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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):   November 5, 2025
LiveRamp Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-38669 83-1269307
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
225 Bush Street, Seventeenth Floor
San Francisco, CA
(Address of Principal Executive Offices)
94104
(Zip Code)
(888) 987-6764
(Registrant's Telephone Number, Including Area Code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $.10 Par Value RAMP New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.






Section 2—Financial Information

Item 2.02    Results of Operations and Financial Condition

On November 5, 2025, LiveRamp Holdings, Inc. (the “Company”) issued a press release announcing the results of its financial performance for its second quarter ended September 30, 2025. The Company will hold a conference call at 1:30 PM PDT today to further discuss this information. Interested parties are invited to listen to the webcast, which will be broadcast via the Internet at www.liveramp.com. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

The information contained in this Item 2.02, including the exhibit attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Section 9—Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits
 
(d)    Exhibits
Exhibit Number Description
99.1
104 Cover Page Interactive Data file (formatted as Inline XBRL)





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 5, 2025


LiveRamp Holdings, Inc.
By: /s/ Jerry C. Jones
Name: Jerry C. Jones
Title:
EVP, Chief Ethics and Legal Officer and Secretary



EX-99.1 2 a2026q2pressrelease.htm EX-99.1 EARNINGS RELEASE Document

LIVERAMP ANNOUNCES RESULTS FOR SECOND QUARTER FY26
Revenue up 8% year-over-year
ARR increased by $14 million quarter-over-quarter to $516 million
Share Repurchases totaled $80 million fiscal YTD

SAN FRANCISCO, Calif., November 5, 2025—LiveRamp® (NYSE: RAMP), a leading data collaboration platform, today announced its financial results for the quarter ended September 30, 2025.

Q2 Financial Highlights
Unless otherwise indicated, all comparisons are to the prior year period.

•Total revenue was $200 million, up 8%.

•Subscription revenue was $150 million, up 5%.

•Marketplace & Other revenue was $50 million, up 18%.

•GAAP gross profit was $140 million, up 4%. GAAP gross margin of 70% compressed by 2 percentage points. Non-GAAP gross profit was $144 million, up 4%. Non-GAAP gross margin of 72% compressed by 3 percentage points.

•GAAP income from operations was $21 million compared to $7 million. GAAP operating margin of 11% expanded by 7 percentage points. Non-GAAP operating income was $45 million, up 10%. Non-GAAP operating margin of 22% was unchanged.

•GAAP and non-GAAP diluted earnings per share was $0.42 and $0.55, respectively.

•Net cash provided by operating activities was $57 million compared to $56 million.

•Second quarter share repurchases totaled 1.8 million shares for $50 million. Fiscal year to date share repurchases through September 30, 2025 totaled 2.9 million shares for $80 million.

A reconciliation between GAAP and non-GAAP results is provided in the schedules in this press release.


Commenting on the results, CEO Scott Howe said: "Second quarter revenue and operating income exceeded our guidance. ARR, a leading indicator of our subscription revenue, posted the largest like-for-like increase sequentially in the last seven quarters. We are seeing strong demand for our Data Collaboration Network across a variety of use cases, including retail and commerce media networks, cross-media measurement, and now AI-powered advertising and agentic orchestration. This gives us confidence in our forward growth." The following table summarizes the Company’s financial results for the quarters ended September 30, 2025 and September 30, 2024 ($ in millions, except per share amounts):

P 1


GAAP and Non-GAAP Results


GAAP Non-GAAP
Q2 FY26 Q2 FY25 Q2 FY26 Q2 FY25
Subscription revenue $ 150  $ 143  -- --
YoY change % % 14  % -- --
Marketplace & Other revenue $ 50  $ 42  -- --
YoY change % 18  % 23  % -- --
Total revenue $ 200  $ 185  -- --
YoY change % % 16  % -- --
Gross profit $ 140  $ 134  $ 144  $ 139 
% Gross margin 70  % 72  % 72  % 75  %
YoY change, pts (2) pts (2) pts (3) pts — pts
Operating income $ 21  $ $ 45  $ 41 
% Operating margin 11  % % 22  % 22  %
YoY change, pts 7 pts (1) pt — pts 2 pts
Net earnings $ 27  $ $ 36  $ 34 
Diluted earnings per share $ 0.42  $ 0.03  $ 0.55  $ 0.51 
Shares to calculate diluted EPS 65.8  67.3  65.8  67.3 
YoY change % (2) % (1) % (2) % (1) %
Operating cash flow $ 57  $ 56 
Free cash flow $ 57  $ 55 
Totals and year-over-year changes may not reconcile due to rounding.

