LiveRamp Holdings, Inc.

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

These condensed consolidated financial statements have been prepared by LiveRamp Holdings, Inc. ("LiveRamp", "we", "us" or the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company's management, all adjustments necessary for a fair presentation of the results for the periods included have been made, and the disclosures are adequate to make the information presented not misleading. All such adjustments are of a normal recurring nature. Certain note information has been omitted because it has not changed significantly from that reflected in Notes 1 through 18 of the Notes to Consolidated Financial Statements filed as part of Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (“2026 Annual Report”), as filed with the SEC on May 21, 2026. This Quarterly Report on Form 10-Q and the accompanying condensed consolidated financial statements should be read in connection with the 2026 Annual Report. The financial information contained in this Quarterly Report on Form 10-Q is not necessarily indicative of the results to be expected for any other period or for the full fiscal year ending March 31, 2027.

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Actual results could differ from those estimates. Certain of the accounting policies used in the preparation of these condensed consolidated financial statements are complex and require management to make judgments and/or significant estimates regarding amounts reported or disclosed in these financial statements. Additionally, the application of certain of these accounting policies is governed by complex accounting principles and their interpretation. A discussion of the Company’s significant accounting principles and their application is included in Note 1 of the Notes to Consolidated Financial Statements and in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the 2026 Annual Report.

Pending Merger

On May 16, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MMS USA Holdings, Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Publicis (defined below), Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent ("Merger Sub"), and, solely for the purpose of Section 10.14 thereto, Publicis Groupe S.A., a French société anonyme ("Publicis"), pursuant to which, among other things, at the effective time of the merger (the "Effective Time"), Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned direct subsidiary of Parent.

As set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.10 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than any (i) Company common stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law; (ii) Company common stock owned by the Company, Parent or Merger Sub; and (iii) Company common stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) will be converted into the right to receive $38.50 in cash, without interest (the "Merger Consideration"). The Merger is expected to close by the end of calendar year 2026, subject to customary closing conditions, including approval by the Company’s stockholders at the August 2026 special stockholders' meeting and the receipt of required regulatory approvals.

For the three months ended June 30, 2026, the Company recorded $6.5 million in acquisition-related charges, consisting of legal and professional services fees, which were recorded within gains, losses and other, net.

If the Merger is consummated, the Company common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.

2. EARNINGS PER SHARE AND STOCKHOLDERS’ EQUITY:

Earnings Per Share

A reconciliation of the numerator and denominator of basic and diluted earnings per share is shown below (in thousands, except per share amounts):

Stockholders’ Equity

On February 12, 2026, the Company's board of directors approved an amendment to the existing common stock repurchase program, which was initially adopted in 2011. The amendment authorized an additional $200.0 million in share repurchases, increasing the total amount authorized for repurchase under the common stock repurchase program to $1.5 billion. In addition, it extended the common stock repurchase program duration through December 31, 2027.

During the three months ended June 30, 2026, the Company repurchased 0.6 million shares of its common stock for $17.6 million under the common stock repurchase program. Through June 30, 2026, the Company had repurchased a total of 49.2 million shares of its common stock for $1.3 billion under the program, leaving remaining capacity of $244.2 million. In accordance with the Merger Agreement, the Company has paused repurchases under its stock repurchase program through the completion of the Merger.

Accumulated foreign currency translation adjustments accounted for the $5.6 million accumulated other comprehensive income balance at both June 30, 2026 and March 31, 2026.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS:

Disaggregation of Revenue

In the following table, revenue is disaggregated by primary geographical market and major service offerings (dollars in thousands):

Transaction Price Allocated to the Remaining Performance Obligations

We have performance obligations associated with fixed commitments in customer contracts for future services that have not yet been recognized in our condensed consolidated financial statements. The amount of fixed revenue not yet recognized was $684.9 million as of June 30, 2026, of which $482.2 million will be recognized over the next twelve months. The Company expects to recognize revenue on substantially all of these remaining performance obligations by December 31, 2032.

4. LEASES:

Right-of-use assets and lease liabilities balances consist of the following (dollars in thousands):

The Company leases its office facilities under non-cancellable operating leases that expire at various dates through fiscal 2031. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance and other property operating services. These costs are calculated based on a variety of factors including property values, tax and utility rates, property service fees, and other factors.

The components of lease cost, net for the three months ended June 30, 2026 and 2025, respectively, were as follows (dollars in thousands):

The following table presents future minimum payments under all operating leases and subleases (including operating leases with a duration of one year or less) as of June 30, 2026. The amount for fiscal 2027 represents the remaining nine months ending March 31, 2027. All other periods represent fiscal years ending March 31 (dollars in thousands):

5. STOCK-BASED COMPENSATION:

Stock-based Compensation Plans

The Company has stock option and equity compensation plans for which a total of 54.0 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At June 30, 2026, there were a total of 5.9 million shares available for future grants under the plans.

