding headcount goals, significant contracts, internal investments and other items. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.
As depicted in the graphic below, we power the industry’sa leading enterprise platform for data collaboration. We enable organizations to access and leverage data more effectively across the applications they use to interact with their customers. At the core of our platform is an omnichannel, deterministic identity resolution technology that offers unparalleled accuracy, breadth, and depth. Leveraging deep expertise in data collaboration, the /LiveRamp Data Collaboration Platform enables an organization to unify customer and prospect data (first-, second-, or third-party) to build a single view of the customer in a way that protects consumer privacy. First-party data is data collected firsthand through a company's controlled channels. Second-party data is data that a company shares directly with a trusted business partner. Third-party data is data collected and sold by a company through an online data marketplace to companies with which it does not have a direct relationship. This single customer view can then be connected across any of the 500 partners in our ecosystem in order to support a variety of people-based marketing solutions. Our platform is configured to be interoperable with the AI models, applications and agents that our customers and partners are deploying to derive marketing outcomes more effectively and efficiently.
•Live/Access. Our Data Marketplace provides customers with simplified access to industry-leading third-party data providers globally. The /LiveRamp Data Collaboration Platform allows for the search, discoverydiscovery, and distribution of data provided by third-party data providers to improve targeting, measurement, and customer intelligence. Data accessed through the LiveRamp Data Marketplace is connected via RampID and is utilized to enrich our customers’ first-party data and then can be leveraged across technology and media platforms, agencies, analytics environments, and TV partners. Our platform also provides tools for data providers to manage the organization, distribution, and operation of their data and services across our network of customers and partners. Today we work with more than 225 data providers across all verticals and data types.
•Live/Insights. Data CollaborationCollaboration, using clean room technologytechnology, enables advanced measurement and analytics that helps produce insight-driven innovation. We enable data collaboration between organizations and their trusted partners in a neutral, manageable environment. Our platform provides customers with collaborative opportunities to safely and securely build a more accurate, dynamic view of their customers by leveraging partner data. We power more accurate, more complete measurement with the measurement vendors and partners our customers use. Our platform allows customers to combine disparate data files, typically advertising exposure and customer sales transactions, securely by replacing customer identifiers with RampID. Customers then can use that aggregated view of each customer to measure reach and frequency, sales lift, closed loop offline-to-online conversion and cross-channel attribution.
As we have scaled the LiveRamp network and technology, we have found additional ways to leverage our platform, deliver more value to customers and create incremental revenue streams. Leveraging our common identity system and broad integration network, the LiveRamp Data Marketplace seamlessly connects data sellers’ audience data across the marketing ecosystem. The LiveRamp Data Marketplace enables data sellers to easily monetize their data across hundreds of marketing platforms and publishers. At the same time, it provides a single platform where data buyers, including platforms and publishers, in addition to brands and their agencies, access third-party data from data sellers supporting all industries and encompassing all types of data. Data providers include sources and brands exclusive to LiveRamp, emerging platforms with access to previously unavailable deterministic data, and data partnerships enabled by our platform.
To complement our product offering, we provide professional services and enhanced support entitlements to help customers leverage our platform and drive business outcomes. Our services offering includes product implementation, data science analytics, audience measurement and general advisory. We generate revenue from services primarilyfrom frombundled platform subscriptions and project fees paid by subscribers to our platform. Service projects are sold on an ad hoc basis as well as bundled with platform subscriptions. Professional services revenue is less than 5% of total Company revenue.
A financial summary of the three months ended DecemberJune 31,30, 20252026 compared to the three months ended DecemberJune 31,30, 20242025 is presented below:
•Revenues were $212.2$214.0 million, ana 8.6%9.8% increase from $195.4$194.8 million.
•Gross margin was 71.9%70.5%, inan bothincrease periods.from 70.1%.
•Total operating expenses were $113.0$130.8 million, a 10.1%1.2% decreaseincrease from $125.7$129.3 million.
•Cost of revenue and operating expenses for the three months ended DecemberJune 31,30, 20252026 and 20242025 included the following items:
•Net cash provided by operating activities was $67.3$17.0 million compared to $45.1net cash used in operating activities of $15.8 million.
As part of the Company’s multi-year global workforce strategy, we completed the wind down of our arrangement with a third-party service provider in India, onboarded certain roles previously performed by the service provider and opened our new office in in Hyderabad, India. As a result, as of July 1, 2026, headcount increased by approximately 180 employees, bringing total headcount in India to approximately 265 employees as of such date.
