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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):
November 2, 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,
including zip code)
(888)
987-6764
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | 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 |
|
Name
of each exchange on which registered |
| Common
Stock, $0.10 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. ¨
INTRODUCTORY NOTE
On November 2, 2026 (the “Closing Date”),
MMS USA Holdings, Inc., a Delaware corporation (“Parent”), completed the previously announced acquisition of LiveRamp
Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of May
16, 2026 (the “Merger Agreement”), by and among Parent, Covey Merger Sub, Inc., a Delaware corporation and a wholly
owned direct subsidiary of Parent (“Merger Sub”), the Company, and solely for the purposes of Section 10.14 thereof,
Publicis Groupe S.A., a French société anonyme. Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger
Sub merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned direct subsidiary
of Parent (the “Surviving Corporation”).
The Merger Agreement and the transactions contemplated
thereby, including the Merger, were previously described in the Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) by the Company on May 18, 2026 and the definitive proxy statement filed with the SEC by the Company on
July 6, 2026.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Pursuant to the Merger Agreement, at the effective
time of the Merger (the “Effective Time”), each share of common stock, par value $0.10 per share, of the Company (“Company
Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any (i) Company Common Stock owned
by stockholders that properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation
Law, (ii) Company Common Stock owned by the Company, Parent or Merger Sub and (iii) Company Common Stock owned by any direct or indirect
wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) was converted into the right to receive $38.50 in cash, without
interest (the “Merger Consideration”).
In addition, pursuant to the Merger Agreement,
at the Effective Time:
| · | Options: Each outstanding option to purchase shares of Company Common Stock (each, a “Company
Option”) was converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the
applicable exercise price per share of such Company Common Stock multiplied by (ii) the number of shares of Company Common Stock subject
to such Company Option immediately prior to the Effective Time. The restricted cash award is otherwise subject to the same terms and conditions
as applicable to such Company Option as of immediately prior to the Effective Time but will vest in full following certain qualifying
terminations of employment that occur within 24 months following the Effective Time in accordance with the terms of the Merger Agreement. |
| · | Restricted Stock Awards: Each outstanding award of restricted shares of Company Common Stock (each
a “Company Restricted Stock Award”) was converted into a restricted cash award in an amount equal to (i) the number
of shares of Company Common Stock subject to such Company Restricted Stock Award immediately prior to the Effective Time multiplied by
(ii) the Merger Consideration. The restricted cash award is otherwise subject to the same terms and conditions as applicable to such Company
Restricted Stock Award as of immediately prior to the Effective Time but will vest in full following certain qualifying terminations of
employment that occur within 24 months following the Effective Time in accordance with the terms of the Merger Agreement. |
| · | Company Restricted Stock Unit Awards and Performance Stock Unit Awards: Each outstanding time-vesting
restricted stock unit award (each, a “Company RSU Award”) and each outstanding performance-vesting restricted stock
unit award (each, a “Company PSU Award”) was converted into a restricted cash award in an amount equal to (i) the number
of shares of Company Common Stock subject to such Company RSU Award or Company PSU Award (determined based on (x) in the case of Company
PSU Awards granted on or prior to December 31, 2025 that were subject to “Rule of 40” performance conditions, 128% of the
target level of performance (in the case of fiscal year 2025 grants) and 139% of the target level of performance (in the case of fiscal
year 2026 grants) for both completed and incomplete performance periods, (y) in the case of all other Company PSU Awards granted on or
prior to December 31, 2025, actual performance for completed performance periods and the greater of the target level and the actual level
of performance through the Effective Time for incomplete performance periods and (z) in the case of Company PSU Awards granted after December
31, 2025, target level of performance) immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. The restricted
cash award is otherwise subject to the same terms and conditions as applicable to such Company RSU Award or Company PSU Award, as applicable,
as of immediately prior to the Effective Time, except that the performance-based vesting conditions applicable to Company PSU Awards ceased
to apply, and the awards will vest in full following certain qualifying terminations of employment that occur within 24 months following
the Effective Time in accordance with the terms of the Merger Agreement. |
The foregoing summary does not purport to be complete
and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company notified the
New York Stock Exchange (the “NYSE”) of the completion of the Merger and requested that the trading of shares of Company
Common Stock on the NYSE be halted prior to the market open on November 2, 2026. As a result, all shares of Company Common Stock were
removed from trading on the NYSE prior to the market open on November 2, 2026. The NYSE has filed with the SEC a Notification of Removal
From Listing and/or Registration on Form 25 in order to delist the Company Common Stock from the NYSE. Such delisting will result in
the deregistration of the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The Company intends to file with the SEC a certification on Form 15 to cause the Company’s reporting obligations
under Sections 13 and 15(d) of the Exchange Act to be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory
Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of Company
Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current
Report on Form 8-K) was cancelled and converted automatically, at the Effective Time, into the right to receive the Merger Consideration.