During the quarter ended June 30, 2026, the board of directors voted to amend the Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") to increase the number of shares available under the 2005 Plan by 2.5 million shares. The amendment is subject to stockholder approval at the August 2026 special stockholders' meeting, held in lieu of an annual stockholders' meeting. The amendment, if approved, would increase the 2005 Plan shares from 51.4 million shares at March 31, 2026 to 53.9 million shares beginning in the quarter ending September 30, 2026 and increase the total number of shares reserved for issuance since inception of all plans from 54.0 million shares at March 31, 2026 to 56.5 million shares beginning in the quarter ending September 30, 2026.

Stock-based Compensation Expense

The Company's stock-based compensation activity for the three months ended June 30, 2026 and 2025, by award type, was (dollars in thousands):

The effect of stock-based compensation expense on operations, by financial statement line item, was (dollars in thousands):

The following table provides the expected future expense for all of the Company's outstanding equity awards at June 30, 2026, by award type. The amount for fiscal 2027 represents the remaining nine months ending March 31, 2027. All other periods represent fiscal years ending March 31 (dollars in thousands):

Stock Options Activity

Stock options activity for the three months ended June 30, 2026 was:

The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had they exercised their options on June 30, 2026. This amount changes based upon changes in the fair market value of the Company's common stock.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding stock option will be converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the exercise price of such stock option multiplied by (ii) the number of shares of Company common stock subject to such stock option. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur prior to the 24-month anniversary of the Effective Time in accordance with the Merger Agreement.

A summary of stock options outstanding and exercisable as of June 30, 2026 was:

Habu Restricted Stock Awards

Habu restricted stock share activity for the three months ended June 30, 2026 was:

Restricted Stock Unit Activity

Time-vesting restricted stock units ("RSUs") -

During the three months ended June 30, 2026, the Company granted time-vesting RSUs covering 1,306,908 shares of common stock and having a fair value at the date of grant of $49.4 million. The RSUs granted in the current year will vest over three years. At the May 15, 2026 grant date, the Company was in possession of material non-public information regarding the Merger announced on May 17, 2026 (see further detail in Note 1). In accordance with the fair value measurement objective of ASC Topic 718 and SEC Staff Accounting Bulletin No. 120, the Company concluded that the closing market price of its common stock on the grant date ($29.66 per share) did not reflect this material non-public information and was therefore not a representative estimate for the underlying share price for valuation purposes. Consequently, to incorporate the impact of the material non-public information, the fair value of these awards was determined using the closing market price on May 18, 2026 ($37.77 per share), the first trading day following the Merger announcement.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding RSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such RSU and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.

RSU activity for the three months ended June 30, 2026 was:

The total fair value of RSUs vested during the three months ended June 30, 2026 was $28.9 million and is measured as the quoted market price of the Company's common stock on the vesting date times the number of shares vested.

Performance-based restricted stock units ("PSUs")

Fiscal 2027 plan:

During the three months ended June 30, 2026, the Company granted PSUs covering 345,123 shares of common stock having a fair value at the date of grant of $15.3 million. The grants were made undertwo separate performance plans.

Under the total shareholder return ("TSR") performance plan, units covering 103,536 shares of common stock were granted having a fair value at the date of grant of $6.2 million, determined using a Monte Carlo simulation model. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2026 to March 31, 2029. These awards were granted on May 15, 2026. At the May 15, 2026 grant date, the Company was in possession of material non-public information regarding the Merger announced on May 17, 2026 (see further detail in Note 1). In accordance with the fair value measurement objective of ASC Topic 718 and SEC Staff Accounting Bulletin No. 120, the Company concluded that the closing market price of its common stock on the grant date ($29.66 per share) did not reflect this material non-public information and was therefore not a representative input for valuation purposes. Consequently, to incorporate the impact of the material non-public information, the Company used the closing market price on May 18, 2026 ($37.77 per share), the first trading day following the Merger announcement, as the stock price input in the Monte Carlo simulation model.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2027 TSR PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.

Under the operating metrics performance plan, units covering 241,587 shares of common stock were granted having a fair value at the date of grant of $9.1 million. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2027, 2028, and 2029. At the May 15, 2026 grant date, the Company was in possession of material non-public information regarding the Merger announced on May 17, 2026 (see further detail in Note 1). In accordance with the fair value measurement objective of ASC Topic 718 and SEC Staff Accounting Bulletin No. 120, the Company concluded that the closing market price of its common stock on the grant date ($29.66 per share) did not reflect this material non-public information and was therefore not a representative estimate for the underlying share price for valuation purposes. Consequently, to incorporate the impact of the material non-public information, the fair value of these awards was determined using the closing market price on May 18, 2026 ($37.77 per share), the first trading day following the Merger announcement.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2027 operating metrics PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.

Fiscal 2026 plan:

Units under the Company's fiscal 2026 TSR performance plan, net of forfeitures, covering 143,025 shares of common stock will reach maturity of their relevant performance period at March 31, 2028. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2025 to March 31, 2028.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2026 TSR PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the greater of the target level and the actual level of performance through the Effective Time and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.