This summary and the following discussion and analysis highlight financial results as well as other significant events and transactions of the Company during the three months ended DecemberJune 31,30, 20252026 compared to the three months ended DecemberJune 31,30, 2024,2025, unless otherwise stated. However, this summary is not intended to be a full discussion of the Company's results. This summary should be read in conjunction with the following discussion of Results of Operations and Capital Resources and Liquidity and with the Company's condensed consolidated financial statements and footnotes accompanying this Quarterly Report on Form 10-Q.
SNR was 101% primarily103%, reflecting aan modestincrease in fixed revenue increase partially offset byand a smallmore declinemodest increase in variable revenue. TheSNR acquisitionat ofJune Habu30, contributed approximately one percentage point to the prior period growth. Additionally, growth2026 compared to theJune prior30, year2025 decreased 1% as a result of lower contribution from variable revenue.
Our ARR growth of 7% was primarily attributableattributed to both new customer revenue.revenue The deceleration in ARR growth was primarily attributable to lower contribution fromand net growth (upsell revenue less downsell and churn) in existing customer revenue. This deceleration in net growth was primarily related to the acquisition of Habu which contributed approximately three percentage points to the prior period growth.
While the Company believes RPO and CRPO are leading indicators of revenue as they represent sales activity not yet recognized in revenue, they are not necessarily indicative of future revenue growth as they are influenced by several factors, including seasonality of contract renewal timing and average contract terms. The Company monitors RPO and CRPO to manage the business and evaluate performance. RPO and CRPO increased due to several large, multi-year renewals. The relative change in both RPO and CRPO growth (in terms of % change) is primarily due to the size and timing of multi-year renewals.
Total revenues were $212.2 million for the three months ended December 31, 2025, a $16.8 million, or 8.6%, increase from the same period a year ago. The increase was due to revenue growth in both Subscription and Marketplace and Other. The Subscription revenue growth was $12.8 million, or 8.8%, primarily due to upsell to existing customers and higher variable revenue. The Marketplace and Other revenue growth was $4.0 million, or 8.0%, primarily due to Data Marketplace and Services growth. On a geographic basis, U.S. revenue increased $14.9 million, or 8.1%. International revenue increased $1.9 million, or 18.0%. The differences in exchange rates in the current quarter compared to those in the prior year quarter favorably impacted international revenue growth by approximately 5 percentage points.
Total revenues were $606.8$214.0 million for the ninethree months ended DecemberJune 31,30, 2025,2026, a $50.0$19.2 million, or 9.0%,9.8%, increase compared to the same period a year ago. The increase was due to revenue growth in both Subscription and Marketplace and Other. The Subscription revenue growth was $33.1$12.0 million, or 7.8%,8.1%, primarily due to upsell to existing customers and higher variable revenue. The Marketplace and Other revenue growth was $16.9$7.2 million, or 12.7%,15.4%, primarily due to Data Marketplace and Servicesother transactional growth. On a geographic basis, U.S. revenue increased $46.4$16.7 million, or 8.8%.9.1%. International revenue increased $3.6$2.5 million, or 11.9%.23.2%. The differences in exchange rates in the current year compared to those in the prior year favorably impacted international revenue growth by approximately 42 percentage points.
Cost of revenue was $59.7$63.0 million for the three months ended DecemberJune 31,30, 2025,2026, a $4.7 million, or 8.5%,8.1%, increase from the same period a year ago. Gross profit increased to $152.5$150.9 million (71.9%70.5% gross margin) from $140.4$136.5 million (71.9%70.1% gross margin) in the prior year period due to the revenue increase of $16.8$19.2 million and a decrease in purchased intangible asset amortization of $0.9 million (roll-off of amortization from previous acquisitions in the prior year),million, offset partially by an increase in cloud infrastructure costs (increased $5.8$6.0 million) driven by increased customer usage and platform migration costs. U.S. gross margins decreased to 72.2%70.1% from 72.8%70.6%, whileand International gross margins increased to 67.5%77.5% from 55.5%.60.5%.
