LiveRamp Holdings Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedMarch 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ----- to -----Commission file number001-38669LiveRamp Holdings, Inc.(Exact Name of Registrant as Specified in Its Charter)Delaware(State or Other Jurisdiction of Incorporation orOrganization)83-1269307(I.R.S. Employer Identification No.)225 Bush Street,Seventeenth FloorSan Francisco,CA(Address of Principal Executive Offices)94104(Zip Code)(888)987-6764(Registrant's Telephone Number, Including Area Code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, $.10 Par ValueRAMPNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes[X]No [ ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]No[X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.Yes[X]No [ ] Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" inRule 12b-2 of the Exchange Act.Large accelerated filer[X]Accelerated filer[ ] Smaller reporting company☐Emerging growth company☐ Non-accelerated filer [ ] 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 newrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal conover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuaudit report. [☒] If securities are registered pursuant Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filinreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’sCommon Stock, $.10 par value per share, as of the last business day of the registrant’s most recently completed second fiscal quarter asreported on the New York Stock Exchange was approximately $1,095,854,093. (For purposes of determination of the above stated amountonly, all directors, executive officers and 10% or more shareholders of the registrant are presumed to be affiliates.) The number of shares of common stock, $0.10 par value per share, outstanding as of May16, 2025 was64,991,785. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2025 Annual Meeting of Stockholders (“2025 Proxy Statement”) of LiveRamp Holdings,Inc. (“LiveRamp,” the “Company,” “we”, “us”, or “our”) are incorporated by reference into Part III of this Form 10-K. TABLE OF CONTENTS Page No.Documents Incorporated by Reference2Part IAvailability of SEC Filings and Corporate Governance Information; Cautionary Statements4Item 1.Business7Item 1A.Risk Factors20Item 1B.Unresolved Staff Comments33Item 1C.Cybersecurity33Item 2.Properties34Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures35Part IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities36Item 6.[Reserved]38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations3