Kristi Argyilan joins LiveRamp (NYSE: RAMP) board of directors

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. has appointed Kristi Argyilan to its Board of Directors, effective February 11, 2026. She fills a vacancy in the director class whose term runs until the 2027 annual meeting of stockholders, helping keep the Board’s three classes as evenly sized as possible.

Ms. Argyilan will receive the standard compensation provided to non-employee directors and may participate in the LiveRamp Directors’ Deferred Compensation Plan, as described in the company’s 2025 proxy statement. She has not yet been assigned to any Board committees, and the company states there are no arrangements, understandings, or related party transactions connected to her appointment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2026 (February 11, 2026)

LIVERAMP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38669	83-1269307
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

225 Bush Street, Seventeenth Floor

San Francisco, CA 94104

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (888) 987-6764

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $.10 Par Value		RAMP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨ 

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 11, 2026, the Board of Directors (the “Board”) of LiveRamp Holdings, Inc. (the “Company”) appointed Kristi Argyilan to serve as a member of the Board, effective immediately. Ms. Argyilan was appointed to fill a vacancy in the class of directors whose term expires at the 2027 annual meeting of stockholders, so as to maintain the number of directors in each class of directors serving on the Board as nearly equal as possible.

Ms. Argyilan will be compensated for her Board service in accordance with the standard compensation policy for the Company’s non-employee directors and will be eligible to participate in the LiveRamp Holdings, Inc. Directors’ Deferred Compensation Plan, each of which are more fully described in the “Non-Employee Director Compensation” section of the Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 27, 2025. Ms. Argyilan has not been appointed to serve on any of the Board's committees at this time, and any future assignments have not been determined.

There are no arrangements or understandings between Ms. Argyilan and any other person pursuant to which she was selected to serve as a director of the Company, nor is she party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		LIVERAMP HOLDINGS, INC.
	By:	/s/ Jerry C. Jones
		Jerry C. Jones
		EVP, Chief Ethics and Legal Officer and Secretary

Date: February 18, 2026

FAQ

What board change did LiveRamp (RAMP) announce in this 8-K filing?

LiveRamp appointed Kristi Argyilan to its Board of Directors effective February 11, 2026. She fills a vacancy in the class of directors whose term runs until the 2027 annual meeting of stockholders, maintaining a balanced distribution across the Board’s director classes.

When does Kristi Argyilan’s board term at LiveRamp (RAMP) expire?

Kristi Argyilan joins the director class whose term expires at the 2027 annual meeting of stockholders. The company notes her appointment fills a vacancy in that class, helping keep the number of directors in each Board class as nearly equal as possible.

How will new director Kristi Argyilan be compensated at LiveRamp (RAMP)?

Kristi Argyilan will receive compensation under LiveRamp’s standard policy for non-employee directors. She is also eligible to participate in the LiveRamp Holdings, Inc. Directors’ Deferred Compensation Plan, with both arrangements described in the company’s 2025 definitive proxy statement filed on June 27, 2025.

Is Kristi Argyilan serving on any LiveRamp (RAMP) board committees?

Kristi Argyilan has not been appointed to any LiveRamp Board committees at this time. The company states that future committee assignments have not yet been determined, so her current role is as a general member of the Board of Directors only.

Are there any related party transactions tied to Kristi Argyilan’s LiveRamp (RAMP) appointment?

LiveRamp reports that no related party transactions are associated with Kristi Argyilan’s appointment. The company states she is not party to any transactions that must be disclosed under Item 404(a) of Regulation S-K, and no special arrangements led to her selection.

Were any special arrangements involved in selecting Kristi Argyilan to LiveRamp’s (RAMP) board?

The company states there are no arrangements or understandings with any person under which Kristi Argyilan was selected as a director. Her appointment simply fills an existing vacancy in the Board class whose term ends at the 2027 annual stockholders’ meeting.

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