LiveRamp Holdings, Inc. Q4 FY2026 earnings

Completion of the pending Merger is subject to conditions outside the company's control, including approval by holders of 66 2/3% of voting power, expiration of the Hart-Scott-Rodino waiting period, and receipt of non-U.S. antitrust, foreign direct investment and CFIUS approvals. Failure to close could depress the trading price of RAMP common stock, which may currently reflect an assumption the Merger will be completed, and would leave the company as a standalone public company bearing the costs already incurred.

The company has incurred and will continue to incur significant legal, advisory and financial services fees in connection with the Merger, and would owe Parent a termination fee of up to $32,350,000 if the Merger Agreement is terminated under certain circumstances. Those costs would consume cash otherwise available for general corporate purposes.

The ten largest customers represented approximately 30% of revenues in the twelve months ended March 31, 2026. Some significant customers use their size and relative importance to demand more favorable terms, price concessions or restrictions on the company's business, and the loss of or decrease in revenue from any such customer could materially reduce revenue.

Sustaining subscription revenue depends on customer renewals and expansion, and existing customers have no obligation to renew at expiration. A decline in new or renewed subscription contracts in any period may not be immediately reflected in reported results for that period but would reduce subscription revenue in future periods, with macroeconomic and geopolitical conditions pressuring advertising spend, lengthening payment terms and increasing discount pressure.

The company operates in a highly competitive and rapidly changing industry, and new technologies including Artificial Intelligence and an influx of new entrants are expected to intensify competition. Competitors may respond faster to changing customer requirements or price aggressively by accepting lower margins, which could force RAMP to cut prices and compress operating margin.

Much of the data used in the platform is purchased or licensed from third-party data suppliers, and suppliers could withhold or limit data if they are acquired by a competitor, if contracts are breached, or if legislation restricts collection and use. Enacted or proposed state-level data broker legislation applies to the company, potentially reducing available data and exposing it to negative perceptions.

A majority of the U.S. population is now covered by State Consumer Privacy Acts that were effective as of January 1, 2026, alongside the CCPA, CPRA and California's Delete Act (SB 362), which starting August 1, 2026 requires data brokers to process deletion requests through the state-hosted DROP platform. The GDPR and the European Commission's Digital Omnibus package proposed in November 2025 could add consent and compliance obligations and penalties, and if the legal bases for EU-to-U.S. data transfers are invalidated the company's ability to provide services could be affected.

Beginning on May 16, 2026 the company became subject to no-shop restrictions limiting its ability to solicit or negotiate alternative acquisition proposals, and the Merger Agreement imposes interim operating covenants restricting specified actions until closing or termination. These limits could prevent the company from pursuing strategic opportunities or responding to competitive pressures.

The business relies on third-party cookies, pixels and mobile device identifiers to collect advertising data, and browser or platform changes, opt-out signals such as the California Opt Me Out Act, and EU ePrivacy consent requirements could limit this. Although Google announced in April 2025 that it will not roll out a standalone prompt for third-party cookies in Chrome, ongoing efforts in this area could still substantially impact data collection, and developing substitute tools may be costly and less effective.

Growth depends on attracting, onboarding and retaining highly trained technical, sales and research personnel in a historically competitive labor market with a limited supply of qualified people. Uncertainty surrounding the Merger, including employee concerns about future roles, may impair retention and productivity, and existing succession plans may be insufficient to ensure continuity.

Economic slowdowns, macroeconomic growth conditions and increasing global geopolitical tensions, including military conflicts in Europe and the Middle East and U.S. tariffs with corresponding retaliation, have affected and may continue to affect spending on advertising products and customer purchasing decisions. The company received approximately 6% of revenues from business outside the United States in the twelve months ended March 31, 2026 and has not hedged foreign currency exposure.

The majority of platform functions are served from third-party data center hosting facilities operated by Google Cloud Platform and Amazon Web Services, and the company incurs significant third-party hosting costs. Termination, service lapse, damage or price increases at these providers, which may not be able to be passed on to customers, could interrupt the platform and harm operating results.