A detailed discussion of our non-GAAP financial measures and a reconciliation between GAAP and non-GAAP results is provided in the schedules to this press release.



P 2


Additional Business Highlights & Metrics

•We announced three new AI tools for our data collaboration platform (additional information):

•First, we are one of the first platforms to give autonomous AI agents the ability to collaborate with governed access to identity, segmentation, activation, and measurement solutions, so marketers can plan smarter campaigns and optimize investments.

•Second, we introduced an AI-powered segmentation solution that enables marketers to instantly create precise, multi-source (first-party, second-party, or third-party) audience segments using natural language prompts. Marketers can now explore, build, and activate segments in a matter of minutes.

•Third, we introduced AI-powered search in our Data Marketplace, making the discovery of third-party audience segments seamless and dramatically accelerating marketers’ time-to-value.

•We announced an expansion of our first-party data activation capabilities on Netflix to ten new geographic markets, in addition to the United States: Canada, Mexico, Brazil, United Kingdom, Germany, France, Spain, Italy, Japan, and Australia (additional information).

•We announced that retail media networks (RMNs) can now unlock new attribution insights from their Meta advertising campaigns through the LiveRamp Clean Room. By connecting Meta ad exposures with first-party sales data, RMNs and their partners can see how off-property advertising on Meta drives sales, orders, and return on ad spend (ROAS). These insights help RMNs better demonstrate value to suppliers (additional information).

•We were recognized as a Leader in Data Collaboration in Snowflake’s 2026 Modern Marketing Stack Report, demonstrating our commitment to providing the most advanced and intuitive data collaboration solutions for marketers on Snowflake (additional information).

•LiveRamp ended the quarter with 132 customers whose annualized subscription revenue exceeds $1 million, compared to 125 in the prior year period.

•LiveRamp ended the quarter with 834 direct subscription customers, compared to 885 in the prior year period.

•Subscription net retention was 102% and platform net retention was 105%.

•Annualized recurring revenue (ARR), which is the last month of the quarter fixed subscription revenue annualized, was $516 million, up 7% compared to the prior year period.

•Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $430 million, up 15% compared to the prior year period.

P 3


Financial Outlook

LiveRamp’s non-GAAP operating income guidance excludes the impact of non-cash stock compensation, purchased intangible asset amortization, and restructuring and related charges.

For the third quarter of fiscal 2026, LiveRamp expects to report:

•Revenue of between $209 million and $213 million, an increase of between 7% and 9%
•GAAP operating income of between $33 million and $35 million
•Non-GAAP operating income of between $55 million and $57 million

For fiscal 2026, LiveRamp now expects to report:

•Revenue of between $804 million and $818 million, an increase of between 8% and 10%
•GAAP operating income of between $83 million and $87 million
•Non-GAAP operating income of between $178 million and $182 million


Conference Call

LiveRamp will hold a conference call today at 1:30 p.m. PT (4:30 p.m. ET) to further discuss this information. Interested parties are invited to listen to a webcast of the conference, which can be accessed on LiveRamp’s investor website. A slide presentation will be referenced during the call and is available here.

About LiveRamp

LiveRamp is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp’s data collaboration network seamlessly unites data across advertisers, platforms, publishers, data providers, and commerce media networks—unlocking deep insights, delivering transformational consumer experiences, and driving measurable growth.

Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while accelerating innovation. 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.

LiveRamp is headquartered in San Francisco, California, with offices worldwide. Learn more at LiveRamp.com.



P 4


Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”). Forward-looking statements are often identified by words or phrases such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” or the negative of these terms or other similar variations thereof, but the absence of these words does not mean that a statement is not forward-looking. These statements, which are not statements of historical fact, include, but are not limited to, the Company’s guidance regarding results of operations for the third quarter and full year of fiscal 2026 and other similar estimates, assumptions, forecasts, projections and expectations regarding market position, product development, growth opportunities, economic conditions and other future events and trends.

These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.

Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in forward-looking statements are economic uncertainties that could impact us or our suppliers, customers and partners, including, geopolitical circumstances, including risk related to tariffs and other trade restrictions, the possibility of a recession, general inflationary pressure and high interest rates; the ability and willingness of our customers to renew their agreements with us upon their expiration; our ability to add new customers and upsell within our subscription business; our reliance upon partners, including data suppliers, who may withdraw or withhold data from us; increased competition and rapidly changing technology that could impact our products and services; the risk that we fail to realize the potential benefits of or have difficulty integrating acquired businesses; and our inability to attract, motivate and retain talent. Additional risks include maintaining our culture and our ability to innovate and evolve while operating in a hybrid work environment, with some employees working remotely at least some of the time within a rapidly changing industry, while also avoiding disruption from reductions in our current workforce as well as disruptions resulting from acquisition, divestiture and other activities affecting our workforce. Our global workforce strategy could possibly encounter difficulty and not be as beneficial as planned. Our international operations are also subject to risks, including the performance of third parties as well as impacts from war and civil unrest, that may harm the Company’s business. The risk of a significant breach of the confidentiality of the information or the security of our or our customers’, suppliers’, or other partners’ data and/or computer systems, or the risk that our current insurance coverage may not be adequate for such a breach, that an insurer might deny coverage for a claim or that such insurance will continue to be available to us on commercially reasonable terms, or at all, could be detrimental to our business, reputation and results of operations. Other business risks include unfavorable publicity and negative public perception about our industry; interruptions or delays in service from data center or cloud hosting vendors we rely upon; and our dependence on the continued availability of third-party data hosting and transmission services. Our clients’ ability to use data on our platform could be restricted if the industry’s use of third-party cookies and tracking technology declines due to technology platform changes, regulation or increased user controls. Continued changes in the judicial, legislative, regulatory, accounting, cultural and consumer environments affecting our business, including but not limited to litigation, investigations, legislation, regulations and customs at the state, federal and international levels relating to information collection and use represents a risk, as well as changes in tax laws and regulations that are applied to our customers which could cause enterprise software budget tightening. In addition, third parties may claim that we are infringing their intellectual property or may infringe our intellectual property which could result in competitive injury and / or the incurrence of significant costs and draining of our resources.

For a discussion of these and other risks and uncertainties that could affect LiveRamp’s business, reputation, results of operation, financial condition and stock price, please refer to LiveRamp’s filings with the U.S. Securities and Exchange Commission, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of LiveRamp’s most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings.

P 5


The financial information set forth in this press release reflects estimates based on information available at this time.

LiveRamp assumes no obligation and does not currently intend to update these forward-looking statements.

To automatically receive LiveRamp financial news by email, please visit www.LiveRamp.com and subscribe to email alerts.

For more information, contact:
LiveRamp Investor Relations
Investor.Relations@LiveRamp.com


LiveRampⓇ and RampIDTM and all other LiveRamp marks contained herein are trademarks or service marks of LiveRamp, Inc. All other marks are the property of their respective owners.
P 6


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the three months ended September 30,
$ %
2025 2024 Variance Variance
Revenues 199,829  185,483  14,346  7.7  %
Cost of revenue 59,594  51,234  8,360  16.3  %
Gross profit 140,235  134,249  5,986  4.5  %
% Gross margin 70.2  % 72.4  %
Operating expenses
Research and development 36,952  43,889  (6,937) (15.8) %
Sales and marketing 48,685  51,107  (2,422) (4.7) %
General and administrative 33,170  31,369  1,801  5.7  %
Gains, losses and other items, net —  397  (397) (100.0) %
Total operating expenses 118,807  126,762  (7,955) (6.3) %
Income from operations 21,428  7,487  13,941  186.2  %
% Margin 10.7  % 4.0  %
Total other income, net 3,544  4,197  (653) (15.6) %
Income from continuing operations before income taxes 24,972  11,684  13,288  113.7  %
Income tax expense (benefit) (2,448) 9,952  (12,400) (124.6) %
Net earnings 27,420  1,732  25,688  N/A
Basic earnings per share 0.42  0.03  0.40  N/A
Diluted earnings per share 0.42  0.03  0.39  N/A
Basic weighted average shares 65,074  66,294 
Diluted weighted average shares 65,781  67,309 
Some totals may not sum due to rounding.
P 7


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the six months ended September 30,
$ %
2025 2024 Variance Variance
Revenues 394,651  361,444  33,207  9.2  %
Cost of revenue 117,913  102,983  14,930  14.5  %
Gross profit 276,738  258,461  18,277  7.1  %
% Gross margin 70.1  % 71.5  %
Operating expenses
Research and development 76,560  88,007  (11,447) (13.0) %
Sales and marketing 100,591  105,282  (4,691) (4.5) %
General and administrative 70,515  62,330  8,185  13.1  %
Gains, losses and other items, net 423  603  (180) (29.9) %
Total operating expenses 248,089  256,222  (8,133) (3.2) %
Income from operations 28,649  2,239  26,410  1,179.5  %
% Margin 7.3  % 0.6  %
Total other income, net 7,253  8,641  (1,388) (16.1) %
Income from continuing operations before income taxes 35,902  10,880  25,022  230.0  %
Income tax expense 735  16,637  (15,902) (95.6) %
Net earnings (loss) 35,167  (5,757) 40,924  N/A
Basic earnings (loss) per share 0.54  (0.09) 0.63  N/A
Diluted earnings (loss) per share 0.53  (0.09) 0.62  N/A
Basic weighted average shares 65,261  66,458 
Diluted weighted average shares 66,256  66,458 
Some totals may not sum due to rounding.
P 8


