Every material Form 8-K LiveRamp Holdings has filed with the SEC since March 03, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
LiveRamp Holdings, Inc. completed its merger, converting each share of common stock into the right to receive $38.50 in cash. As a result of the acquisition, the company became a wholly owned subsidiary of Parent, its shares were delisted from the New York Stock Exchange on November 2, 2026, and all previous directors and executive officers resigned.
Common stock was converted into the right to receive $38.50 in cash per share at the effective time of the merger.
Trading of company common stock on the NYSE was halted and removed prior to market open on November 2, 2026.
Chief Product Officer Matt Karasick received an approved retention award totaling $1,625,000.
All members of the board of directors and executive officers resigned effectively at the effective time of the merger.
LiveRamp Holdings disclosed an October 22, 2026 agreement with Vihan Sharma covering his historic accrued vacation time. The company agreed to pay him approximately €600,000, and he agreed to release all claims against the company related to that vacation time. The filing discloses a one-time payment and settlement of claims, with no change in financial guidance or results stated.
Agreement entered into October 22, 2026, and reported in a Form 8-K dated October 28, 2026
Company to pay Vihan Sharma approximately €600,000
Sharma releases any and all claims against the company related to his historic accrued vacation time
LiveRamp's board cut its size from seven directors to six on August 17, 2026, eliminating the seat left open when director Kristi Argyilan resigned on July 17, 2026. The board also redesignated director Vivian Chow to a class whose term expires at the 2028 annual meeting, to keep the classes balanced.
Kristi Argyilan resigned from the board on July 17, 2026; she had served since February 11, 2026.
On August 17, 2026, the board reduced its size from seven directors to six.
Vivian Chow was moved from the class with a 2029 term to the class whose term expires at the 2028 annual meeting, effective August 17, 2026.
The changes followed the company's 2026 special meeting of stockholders held on August 17, 2026.
At a special meeting on August 17, 2026, LiveRamp stockholders adopted the May 16, 2026 Agreement and Plan of Merger under which Merger Sub will merge into LiveRamp, making it a wholly owned subsidiary of MMS USA Holdings. Stockholders also elected three directors, approved a 2,500,000-share increase to the 2005 Equity Compensation Plan, and did not approve merger-related executive compensation in an advisory vote.
Merger Agreement adopted with 51,578,202 votes for, 60,073 against and 53,553 abstentions, out of 60,786,315 shares outstanding on the June 18, 2026 record date.
Merger-related compensation of named executive officers was not approved in an advisory vote: 44,262,875 against and 7,304,002 for.
Timothy R. Cadogan, Vivian Chow and Scott E. Howe were elected to the Board for terms expiring at the 2029 Annual Meeting.
The 2005 Equity Compensation Plan was amended to add 2,500,000 shares, with the plan text filed as Exhibit 10.1.
LiveRamp reported results for the quarter ended June 30, 2026. Total revenue rose 10% to $214 million and GAAP operating income was $20 million, compared with $7 million a year earlier. The company will not hold an earnings call or give financial guidance because of its pending all-cash acquisition by Publicis Groupe at $38.50 per share, with a shareholder vote scheduled for August 17, 2026.
Total revenue was $214 million, up 10%; subscription revenue was $160 million, up 8%.
GAAP income from operations was $20 million versus $7 million; GAAP diluted EPS was $0.28 versus $0.12.
No earnings conference call or financial guidance was provided, citing the pending Publicis Groupe transaction.
The Publicis deal values LiveRamp's equity at $38.50 per share in cash; the shareholder vote is scheduled for August 17, 2026.
LiveRamp Holdings disclosed that director Kristi Argyilan informed the board on July 17, 2026 that she is resigning, effective immediately. The company states the resignation was not due to any disagreement over its operations, policies or practices.
Kristi Argyilan resigned from the LiveRamp board, effective immediately, after informing the board on July 17, 2026.
She had served as a director since February 11, 2026.
The filing states the resignation was not the result of a disagreement with the company on operations, policies or practices.