Accordingly, at the Effective Time, the holders of such Company Common Stock ceased to have any rights as stockholders of the Company,
other than the right to receive the Merger Consideration.
Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory
Note and Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, at the Effective Time,
a change in control of the Company occurred and the Company became a wholly owned direct subsidiary of Parent.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Director and Officer Changes
In connection with the Merger, each member of
the board of directors of the Company as of immediately prior to the Effective Time resigned as a director of the Company, effective as
of the Effective Time. These resignations were in connection with the Merger and not a result of any disagreements between the Company
and the resigning directors on any matter relating to the Company’s operations, policies or practices. In addition, each executive
officer of the Company as of immediately prior to the Effective Time ceased to serve as an executive officer of the Company, effective
as of the Effective Time. In accordance with the Merger Agreement, from and after the Effective Time, the officers and directors of Merger
Sub immediately prior to the Effective Time became the officers and directors of the Surviving Corporation.
In accordance with the terms of the Merger Agreement, the Company approved the grant of an additional retention award to Matt Karasick,
the Company’s Chief Product Officer and a named executive officer, for a total retention amount of $1,625,000, which is inclusive
of the cash retention award that was previously approved and disclosed for Mr. Karasick in the definitive proxy statement filed by the
Company in respect of the Merger on July 6, 2026. The award is payable on the thirtieth day following the Effective Time (or such earlier date
as Parent may determine), contingent upon Mr. Karasick signing a mutually agreeable employment agreement on or before November 30, 2026.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information set forth in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective
Time, the Company’s certificate of incorporation was amended and restated in its entirety and as so amended and restated became
the certificate of incorporation of the Surviving Corporation, and the bylaws of the Company were amended and restated in their entirety
and as so amended and restated became the bylaws of the Surviving Corporation. Copies of the amended and restated certificate of incorporation
and the bylaws of the Surviving Corporation are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following items are filed as exhibits to this Current Report
on Form 8-K.
Exhibit
Number |
|
Description
of Exhibit |
| |
|
|
| 2.1*+ |
|
Agreement and Plan of Merger,
dated as of May 16, 2026, by and among MMS USA Holdings, Inc., Covey Merger Sub, Inc., LiveRamp Holdings, Inc. and solely for purposes
of Section 10.14 thereto, Publicis Groupe S.A. (incorporated herein by reference to Exhibit
2.1 to LiveRamp Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 18, 2026) |
| 3.1 |
|
Fourth Amended
and Restated Certificate of Incorporation of LiveRamp Holdings, Inc. |
| 3.2 |
|
Fourth Amended
and Restated Bylaws of LiveRamp Holdings, Inc. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
| * |
Previously filed. |
| + |
Schedules and similar attachments have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or
similar attachment to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2
of the Exchange Act, for any schedules so furnished. |
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 Jones |
| |
|
Name: |
Jerry Jones |
| |
|
Title: |
EVP, Legal & Data Ethics |
| |
|
| Date: November 2, 2026 |
|
