LiveRamp (RAMP) insider reports 1,232-share tax withholding on RSUs

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. reported an insider equity transaction by its chief revenue officer, Vihan Sharma. On December 22, 2025, restricted stock units vested for Sharma, creating a tax obligation. To cover these taxes, the company withheld 1,232 shares of common stock at a price of $30.19 per share, recorded as a disposition with transaction code “F,” which indicates tax withholding rather than an open-market sale. After this tax-related share withholding, Sharma directly beneficially owned 129,145 shares of LiveRamp common stock. This filing is a routine Form 4 disclosure documenting equity compensation and related tax settlement for a senior executive.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sharma Vihan

(Last) (First) (Middle)

LIVERAMP HOLDINGS, INC.

225 BUSH STREET, 17TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

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 REVENUE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

4. If Amendment, Date of 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

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	12/22/2025		F		1,232(1)	D	$30.19	129,145	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on December 22, 2025, when restricted stock units belonging to the reporting person vested.

	/s/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: VIHAN SHARMA	12/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did LiveRamp (RAMP) report for Vihan Sharma?

The report shows that Vihan Sharma, LiveRamp's chief revenue officer, had 1,232 shares of common stock withheld by the company to satisfy tax obligations arising from the vesting of his restricted stock units on December 22, 2025.

How many LiveRamp (RAMP) shares were involved and at what price?

The transaction involved 1,232 shares of LiveRamp common stock, recorded at a price of $30.19 per share, and was coded as an “F” transaction, indicating tax withholding.

Why were Vihan Sharma’s LiveRamp shares withheld?

The shares were withheld by LiveRamp Holdings, Inc. to satisfy tax obligations that arose when Sharma’s restricted stock units vested on December 22, 2025, according to the explanation of responses.

How many LiveRamp (RAMP) shares does Vihan Sharma own after this transaction?

Following the tax-related withholding of 1,232 shares, Vihan Sharma beneficially owned 129,145 shares of LiveRamp common stock, held in direct ownership.

Was this LiveRamp insider transaction an open-market sale?

No. The transaction is coded as “F” and the explanation states the shares were withheld by the issuer to cover taxes from RSU vesting, rather than sold on the open market.

What is Vihan Sharma’s role at LiveRamp (RAMP)?

Vihan Sharma is reported as an officer of LiveRamp Holdings, Inc., serving as the company’s chief revenue officer.