Units under the Company's fiscal 2026 operating metrics performance plan, net of forfeitures, covering 333,730 shares of common stock will reach maturity of their relevant performance period at March 31, 2028. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2026, 2027, and 2028.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2026 operating metrics PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at 139% of the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.

Units under the Company's fiscal 2026 international operating metrics performance plan, net of forfeitures, covering 6,491 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. The units are subject to vesting or forfeiture,100% or 0%, respectively, based on the attainment of a performance target at the end of the performance period that is based on international operating income metrics for fiscal 2027.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2026 international operating metrics PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.

Fiscal 2025 plan:

Units under the Company's fiscal 2025 TSR performance plan, net of forfeitures, covering 102,194 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2024 to March 31, 2027.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2025 TSR PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the greater of the target level and the actual level of performance through the Effective Time and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.

Units under the Company's fiscal 2025 operating metrics performance plan, net of forfeitures, covering 238,462 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2025, 2026, and 2027.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2025 operating metrics PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at 128% of the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.

Units under the Company's fiscal 2025 international operating metrics performance plan, net of forfeitures, covering 23,772 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. The units are subject to vesting or forfeiture,100% or 0%, respectively, based on the attainment of a performance target at the end of the performance period that is based on international operating income metrics for fiscal 2027.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2025 international operating metrics PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU at the target level of performance and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time, except that performance-based vesting conditions will cease to apply. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.

Fiscal 2024 plan:

Units under the Company's fiscal 2024 TSR performance plan covering 158,486 shares of common stock were subject to a performance period that ended on March 31, 2026. Final performance attainment was approximately 94%, resulting in 149,115 earned shares, while the remaining 9,371 units were canceled. During the quarter ended June 30, 2026, following approval by the talent and compensation committee,117,507 shares were released. The remaining 31,608 earned units remain subject to continued time-based service vesting conditions as of June 30, 2026, and are expected to be released in the quarter ending December 31, 2026, subject to continuous employment through the vesting date.

Units under the Company's fiscal 2024 operating metrics performance plan covering 369,807 shares of common stock were subject to a performance period that ended on March 31, 2026. Final performance attainment was approximately 97%, or 358,708 shares, while the remaining 11,099 units were canceled. During the quarter ended June 30, 2026, following approval by the talent and compensation committee,282,673 shares were released. The remaining 76,035 earned units remain subject to continued time-based service vesting conditions as of June 30, 2026, and are expected to be released in the quarter ending December 31, 2026, subject to continuous employment through the vesting date.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding fiscal 2024 PSU will be converted into a restricted cash award in an amount equal to the product of (i) the number of shares of Company common stock subject to such PSU and (ii) the Merger Consideration. Each restricted cash award will remain subject to the same terms and conditions applicable prior to the Effective Time. The awards will vest in full upon certain qualifying terminations of employment occurring prior to the 24-month anniversary of the Effective Time, in accordance with the Merger Agreement.

PSU activity for the three months ended June 30, 2026 was:

The total fair value of PSUs vested in the three months ended June 30, 2026 was $16.3 million and is measured as the quoted market price of the Company’s common stock on the vesting date times the number of shares vested.

Other Stock Compensation Activity

Board of Directors stock compensation

Under the Company's equity compensation plans, non-employee directors may receive a portion of their fees for director services provided in the form of Company stock grants. The Company issued stock grants to non-employee directors covering 6,689 and 10,522 shares of Company stock for the portion of director compensation paid in shares during the three months ended June 30, 2026, and 2025, respectively.

Acquisition-related Consideration Holdback

Through June 30, 2026 and since consummation of the acquisition, the Company has recognized a total of $13.0 million as stock-based compensation expense related to the Habu consideration holdback. At June 30, 2026, the recognized, but unpaid, balance related to the Habu consideration holdback in other accrued expenses in the condensed consolidated balance sheet was $1.1 million. The third and final annual settlement of $2.8 million is expected to occur in the fourth quarter of fiscal 2027.

Qualified Employee Stock Purchase Plan ("ESPP")

During the three months ended June 30, 2026,97,927 shares of common stock were purchased under the ESPP at a weighted-average price of $24.37 per share, resulting in cash proceeds of $2.4 million over the relevant offering periods.

Stock-based compensation expense associated with the ESPP was $0.2 million for the three months ended June 30, 2026. Under the terms of the Merger Agreement, the Company is restricted from issuing additional capital stock or other equity securities, including issuances related to the sale of stock under the Company's ESPP. As a result, participation in the Company's ESPP has been suspended until the closing of the Merger or termination of the Merger Agreement.

6. OTHER CURRENT AND NONCURRENT ASSETS:

Other current assets consist of the following (dollars in thousands):

Other noncurrent assets consist of the following (dollars in thousands):

7. PROPERTY AND EQUIPMENT:

Property and equipment is summarized as follows (dollars in thousands):

Depreciation expense on property and equipment was $0.6 million for each of the three months ended June 30, 2026 and 2025.

