The Company has authorized 200.0 million shares of $0.10 par value common stock and 1.0 million shares of $1.00 par value preferred stock. The board of directors of the Company may designate the relative rights and preferences of the preferred stock when and if issued. Such rights and preferences could include liquidation preferences, redemption rights, voting rights and dividends, and the shares could be issued in multiple series with different rights and preferences. There has not been any preferred stock activity in the periods presented.

On August 29, 2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded, most recently on February 12, 2026, to authorize an additional $200.0 million in share repurchases and extend the term of the existing common stock repurchase program. Under the modified common stock repurchase program, the Company may purchase up to $1.5 billion of its common stock through the period ending December 31, 2027. During the twelve months ended March 31, 2026, the Company repurchased 7.1 million shares of its common stock for $194.4 million under the stock repurchase program. During the twelve months ended March 31, 2025, the Company repurchased 3.8 million shares of its common stock for $101.1 million under the stock repurchase program. During the twelve months ended March 31, 2024, the Company repurchased 2.1 million shares of its common stock for $60.5 million under the stock repurchase program. Through March 31, 2026, the Company has repurchased 48.6 million shares of its common stock for $1.2 billion, leaving remaining capacity of $261.8 million under the stock repurchase program. In accordance with the Merger Agreement, the Company has paused repurchases under its stock repurchase program through the completion of the Merger. For more information regarding the Merger, see Note 18, “Subsequent Events,” of the Notes to Consolidated Financial Statements accompanying this report.


	For the twelve months ended
	March 31,
	2026		2025
Excise tax payments and accruals included in the consolidated statements of equity:
Acquisition of treasury stock	$	1,256	$	187

Excise tax payments included in the consolidated statements of cash flows:
Acquisition of treasury stock	$	128	$	58

The Company has stock option, equity compensation, and stock purchase plans for which a total of 54.0 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At March 31, 2026, there were a total of 7.3 million shares available for future grants under the plans, of which 0.6 million shares relate to the Company's qualified employee stock purchase plan.

During the twelve months ended March 31, 2026, the board of directors voted to amend the Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") to increase the number of shares available under the 2005 Plan by 2.5 million shares. The amendment received shareholder approval at the August 2025 annual shareholders' meeting. This increased the 2005 Plan shares from 48.9 million shares at March 31, 2025 to 51.4 million shares beginning in the quarter ended September 30, 2025 and increased the total number of shares reserved for issuance since inception of all plans from 51.5 million shares at March 31, 2025 to 54.0 million shares beginning in the quarter ended September 30, 2025.

During the twelve months ended March 31, 2025, the board of directors voted to amend the 2005 Plan to increase the number of shares available under the 2005 Plan by 2.5 million shares. The amendment received shareholder approval at the August 2024 annual shareholders' meeting. This increased the 2005 Plan shares from 46.4 million shares at March 31, 2024 to 48.9 million shares beginning in the quarter ended September 30, 2024 and increased the total number of shares reserved for issuance since inception of all plans from 49.0 million shares at March 31, 2024 to 51.5 million shares beginning in the quarter ended September 30, 2024.

During the twelve months ended March 31, 2024, the board of directors voted to amend the 2005 Plan to increase the number of shares available under the 2005 Plan by 4.0 million shares. The amendment received shareholder approval at the August 2023 annual shareholders' meeting. This increased the 2005 Plan shares from 42.4 million shares at March 31, 2023 to 46.4 million shares beginning in the quarter ended September 30, 2023 and increased the total number of shares reserved for issuance since inception of all plans from 45.0 million shares at March 31, 2023 to 49.0 million shares beginning in the quarter ended September 30, 2023.

The Company's stock-based compensation activity for the twelve months ended March 31, 2026, 2025, and 2024, by award type, was (dollars in thousands):



	For the twelve months ended March 31,
	2026		2025		2024
Stock options	$	2,091	$	3,236	$	1,014

Restricted stock units, time-vesting	54,649		82,715		56,583
Restricted stock units, performance-based	16,950		13,359		7,403

Habu restricted stock awards	44		814		144



Acuity performance plan	—		—		165
DataFleets acquisition consideration holdback	—		—		2,266
Habu acquisition consideration holdback	6,651		4,879		813
Employee stock purchase plan	1,468		1,726		1,666
Directors stock-based compensation	1,135		1,250		1,250
Total non-cash stock-based compensation included in the consolidated statements of operations	82,988		107,979		71,304
Less expense related to liability-based equity awards	(6,688)		(4,948)		(3,247)

Total non-cash stock-based compensation included in the consolidated statements of equity	$	76,300	$	103,031	$	68,057


	For the twelve months ended March 31,
	2026		2025		2024
Cost of revenue	$	4,917	$	6,165	$	3,553
Research and development	25,562		41,704		27,189
Sales and marketing	22,920		27,470		18,948
General and administrative	29,589		32,640		21,614
Total non-cash stock-based compensation included in the consolidated statements of operations	$	82,988	$	107,979	$	71,304

The following table provides the expected future expense for all of the Company's outstanding equity awards at March 31, 2026, by award type (dollars in thousands).


