What the changes say
- Merger completion, regulatory approvals, litigation, transaction costs and interim restrictions now dominate the risk section.
- Stockholders may receive fixed cash of $38.50 per share and lose future appreciation if the Merger closes.
- Tax risks now specifically include valuation allowances, examinations, interest and penalties.
- Acquisition and divestiture disruption is no longer separately highlighted.
What changed since the prior 10-K
New
- NewRisks Related to the Pending Merger
We may fail to consummate the Merger, and uncertainties related to the consummation of the Merger may have a material adverse effect on our business, results of operations and financial condition and negatively impact the trading price of our common stock
The Merger could be delayed or blocked by stockholder approval, Hart-Scott-Rodino, foreign antitrust, foreign investment or CFIUS requirements.
- NewRisks Related to the Pending Merger
There also is no assurance that the Merger and the other transactions contemplated by the Merger Agreement will occur on the terms and timeline currently contemplated or at all
Required consents, approvals and closing conditions may not be obtained, or the Merger may not occur on its expected terms or timeline.
- NewRisks Related to the Pending Merger
If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Parent. These costs could require us to use available cash that would have otherwise been available for other uses
If the Merger ends, LiveRamp may owe Parent a termination fee of up to $32.35 million, reducing cash for other uses.
- NewRisks Related to the Pending Merger
We are subject to various uncertainties while the Merger is pending, which could have a material adverse effect on our business, results of operations and financial condition
Merger uncertainty could cause customers, suppliers and employees to delay, renegotiate or end relationships, while distracting employees and weakening investor confidence.
- NewRisks Related to the Pending Merger
While the Merger Agreement is in effect, we are subject to certain interim covenants
Interim covenants may restrict business opportunities, strategy execution and alternatives to Parent’s acquisition while the Merger Agreement remains active.
- NewRisks Related to the Pending Merger
stockholders approve the adoption of the Merger Agreement, subject to certain notice rights, execution of confidentiality agreements and match rights in favor of Parent
Notice, confidentiality and Parent match rights, together with the termination fee, could deter higher-value competing acquisition proposals.
- NewRisks Related to the Pending Merger
We and our directors and officers may be subject to lawsuits relating to the Merger
Stockholder lawsuits challenging the Merger could impose costs or obtain court orders delaying or preventing its completion.
- NewRisks Related to the Pending Merger
We have incurred, and will continue to incur, substantial direct and indirect transaction-related costs in connection with the Merger
Legal, advisory, financing and regulatory costs for the Merger may rise, including costs payable even if it fails.
- NewRisks Related to the Pending Merger
Our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our other stockholders
Management and directors may have Merger interests beyond other stockholders, including incentive awards, severance, retention benefits and indemnification.
- NewRisks Related to the Pending Merger
If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company
If the Merger closes, stockholders will receive fixed cash of $38.50 per share and forgo future appreciation in LiveRamp’s value.
- NewRisks Related to Government Regulation and Taxation
Changes in tax laws, changes in valuation allowance, and examinations by tax authorities could have a material adverse effect on our results of operations, cash flows, and financial condition
Tax-law changes, valuation-allowance increases and unfavorable tax examinations could raise LiveRamp’s tax expense, interest and penalties.
Dropped
- DroppedRisks Related to Our Business and Strategy
Acquisition and divestiture activities may disrupt our ongoing business and may involve increased expenses, and we may not realize the financial and strategic goals contemplated at the time of a transaction, all of which could adversely affect our business and growth prospects
- DroppedRisks Related to Government Regulation and Taxation
Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations
Reworded
- 28% rewrittenRisks Related to Our Business and Strategy
We are dependent on the continued availability of third-party data hosting and transmission services
No substantive change is shown; the third-party hosting, cookie and tracking-technology risk is unchanged.
- 25% rewrittenRisks Related to Government Regulation and Taxation
Changes in legislative, judicial, regulatory, or cultural environments relating to information collection and use may limit our ability to collect and use data. Such developments could cause revenues to decline, increase the cost and availability of data and adversely affect the demand for our products and services
No substantive change is shown; the data-collection and information-use regulatory risk is unchanged.
All 26 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Pending Merger
- 01We may fail to consummate the Merger, and uncertainties related to the consummation of the Merger may have a material adverse effect on our business, results of operations and financial condition and negatively impact the trading price of our common stockNew
- 02There also is no assurance that the Merger and the other transactions contemplated by the Merger Agreement will occur on the terms and timeline currently contemplated or at allNew
- 03If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Parent. These costs could require us to use available cash that would have otherwise been available for other usesNew
- 04We are subject to various uncertainties while the Merger is pending, which could have a material adverse effect on our business, results of operations and financial conditionNew
- 05While the Merger Agreement is in effect, we are subject to certain interim covenantsNew
- 06stockholders approve the adoption of the Merger Agreement, subject to certain notice rights, execution of confidentiality agreements and match rights in favor of ParentNew
- 07We and our directors and officers may be subject to lawsuits relating to the MergerNew
- 08We have incurred, and will continue to incur, substantial direct and indirect transaction-related costs in connection with the MergerNew
- 09Our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our other stockholdersNew
- 10If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the CompanyNew
Risks Related to Our Business and Strategy
- 11We are dependent upon customer renewals, the addition of new customers and increased revenue from existing customers for our subscription revenue through our LiveRamp platform and our Marketplace and Other business
- 12The loss of a contract upon which we rely for a significant portion of our revenues could adversely affect our operating results
- 13Data suppliers may withdraw data that we have previously collected or withhold data from us in the future, which could lead to our inability to provide products and services to our customers and could result in a decrease in revenue and loss of customer confidence
- 14Our business is subject to substantial competition from a diverse group of competitors. New products and pricing strategies introduced by these competitors could decrease our market share or cause us to lower our prices in a manner that reduces our revenues and operating margin
- 15The failure to attract, recruit, onboard and retain qualified personnel could hinder our ability to successfully execute our business strategy, which could have a material adverse effect on our financial position and operating results
- 16If we cannot maintain our culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed
- 17Failure to keep up with rapidly changing technologies and marketing practices could cause our products and services to become less competitive or obsolete, which could result in loss of market share and decreased revenues, thereby impacting our results of operations
- 18Our operations outside the United States are subject to risks that may harm the Company’s business, financial condition or results of operations
- 19Public health emergencies may result in global, national and/or regional economic uncertainty, and measures taken in response to such emergencies could impact our business and future results of operations and financial condition
- 20A significant breach of the confidentiality of the information we hold or of the security of our or our customers’, suppliers’, or other partners’ computer systems could be detrimental to our business, reputation and results of operations
- 21Unfavorable publicity and negative public perception about our industry could adversely affect our business and operating results
- 22Interruptions or delays in service from our third-party data center providers could impair our ability to deliver our products and services to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue
- 23We are dependent on the continued availability of third-party data hosting and transmission services28% rewritten
- 24Climate change may have an impact on our business
Risks Related to Government Regulation and Taxation
- 25Changes in legislative, judicial, regulatory, or cultural environments relating to information collection and use may limit our ability to collect and use data. Such developments could cause revenues to decline, increase the cost and availability of data and adversely affect the demand for our products and services25% rewritten
- 26Changes in tax laws, changes in valuation allowance, and examinations by tax authorities could have a material adverse effect on our results of operations, cash flows, and financial conditionNew
Other LiveRamp Holdings 10-Ks
- FY2025 10-K risk factors17 risks
LiveRamp relies heavily on top customers and third-party data suppliers for subscription revenue through its LiveRamp platform and Marketplace.
Filed May 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.