Cost of revenue was $177.6 million for the nine months ended December 31, 2025, a $19.6 million, or 12.4%, increase from the same period a year ago. Gross profit increased to $429.3 million (70.7% gross margin) from $398.9 million (71.6% gross margin) in the prior period due to the revenue increase of $50.0 million and a decrease in purchased intangible asset amortization of $3.0 million (roll-off of amortization from previous acquisitions in the prior year), offset partially by an increase in cloud infrastructure costs (increased $21.4 million) driven by increased customer usage and platform migration costs. U.S. gross margins decreased to 71.2% from 72.5%, and International gross margins increased to 63.5% from 56.1%.
R&D expenses were $33.8 million for the three months ended December 31, 2025, a decrease of $8.9 million, or 20.9%, compared to the same period a year ago, and are 15.9% of total revenues compared to 21.9% in the prior year. The decrease is primarily due to stock-based compensation expense (decreased $4.5 million), headcount-related expenses (decreased $3.3 million), cloud R&D hosting expenses (decreased $0.4 million) and professional services expenses (decreased $0.3 million).
R&D expenses were $110.4$37.1 million for the ninethree months ended DecemberJune 31,30, 2025,2026, a decrease of $20.4$2.5 million, or 15.6%,6.2%, compared to the same period a year ago, and are 18.2%17.4% of total revenues compared to 23.5%20.3% in the prior year. The decrease is primarily due to stock-based compensation expense (decreased $10.8 million) and headcount-related expenses (decreased $8.2$2.5 million).
S&M expenses were $48.9 million for the three months ended December 31, 2025, a decrease of $2.0 million, or 3.9%, compared to the same period a year ago, and are 23.0% of total revenues compared to 26.0% in the prior year. The decrease is primarily due to stock-based compensation expense (decreased $2.3 million), lower bad debt expense (decreased $0.5 million), and third-party marketing and event expenses (decreased $0.4 million), offset partially by increases in professional services expenses (increased $0.8 million) and headcount-related expenses (increased $0.6 million).
S&M expenses were $149.5$51.9 million for the ninethree months ended DecemberJune 31,30, 2025,2026, astaying decrease of $6.7 million, or 4.3%,flat compared to the same period a year ago, and are 24.6%24.3% of total revenues compared to 28.0%26.6% in the prior year. TheChanges decreasewithin isS&M expenses compared to the prior year were primarily due to stock-based compensation expense (decreased $5.3 million) andin third-party marketing and event expenses (increased $1.5 million) and headcount-related expenses (increased $1.1 million), and professional services (increased $0.4 million), offset by stock-based compensation expense (decreased $2.0 million) and bad debt expenses (decreased $1.0 million).
G&A expenses were $29.1 million for the three months ended December 31, 2025, a decrease of $2.9 million, or 9.1%, compared to the same period a year ago, and are 13.7% of total revenues compared to 16.4% in the prior year. The decrease is primarily due to headcount-related expenses (decreased $1.2 million) and stock-based compensation expense (decreased $1.5 million).
G&A expenses were $99.6$35.1 million for the ninethree months ended DecemberJune 31,30, 2025,2026, ana increasedecrease of $5.3$2.2 million, or 5.6%,5.9%, compared to the same period a year ago, and are 16.4% of total revenues compared to 16.9%19.2% in the prior year. The increasedecrease is primarily due to professional services expenses (increaseddecreased $7.5$3.3 million) largely related to a decrease in litigation costs, including thosecosts associated with the class action lawsuit,lawsuit and fees in support of strategic corporate initiatives, headcount-related expenses (increased $0.7 million, primarily incentive compensation), offset partially by stock-based compensation expense (decreasedincreased $3.4$0.5 million).
Gains, losses and other items, net was $1.3 million for the three months ended December 31, 2025, an increase of $1.1 million compared to the same period a year ago. The current year costs relate to employee termination benefits and real estate reserve adjustments, and the prior year costs were all related to employee termination benefits.
Gains, losses and other items, net was $1.7$6.6 million for the ninethree months ended DecemberJune 31,30, 2025,2026, an increase of $0.9$6.1 million compared to the same period a year ago. The current year relates primarily to employeeacquisition-related terminationcosts benefitsassociated andwith the Merger. The prior year relates primarily to adjustments to previous lease restructuring reserves while the prior year costs are primarily related to termination benefits for employees whose positions were eliminated.reserves.
Income from operations was $39.5$20.2 million for the three months ended DecemberJune 31,30, 20252026 compared to income from operations of $14.7$7.2 million in the same period a year ago. Operating margin was 18.6%9.4% compared to 7.5%3.7% in the same period a year ago. Margins in the current year were positively impacted by the decreaseincrease in stock-basedgross compensation.profit.