On May 16, 2026, LiveRamp agreed to be acquired by a subsidiary of Publicis for $38.50 per share in cash, an equity value of $2.5 billion and a 30% premium to the May 15, 2026 closing price. The deal requires stockholder approval and regulatory clearances, including CFIUS approval, and is expected to close by the end of calendar 2026. Alongside the deal, fiscal fourth-quarter revenue rose 9% to $206 million and non-GAAP operating income rose 75% to $40 million, but the company will not hold an earnings call or provide guidance.
Merger consideration is $38.50 in cash per share, with a 30% premium to the May 15, 2026 closing stock price
Either party may owe a termination fee of $32,350,000 in certain circumstances; the Outside Date is May 16, 2027
Expected to close by the end of calendar 2026, subject to stockholder approval and regulatory conditions
Q4 FY26 total revenue was $206 million, up 9%; GAAP diluted EPS of $1.12 benefited from a tax valuation allowance release
LiveRamp Holdings disclosed that director Brian O'Kelley informed the Board on March 18, 2026, of his intention to resign, effective immediately. The company stated the resignation was not the result of a disagreement on its operations, policies or practices.
Brian O'Kelley had served as a LiveRamp director since 2023.
Resignation was communicated to the Board on March 18, 2026, and is effective immediately.
The filing states the departure was not due to a disagreement with the company on operations, policies or practices.
LiveRamp Holdings said its board appointed Kristi Argyilan as a director on February 11, 2026, to fill a vacancy in the class whose term expires at the 2027 annual meeting. She receives standard non-employee director compensation and has no committee assignments yet, so the change is administrative and does not signal a shift in business direction.
Kristi Argyilan appointed to the board on February 11, 2026, effective immediately
Fills a vacancy in the class of directors with a term expiring at the 2027 annual meeting
Compensated under the standard non-employee director policy and eligible for the Directors' Deferred Compensation Plan
No committee assignments have been made; no related party transactions reported
LiveRamp reported third-quarter fiscal 2026 results for the quarter ended December 31, 2025, with total revenue of $212 million, up 9%, and GAAP operating income of $40 million compared with $15 million a year earlier. The company now expects fiscal 2026 revenue of $810 million to $814 million, an increase of 9%, and shareholders get higher reported profit alongside continued share buybacks of $119 million fiscal year-to-date.
Q3 total revenue $212 million, up 9%; subscription revenue $158 million, up 9%
GAAP diluted EPS $0.62 vs $0.17; non-GAAP diluted EPS $0.76 vs $0.55
Q4 fiscal 2026 revenue guided to $203 million to $207 million; GAAP operating income about $16 million
Fiscal year-to-date share repurchases totaled 4.3 million shares for $119 million
LiveRamp Holdings said its Chief Technology Officer, Mohsin Hussain, will cease serving in that role and his employment will end effective as of the end of fiscal 2026. The filing gives no successor name, financial figures, or reason for the change.
Mohsin Hussain, Chief Technology Officer, will cease serving in the role.
His employment with the company will terminate effective as of the end of fiscal 2026.
The announcement was made on December 12, 2025, and the filing was signed by Jerry C. Jones, EVP, Chief Ethics and Legal Officer and Secretary.
LiveRamp reported results for the quarter ended September 30, 2025, with total revenue up 8% to $200 million and GAAP diluted earnings per share of $0.42, compared with $0.03 a year earlier. The company also issued an updated fiscal 2026 outlook, with full-year revenue now expected at $804 million to $818 million and non-GAAP operating income at $178 million to $182 million.
Q2 total revenue $200 million, up 8%; subscription revenue $150 million, up 5%; Marketplace & Other revenue $50 million, up 18%
GAAP income from operations $21 million versus $7 million a year earlier; non-GAAP operating income $45 million, up 10%
GAAP diluted EPS $0.42 versus $0.03; non-GAAP diluted EPS $0.55 versus $0.51
Q3 fiscal 2026 revenue guidance of $209 million to $213 million; ARR $516 million, up 7%
At the August 12, 2025 annual meeting, shareholders approved increasing the shares available under LiveRamp's 2005 Equity Compensation Plan by 2,500,000, and elected Clark M. Kokich and Brian O'Kelley to three-year terms. On August 13, 2025, director Omar Tawakol, who had served since 2021, notified the board that he would resign effective immediately.
