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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