Income from operations was $68.2 million for the nine months ended December 31, 2025 compared to income from operations of $16.9 million in the same period a year ago. Operating margin was 11.2% compared to 3.0% in the same period a year ago. Margins in the current year were positively impacted by the decrease in stock-based compensation.
Total Other Income and Income Taxes
Total other income, net was $3.4$3.1 million for the three months ended DecemberJune 31,30, 20252026 compared to total other income, net of $4.0 million in the same period a year ago. Total other income, net was $10.6 million for the nine months ended December 31, 2025 compared to $12.7$3.7 million in the same period a year ago. The decrease is primarily attributable to lower interest rates in the current year.rates.
Income Taxes
Income tax expense was $3.0$5.7 million on income from continuing operations before income taxes of $42.9$23.3 million for the three months ended DecemberJune 31,30, 2025,2026, resulting in a 7.1%24.7% effective tax rate. This compares to income tax expense of $9.2$3.2 million on income from continuing operations before income taxes of $18.7$10.9 million, or a 49.1%29.1% effective tax rate in the same period a year ago. The current year period benefited from the enactment of new tax laws, as described below. The prior year tax rate reflects the impact of the capitalization of research and development expendituresdecrease in accordance with Internal Revenue Code ("IRC") Section 174, as modified by the Tax Cuts and Jobs Act of 2017, without a corresponding deferred tax benefit. Income tax expense was $3.8 million on income from continuing operations before income taxes of $78.8 million for the nine months ended December 31, 2025, resulting in a 4.8% effective tax rate. This compares to income tax expense of $25.8 million on income from continuing operations before income taxes of $29.6 million, or an 87.3% effective tax rate was primarily driven by changes in the same period a year ago. Income tax expense for all periods reflects the impact of the valuation allowance and unrecognized tax benefits, partially offset by nondeductible stock-based compensation.
On July 4, 2025, H.R. 1, also known as “The One Big Beautiful Bill” Act (the "2025 Tax Act"), was signed into law in the U.S. The 2025 Tax Act includes provisions that allow for the immediate expensing of domestic research and development expenditures, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. Under the 2025 Tax Act's transition rules, IRC Section 174A allows certain unamortized domestic research and development expenditures to be deducted over one or two years, at the taxpayer's election. In accordance with IRC Section 174, foreign research and development expenditures are still required to be capitalized and amortized over 15 years. Due to the valuation allowance, the Company has not recorded a deferred tax benefit for future amortization deductions.
Given the Company's recent history of profitability, it is reasonably possible that within the next 12 months sufficient positive evidence may become available to support a conclusion that a substantial portion of the valuation allowance is no longer needed. The exact timing and amount of the valuation allowance release are subject to significant judgment and continued analysis of the positive and negative evidence. Release of the valuation allowance would result in an income tax benefit for the period the release is recorded.
The 2025 Tax Act has multiple effective dates, with certain changes taking effect during our fiscal year ending March 31, 2026. The estimated impact of provisions taking effect during fiscal 2026 has been reflected in the provision for income taxes for the quarter ended December 31, 2025. The 2025 Tax Act caused a material decrease in the Company’s effective tax rate for the three and nine months ended December 31, 2025. We also expect a material decrease in cash tax payments for fiscal 2026 due to the new law. Given the complexity and various upcoming effective dates of the 2025 Tax Act, as well as uncertainty surrounding state tax conformity, we are still in the process of assessing its impact on our consolidated financial statements. The final impact may differ from our current estimates based on further analysis, regulatory guidance, and any legislative changes.
Discontinued Operations
Earnings from discontinued operations, net of tax, was $1.7 million for the three and nine months ended December 31, 2024. During fiscal 2019, the Company completed the sale of its Acxiom Marketing Solutions ("AMS") business, and the business qualified for treatment as discontinued operations. Significant income taxes were incurred and paid on the gain from the sale of AMS. During fiscal 2025, 2024, and 2023, the Company recovered certain previously paid state income taxes arising from the sale of AMS.
The Company’s cash and cash equivalents are primarily located in the United States. At DecemberJune 31,30, 2025,2026, approximately $24.4$24.1 million of the total cash balance of $395.9$363.5 million, or approximately 6.2%,6.6%, was located outside of the United States.