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
For the three months ended September 30, For the six months ended September 30,
2025 2024 2025 2024
Income from continuing operations before income taxes 24,972  11,684  35,902  10,880 
Income tax expense (benefit) (2,448) 9,952  735  16,637 
Net earnings (loss) 27,420  1,732  35,167  (5,757)
Basic earnings (loss) per share 0.42  0.03  0.54  (0.09)
Diluted earnings (loss) per share 0.42  0.03  0.53  (0.09)
Excluded items:
Purchased intangible asset amortization (cost of revenue) 2,750  3,748  5,500  7,594 
Non-cash stock compensation (cost of revenue and operating expenses) 20,517  29,068  45,927  57,053 
Restructuring and merger charges (gains, losses, and other) —  397  423  603 
 Total excluded items from continuing operations 23,267  33,213  51,850  65,250 
Income from continuing operations before income taxes and excluding items 48,239  44,897  87,752  76,130 
Income tax expense (2) 12,060  10,745  21,938  18,116 
Non-GAAP net earnings from continuing operations 36,179  34,152  65,814  58,014 
Non-GAAP earnings per share from continuing operations
Basic 0.56  0.52  1.01  0.87 
Diluted 0.55  0.51  0.99  0.85 
Basic weighted average shares 65,074  66,294  65,261  66,458 
Diluted weighted average shares 65,781  67,309  66,256  67,886 
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
(2) Non-GAAP income taxes were calculated by applying the estimated annual effective tax rate to year-to-date pretax income or loss. The differences between our GAAP and non-GAAP effective tax rates were primarily due to the net tax effects of the excluded items, coupled with the valuation allowance and smaller pre-tax income for GAAP purposes.
P 9


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INCOME FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)
For the three months ended September 30, For the six months ended September 30,
2025 2024 2025 2024
Income from operations 21,428  7,487  28,649  2,239 
Operating income margin 10.7  % 4.0  % 7.3  % 0.6  %
Excluded items:
Purchased intangible asset amortization (cost of revenue) 2,750  3,748  5,500  7,594 
Non-cash stock compensation (cost of revenue and operating expenses) 20,517  29,068  45,927  57,053 
Restructuring and merger charges (gains, losses, and other) —  397  423  603 
Total excluded items 23,267  33,213  51,850  65,250 
Income from operations before excluded items 44,695  40,700  80,499  67,489 
Non-GAAP operating income margin 22.4  % 21.9  % 20.4  % 18.7  %
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
P 10


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)
For the three months ended September 30, For the six months ended September 30,
2025 2024 2024 2023
Net earnings (loss) from continuing operations 27,420  1,732  35,167  (5,757)
Income tax expense (benefit) (2,448) 9,952  735  16,637 
Total other income, net (3,544) (4,197) (7,253) (8,641)
Income from operations 21,428  7,487  28,649  2,239 
Depreciation and amortization 3,362  4,450  6,751  9,004 
EBITDA 24,790  11,937  35,400  11,243 
Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses) 20,517  29,068  45,927  57,053 
Restructuring and merger charges (gains, losses, and other) —  397  423  603 
Other adjustments 20,517  29,465  46,350  57,656 
Adjusted EBITDA 45,307  41,402  81,750  68,899 
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
P 11