8. GOODWILL:

Changes in goodwill for the three months ended June 30, 2026 were as follows (dollars in thousands):

Goodwill by geography as of June 30, 2026 was:

9. INTANGIBLE ASSETS:

The amounts allocated to intangible assets from acquisitions include developed technology, customer relationships, and trade names. Intangible assets are summarized as follows (dollars in thousands):

Total amortization expense related to intangible assets was $2.8 million for each of the three months ended June 30, 2026 and 2025.

The following table presents the estimated future amortization expenses related to intangible assets. The amount for fiscal 2027 represents the remaining nine months ending March 31, 2027 (dollars in thousands).

10. OTHER ACCRUED EXPENSES:

Other accrued expenses consist of the following (dollars in thousands):

11. OTHER LIABILITIES:

Other liabilities consist of the following (dollars in thousands):

12. ALLOWANCE FOR CREDIT LOSSES:

Trade accounts receivable are presented net of allowances for credit losses, returns and credits based on the probability of future collections. The probability of future collections is based on specific considerations of historical loss patterns and an assessment of the continuation of such patterns based on past collection trends and known or anticipated future economic events that may impair collectability. Accounts receivable that are determined to be uncollectible are charged against the allowance for doubtful accounts. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor.

The following table summarizes the Company's activity of allowance for credit losses, returns and credits (dollars in thousands):

13. RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES:

Restructuring activities result in various costs, including asset write-offs, ROU asset group impairments, exit charges including severance, contract termination fees, and decommissioning and other costs.

A reconciliation of the beginning and ending restructuring liabilities is shown below for the three months ended June 30, 2026. The restructuring charges and adjustments are included in gains, losses and other items, net in the condensed consolidated statements of operations. The reserve balances are included in accrued payroll and related expenses and other liabilities in the condensed consolidated balance sheets (dollars in thousands).

Employee-related Restructuring Plans

During the three months ended June 30, 2026, the Company recorded a total of $0.1 million in employee-related restructuring charges and adjustments. The expense reflects $0.1 million of adjustments to the fiscal 2026 employee-related restructuring plans in the United States and Europe.

During the twelve months ended March 31, 2026, the Company recorded a total of $4.8 million in employee-related restructuring charges and adjustments. The expense included $4.6 million of severance charges in the United States and Europe and $0.1 million of adjustments to the fiscal 2025 employee-related restructuring plans in the United States and Europe. Of the fiscal 2026 employee-related restructuring plans, $0.3 million remained accrued as of June 30, 2026 and is expected to be paid during fiscal 2027.

During the twelve months ended March 31, 2025, the Company recorded a total of $7.9 million in employee-related restructuring charges and adjustments. The expense included $7.7 million of severance and other employee-related charges in the United States, Europe, and APAC, and $0.2 million in adjustments to the fiscal 2021 and fiscal 2024 employee-related restructuring plans for employees in the United States and APAC. Of the fiscal 2025 employee-related restructuring plans, $0.1 million remained accrued as of June 30, 2026 and is expected to be paid during fiscal 2027.

Lease-related Impairments and Restructuring Plans

During the twelve months ended March 31, 2023, the Company initiated a restructuring plan to lower its operating expenses by reducing its global real estate footprint. As part of this plan, we exited a total ofeight leased office spaces. Of those, five were located in the United States: one in Boston, one in Philadelphia, one in Phoenix, andtwo floors of leased office space in San Francisco. Thethree remaining spaces were located in Europe: one in the Netherlands, one floor of leased office space in London, England, andone floor of leased office space in Paris, France. During the twelve months ended March 31, 2025, we transitioned our London office from a sublease to a lease directly with the landlord and exited our offices in Singapore and Tokyo.

Based on a comparison of undiscounted cash flows to the ROU asset group of each exited lease, the Company determined that each of the ROU asset groups was impaired, driven largely by the difference between the existing lease terms and rates on the Company’s leases and the expected sublease terms and rates available in the market. This resulted in combined impairment charges totaling $26.5 million during the twelve months ended March 31, 2024 and March 31, 2023, reflecting the excess of the ROU asset group book value over its fair value, which was determined based on estimates of future discounted cash flows and is classified as Level 3 in the fair value hierarchy. The lease impairment charges included impairments of the operating lease ROU assets of $22.2 million, and the associated furniture, equipment, and leasehold improvements of $4.3 million. Additionally, the Company recorded $2.0 million in combined lease-related restructuring charges and adjustments during fiscal years 2023 through 2026 that covered other obligations related to the leased office spaces in San Francisco and Phoenix. As of June 30, 2026, $0.6 million remains accrued and will be satisfied over the remainder of the San Francisco lease terms, which continue through April 2029.

Acquisition Plans

For the three months ended June 30, 2026, the Company recorded a total of $6.5 million in charges related to the Merger Agreement.

