LiveRamp today reported first-quarter fiscal 2027 revenue of $214.0 million, a 9.8% increase, while confirming that its shareholders vote on the Publicis Groupe takeover on August 17, 2026. The company held no earnings call and issued no financial guidance.

The San Francisco-based data collaboration company, listed on the New York Stock Exchange under the ticker RAMP, published results for the three months ended June 30, 2026 alongside a quarterly report filed with the Securities and Exchange Commission. According to LiveRamp, the decision to skip both the conference call and the guidance was taken in light of the pending transaction with Publicis Groupe, which valued the company's equity at $38.50 per share when the definitive agreement was signed on May 16, 2026 and announced the following day.

This is the first full quarter LiveRamp has reported under merger constraints, and the filing shows where those constraints bite. Share repurchases, which absorbed $194 million across fiscal 2026, have been suspended. Capital expenditure, material transactions, asset disposals and new indebtedness now require the consent of the acquiring entity. What remains is an operating business that grew faster on the bottom line than the top.

Revenue mix tilts toward the marketplace

Total revenue of $214.0 million compares with $194.8 million in the corresponding quarter a year earlier, an increase of $19.2 million. Subscription revenue, the larger of the two reported lines, reached $160.4 million, up 8.1%. Marketplace and Other revenue reached $53.6 million, up 15.4%.

The split matters because the two lines behave differently. Subscription revenue is contracted, priced primarily on data volume, and largely fixed: approximately 84% of total subscription revenue in the quarter was fixed and 16% was usage-based, according to the company. Marketplace and Other revenue is transactional, generated through revenue-sharing arrangements with data sellers and usage-based agreements with publishers and addressable TV providers. Data Marketplace revenue alone rose 13% year over year to $40 million.

Subscription growth was attributed to upsell with existing customers and higher variable revenue. Marketplace growth came from Data Marketplace and other transactional activity. The pattern extends a trend visible a year earlier, when subscription revenue grew 10.1% and Marketplace and Other grew 12.8% in the same quarter of fiscal 2026.

Headline growth, however, decelerated. The 9.8% increase compares with 10.7% in the year-ago quarter. Geographically, United States revenue rose $16.7 million, or 9.1%, to $201.0 million. International revenue rose $2.5 million, or 23.2%, to $13.0 million, with exchange rate differences contributing roughly 2 percentage points of that international growth. Europe accounted for $11.0 million of the international total, Asia-Pacific for $1.7 million.

Margins expand as merger costs land

Cost of revenue was $63.0 million, an 8.1% increase. That figure includes identity graph data, other third-party data, cloud hosting, IT, security and product operations. Cloud infrastructure costs rose $6.0 million, which the company attributed to increased customer usage and platform migration work.

Gross profit reached $150.9 million, a 70.5% margin against 70.1% a year earlier. Beneath that stable headline sits an unusual regional divergence: United States gross margin fell to 70.1% from 70.6%, while international gross margin climbed to 77.5% from 60.5%.

Operating expenses barely moved, rising 1.2% to $130.8 million, and the composition changed materially. Research and development fell 6.2% to $37.1 million, or 17.4% of revenue against 20.3% a year earlier, a decline driven primarily by lower stock-based compensation. Sales and marketing was flat at $51.9 million, with increases in third-party marketing and event spending offset by lower stock compensation and lower bad debt provisions. General and administrative fell 5.9% to $35.1 million, with professional services expenses down $3.3 million, largely reflecting reduced litigation costs tied to a class action lawsuit and lower fees for strategic corporate initiatives.

The line that moved most was gains, losses and other items, net, which rose to $6.6 million from $0.4 million. Of that, $6.5 million represents legal and professional services fees associated with the merger agreement. Employee-related restructuring charges in the quarter amounted to $56,000, and the restructuring liability fell from $4.9 million at March 31 to $944,000 at June 30.

GAAP income from operations reached $20.2 million against $7.2 million, lifting operating margin to 9.4% from 3.7%. On a non-GAAP basis, which excludes purchased intangible amortization of $2.8 million, non-cash stock compensation of $20.9 million and the restructuring and merger charges, operating income was $50.4 million and operating margin 23.6%, against 18.4% a year earlier. Adjusted EBITDA was $51.0 million against $36.4 million.

Net earnings were $17.5 million, or $0.28 per diluted share, compared with $7.7 million and $0.12. Non-GAAP net earnings were $40.1 million, or $0.65 per diluted share. The effective tax rate fell to 24.7% from 29.1%, which the company attributed to changes in valuation allowance and unrecognized tax benefits, partly offset by nondeductible stock-based compensation.

