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STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | 3 Months Ended
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Jun. 30, 2025
Equity [Abstract] |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | 5. STOCK-BASED COMPENSATION: Stock-based Compensation Plans The Company has stock option and equity compensation plans for which a total of 51.5 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At June 30, 2025, there were a total of 4.8 million shares available for future grants under the plans. During the quarter ended June 30, 2025, 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 is subject to shareholder approval at the August 2025 annual shareholders' meeting. The amendment, if approved, would increase the 2005 Plan shares from 48.9 million shares at March 31, 2025 to 51.4 million shares beginning in the quarter ending September 30, 2025 and increase 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 ending September 30, 2025. Stock-based Compensation Expense The Company's stock-based compensation activity for the three months ended June 30, 2025 and 2024, by award type, was (dollars in thousands):
|  | For the three months ended
|  | June 30,
|  | 2025 |  | 2024
Stock options |  | $ | 705 |  |  | $ | 845 |
Restricted stock units, time-vesting |  | 17,817 |  |  | 21,487 |
Restricted stock units, performance-based |  | 4,933 |  |  | 3,461 |
Habu restricted stock awards |  | 25 |  |  | 213 |
Habu acquisition consideration holdback |  | 1,219 |  |  | 1,218 |
Employee stock purchase plan |  | 398 |  |  | 448 |
Directors stock-based compensation |  | 313 |  |  | 313 |
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | 25,410 |  |  | 27,985 |
Less expense related to liability-based equity awards |  | (1,210) |  |  | (1,218) |
Total non-cash stock-based compensation included in the condensed consolidated statements of equity |  | $ | 24,200 |  |  | $ | 26,767 |
The effect of stock-based compensation expense on operations, by financial statement line item, was (dollars in thousands):
|  | For the three months ended
|  | June 30,
|  | 2025 |  | 2024
Cost of revenue |  | $ | 1,541 |  |  | $ | 1,596 |
Research and development |  | 8,332 |  |  | 10,205 |
Sales and marketing |  | 6,014 |  |  | 7,093 |
General and administrative |  | 9,523 |  |  | 9,091 |
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | $ | 25,410 |  |  | $ | 27,985 |
The following table provides the expected future expense for all of the Company's outstanding equity awards at June 30, 2025, by award type. The amount for fiscal 2026 represents the remaining nine months ending March 31, 2026. All other periods represent fiscal years ending March 31 (dollars in thousands):
|  | For the years ending March 31,
|  | 2026 |  | 2027 |  | 2028 |  | 2029 |  |  |  | Total
Stock options |  | $ | 1,600 |  |  | $ | 1,140 |  |  | $ | 95 |  |  | $ | — |  |  |  |  | $ | 2,835 |
Restricted stock units |  | 51,754 |  |  | 55,416 |  |  | 28,413 |  |  | 2,622 |  |  |  |  | 138,205 |
Habu restricted stock awards |  | 19 |  |  | 6 |  |  | — |  |  | — |  |  |  |  | 25 |
Habu acquisition consideration holdback |  | 3,659 |  |  | 4,067 |  |  | — |  |  | — |  |  |  |  | 7,726 |
Employee stock purchase plan |  | 606 |  |  | — |  |  | — |  |  | — |  |  |  |  | 606 |
Expected future expense |  | $ | 57,638 |  |  | $ | 60,629 |  |  | $ | 28,508 |  |  | $ | 2,622 |  |  |  |  | $ | 149,397 |
Stock Options Activity Stock options activity for the three months ended June 30, 2025 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 |  | (202,320) |  |  | $ | 16.28 |  |  |  |  | $ | 2,702 |
Forfeited or canceled |  | — |  |  | $ | — |  |  |  |  |
Outstanding at June 30, 2025 |  | 168,276 |  |  | $ | 9.50 |  |  | 6.8 |  | $ | 3,961 |
Exercisable at June 30, 2025 |  | 72,722 |  |  | $ | 9.41 |  |  | 5.9 |  | $ | 1,719 |
The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between the Company’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 June 30, 2025. This amount changes based upon changes in the fair market value of the Company's common stock. A summary of stock options outstanding and exercisable as of June 30, 2025 was:
|  |  |  |  |  | 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 |  |  | 160,566 |  |  | 7.1 years |  | $ | 8.94 |  |  | 65,012 |  |  | $ | 8.00 |
$ | 10.00 |  |  | — |  | $ | 19.99 |  |  | — |  |  | 0.0 years |  | $ | — |  |  | — |  |  | $ | — |
$ | 20.00 |  |  | — |  | $ | 24.99 |  |  | 7,710 |  |  | 0.4 years |  | $ | 21.32 |  |  | 7,710 |  |  | $ | 21.32 |
|  |  |  |  |  | 168,276 |  |  | 6.8 years |  | $ | 9.50 |  |  | 72,722 |  |  | $ | 9.41 |
Habu Restricted Stock Awards Habu restricted stock share activity for the three months ended June 30, 2025 was:
|  |  |  | Weighted average |  |
|  |  |  | fair value per |  | Weighted average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Unvested restricted stock awards at March 31, 2025 |  | 1,568 |  |  | $ | 39.48 |  |  | 0.7
Vested |  | (931) |  |  | $ | 39.48 |  |  |
Unvested restricted stock awards at June 30, 2025 |  | 637 |  |  | $ | 39.48 |  |  | 1.0
Restricted Stock Unit Activity Time-vesting restricted stock units ("RSUs") - During the three months ended June 30, 2025, the Company granted time-vesting RSUs covering 1,901,765 shares of common stock and having a fair value at the date of grant of $56.4 million. The RSUs granted in the current year 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. RSU activity for the three months ended June 30, 2025 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 |  | 1,901,765 |  |  | $ | 29.65 |  |  |
Vested |  | (958,343) |  |  | $ | 31.83 |  |  |
Forfeited or canceled |  | (52,668) |  |  | $ | 33.84 |  |  |
Outstanding at June 30, 2025 |  | 3,876,276 |  |  | $ | 31.07 |  |  | 2.30
The total fair value of RSUs vested during the three months ended June 30, 2025 was $32.0 million and is measured as the quoted market price of the Company's common stock on the vesting date times the number of shares vested. Performance-based restricted stock units ("PSUs") Fiscal 2026 plan: During the three months ended June 30, 2025, the Company granted PSUs covering 485,579 shares of common stock having a fair value at the date of grant of $16.1 million. The grants were made under three separate performance plans. Under the total shareholder return ("TSR") performance plan, units covering 143,725 shares of common stock were granted having a fair value at the date of grant of $6.0 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the talent and compensation committee of the board of directors (“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 335,363 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 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 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. Fiscal 2025 plan: Units under the Company's fiscal 2025 TSR performance plan, net of forfeitures, covering 111,652 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. 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. Units under the Company's fiscal 2025 operating metrics performance plan, net of forfeitures, covering 260,532 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. 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. Units under the Company's fiscal 2025 international operating metrics performance plan, net of forfeitures, covering 35,658 shares of common stock will reach maturity of their relevant performance period at March 31, 2027. 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. Fiscal 2024 plan: Units under the Company's fiscal 2024 TSR performance plan, net of forfeitures, covering 158,486 shares of common stock will reach maturity of their relevant performance period at March 31, 2026. 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. Units under the Company's fiscal 2024 operating metrics performance plan, net of forfeitures, covering 369,807 shares of common stock will reach maturity of their relevant performance period at March 31, 2026. 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. PSU activity for the three months ended June 30, 2025 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 |  | 485,579 |  |  | $ | 33.20 |  |  |
Vested |  | (332,745) |  |  | $ | 25.87 |  |  |
Forfeited or canceled |  | (126,546) |  |  | $ | 28.95 |  |  |
Outstanding at June 30, 2025 |  | 1,421,714 |  |  | $ | 33.49 |  |  | 1.77
The total fair value of PSUs vested in the three months ended June 30, 2025 was $11.1 million and is measured as the quoted market price of the Company’s common stock on the vesting date times the number of shares vested. Other Stock Compensation Activity Board of Directors stock compensation Under the Company's equity compensation plans, non-employee directors may receive a portion of their fees for director services provided in the form of Company stock grants. During the three months ended June 30, 2025, the Company issued stock grants to non-employee directors covering 10,522 shares of Company stock for the portion of director compensation paid in shares. Acquisition-related Consideration Holdback Through June 30, 2025 and since consummation of the acquisition, the Company has recognized a total of $6.9 million as stock-based compensation expense related to the Habu consideration holdback. At June 30, 2025, the recognized, but unpaid, balance related to the Habu consideration holdback in other accrued expenses in the condensed consolidated balance sheet was $2.0 million. The second annual settlement of $4.9 million is expected to occur in the fourth quarter of fiscal 2026. Qualified Employee Stock Purchase Plan ("ESPP") During the three months ended June 30, 2025, 98,684 shares of common stock were purchased under the ESPP at a weighted-average price of $26.86 per share, resulting in cash proceeds of $2.7 million over the relevant offering periods. Stock-based compensation expense associated with the ESPP was $0.4 million for the three months ended June 30, 2025. At June 30, 2025, there was approximately $0.6 million of total unrecognized stock-based compensation expense related to the ESPP, which is expected to be recognized on a straight-line basis over the remaining term of the current offering period.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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