	For the twelve months ended March 31,
	2027		2028		2029		Total
Stock options	$	1,023	$	95	$	—	$	1,118
Restricted stock units	50,941		28,033		4,436		83,410
Habu restricted stock awards	6		—		—		6
Habu acquisition consideration holdback	2,296		—		—		2,296
Employee stock purchase plan	251		—		—		251
Expected future expense	$	54,517	$	28,128	$	4,436	$	87,081

During the twelve months ended March 31, 2024, in connection with the acquisition of Habu, the Company replaced all unvested outstanding stock options held by Habu employees immediately prior to the acquisition with options to acquire shares of LiveRamp common stock having substantially the same terms and conditions as were applicable under the original options. In total, the Company issued 252,364 replacement options at a weighted-average exercise price of $8.91 per share. The acquisition-date fair value of the replacement stock options was $7.9 million and was determined using a binomial lattice model. Of the $7.9 million acquisition-date fair value, $0.3 million was attributed to pre-combination service and treated as a component of purchase consideration transferred. The remaining $7.5 million of acquisition-date fair value is considered future compensation cost and will be recognized as stock-based compensation cost over the remaining service period of the replacement options.

Stock option activity for the twelve months ended March 31, 2026 was:


				Weighted average
		Weighted average		remaining	Aggregate
	Number of	exercise price		contractual term	Intrinsic value
	shares	per share		(In years)	(In thousands)
Outstanding at March 31, 2025	370,596	$	13.20

Exercised	(268,518)	$	14.54		$	3,948
Forfeited or canceled	(11,468)	$	9.61
Outstanding at March 31, 2026	90,610	$	9.69	6.6	$	1,525
Exercisable at March 31, 2026	52,024	$	9.76	6.2	$	872

The aggregate intrinsic value for options exercised in the twelve months ended March 31, 2026, 2025, and 2024 was $3.9 million, $3.5 million, and $0.9 million, respectively. The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between LiveRamp’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had they exercised their options on March 31, 2026. This amount changes based upon changes in the fair market value of LiveRamp’s common stock.


					Options outstanding				Options exercisable
Range of						Weighted average	Weighted average			Weighted average
exercise price					Options	remaining	exercise price		Options	exercise price
per share					outstanding	contractual life	per share		exercisable	per share
$	1.20	—	$	9.99	88,900	6.7 years	$	9.47	50,314	$	9.36

$	20.00	—	$	24.99	1,710	0.3 years	$	21.32	1,710	$	21.32

					90,610	6.6 years	$	9.69	52,024	$	9.76

During the twelve months ended March 31, 2024, in connection with the acquisition of Habu, the Company replaced the unvested outstanding restricted stock shares held by Habu employees immediately prior to the acquisition with restricted shares of LiveRamp common stock having substantially the same terms and conditions as were applicable under the original restricted stock agreement. The conversion calculation resulted in the issuance of 36,118 replacement restricted stock shares having an acquisition-date fair value of $1.4 million. Of the $1.4 million acquisition-date fair value, $0.1 million was attributed to pre-combination service and treated as a component of purchase consideration transferred. The remaining $1.3 million of acquisition-date fair value is considered future compensation cost and will be recognized as stock-based compensation cost over the remaining service period of the replacement restricted stock shares.

The total fair value of restricted stock awards vested during twelve months ended March 31, 2026 and 2025 was $0.0 million and $0.8 million, respectively, and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested. No restricted stock awards vested during the twelve months ended March 31, 2024.

During the twelve months ended March 31, 2026, the Company granted time-vesting RSUs covering 2,201,909 shares of common stock and having a fair value at the date of grant of $64.5 million. The RSUs granted in fiscal 2026 will vest over three years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant.

During the twelve months ended March 31, 2025, the Company granted time-vesting RSUs covering 2,036,456 shares of common stock and having a fair value at the date of grant of $65.2 million. The RSUs granted in fiscal 2025 will vest over three years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant.

During the twelve months ended March 31, 2024, the Company granted time-vesting RSUs covering 1,783,478 shares of common stock and having a fair value at the date of grant of $48.6 million. Of the RSUs granted in fiscal 2024, 999,987 vest over three years and 783,491 vest over two years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant.

During the twelve months ended March 31, 2024, in connection with the acquisition of Habu, the Company replaced the unvested outstanding time-vesting RSUs held by Habu employees immediately prior to the acquisition with LiveRamp RSUs covering 410,853 shares of common stock having an acquisition-date fair value of $16.2 million. The replacement RSUs have substantially the same terms and conditions as were applicable under the original RSU agreement. The replacement RSUs vest subject to post-combination service requirements, as the awards were granted in conjunction with the closing of the acquisition. As a result, the acquisition-date fair value is considered future compensation cost and will be recognized as stock-based compensation cost over the vesting period of the replacement RSUs. At March 31, 2026, the replacement RSUs had a remaining weighted-average contractual term of 0.8 years.

