LiveRamp Holdings Inc.

06/25/2026 | Press release | Distributed by Public on 06/25/2026 12:39

Annual Report of Employee Stock Purchase/Savings Plan (Form 11-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________
FORM 11-K
________________________________________________________________________
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT
TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
________________________________________________________________________
(Mark One)
x Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2025.
OR
o Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from__________________to __________________
Commission File Number 1-38669
________________________________________________________________________
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
LiveRamp Holdings, Inc. Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
LiveRamp Holdings, Inc.
225 Bush Street, Seventeenth Floor
San Francisco, CA 94104
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LIVERAMP HOLDINGS, INC.
RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2025 and 2024
(With Report of Independent Registered Public Accounting Firm Thereon)
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LIVERAMP HOLDINGS, INC.
RETIREMENT SAVINGS PLAN
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Page
Report of Independent Registered Public Accounting Firm
2
Statements of Net Assets Available for Benefits - December 31, 2025 and 2024
3
Statement of Changes in Net Assets Available for Benefits - Year ended December 31, 2025
4
Notes to Financial Statements
5
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) - December 31, 2025
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Note: All other supplemental schedules have been omitted because they are not applicable or are not required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended.
Exhibits:
Exhibit 23.1
Consent of Forvis Mazars, LLP
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Report of Independent Registered Public Accounting Firm
Plan Administration and Plan Participants
LiveRamp Holdings, Inc. Retirement Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of LiveRamp Holdings, Inc. Retirement Savings Plan (the "Plan") as of December 31, 2025 and 2024, the related statements of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Information
The supplemental information in the accompanying Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2025 is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
We have served as the Plan's auditor since 2018.
/s/ FORVIS MAZARS, LLP
Rogers, Arkansas
June 25, 2026
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LIVERAMP HOLDINGS, INC.
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2025 and 2024
2025 2024
Assets:
Investments, at fair value:
LiveRamp Holdings, Inc. common stock $ 17,231,876 $ 19,929,295
Participant brokerage accounts 6,128,245 4,917,298
Mutual funds 258,771,289 238,908,653
Common collective trust funds 324,904,926 292,051,333
Total investments at fair value 607,036,336 555,806,579
Notes receivable from participants 1,659,616 1,768,795
Net assets available for benefits $ 608,695,952 $ 557,575,374
See accompanying notes to financial statements.
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LIVERAMP HOLDINGS, INC.
RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2025
Investment income:
Dividends $ 12,397,885
Net appreciation in fair value of investments 64,027,801
Net investment income 76,425,686
Interest income on notes receivable from participants 136,657
Contributions:
Participants 18,473,987
Employer 12,188,015
Rollovers 1,926,400
Total contributions 32,588,402
Deductions from net assets attributed to:
Benefits paid to participants and beneficiaries 57,417,927
Plan expenses 612,240
Total deductions 58,030,167
Net increase in net assets available for benefits 51,120,578
Net assets available for benefits, beginning of year 557,575,374
Net assets available for benefits, end of year $ 608,695,952
See accompanying notes to financial statements.
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NOTES TO FINANCIAL STATEMENTS
(1)Plan Description
The following description of the LiveRamp Holdings, Inc. Retirement Savings Plan ("Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.
(a)General
The Plan is a defined contribution plan covering substantially all employees of LiveRamp Holdings, Inc. and its domestic subsidiaries ("LiveRamp" or "Company"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Administrative Committee, as appointed by the Chairman of the Internal Compensation Committee, is the administrator for the Plan.
(b)Participation
Employees of the Company may participate in the Plan upon commencement of employment, except for those employees, if any, who already receive retirement benefits in connection with a collective bargaining agreement, certain nonresident employees, and leased employees.
(c)Contributions
The Plan includes a 401(k) provision whereby each participant may defer up to 50% of annual compensation, not to exceed limits determined under Section 415(c) of the Internal Revenue Code ("IRC").
The Plan allows discretionary matching contributions up to 100% of deferrals not in excess of 6% of participants' compensation.