Trade accounts receivable, net balances were $218.8$216.7 million at DecemberJune 31,30, 2025,2026, an increase of $32.6$3.7 million, compared to $186.2$213.0 million at March 31, 2025.2026. Days sales outstanding ("DSO"), a measurement of the time it takes to collect receivables, was 9592 days at DecemberJune 31,30, 2025,2026, compared to 8993 days at March 31, 2025.2026. DSO can fluctuate due to the timing and nature of contracts that lead to up-front billings related to deferred revenue on services not yet performed, and Data Marketplace contracts, which are billed on a gross basis, recognized as revenue on a net basis, but for which the amount that is due to data sellers is not reflected as an offset to accounts receivable. Compared to March 31, 2025,2026, DSO at DecemberJune 31,30, 20252026 was negativelynot impacted by approximately seven days due to the increased impact of Data Marketplace gross accounts receivable. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected.
Working capital at DecemberJune 31,30, 20252026 totaled $429.3$396.4 million, a $20.6$8.1 million increase when compared to $408.7$388.4 million at March 31, 2025.2026.
Management believes that the Company's existing available cash will be sufficient to meet the Company's working capital and capital expenditure requirements for the short term (the next 12 months) and separately in the long term (beyond the next 12 months). However, in light of the recentuncertainty regarding tariffs and other trade restrictions, risk of recession, the military conflicts in Europe and the Middle East, cost increases, high interest rates, capital markets volatility and general inflationary pressures, our liquidity position may change due to the inability to collect from our customers, inability to raise new capital via issuance of equity or debt, and disruption in completing repayments or disbursements to our creditors. These impacts have caused significant disruptions to the global financial markets, which could increase the cost of capital and adversely impact our ability to raise additional capital, which could negatively affect our liquidity in the future. We have historically taken and may continue to take advantage of opportunities to generate additional liquidity through capital market transactions. The amount, nature, and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature, and timing of our capital requirements; and overall market conditions. If we are unable to raise funds as and when we need them, we may be forced to curtail our operations.
Under the terms of the Merger Agreement, we have agreed to various covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time. We have agreed that we may not take, commit or agree to do certain actions without Parent’s consent, including, but not limited to, entering into material transactions other than in the ordinary course of business, disposing of material assets, making capital expenditures in excess of the amounts specified in the Merger Agreement, issuing additional capital stock or other equity securities, repurchasing capital stock except in satisfaction of tax withholding on vesting of restricted awards or for exercise price of stock options, or incurring indebtedness. We do not believe these restrictions will prevent us from meeting our ongoing operating and working capital needs or capital expenditure requirements.
Net cash provided by operating activities for the ninethree months ended DecemberJune 31,30, 20252026 was $108.9$17.0 million and resulted primarily from operating results adjusted for non-cash items of $151.4$42.0 million offset by unfavorable changes in operating assets and liabilities of $42.6$25.0 million. Net cash used due to changes in operating assets and liabilities was primarily related to an increase in accounts receivable of $33.3 million and a decrease in accounts payable and other liabilities of $12.9$37.3 million.million, Thepartially changeoffset by an increase in accounts receivable is primarily due todeferred revenue growthof $5.7 million and theincome timingtaxes payable of cash$4.5 receipts from customers.million. The change in accounts payable and other liabilities is primarily due to the payment of annual incentive compensation awards for fiscal year 20252026 and the timing of payments to suppliers.
Net cash providedused byin operating activities for the ninethree months ended DecemberJune 31,30, 20242025 was $91.4$15.8 million and resulted primarily from operating results adjusted for non-cash items of $102.3$38.2 million offset by unfavorable changes in operating assets and liabilities of $10.9$54.0 million. Net cash used due toby changes in operating assets and liabilities was primarily related to a decrease in accounts payable and other liabilities of $35.9 million and an increase in accounts receivable of $21.6$34.3 million, partially offset partially by an increase in deferred revenue of $13.9$5.7 million and income taxes payable of $4.5 million. The change in accounts payable and other liabilities is primarily due to the payment of annual incentive compensation awards for fiscal year 2025 and the timing of payments to suppliers. The change in accounts receivable is primarily due to revenue growth and the timing of cash receipts from customers. The change in deferred revenue is primarily due to growth in quarterly and annual upfront billings to customers.
Net cash used in investing activities for the three months ended June 30, 2026 was $0.7 million and consisted of capital expenditures.