Diluted weighted average shares fell 7% to 61.8 million from 66.7 million, a direct consequence of prior buyback activity. That reduction flatters per-share figures independent of operating performance.

Cash generation reverses

Net cash provided by operating activities was $17.0 million, against $15.8 million used a year earlier. Free cash flow, defined as operating cash flow less capital expenditure, was $16.3 million against negative $16.2 million.

The swing came almost entirely from working capital timing rather than a change in profitability. Accounts receivable consumed $4.0 million in the quarter against $34.3 million a year earlier. Accounts payable and other liabilities used $37.3 million, reflecting payment of fiscal 2026 annual incentive compensation.

Cash and cash equivalents stood at $363.5 million at June 30, down from $379.5 million at March 31. Approximately $24.1 million, or 6.6% of the total, sits outside the United States. Days sales outstanding was 92 days, against 93 at the end of the prior fiscal year. Working capital was $396.4 million. Purchase commitments for data, hosting and software arrangements total $51.3 million through fiscal 2029, and the company carries $38.4 million in liabilities related to uncertain tax positions for which it cannot predict payment timing.

Customer counts flatten

The key performance metrics tell a more restrained story than the revenue line.

Annualized recurring revenue, defined as the last month of quarter fixed subscription revenue annualized, was $539 million, up 7%. Current remaining performance obligations, the contracted revenue expected to be recognized over the next twelve months, was $482 million, also up 7%. Total remaining performance obligations were $684.9 million, down 1% from $690 million a year earlier, with substantially all of it expected to be recognized by December 31, 2032.

Subscription net retention was 103%, down from 104%, which the company attributed to a lower contribution from variable revenue. Platform net retention was 106%.

LiveRamp ended the quarter with 132 customers whose annualized subscription revenue exceeds $1 million, against 127 a year earlier. Measured sequentially, that count fell by one from the 133 reported at March 31, and sits below the 140 recorded at December 31, 2025. Direct subscription customers numbered 845, against 835 a year earlier and 846 at March 31.

For a business that grew revenue 9.8%, the flat customer counts point to expansion within accounts rather than new logo acquisition as the source of growth.

Buybacks stop, guidance stops

LiveRamp repurchased approximately 0.6 million shares for $17.6 million during the quarter, a figure the earnings release rounds to $18 million. Cumulatively, the company has bought back 49.2 million shares for $1.3 billion since the programme began in 2011, leaving $244.2 million of authorised capacity that runs through December 31, 2027.

That capacity will go unused for now. According to the quarterly report, "the Company has paused repurchases under its stock repurchase program through the completion of the Merger." The board had authorised an additional $200 million as recently as February 12, 2026.

The merger mechanics are now on a fixed calendar. LiveRamp filed a definitive proxy statement with the SEC on July 6, 2026 and began mailing it to shareholders on or about July 8. The special meeting to approve the transaction is scheduled for August 17, 2026. Closing is expected before the end of calendar 2026, subject to customary conditions including the shareholder approval and required regulatory clearances. If completed, the common stock will be delisted from the New York Stock Exchange and deregistered.

Commenting on the results, CEO Scott Howe said: "Fiscal 2027 is off to a strong start, with Q1 revenue and operating income ahead of our internal projections. We continue to make good progress with our AI and agentic initiatives with the launch of the LiveRamp Agent Builders Lab and new partnerships with OpenAI, Databricks and Adobe. Finally, our previously announced transaction with Publicis Groupe remains on track to close before the end of calendar 2026."

Separately, the company disclosed that a purported class action filed on January 24, 2025 in the United States District Court for the Northern District of California, Riganian et al v. LiveRamp Holdings, Inc. and LiveRamp, Inc., remains in discovery. The complaint alleges claims under the California Constitution, common law protections against intrusion upon seclusion, the California Invasion of Privacy Act, the Federal Wiretap Act and unjust enrichment, and seeks certification of California and national consumer classes. Class certification issues are anticipated to be determined in early 2027. According to the filing, the company intends to defend the matter vigorously and has not yet determined what effect the lawsuit will have, if any, on its financial position.

India headcount rises by 180

One operational disclosure sits outside the financial tables. As part of a multi-year global workforce strategy, LiveRamp completed the wind down of an arrangement with a third-party service provider in India, brought certain roles in-house, and opened an office in Hyderabad. As of July 1, 2026, headcount increased by approximately 180 employees, taking total headcount in India to roughly 265.

Because the transition occurred after the quarter closed, its cost effects are not reflected in the reported figures. The change converts an outsourced arrangement into direct employment, which shifts spending from third-party services into employee-related expense lines in future periods. Employee-related expenses in the reported quarter were $110.0 million, of which $20.9 million was stock compensation, leaving $89.0 million net against $88.0 million a year earlier.