Shareholders approved 2,500,000 additional shares under the 2005 Plan: 39,267,480 for, 12,950,377 against, 287,460 abstained.
Omar Tawakol resigned from the Board effective immediately; he notified the board on August 13, 2025.
Clark M. Kokich and Brian O'Kelley were elected to terms expiring at the 2028 annual meeting.
Shareholders approved the named executive officer compensation on an advisory basis: 51,164,527 for, 1,289,301 against.
LiveRamp reported results for the first quarter of fiscal 2026, ended June 30, 2025. Revenue rose 11% to $195 million, and GAAP operating income was $7 million, compared with a $5 million loss a year earlier. The company also gave Q2 and full-year fiscal 2026 guidance, which shareholders can compare with future results.
Q1 total revenue was $195 million, up 11%; subscription revenue was $148 million, up 10%
GAAP diluted EPS was $0.12 versus a $0.11 loss a year earlier; non-GAAP diluted EPS was $0.44 versus $0.35
Fiscal 2026 guidance: revenue of $798 million to $818 million and non-GAAP operating income of $178 million to $182 million
Net cash used in operating activities was $16 million; share repurchases totaled $30 million
LiveRamp reported fourth-quarter fiscal 2025 revenue of $189 million, up 10%, and a GAAP operating loss of $12 million, narrower than $14 million a year earlier. Its fiscal 2026 guidance calls for revenue of $787 million to $817 million but a GAAP operating loss of $178 million to $182 million, compared with GAAP operating income of $5 million in fiscal 2025, so shareholders face mixed signals on growth versus profitability.
Q4 total revenue was $189 million, up 10%; GAAP operating loss was $12 million versus $14 million a year earlier.
Q4 GAAP diluted loss per share was $0.10, compared with $0.08 a year earlier.
Fiscal 2026 guidance: revenue of $787 million to $817 million, GAAP operating loss of $178 million to $182 million, and non-GAAP operating income of $85 million to $89 million.
A workforce restructuring of about 5% of full-time employees, announced March 6, drove $7.2 million of Q4 restructuring and related charges.
On March 6, 2025, LiveRamp announced a workforce restructuring affecting about 65 full-time employees, or roughly 5% of its full-time staff, as part of a broader strategic reprioritization. The company estimates about $6.5 million in restructuring and related charges, mostly severance and benefits, with substantially all expected in the fourth quarter of fiscal 2025. On March 7 it updated GAAP operating income guidance to a ($13.0) million loss for the fourth quarter and $5.0 million for the fiscal year, while reaffirming its revenue and non-GAAP operating income guidance.
About 65 full-time employees, roughly 5% of the workforce, affected by the restructuring.
Restructuring and related charges estimated at about $6.5 million, mainly severance and benefits, substantially all in the quarter ending March 31, 2025.
GAAP operating income guidance: ($13.0) million for the fourth quarter and $5.0 million for fiscal year 2025.
Revenue and non-GAAP operating income guidance reaffirmed; Exhibit 99.1 shows non-GAAP operating income of $22.0 million for the quarter and $135.0 million for the year.
LiveRamp said Chief Product Officer Kimberly Bloomston stopped serving in that role on March 1, 2025, and her employment will end at the close of fiscal 2025. She will receive a lump sum severance payment of $1,088,819, conditioned on signing a separation agreement and release of claims, and will provide limited consulting services until March 31, 2026. The filing does not describe a successor or a financial impact beyond these payments.
Severance: lump sum cash payment of $1,088,819, plus a lump sum to cover COBRA coverage for 12 months
Employment ends at the end of fiscal 2025; ceased serving as Chief Product Officer effective March 1, 2025
Consulting agreement runs until March 31, 2026 at an hourly fee of $215
Prorated vesting acceleration of performance-based RSUs based on actual performance
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every LiveRamp Holdings filing is on SEC EDGAR ↗. 8-K briefs of other companies →