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30, March 31, $ %
2025 2025 Variance Variance
Assets
Current assets:
Cash and cash equivalents 369,446  413,331  (43,885) (10.6) %
Restricted cash —  595  (595) (100.0) %
Short-term investments 7,500  7,500  —  —  %
Trade accounts receivable, net 216,791  186,169  30,622  16.4  %
Refundable income taxes, net 11,806  9,708  2,098  21.6  %
Other current assets 41,147  38,886  2,261  5.8  %
Total current assets 646,690  656,189  (9,499) (1.4) %
Property and equipment 23,646  23,813  (167) (0.7) %
Less - accumulated depreciation and amortization 17,804  17,629  175  1.0  %
Property and equipment, net 5,842  6,184  (342) (5.5) %
Intangible assets, net 14,667  20,167  (5,500) (27.3) %
Goodwill 502,184  501,756  428  0.1  %
Deferred commissions, net 41,803  44,452  (2,649) (6.0) %
Other assets, net 29,232  30,623  (1,391) (4.5) %
1,240,418  1,259,371  (18,953) (1.5) %
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable 115,885  112,271  3,614  3.2  %
Accrued payroll and related expenses 29,426  50,776  (21,350) (42.0) %
Other accrued expenses 41,962  38,586  3,376  8.7  %
Deferred revenue 49,756  45,885  3,871  8.4  %
Total current liabilities 237,029  247,518  (10,489) (4.2) %
Other liabilities 59,582  62,994  (3,412) (5.4) %
Stockholders' equity:
Preferred stock —  —  —  n/a
Common stock 16,117  15,918  199  1.3  %
Additional paid-in capital 2,094,828  2,045,316  49,512  2.4  %
Retained earnings 1,348,525  1,313,358  35,167  2.7  %
Accumulated other comprehensive income 5,928  4,295  1,633  38.0  %
Treasury stock, at cost (2,521,591) (2,430,028) (91,563) 3.8  %
Total stockholders' equity 943,807  948,859  (5,052) (0.5) %
1,240,418  1,259,371  (18,953) (1.5) %
P 12



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended September 30,
2025 2024
Cash flows from operating activities:
Net earnings 27,420  1,732 
Non-cash operating activities:
Depreciation and amortization 3,362  4,450 
Loss on disposal or impairment of assets 11  15 
Loss on marketable equity securities 187  — 
Provision for doubtful accounts 636  695 
Deferred income taxes 10 
Non-cash stock compensation expense 20,517  29,068 
Changes in operating assets and liabilities:
Accounts receivable, net 2,351  13,955 
Deferred commissions 1,979  1,946 
Other assets (3,466) 331 
Accounts payable and other liabilities 11,771  7,052 
Income taxes (5,295) (1,222)
Deferred revenue (2,066) (2,436)
Net cash provided by operating activities 57,408  55,596 
Cash flows from investing activities:
Capital expenditures (589) (241)
Cash paid in acquisitions, net of cash received (11) — 
Proceeds from sales of investments —  22,995 
Purchases of strategic investments (500) — 
Net cash provided by (used in) investing activities (1,100) 22,754 
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans 348  160 
Shares repurchased for tax withholdings upon vesting of stock-based awards (807) (893)
Acquisition of treasury stock (49,890) (49,868)
Net cash used in financing activities (50,349) (50,601)
Net cash provided by continuing operations 5,959  27,749 
P 13


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended September 30,
2025 2024
Effect of exchange rate changes on cash (125) 814 
Net change in cash, cash equivalents and restricted cash 5,834  28,563 
Cash, cash equivalents and restricted cash at beginning of period 363,612  313,014 
Cash, cash equivalents and restricted cash at end of period 369,446  341,577 
Supplemental cash flow information:
Cash paid for income taxes, net 2,840  11,131 
Cash received for tenant improvement allowances —  (1,758)
Cash paid for operating lease liabilities 2,528  2,539 
Operating lease assets obtained in exchange for operating lease liabilities 171  193 
Purchases of property, plant and equipment remaining unpaid at period end 25  238 
Excise tax payable on net stock repurchases 277  — 
P 14


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the six months ended September 30,
2025 2024
Cash flows from operating activities:
Net earnings (loss) 35,167  (5,757)
Non-cash operating activities:
Depreciation and amortization 6,751  9,004 
Loss on disposal or impairment of assets 130  20 
Lease-related impairment and restructuring charges 274  (36)
Gain on sale of strategic investments (14) — 
Loss on marketable equity securities 46  — 
Provision for doubtful accounts 1,892  1,245 
Deferred income taxes 113  38 
Non-cash stock compensation expense 45,927  57,053 
Changes in operating assets and liabilities:
Accounts receivable, net (31,914) (2,627)
Deferred commissions 2,649  4,687 
Other assets 1,818  3,998 
Accounts payable and other liabilities (24,090) (31,994)
Income taxes (813) 5,570 
Deferred revenue 3,651  5,067 
Net cash provided by operating activities 41,587  46,268 
Cash flows from investing activities:
Capital expenditures (925) (467)
Cash paid in acquisitions, net of cash received (606) — 
Purchases of investments —  (1,967)
Proceeds from sales of investments —  24,995 
Proceeds from sale of strategic investment 14  — 
Purchases of strategic investments (500) (400)
Net cash provided by (used in) investing activities (2,017) 22,161 
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans 6,268  6,327 
Shares repurchased for tax withholdings upon vesting of stock-based awards (11,652) (7,740)
Acquisition of treasury stock (79,762) (65,653)
Net cash used in financing activities (85,146) (67,066)
Net cash provided by (used in) continuing operations (45,576) 1,363 
P 15