Gains, Losses and Other Items, Net

The following table summarizes the activity included in gains, losses and other items, net in the condensed consolidated statements of operations for each of the periods presented (dollars in thousands):

14. COMMITMENTS AND CONTINGENCIES:

Legal Matters

On January 24, 2025, a purported class action styled Riganian et al v. LiveRamp Holdings, Inc. and LiveRamp, Inc. (Case No. 4:25-cv-824-JST) was filed in the United States District Court for the Northern District of California against the Company and LiveRamp, Inc., alleging claims based on the California Constitution, the common law protections against intrusion upon seclusion, the California Invasion of Privacy Act, the Federal Wiretap Act and unjust enrichment. The lawsuit seeks certification of classes of California and national consumers, unspecified monetary damages, costs and attorneys’ fees and other relief (including injunctive and declaratory relief). Discovery has begun, and it is anticipated that class certification issues will be determined in early 2027. The Company intends to defend this matter vigorously, and, because it is still in its preliminary stages, we have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations.

The Company is involved in various other claims and legal proceedings that arise in the ordinary course of business. Management routinely assesses the likelihood of adverse judgments or outcomes to these matters, as well as ranges of probable losses, to the extent losses are reasonably estimable. The Company records accruals for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonably estimable. These accruals are reflected in the Company's condensed consolidated financial statements and are adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertinent to a particular matter. In management’s opinion, the Company has made appropriate and adequate accruals for these matters, and management believes the probability of a material loss beyond the amounts accrued to be remote. However, the ultimate liability for these matters is uncertain, and if accruals are not adequate, an adverse outcome could have a material effect on the Company’s condensed consolidated financial condition or results of operations. The Company maintains insurance coverage above certain limits.

Commitments

The following table presents the Company’s purchase commitments at June 30, 2026. Purchase commitments primarily include contractual commitments for the purchase of data, hosting services, software-as-a-service arrangements and leasehold improvements. The table does not include the future payment of liabilities related to uncertain tax positions of $38.4 million as the Company is not able to predict the periods in which the payments will be made. The amount for fiscal 2027 represents the remaining nine months ending March 31, 2027. All other periods represent the full fiscal years ending March 31 (dollars in thousands):

While the Company does not have any other material contractual commitments for capital expenditures, certain levels of investments in facilities and computer equipment continue to be necessary to support the growth of the business.

15. INCOME TAX:

Income tax expense for interim periods is determined using an estimated annual effective tax rate applied to year-to-date income, adjusted for discrete items recognized in the period. The effective tax rates for the three months ended June 30, 2026, and June 30, 2025, were 24.7% and 29.1%, respectively. The decrease was primarily due to changes in valuation allowance and unrecognized tax benefits, partially offset by nondeductible stock-based compensation.

In the fourth quarter of fiscal 2026, a federal and state valuation allowance release was recorded based on all available evidence, including sustained profitability in recent years, improved expectations of future taxable income, and the absence of significant negative evidence.

16. SEGMENT AND GEOGRAPHIC INFORMATION:

The Company has one primary business activity, its data collaboration platform. The Company generates revenue from subscription fees from clients accessing our platform and from transactional usage-based fees from arrangements with certain publishers and addressable TV providers, and professional services fees. The platform is used by customers globally in a similar manner across geographies, channels and verticals.

The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Our CODM uses net income (loss), among other measures, for budgeting and resource allocation purposes on a consolidated basis. There are no differences in segmentation, the nature of significant expenses, the measure of segment assets or the basis of measurement of segment profit and loss, which is consolidated net income, as compared to the disclosures in the 2026 Annual Report.

LiveRamp’s CODM regularly reviews significant segment expenses by the nature of the cost: cost of revenue, research and development, sales and marketing, general and administrative, and gains, losses and other items, net. This is consistent with the Company’s presentation on its condensed consolidated statements of operations. Other significant segment expenses within income from operations include depreciation and amortization expenses and stock compensation expenses that are presented in more detail in the condensed consolidated statements of cash flows and in Note 5, "Stock-Based Compensation", as well as employee-related expenses, excluding stock compensation expenses, which is detailed below (dollars in thousands).

Other significant segment expenses within net earnings include other income (expense) (primarily interest income and expense), and income tax expense that is presented in more detail in the condensed consolidated statements of operations.

Since the Company operates asone operating segment, financial segment information, including significant segment expenses, profit or loss and asset information, can be found in the condensed consolidated financial statements except for interest expense and interest income. Interest expense and interest income are included in total other income, net on the condensed consolidated statements of operations, which is detailed below (dollars in thousands).

Geographic Information

The Company attributes revenue to each geographic region based on the location of the Company’s operations. The following table shows financial information by geographic area (dollars in thousands):

Long-lived assets excluding financial instruments (dollars in thousands):

17. FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS:

The Company measures certain financial assets at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The following table details the fair value measurements within the fair value hierarchy of the Company's financial assets and liabilities at June 30, 2026 and March 31, 2026 that are measured at fair value on a recurring basis (dollars in thousands):

For certain financial instruments, including accounts receivable and accounts payable, the carrying amounts approximate their fair value due to the relatively short maturity of these balances.