Net cash used in investing activities for the ninethree months ended DecemberJune 31,30, 2025 was $4.8$0.9 million and consisted of purchases of strategic investments for $3.3 million, capital expenditures of $1.1 million and net cash paid in acquisitions of $0.6 million related primarily to the Habu escrow release,and offsetcapital partially by proceeds from salesexpenditures of strategic investments of $0.2$0.3 million.
Net cash provided by investing activities for the nine months ended December 31, 2024 was $20.9 million and consisted of the proceeds from the sale of short-term investments of $27.0 million, partially offset by purchases of short-term investments of $2.0 million, net cash paid in acquisitions of $2.0 million, purchases of strategic investments of $1.4 million, and capital expenditures of $0.7 million.
Net cash used in financing activities for the nine months ended December 31, 2025 was $123.3 million and consisted of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan, and related excise tax payments, of $118.9 million (4.3 million shares), and $12.4 million for shares repurchased for tax withholdings upon vesting of stock-based awards. These uses of cash were partially offset by $8.1 million of proceeds from the sale of common stock from our equity compensation plans.
Net cash used in financing activities for the ninethree months ended DecemberJune 31,30, 20242026 was $76.4$32.3 million and consisted of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan, and related excise tax payments, of $75.8$17.6 million (2.80.6 million shares), and $9.3$17.3 million for shares repurchased for tax withholdings upon vesting of stock-based awards. These uses of cash were partially offset by $8.6$2.6 million of proceeds from the sale of common stock from our equity compensation plans.
RAMP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-22 | Sharma Vihan |
Shares withheld for tax | 1,231 | $37.55 | $46.2K |
| 2026-08-22 | Jones Jerry C |
Shares withheld for tax | 903 | $37.58 | $33.9K |
| 2026-08-22 | Jones Jerry C |
Shares withheld for tax | 734 | $37.58 | $27.6K |
| 2026-08-22 | Sharma Vihan |
Shares withheld for tax | 1,815 | $37.58 | $68.2K |
| 2026-08-22 | Sharma Vihan |
Shares withheld for tax | 1,602 | $37.58 | $60.2K |
| 2026-08-22 | Howe Scott E |
Shares withheld for tax | 4,636 | $37.58 | $174.2K |
| 2026-08-22 | Howe Scott E |
Shares withheld for tax | 3,913 | $37.58 | $147.1K |
| 2026-08-22 | Karasick Matthew |
Shares withheld for tax | 1,018 | $37.58 | $38.3K |
| 2026-08-22 | Karasick Matthew |
Shares withheld for tax | 560 | $37.58 | $21.0K |
| 2026-08-22 | Karasick Matthew |
Shares withheld for tax | 763 | $37.58 | $28.7K |
| 2026-08-22 | Dillard Lauren R |
Shares withheld for tax | 3,187 | $37.58 | $119.8K |
| 2026-08-22 | Dillard Lauren R |
Shares withheld for tax | 2,609 | $37.58 | $98.0K |
| 2026-08-22 | Dillard Lauren R |
Shares withheld for tax | 2,869 | $37.58 | $107.8K |
| 2026-08-12 | Tomlin Debora B |
Grant/award | 1,058 | — | — |
| 2026-08-12 | Cadogan Timothy R. |
Grant/award | 1,058 | — | — |
| 2026-08-12 | Kokich Clark M |
Grant/award | 1,323 | — | — |
| 2026-08-12 | Battelle John L. |
Grant/award | 1,257 | — | — |
| 2026-08-12 | Chow Vivian |
Grant/award | 1,058 | — | — |
| 2026-06-22 | Sharma Vihan |
Shares withheld for tax | 1,232 | $37.61 | $46.3K |
| 2026-05-29 | Jones Jerry C |
Shares withheld for tax | 801 | $29.66 | $23.8K |
| 2026-05-22 | Sharma Vihan |
Shares withheld for tax | 7,260 | $37.70 | $273.7K |