RSU activity for the twelve months ended March 31, 2026 was:


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2025	2,985,522	$	32.27	1.76
Granted	2,201,909	$	29.31

Vested	(1,831,969)	$	32.01
Forfeited or canceled	(434,320)	$	31.22
Outstanding at March 31, 2026	2,921,142	$	30.36	1.89

Under the total shareholder return ("TSR") performance plan, units covering 154,299 shares of common stock were granted having a fair value at the date of grant of $6.4 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the talent and compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2025 to March 31, 2028.

Under the operating metrics performance plan, units covering 360,036 shares of common stock were granted having a fair value at the date of grant of $10.6 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the talent and compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2026, 2027, and 2028.

Under the international operating metrics performance plan, units covering 6,491 shares of common stock were granted having a fair value at the date of grant of $0.2 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the talent and compensation committee and continuous employment through the vesting date. The units are subject to vesting or forfeiture, 100% or 0%, respectively, based on the attainment of a performance target at the end of the performance period that is based on international operating income metrics for the fiscal year 2027.

Under the TSR performance plan, units covering 128,953 shares of common stock were granted having a fair value at the date of grant of $5.6 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the talent and compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2024 to March 31, 2027.

Under the operating metrics performance plan, units covering 300,904 shares of common stock were granted having a fair value at the date of grant of $9.9 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the talent and compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2025, 2026, and 2027.

Under the international operating metrics performance plan, units covering 35,658 shares of common stock were granted having a fair value at the date of grant of $1.2 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the talent and compensation committee and continuous employment through the vesting date. The units are subject to vesting or forfeiture, 100% or 0%, respectively, based on the attainment of a performance target at the end of the performance period that is based on an international operating income metrics for the fiscal year 2027.

Under the TSR performance plan, units covering 199,946 shares of common stock were granted having a fair value at the date of grant of $8.4 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the talent and compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2023 to March 31, 2026. As of March 31, 2026, 158,486 units, net of forfeitures, remain eligible for award under this plan. The final performance measurement resulted in approximately 94% attainment, or 149,115 shares. The shares are expected to be delivered in the first and third quarters of fiscal 2027 subject to talent and compensation committee approval. The remaining 9,371 units are expected to be canceled at that time.

Under the operating metrics performance plan, units covering 466,550 shares of common stock were granted having a fair value at the date of grant of $12.6 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the talent and compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2024, 2025, and 2026. As of March 31, 2026, 369,807 units, net of forfeitures, remain eligible for award under this plan. The final performance measurement resulted in approximately 97% attainment, or 358,708 shares. The shares are expected to be delivered in the first and third quarters of fiscal 2027 subject to talent and compensation committee approval. The remaining 11,099 units are expected to be canceled at that time.

PSU activity for the twelve months ended March 31, 2026 was:


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2025	1,395,426	$	31.36	1.13
Granted	520,826	$	33.07

Vested	(332,745)	$	25.87

Forfeited or canceled	(138,432)	$	29.42
Outstanding at March 31, 2026	1,445,075	$	33.43	1.06

During the twelve months ended March 31, 2024, in connection with the acquisition of Habu, $14.6 million of the acquisition consideration otherwise payable with respect to incentive compensation and shares of Habu common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a "Holdback Agreement"). Each Holdback Agreement specifies that the consideration holdback will vest in three equal annual increments on the anniversary of the January 31, 2024 closing date, with provisions for accelerated settlement under certain circumstances. Vesting is subject to the Habu key employees' continued employment through each annual vesting date and will be settled in cash, shares of Company common stock, or any combination of cash and Company common stock, at the Company's discretion. Through March 31, 2026, the Company has recognized a total of $12.3 million as stock-based compensation expense related to the Habu consideration holdback. At March 31, 2026, the recognized, but unpaid, balance related to the Habu consideration holdback in other accrued expenses in the consolidated balance sheet was $2.6 million. An accelerated settlement of $2.1 million will occur in the first quarter of fiscal 2027 and the third annual remaining settlement of $2.8 million is expected to occur in the fourth quarter of fiscal 2027.

Under the Company's ESPP, all eligible employees are permitted to authorize payroll deductions of up to the applicable ESPP and statutory limits to purchase shares of common stock. The ESPP provides for offering periods that are every six months. ESPP purchases generally occur on May 31st and November 30th each year. At each purchase date, employees are able to purchase shares at 85% of the lower of (1) the closing market price per share of common stock on the employee's enrollment into the applicable offering period and (2) the closing market price per share of common stock on the purchase date.

During the twelve months ended March 31, 2026, 166,077 shares of common stock were purchased under the ESPP at a weighted-average price of $25.91 per share, resulting in cash proceeds of $4.3 million over the relevant offering periods. During the twelve months ended March 31, 2025, 187,764 shares of common stock were purchased under the ESPP at a weighted-average price of $26.25 per share, resulting in cash proceeds of $4.9 million over the relevant offering periods. During the twelve months ended March 31, 2024, 216,699 shares of common stock were purchased under the ESPP at a weighted-average price of $19.76 per share, resulting in cash proceeds of $4.3 million over the relevant offering periods.