The Company held $6.2 million and $6.2 million of strategic investments without readily determinable fair values at June 30, 2026 and March 31, 2026, respectively (see Note 6). Strategic investments consist of non-controlling equity investments in privately held companies. These investments are accounted for under the cost method of accounting and are included in other assets on the condensed consolidated balance sheets. The Company recorded $0.1 million in strategic investment impairment charges that is recorded in other expense in the condensed consolidated statement of operations during the three months ended June 30, 2025. There wereno impairment charges during the three months ended June 30, 2026.

Introduction and Overview

LiveRamp Holdings, Inc. ("LiveRamp", "we", "us", or the "Company") is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp’s data collaboration network seamlessly unites data across advertisers, ad tech platforms, publishers, data providers, and commerce media networks — unlocking insights that deliver transformational consumer experiences, and drive measurable business outcomes. As consumers embrace AI-powered experiences, the LiveRamp data collaboration network expands the breadth and accuracy of the data on which marketing AI capabilities operate. Our platform is engineered for AI agent accessibility, facilitating autonomous data collaboration between the specialized AI agents utilized by our customers and partners and our networked platform. Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while accelerating business growth.

LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our common stock is listed on the New York Stock Exchange under the symbol “RAMP.” We serve a global customer base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct customer list includes many of the world’s best-known and most innovative brands across most major industry verticals, including but not limited to financial, insurance and investment services, information systems, direct marketing, retail, automotive, telecommunications, technology, consumer packaged goods, media, healthcare, travel and hospitality, entertainment and non-profit. We serve thousands of additional companies through our expansive partner ecosystem, unlocking access to unique customer moments and creating powerful network effects.

Pending Merger

On May 16, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MMS USA Holdings, Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Publicis (defined below), Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent ("Merger Sub"), and, solely for the purpose of Section 10.14 thereto, Publicis Groupe S.A., a French société anonyme ("Publicis"), pursuant to which, among other things, at the effective time of the merger (the "Effective Time"), Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned direct subsidiary of Parent.

As set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.10 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than any (i) Company common stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law; (ii) Company common stock owned by the Company, Parent or Merger Sub; and (iii) Company common stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) will be converted into the right to receive $38.50 in cash, without interest. The Merger is expected to close by the end of calendar year 2026, subject to customary closing conditions, including approval by the Company’s stockholders at the August 2026 special stockholders' meeting and the receipt of required regulatory approvals.

For the three months ended June 30, 2026, the Company recorded $6.5 million in acquisition-related charges, consisting of legal and professional services fees, which were recorded within gains, losses and other, net.

If the Merger is consummated, the Company common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.

Additional information about the Merger Agreement and the Merger is set forth in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission ("SEC") on July 6, 2026.

Operating Segment

The Company provides a data collaboration platform, essentially acting as a hub where businesses can securely share and manage first-party consumer data with trusted partners while prioritizing data privacy and ethics. The Company has one primary business activity, its data collaboration platform, as described in the business description section of Note 1, "Organization and Summary of Significant Accounting Policies." The Company generates revenue from subscription fees from clients accessing our platform, revenue-sharing fees generated from data transactions through our LiveRamp Data Marketplace, transactional usage-based fees from arrangements with certain publishers and addressable TV providers, and professional services fees. The platform is used by customers globally in a similar manner across geographies, channels and verticals.

The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Under ASC 280 Segment Reporting, operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by our CODM. Our CODM uses net income (loss), among other measures, for budgeting and resource allocation purposes on a consolidated basis. Consolidated net income (loss) on the condensed consolidated statements of operations is the measure of financial profit and loss most closely aligned with Generally Accepted Accounting Principles ("GAAP") that is used by the CODM to assess performance against the Company’s annual financial plans as well as to allocate resources, such as decisions regarding headcount goals, significant contracts, internal investments and other items. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.

Sources of Revenues

LiveRamp recognizes revenue from the following sources: (i) Subscription revenue, which consists primarily of subscription fees from customers accessing our platform; and (ii) Marketplace and Other revenue, which primarily consists of revenue-sharing fees generated from data transactions through our LiveRamp Data Marketplace, transactional usage-based revenue from arrangements with certain publishers and addressable TV providers, and professional services fees.

/LiveRamp Data Collaboration Platform

As depicted in the graphic below, we power a leading enterprise platform for data collaboration. We enable organizations to access and leverage data more effectively across the applications they use to interact with their customers. At the core of our platform is an omnichannel, deterministic identity resolution technology that offers unparalleled accuracy, breadth, and depth. Leveraging deep expertise in data collaboration, the /LiveRamp Data Collaboration Platform enables an organization to unify customer and prospect data (first-, second-, or third-party) to build a single view of the customer in a way that protects consumer privacy. First-party data is data collected firsthand through a company's controlled channels. Second-party data is data that a company shares directly with a trusted business partner. Third-party data is data collected and sold by a company through an online data marketplace to companies with which it does not have a direct relationship. This single customer view can then be connected across any of the 500 partners in our ecosystem in order to support a variety of people-based marketing solutions. Our platform is configured to be interoperable with the AI models, applications and agents that our customers and partners are deploying to derive marketing outcomes more effectively and efficiently.