Participant contributions to the Plan are invested as directed by participants into various investment options. The Company's matching contributions are made with cash.
(d)Participant Accounts
Each participant's account is credited with the participant's contribution, rollovers, if any, the Company's matching contribution, and discretionary contributions, if any, and is adjusted for investment income/losses and expenses. Allocations of income/losses and expenses are made according to formulas specified in the Plan based on participant compensation or account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
(e)Notes Receivable from Participants
Participants may borrow from their Plan accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000, less the highest outstanding balance in the previous 12 months or 50% of their vested account balance. Loans are repayable through payroll deductions ranging up to five years unless the loan is for the purchase of a primary residence, in which case the loan can be repaid over ten years. The loans are secured by the balance in the participant's account and bear interest at the prime rate in effect at the date of the loan plus 1.0%. The interest rates on outstanding participant loans at December 31, 2025 range from 4.25% to 9.50%, with maturity dates ranging from February 2026 to August 2035.
(f)Vesting
Participants are immediately vested in their voluntary contributions, rollovers, if any, and the earnings thereon. Prior to September 30, 2016, participants are vested in the remainder of their accounts based on years of service, whereby partial vesting occurs in 20% increments beginning after two years of service until participants become fully vested after six years of service. Effective September 30, 2016, participants that complete an hour of service on or after September 30, 2016,
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are partially vested in 33% increments beginning after one year of service until participants become fully vested after three years of service. Effective January 1, 2019, Participants completing an hour of service on or after January 1, 2019 shall be 100% vested in their account.
Forfeitures may be used to pay other miscellaneous Plan expenses or to reduce discretionary matching contributions to the Plan. The forfeiture account totaled $72 and $95,102 at December 31, 2025 and 2024, respectively. During 2025, total forfeitures used to pay Plan expenses and matching contributions were $214,545, $116,467 of participants' accounts were forfeited, and the forfeiture account balance was increased by $3,048 on the fair market value of the investments held in the account.
(g)Investment Options
Upon enrollment in the Plan, a participant may direct employee contributions in any of 12 mutual funds, 18 common collective trust funds, or LiveRamp common stock. In addition, participants have the option to open a self-directed brokerage account with T. Rowe Price Company ("T. Rowe Price") in order to invest in numerous other stocks, bonds, and mutual funds.
(h)Benefits Paid to Participants and Beneficiaries
Benefits paid upon retirement, death, or disability are made in the form of a lump-sum payment of cash or common stock of the Company. If a participant receives benefits prior to retirement, death, or disability, the benefits paid from the participant's Employer contribution account shall not exceed the participant's vested balance therein.
(2)Summary of Significant Accounting Policies
(a)Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
(b)Investment Valuation and Income Recognition
The Plan's investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest is recorded as earned. Net appreciation/depreciation in fair value of investments represents realized gains (losses) on investments sold and unrealized appreciation (depreciation) on investments held at year-end.
(c)Notes Receivable from Participants
Notes receivable from participants are stated at amortized cost, which represents the unpaid principal balance plus accrued interest.
(d)Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
(e)Payment of Benefits
Benefits are recorded when paid.
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(f)Expenses
Certain expenses of maintaining the Plan are paid by the Plan, unless otherwise paid by the Company. Expenses that are paid by the Company are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant's account and are included in administrative expenses. Investment related expenses are included in net appreciation (depreciation) of fair value of investments.
(3)Fair Value Measurements
The Plan applies the provisions of Accounting Standards Codification ("ASC") 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value, and requires disclosure about assets and liabilities measured at fair value. Specifically, ASC 820:
•Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and establishes a framework for measuring fair value;
•Establishes a three-level hierarchy based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and lowest priority to unobservable inputs (Level 3); and
•Expands disclosures about instruments measured at fair value.
