LiveRamp Holdings Inc.

11/02/2026 | Press release | Distributed by Public on 11/02/2026 15:57

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dillard Lauren R
2. Issuer Name and Ticker or Trading Symbol
LiveRamp Holdings, Inc. [RAMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF FINANCIAL OFFICER
(Last) (First) (Middle)
LIVERAMP HOLDINGS, INC., 225 BUSH STREET, 17TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026
(Street)
SAN FRANCISCO, CA 94104
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK, $.10 PAR VALUE 11/02/2026 D 560,794(1)(2)(3) D $38.5(3) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dillard Lauren R
LIVERAMP HOLDINGS, INC.
225 BUSH STREET, 17TH FLOOR
SAN FRANCISCO, CA 94104
CHIEF FINANCIAL OFFICER

Signatures

BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: LAUREN R. DILLARD /s/ Jerry C. Jones 11/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On November 2, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 16, 2026, by and among LiveRamp Holdings, Inc. (the "Issuer"), MMS USA Holdings, Inc. ("Parent"), Covey Merger Sub, Inc. ("Merger Sub"), and, solely for the purpose of Section 10.14 thereof, Publicis Groupe S.A. ("Publicis"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned direct subsidiary of Parent (the "Merger").
(2) At the effective time of the Merger (the "Effective Time"), in accordance with the Reporting Person's Retention Letter with the Issuer (the "Retention Letter"), each of the Reporting Person's time-vesting restricted stock unit awards ("RSUs") and performance-vesting restricted stock unit awards ("PSUs") granted prior to May 2026 that remained outstanding as of immediately prior to the Effective Time vested (with any applicable performance goals treated as specified in the Merger Agreement) and were settled for Merger Consideration (defined below). The amount above reflects the PSUs that vested at the Effective Time.
(3) At the Effective Time, each share of the Issuer's common stock, par value $0.10 per share (the "Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares and dissenting shares) was converted into the right to receive an amount in cash equal to $38.50 per share, without interest (the "Merger Consideration"). As described above in Footnote 1, certain of the Reporting Person's RSUs and PSUs vested and were settled for the Merger Consideration. In addition, at the Effective Time, the Reporting Person's outstanding and unvested RSUs and PSUs that did not otherwise vest in accordance with the Retention Letter were converted into restricted cash awards in an amount equal to (i) the Merger Consideration multiplied by (ii) the number of shares of Common Stock subject to such RSUs and PSUs (with any applicable performance goals treated as specified in the Merger Agreement) immediately prior to the Effective Time.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
LiveRamp Holdings Inc. published this content on November 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 02, 2026 at 21:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]