The /LiveRamp Data Collaboration Platform provides customers with four core capabilities:

•Live/Identity. We provide enterprise identity infrastructure that resolves disparate consumer identities across different internal and external systems to create an accurate, connected view of the customer. Our approach to identity is built from two complementary graphs, combining offline data and online data and providing accuracy with a focus on privacy. LiveRamp's technology for directly identifiable information (or "DII") gives brands and platforms the ability to connect and update what they know about consumers, resolving DII across enterprise databases and systems to deliver better customer experiences. Our digital identity graph, powered by our Authenticated Traffic Solution (or "ATS"), associates pseudonymous device IDs, TV IDs and other online customer IDs from premium publishers, platforms or data providers, around a RampIDTM, a durable and privacy-centric connector to the digital ecosystem. This provides marketers with a consistent view of the consumer that is necessary for audience segmentation, targeting, and measurement.

•Live/Access. Our Data Marketplace provides customers with simplified access to industry-leading third-party data providers globally. The /LiveRamp Data Collaboration Platform allows for the search, discovery, and distribution of data provided by third-party data providers to improve targeting, measurement, and customer intelligence. Data accessed through the LiveRamp Data Marketplace is connected via RampID and is utilized to enrich our customers’ first-party data and then can be leveraged across technology and media platforms, agencies, analytics environments, and TV partners. Our platform also provides tools for data providers to manage the organization, distribution, and operation of their data and services across our network of customers and partners. Today we work with more than 225 data providers across all verticals and data types.

•Live/Connectivity. We enable organizations to leverage their customer and prospect data in the digital and TV ecosystems and across the customer experience applications they use through a safe and secure data matching process called data onboarding. Our technology ingests a customer’s first-party data, removes all DII, and replaces it with a pseudonymized RampID. RampID can then be distributed through direct integrations to the top platforms our customers work with, including leading marketing cloud providers, publishers and social networks, personalization tools, and connected TV services. We connect data across an ecosystem of more than 500 partners, representing one of the largest networks of connections in the digital marketplace.

•Live/Insights. Data Collaboration, using clean room technology, enables advanced measurement and analytics that helps produce insight-driven innovation. We enable data collaboration between organizations and their trusted partners in a neutral, manageable environment. Our platform provides customers with collaborative opportunities to securely build a more accurate, dynamic view of their customers by leveraging partner data. We power more accurate, more complete measurement with the measurement vendors and partners our customers use. Our platform allows customers to combine disparate data files, typically advertising exposure and customer sales transactions, securely by replacing customer identifiers with RampID. Customers then can use that aggregated view of each customer to measure reach and frequency, sales lift, closed loop offline-to-online conversion and cross-channel attribution.

Subscription

We primarily charge for our platform services on an annual basis. Our subscription pricing is based primarily on data volume, which is a function of data input records and connection points.

Our solutions are sold to enterprise marketers and the companies they partner with to execute their marketing, including agencies, marketing technology providers, publishers and data providers. Today, we work with 845 direct customers worldwide and serve thousands of additional customers indirectly through our reseller partnership arrangements.

•Brands and Agencies. We work with over 500 of the largest brands and agencies in the world, helping them execute people-based marketing by creating an omni-channel understanding of the consumer, activating that understanding across their choice of digital marketing platforms and measuring the results to help optimize future marketing campaigns.

•Advertising and Marketing Technology Providers. We provide advertising and marketing technology providers with the identity foundation required to offer people-based targeting, measurement and personalization within their platforms. This adds value for brands by increasing reach, as well as the speed at which they can activate their marketing data.

•Publishers. We enable publishers of any size to offer people-based marketing on their properties. This adds value for brands by providing direct access to their customers and prospects in the publisher's premium inventory.

•Data Sellers. Leveraging our vast network of integrations, we allow data sellers to easily connect to the digital ecosystem and monetize their own data. Data can be distributed to customers or made available through the LiveRamp Data Marketplace. This adds value for brands as it allows them to augment their understanding of consumers and increase their understanding of customers and prospects.

Marketplace and Other

Leveraging our common identity system and broad integration network, the LiveRamp Data Marketplace seamlessly connects data sellers’ audience data across the marketing ecosystem. The LiveRamp Data Marketplace enables data sellers to easily monetize their data across hundreds of marketing platforms and publishers. At the same time, it provides a single platform where data buyers, including platforms and publishers, in addition to brands and their agencies, access third-party data from data sellers supporting all industries and encompassing all types of data. Data providers include sources and brands exclusive to LiveRamp, emerging platforms with access to previously unavailable deterministic data, and data partnerships enabled by our platform.

We generate revenue from the Data Marketplace primarily through revenue-sharing arrangements with data sellers that are monetizing their data assets via our marketplace platform service. We also generate Marketplace and Other revenue through transactional usage-based arrangements with certain publishers and addressable TV providers. Data Marketplace revenue is recognized net of the share of revenue earned by the data seller.