The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. These are inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following tables present a summary of the Plan's investments measured at fair value as of December 31, 2025 and 2024:
Investments at fair value as of December 31, 2025
Quoted
prices
in active
market
(Level 1) 		Significant
other
observable
inputs
(Level 2) 		Unobservable
inputs
(Level 3) 		Total
carrying
value in
statement
of net assets
available
or benefits
LiveRamp Holdings, Inc. common stock (i) $ 17,231,876 $ - $ - $ 17,231,876
Common collective trusts (ii) - 324,904,926 - 324,904,926
Mutual funds (iii) 258,771,289 - - 258,771,289
Participant-directed brokerage accounts 5,918,424 209,821 - 6,128,245
Total investment assets at fair value $ 281,921,589 $ 325,114,747 $ - $ 607,036,336
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Investments at fair value as of December 31, 2024
Quoted
prices
in active
market
(Level 1) 		Significant
other
observable
inputs
(Level 2) 		Unobservable
inputs
(Level 3) 		Total
carrying
value in
statement
of net assets
available
for benefits
LiveRamp Holdings, Inc. common stock (i) $ 19,929,295 $ - $ - $ 19,929,295
Common collective trusts (ii) - 292,051,333 - 292,051,333
Mutual funds (iii) 238,908,653 - - 238,908,653
Participant-directed brokerage accounts (iv) 4,917,298 - - 4,917,298
Total investment assets at fair value $ 263,755,246 $ 292,051,333 $ - $ 555,806,579
(i)Common stock: Valued at the closing price reported in the active market in which the individual securities are traded.
(ii)Common collective trusts ("CCT"): Valued daily at the net asset value ("NAV") of the underlying CCT. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.
(iii)Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the SEC. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
(iv)Participant-directed brokerage accounts: Contains common stock, mutual funds, real estate investment trusts, and certificates of deposit. Real estate investment trusts are valued the same as common stock. Certificates of deposit are valued at the present value of expected future cash flows.
The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement as of the reporting date.
(4)Plan Administration
The Plan is administered by the Administrative Committee. T. Rowe Price is the recordkeeper and trustee of the Plan.
(5)Tax Status
The Internal Revenue Service ("IRS") has determined and informed the Company in a letter dated May 30, 2014, that the Plan is designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.
Management is required to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan and concluded that as of December 31, 2025 and 2024, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties
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related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
(6)Related Party Transactions
Certain investments represent mutual funds and common and collective trusts managed by T. Rowe Price, the trustee. Other related party transactions involve the purchases, sales and holdings of common stock of the Company and notes receivable from participants. During 2025 total fees paid to related parties were $350,478.
The Company provides certain administrative services at no cost to the Plan.
(7)Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon complete discontinuance of contributions, termination, or partial termination of the Plan, participants will become 100% vested in their employer contributions. Upon full termination of the Plan, the value of such accounts shall be distributed as provided in the Plan.
(8)Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and those changes could materially affect the amounts reported in the statements of net assets available for benefits.
Market conditions may result in a high degree of volatility and increase the risks and short-term liquidity associated with certain investments held by the Plan, which could impact the value of investments after the date of these financial statements. Due to uncertainties inherent in the estimations and assumptions process, it is at least reasonably possible that changes in these estimates and assumptions in the near term would be material to the financial statements.
(9)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 subsidiary of Parent ("Merger Sub"), and, solely for the purpose of Section 10.14 thereto, Publicis Groupe S.A., a French société anonyme ("Publicis"), pursuant to which, among other things, at the effective time of the Merger (the "Effective Time"), Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Parent.
The consummation of the Merger is subject to various conditions, including, among others, customary conditions relating to: (i) approval of the Merger and the adoption of the Merger Agreement by the Company's stockholders; (ii) the absence of any law or order making unlawful or restraining, enjoining or otherwise prohibiting consummation of the Merger; (iii) (a) expiration or termination of any applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the receipt of certain non-U.S. antitrust and foreign direct investment approvals and (c) the receipt of the CFIUS Approval (as defined in the Merger Agreement); (iv) the absence of any material adverse effect with respect to the Company; and (v) other customary conditions relating to the accuracy of representations and warranties and performance of covenants.