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the six months ended September 30,
2025 2024
Effect of exchange rate changes on cash 1,096  743 
Net change in cash, cash equivalents and restricted cash (44,480) 2,106 
Cash, cash equivalents and restricted cash at beginning of period 413,926  339,471 
Cash, cash equivalents and restricted cash at end of period 369,446  341,577 
Supplemental cash flow information:
Cash paid for income taxes, net from continuing operations 1,426  11,000 
Cash received for tenant improvement allowances —  (1,758)
Cash paid for operating lease liabilities 5,002  4,877 
Operating lease assets obtained in exchange for operating lease liabilities 747  1,043 
Operating lease assets, and related lease liabilities, relinquished in lease terminations —  (555)
Purchases of property, plant and equipment remaining unpaid at period end 25  238 
Excise tax payable on net stock repurchases 277  — 
P 16


LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW (1)
(Unaudited)
(Dollars in thousands)
6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025 6/30/2025 9/30/2025
Net cash provided by (used in) operating activities $ (9,328) $ 55,596  $ 45,117  $ 62,580  $ 153,965  $ (15,821) $ 57,408 
Less:
Capital expenditures (226) (241) (282) (293) (1,042) (336) (589)
Free Cash Flow $ (9,554) $ 55,355  $ 44,835  $ 62,287  $ 152,923  $ (16,157) $ 56,819 
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
P 17





LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Qtr-to-Qtr
FY2025 FY2026 FY2026 to FY2025
6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025 6/30/2025 9/30/2025 % $
Revenues 175,961  185,483  195,412  188,724  745,580  194,822  199,829  7.7  % 14,346 
Cost of revenue 51,749  51,234  54,998  57,929  215,910  58,319  59,594  16.3  % 8,360 
Gross profit 124,212  134,249  140,414  130,795  529,670  136,503  140,235  4.5  % 5,986 
% Gross margin 70.6  % 72.4  % 71.9  % 69.3  % 71.0  % 70.1  % 70.2  %
Operating expenses
Research and development 44,118  43,889  42,735  45,926  176,668  39,608  36,952  (15.8) % (6,937)
Sales and marketing 54,175  51,107  50,863  56,961  213,106  51,906  48,685  (4.7) % (2,422)
General and administrative 30,961  31,369  31,994  32,175  126,499  37,345  33,170  5.7  % 1,801 
Gains, losses and other items, net 206  397  149  7,241  7,993  423  —  (100.0) % (397)
Total operating expenses 129,460  126,762  125,741  142,303  524,266  129,282  118,807  (6.3) % (7,955)
Income (loss) from operations (5,248) 7,487  14,673  (11,508) 5,404  7,221  21,428  186.2  % 13,941 
% Margin (3.0) % 4.0  % 7.5  % (6.1) % 0.7  % 3.7  % 10.7  %
Total other income, net 4,444  4,197  4,033  4,762  17,436  3,709  3,544  (15.6) % (653)
Income (loss) from continuing operations before income taxes (804) 11,684  18,706  (6,746) 22,840  10,930  24,972  113.7  % 13,288 
Income tax expense (benefit) 6,685  9,952  9,184  (479) 25,342  3,183  (2,448) (124.6) % (12,400)
Net earnings (loss) from continuing operations (7,489) 1,732  9,522  (6,267) (2,502) 7,747  27,420  1,483.1  % 25,688 
Earnings from discontinued operations, net of tax —  —  1,688  —  1,688  —  —  —  % — 
Net earnings (loss) $ (7,489) $ 1,732  $ 11,210  $ (6,267) $ (814) $ 7,747  $ 27,420  1,483.1  % 25,688 
P 18


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Qtr-to-Qtr
FY2025 FY2026 FY2026 to FY2025
6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025 6/30/2025 9/30/2025 % $
Basic earnings (loss) per share:
Continuing Operations (0.11) 0.03  0.15  (0.10) (0.04) 0.12  0.42  1,512.8  % 0.40 
Discontinued Operations 0.00  0.00  0.03  0.00  0.03  0.00  0.00  —  % — 
Basic earnings (loss) per share (0.11) 0.03  0.17  (0.10) (0.01) 0.12  0.42  1,512.8  % 0.40 
Diluted earnings (loss) per share:
Continuing Operations (0.11) 0.03  0.14  (0.10) (0.04) 0.12  0.42  1,519.9  % 0.39 
Discontinued Operations 0.00  0.00  0.03  0.00  0.03  0.00  0.00  —  % — 
Diluted earnings (loss) per share (0.11) 0.03  0.17  (0.10) (0.01) 0.12  0.42  1,519.9  % 0.39 
Basic weighted average shares 66,621  66,294  65,631  65,957  66,126  65,448  65,074 
Diluted weighted average shares 66,621  67,309  66,743  65,957  66,126  66,731  65,781 
Some earnings (loss) per share amounts may not add due to rounding.
P 19