To complement our product offering, we provide professional services and enhanced support entitlements to help customers leverage our platform and drive business outcomes. Our services offering includes product implementation, data science analytics, audience measurement and general advisory. We generate revenue from services from bundled platform subscriptions and project fees paid by subscribers to our platform. Professional services revenue is less than 5% of total Company revenue.

Summary Results and Notable Events

A financial summary of the three months ended June 30, 2026 compared to the three months ended June 30, 2025 is presented below:

•Revenues were $214.0 million, a 9.8% increase from $194.8 million.

•Cost of revenue was $63.0 million, an 8.1% increase from $58.3 million.

•Gross margin was 70.5%, an increase from 70.1%.

•Total operating expenses were $130.8 million, a 1.2% increase from $129.3 million.

•Cost of revenue and operating expenses for the three months ended June 30, 2026 and 2025 included the following items:

◦Non-cash stock compensation of $20.9 million and $25.4 million, respectively (cost of revenue of $1.1 million and $1.5 million, respectively, and operating expenses of $19.8 million and $23.9 million, respectively)

◦Purchased intangible asset amortization of $2.8 million and $2.8 million, respectively (cost of revenue)

◦Restructuring and other charges of $6.6 million and $0.4 million, respectively (operating expenses)

•Total other income, net was $3.1 million, a decrease of $0.6 million from $3.7 million.

•Net earnings were $17.5 million, or $0.28 per diluted share, compared to net earnings of $7.7 million, or $0.12 per diluted share.

•Net cash provided by operating activities was $17.0 million compared to net cash used in operating activities of $15.8 million.

•The Company repurchased 0.6 million shares of its common stock for $17.6 million compared to 1.1 million shares for $29.9 million under the Company's common stock repurchase program.

As part of the Company’s multi-year global workforce strategy, we completed the wind down of our arrangement with a third-party service provider in India, onboarded certain roles previously performed by the service provider and opened our new office in in Hyderabad, India. As a result, as of July 1, 2026, headcount increased by approximately 180 employees, bringing total headcount in India to approximately 265 employees as of such date.

This summary and the following discussion and analysis highlight financial results as well as other significant events and transactions of the Company during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, unless otherwise stated. However, this summary is not intended to be a full discussion of the Company's results. This summary should be read in conjunction with the following discussion of Results of Operations and Capital Resources and Liquidity and with the Company's condensed consolidated financial statements and footnotes accompanying this Quarterly Report on Form 10-Q.

Key Performance Metrics

In addition to measures of financial performance presented in our condensed consolidated financial statements, we monitor the key metrics set forth below to help us evaluate revenue growth trends, establish budgets and measure the effectiveness of our sales and marketing efforts. The data below is presented in millions, except for percentages.

Subscription Net Retention

Subscription net retention (“SNR”) is defined as the current quarter subscription revenue (net) from customers who have been on our platform for one year or more, divided by the prior year quarter subscription revenue (net), inclusive of upsell, churn (lost contract), downsell (contract reduction), and variable revenue changes. SNR excludes revenue from new customers that have not been on our platform for one year or more. We believe our SNR is an important metric that provides insight into the long-term value of our subscription agreements and our ability to retain and grow revenue from our subscription customer base. SNR rate is an operational metric, and there is no comparable GAAP financial measure to which we can reconcile this particular key metric.

SNR was 103%, reflecting an increase in fixed revenue and a more modest increase in variable revenue. SNR at June 30, 2026 compared to June 30, 2025 decreased 1% as a result of lower contribution from variable revenue.

Annualized Recurring Revenue

Annualized Recurring Revenue (“ARR”) is defined as the last month of quarter fixed subscription revenue annualized and does not include any variable or non-recurring revenue amounts. We believe ARR provides important information about our future revenue potential, our ability to acquire new customers, and our ability to maintain and expand our relationship with existing customers. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates. ARR should be viewed independently of revenue and deferred revenue, as ARR is an operating metric and is not intended to be combined with or replace these items. Our use of ARR has limitations as an analytical tool, and investors should not consider it in isolation. Other companies in our industry may calculate ARR differently, which reduces its usefulness as a comparative measure.

Our ARR growth of 7% was attributed to both new customer revenue and net growth (upsell revenue less downsell and churn) in existing customer revenue.

Remaining Performance Obligations and Current Remaining Performance Obligations

Remaining performance obligations (“RPO”) is defined as all future revenue under contract that has not yet been recognized as revenue. Future invoicing is determined to be certain when we have an executed non-cancellable contract or a significant penalty that is due upon cancellation, and invoicing is not dependent on a future event such as the delivery of a specific new product or feature, or the achievement of contractual contingencies. Current RPO ("CRPO") represents RPO to be recognized over the next twelve months.

While the Company believes RPO and CRPO are leading indicators of revenue as they represent sales activity not yet recognized in revenue, they are not necessarily indicative of future revenue growth as they are influenced by several factors, including seasonality of contract renewal timing and average contract terms. The Company monitors RPO and CRPO to manage the business and evaluate performance. The relative change in both RPO and CRPO growth (in terms of % change) is primarily due to the size and timing of multi-year renewals.