Product announcements during the quarter

The business highlights section of the release lists five commercial developments, each of which PPC Land has covered as it happened.

LiveRamp confirmed that marketers running ChatGPT ad campaigns can now use its Conversions API Hub to connect conversion events. That integration added a server-side measurement layer to a conversational AI platform whose native attribution tooling had been trailing its commercial growth.

The company embedded identity, activation, collaboration and measurement components into Databricks' agentic customer data platform. Databricks had launched its own agentic CDP in June 2026, and the two companies now occupy adjacent positions in the contest over the governed layer through which AI agents reach first-party data.

The LiveRamp Agent Builders programme, referred to in the release as LAB, opened the platform to partner-built agentson June 17, 2026 with four founding partners. A new integration with Adobe GenStudio for Commerce Media Networks makes commerce purchase data available through the LiveRamp platform for use in Adobe's content supply chain.

A partnership with DoorDash enables measurement matching advertiser data against DoorDash data. That arrangement surfaced publicly on June 4, 2026, when DoorDash repositioned its advertising unit as a commerce media platform serving more than 400,000 advertisers across DoorDash, Wolt and Deliveroo, with early data indicating that over 80% of consumers reached through the integration were new to advertisers.

Why this matters for the marketing community

The financial detail in this quarter is secondary to a structural question that the August 17 vote brings closer to resolution.

LiveRamp sells identity resolution, clean room infrastructure and measurement to advertisers, publishers, retail medianetworks and platforms that frequently compete with each other. Its commercial premise rests on neutrality: both sides of a data collaboration can route first-party records through it because neither believes the intermediary is competing with them. Publicis Groupe is an agency holding company. Once the acquisition closes, that premise carries a qualifier it did not carry a year ago.

The market has already responded. Competing vendors used Cannes Lions 2026 to position themselves as neutral alternatives, and rival holding companies began reviewing their dependencies. Documentation filed with the SEC in June set out the neutrality commitments and the operating structure under which LiveRamp would run as an independent business inside Publicis, with Scott Howe continuing as chief executive.

Nothing in the quarterly numbers indicates that customers have started leaving. Subscription net retention of 103% and direct customer counts of 845 are consistent with a stable base. Annualized recurring revenue growth of 7% and current remaining performance obligation growth of 7% describe a business booking contracts at roughly the pace it did before the deal was announced.

What the numbers cannot show is renewal behaviour that has not yet been tested. Enterprise identity contracts run for years, and the customers most exposed to the neutrality question, meaning advertisers and publishers competing directly with Publicis clients, will make their decisions at renewal rather than mid-term. The 132 customers above $1 million in annualized subscription revenue represent the concentration where that risk sits.

The company continued shipping product through the quarter in ways that assume continuity. On August 4, 2026, one day before this earnings release, LiveRamp added Meta as a reporting source within Cross-Media Intelligence, extending de-duplicated reporting into the largest social platform. Agentic pilots for commerce media networks began in June. The Data Marketplace was reworked into a licensing hub for AI training data and models in January 2026.

For media buyers and measurement teams, the practical horizon is now short. The shareholder vote falls on August 17. Regulatory clearance and closing follow before the end of the calendar year. After that, the identity layer that a large share of the programmatic and retail media ecosystem depends on will sit inside an agency holding company for the first time.

Timeline

Summary

Who: LiveRamp Holdings, Inc. (NYSE: RAMP), the San Francisco-based data collaboration company led by chief executive Scott Howe, currently subject to a pending acquisition by Publicis Groupe.

What: First-quarter fiscal 2027 results showing revenue of $214.0 million, up 9.8%, GAAP operating income of $20.2 million against $7.2 million, non-GAAP operating income of $50.4 million, diluted earnings per share of $0.28, annualized recurring revenue of $539 million and 845 direct subscription customers. Share repurchases are paused under merger terms, no guidance was issued, and no earnings call was held.

When: Results published on August 5, 2026, covering the three months ended June 30, 2026. The shareholder vote on the merger is scheduled for August 17, 2026, with closing expected before the end of calendar 2026.

Where: LiveRamp is headquartered at 225 Bush Street, San Francisco, California. Revenue by geography splits into $201.0 million in the United States, $11.0 million in Europe, $1.7 million in Asia-Pacific and $0.4 million elsewhere. A new office opened in Hyderabad, India.

Why: The quarter documents an operating business growing revenue at close to 10% while its ownership changes hands. For advertisers, publishers and retail media networks routing first-party data through LiveRamp identity and clean room infrastructure, the August 17 vote moves the neutrality question from open to nearly settled, with contract renewals rather than reported metrics likely to reveal the commercial consequences.