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
FY2025 FY2026
6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025 6/30/2025 9/30/2025
Expenses:
Cost of revenue $ 51,749  $ 51,234  $ 54,998  $ 57,929  $ 215,910  58,319  59,594 
Research and development 44,118  43,889  42,735  45,926  176,668  39,608  36,952 
Sales and marketing 54,175  51,107  50,863  56,961  213,106  51,906  48,685 
General and administrative 30,961  31,369  31,994  32,175  126,499  37,345  33,170 
Gains, losses and other items, net 206  397  149  7,241  7,993  423  — 
Gross profit, continuing operations: 124,212  134,249  140,414  130,795  529,670  136,503  140,235 
% Gross margin 70.6  % 72.4  % 71.9  % 69.3  % 71.0  % 70.1  % 70.2  %
Excluded items:
Purchased intangible asset amortization (cost of revenue) 3,846  3,748  3,686  3,135  14,415  2,750  2,750 
Non-cash stock compensation (cost of revenue) 1,596  1,499  1,455  1,615  6,165  1,541  1,452 
Non-cash stock compensation (research and development) 10,205  10,920  10,085  10,494  41,704  8,332  6,503 
Non-cash stock compensation (sales and marketing) 7,093  7,383  7,278  5,716  27,470  6,014  5,469 
Non-cash stock compensation (general and administrative) 9,091  9,266  7,942  6,341  32,640  9,523  7,093 
Restructuring charges (gains, losses, and other) 206  397  149  7,241  7,993  423  — 
Total excluded items 32,037  33,213  30,595  34,542  130,387  28,583  23,267 
P 20


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
FY2025 FY2026
6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025 6/30/2025 9/30/2025
Expenses, excluding items:
Cost of revenue 46,307  45,987  49,857  53,179  195,330  54,028  55,392 
Research and development 33,913  32,969  32,650  35,432  134,964  31,276  30,449 
Sales and marketing 47,082  43,724  43,585  51,245  185,636  45,892  43,216 
General and administrative 21,870  22,103  24,052  25,834  93,859  27,822  26,077 
Gross profit, excluding items: $ 129,654  $ 139,496  $ 145,555  $ 135,545  $ 550,250  140,794  144,437 
% Gross margin 73.7  % 75.2  % 74.5  % 71.8  % 73.8  % 72.3  % 72.3  %
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.




P 21


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
FY2025 FY2026
6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025 6/30/2025 9/30/2025
Income (loss) from continuing operations before income taxes (804) 11,684  18,706  (6,746) 22,840  10,930  24,972 
Income tax expense (benefit) 6,685  9,952  9,184  (479) 25,342  3,183  (2,448)
Net earnings (loss) from continuing operations (7,489) 1,732  9,522  (6,267) (2,502) 7,747  27,420 
Earnings from discontinued operations, net of tax —  —  1,688  —  1,688  —  — 
Net earnings (loss) (7,489) 1,732  11,210  (6,267) (814) 7,747  27,420 
Earnings (loss) per share:
Basic (0.11) 0.03  0.17  (0.10) (0.01) 0.12  0.42 
Diluted (0.11) 0.03  0.17  (0.10) (0.01) 0.12  0.42 
Excluded items:
Purchased intangible asset amortization (cost of revenue) 3,846  3,748  3,686  3,135  14,415  2,750  2,750 
Non-cash stock compensation (cost of revenue and operating expenses) 27,985  29,068  26,760  24,166  107,979  25,410  20,517 
Restructuring and merger charges (gains, losses, and other) 206  397  149  7,241  7,993  423  — 
Total excluded items from continuing operations 32,037  33,213  30,595  34,542  130,387  28,583  23,267 
Income from continuing operations before income taxes and excluding items 31,233  44,897  49,301  27,796  153,227  39,513  48,239 
Income tax expense 7,371  10,745  12,421  7,759  38,296  9,878  12,060 
Non-GAAP net earnings from continuing operations 23,862  34,152  36,880  20,037  114,931  29,635  36,179 
P 22