| 2026-05-22 | Sharma Vihan |
Shares withheld for tax | 1,602 | $37.70 | $60.4K |
| 2026-05-22 | Sharma Vihan |
Grant/award | 50,273 | — | — |
| 2026-05-22 | Sharma Vihan |
Shares withheld for tax | 2,180 | $37.70 | $82.2K |
| 2026-05-22 | Sharma Vihan |
Shares withheld for tax | 25,137 | $37.70 | $947.7K |
| 2026-05-22 | Sharma Vihan |
Grant/award | 28,405 | — | — |
| 2026-05-22 | Karasick Matthew |
Shares withheld for tax | 1,888 | $37.70 | $71.2K |
| 2026-05-22 | Karasick Matthew |
Shares withheld for tax | 1,387 | $37.70 | $52.3K |
| 2026-05-22 | Karasick Matthew |
Shares withheld for tax | 630 | $37.70 | $23.8K |
| 2026-05-22 | Howe Scott E |
Shares withheld for tax | 85,217 | $37.70 | $3.2M |
| 2026-05-22 | Howe Scott E |
Grant/award | 168,924 | — | — |
| 2026-05-22 | Howe Scott E |
Shares withheld for tax | 3,503 | $37.70 | $132.1K |
| 2026-05-22 | Howe Scott E |
Shares withheld for tax | 3,913 | $37.70 | $147.5K |
| 2026-05-22 | Howe Scott E |
Shares withheld for tax | 18,542 | $37.70 | $699.0K |
| 2026-05-22 | Jones Jerry C |
Shares withheld for tax | 735 | $37.70 | $27.7K |
| 2026-05-22 | Jones Jerry C |
Shares withheld for tax | 3,180 | $37.70 | $119.9K |
| 2026-05-22 | Jones Jerry C |
Grant/award | 36,197 | — | — |
| 2026-05-22 | Jones Jerry C |
Shares withheld for tax | 12,665 | $37.70 | $477.5K |
| 2026-05-22 | Jones Jerry C |
Shares withheld for tax | 813 | $37.70 | $30.7K |
| 2026-05-22 | Dillard Lauren R |
Shares withheld for tax | 12,748 | $37.70 | $480.6K |
| 2026-05-22 | Dillard Lauren R |
Shares withheld for tax | 2,609 | $37.70 | $98.4K |
| 2026-05-22 | Dillard Lauren R |
Shares withheld for tax | 751 | $37.70 | $28.3K |
| 2026-05-22 | Dillard Lauren R |
Grant/award | 65,037 | — | — |
| 2026-05-22 | Dillard Lauren R |
Shares withheld for tax | 9,926 | $37.70 | $374.2K |
| 2026-05-22 | Dillard Lauren R |
Grant/award | 24,130 | — | — |
| 2026-05-22 | Dillard Lauren R |
Shares withheld for tax | 2,869 | $37.70 | $108.2K |
| 2026-05-15 | Sharma Vihan |
Grant/award | 32,467 | — | — |
| 2026-05-15 | Karasick Matthew |
Grant/award | 38,961 | — | — |
| 2026-05-15 | Jones Jerry C |
Grant/award | 20,129 | — | — |
| 2026-05-15 | Howe Scott E |
Grant/award | 88,311 | — | — |
| 2026-05-15 | Dillard Lauren R |
Grant/award | 58,441 | — | — |
| 2026-05-15 | Tomlin Debora B |
Grant/award | 1,039 | — | — |
| 2026-05-15 | Kokich Clark M |
Grant/award | 1,299 | — | — |
| 2026-05-15 | Chow Vivian |
Grant/award | 1,039 | — | — |
| 2026-05-15 | Cadogan Timothy R. |
Grant/award | 1,039 | — | — |
| 2026-05-15 | Battelle John L. |
Grant/award | 1,234 | — | — |
| 2026-05-15 | Argyilan Kristi |
Grant/award | 1,039 | — | — |
Well-known investors holding RAMP (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Baillie Gifford | 2026-06-30 | 911,277 | $24.2M | — | Sold out |
| Millennium Management (Israel Englander) | 2026-06-30 | 400,343 | $15.1M | 0.01% | Added 2836% |
| Renaissance Technologies | 2026-06-30 | 323,399 | $12.2M | 0.02% | Reduced 38% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 49,709 | $1.9M | 0.0% | Reduced 27% |
| D. E. Shaw & Co. | 2026-06-30 | 37,571 | $1.4M | 0.0% | Reduced 53% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 36,439 | $1.4M | 0.0% | Reduced 90% |
| Bridgewater Associates | 2026-06-30 | 36,484 | $967.6K | — | Sold out |
| Two Sigma Investments | 2026-06-30 | 21,679 | $816.0K | 0.0% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 14,000 | $527.0K | 0.0% | Reduced 92% |