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The Merger Agreement also contains customary representations, warranties and covenants of the Company, Parent and Merger Sub, including, among others, covenants regarding the operation of the business of the Company and its subsidiaries prior to the Effective Time.
If the Merger is consummated, each outstanding share of the Company's common stock will be cancelled and automatically converted into the right to receive the agreed merger consideration. Concurrently, the Company Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended, provided that such delisting and termination will not be effective until at or after the Effective Time.
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SUPPLEMENTAL SCHEDULE
LIVERAMP HOLDINGS, INC.
RETIREMENT SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2025
Identity of issuer, borrower,
lessor, or similar party 		Description Shares Fair
value
* LiveRamp Holdings, Inc. Common stock 586,715 $ 17,231,876
Participant Directed Brokerage Accounts Tradelink Investments 6,128,245 6,128,245
Mutual funds:
PIMCO Total Return Instl. 914,884 8,105,876
MetWest Total Return Bond Fund Class I 500,593 4,590,434
* T. Rowe Price Government Money 114,754 114,754
Harbor International Fund 74,536 4,089,031
* T. Rowe Price Balanced Fund 629,289 17,859,222
JP Morgan Large Cap Growth Fund, R6 549,649 47,511,679
Fidelity Large Cap Growth Index 1,372,351 63,498,689
Diamond Hill Large Cap Y 436,272 14,008,696
JP Morgan Mid Cap Value Instl. 208,972 6,668,301
* T. Rowe Price Integrated US Small Cap Growth EQ 128,476 5,736,437
American Funds Europacific Growth - R6 200,157 12,125,525
Schwab S&P 500 Index Select 4,245,305 74,462,645
Total mutual funds $ 258,771,289
Common collective trust funds:
* T. Rowe Price New Horizons Trust D 108,874 7,914,071
* T. Rowe Price U.S. Mid-Cap Growth EQ Trust D 640,216 30,435,869
* T. Rowe Price U.S. Small-Cap Value EQ Trust D 403,944 14,853,032
* T. Rowe Price 2020 Trust Income Fund 44,497 1,087,496
* T. Rowe Price Retirement 2005 Trust F 6,612 154,186
* T. Rowe Price Retirement 2010 Trust F 26,835 670,615
* T. Rowe Price Retirement 2015 Trust F 14,446 396,107
* T. Rowe Price Retirement 2020 Trust F 231,980 6,943,168
* T. Rowe Price Retirement 2025 Trust F 336,440 11,052,038
* T. Rowe Price Retirement 2030 Trust F 592,061 21,474,059
* T. Rowe Price Retirement 2035 Trust F 585,593 23,300,727
* T. Rowe Price Retirement 2040 Trust F 705,196 30,111,882
* T. Rowe Price Retirement 2045 Trust F 694,770 30,882,537
* T. Rowe Price Retirement 2050 Trust F 913,289 40,878,822
* T. Rowe Price Retirement 2055 Trust F 1,008,196 45,177,280
* T. Rowe Price Retirement 2060 Trust F 1,000,522 28,684,962
* T. Rowe Price Retirement 2065 Trust F 231,706 4,154,497
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Identity of issuer, borrower,
lessor, or similar party 		Description Shares Fair
value
* T. Rowe Price Stable Value Fund Class N 26,733,578 26,733,578
Total common collective trust funds $ 324,904,926
*
Notes receivable from Participants, interest rates range from 4.25% - 9.50% and maturities of February 2026 to August 2035.
1,659,616
Total investments $ 608,695,952
Historical cost information is not presented on this schedule, as all investments are participant directed.
* Indicates a party in interest to the Plan.
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Signature
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, LiveRamp Holdings, Inc. has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
LiveRamp Holdings, Inc.
As Sponsor and Administrator of the
LiveRamp Holdings, Inc. Retirement Savings Plan
June 25, 2026
By: /s/ Jerry C. Jones
Jerry C. Jones
EVP, Chief Ethics and Legal Officer and Secretary
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