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
FY2025 FY2026
6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025 6/30/2025 9/30/2025
Non-GAAP earnings per share from continuing operations
Basic 0.36  0.52  0.56  0.30  1.74  0.45  0.56 
Diluted 0.35  0.51  0.55  0.30  1.70  0.44  0.55 
Basic weighted average shares 66,621  66,294  65,631  65,957  66,126  65,448  65,074 
Diluted weighted average shares 68,463  67,309  66,743  67,479  67,499  66,731  65,781 
Some totals may not add due to rounding
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
P 23


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP OPERATING INCOME GUIDANCE (1)
(Unaudited)
(Dollars in thousands)
For the For the
quarter ending year ending
December 31, 2025 March 31, 2026
Low High Low High
GAAP income from operations $ 33,000  $ 35,000  $ 83,000  $ 87,000 
Excluded items:
Purchased intangible asset amortization 3,000  3,000  11,000  11,000 
Non-cash stock compensation 19,000  19,000  83,000  83,000 
Restructuring costs —  —  1,000  1,000 
Total excluded items 22,000  22,000  95,000  95,000 
Non-GAAP income from operations $ 55,000  $ 57,000  $ 178,000  $ 182,000 
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.





P 24


APPENDIX A
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
Q2 FISCAL 2026 FINANCIAL RESULTS
EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS
To supplement our financial results, we use non-GAAP measures which exclude certain acquisition related expenses, non-cash stock compensation and restructuring charges. We believe these measures are helpful in understanding our past performance and our future results. Our non-GAAP financial measures and schedules are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated GAAP financial statements. Our management regularly uses these non-GAAP financial measures internally to understand, manage and evaluate our business and to make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is also based in part on the performance of our business based on these non-GAAP measures.
Our non-GAAP financial measures, including non-GAAP earnings (loss) per share, non-GAAP income (loss) from operations, non-GAAP operating income (loss) margin, non-GAAP expenses and adjusted EBITDA reflect adjustments based on the following items, as well as the related income tax effects when applicable:
Purchased intangible asset amortization: We incur amortization of purchased intangibles in connection with our acquisitions. Purchased intangibles include (i) developed technology, (ii) customer and publisher relationships, and (iii) trade names. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance.
Non-cash stock compensation: Non-cash stock compensation consists of charges for employee restricted stock units, performance shares and stock options in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options assumed in connection with our acquisitions. As we apply stock-based compensation standards, we believe that it is useful to investors to understand the impact of the application of these standards to our operational performance. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations.
Restructuring charges: During the past several years, we have initiated certain restructuring activities in order to align our costs in connection with both our operating plans and our business strategies based on then-current economic conditions. As a result, we recognized costs related to termination benefits for employees whose positions were eliminated, lease and other contract termination charges, and asset impairments. These items, as well as third party expenses associated with business acquisitions in the prior years, reported as gains, losses, and other items, net, are excluded from non-GAAP results because such amounts are not used by us to assess the core profitability of our business operations.
Transformation costs: In previous years, we incurred significant expenses to separate the financial statements of our operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and 3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our business. We substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, we incurred transaction support expenses and system separation costs related to the Company's announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on our business and again during fiscal 2023 in response to macroeconomic conditions, we incurred significant costs associated with the assessment of strategic and operating plans, including our long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment.  Our criteria for excluding these costs are the same. We believe excluding these items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.
P 25


APPENDIX A
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
Q2 FISCAL 2026 FINANCIAL RESULTS
EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS
Our non-GAAP financial schedules are:
Non-GAAP EPS, Non-GAAP Income from Operations, and Non-GAAP expenses: Our Non-GAAP earnings per share, Non-GAAP income from operations, Non-GAAP operating income margin, and Non-GAAP expenses reflect adjustments as described above, as well as the related tax effects where applicable.
Adjusted EBITDA: Adjusted EBITDA is defined as net income from continuing operations before income taxes, other income and expenses, depreciation and amortization, and including adjustments as described above. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments and to compare our results to those of our competitors. We believe that the inclusion of Adjusted EBITDA provides useful supplementary information to and facilitates analysis by investors in evaluating the Company's performance and trends. The presentation of Adjusted EBITDA is not meant to be considered in isolation or as an alternative to net earnings as an indicator of our performance.
Free Cash Flow: To supplement our statement of cash flows, we use a non-GAAP measure of cash flow to analyze cash flows generated from operations. Free cash flow is defined as operating cash flow less capital expenditures. Management believes that this measure of cash flow is meaningful since it represents the amount of money available from continuing operations for the Company's discretionary spending. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.
P 26