LiveRamp CFO receives stock awards, pays taxes in shares

LiveRamp Holdings, Inc. chief financial officer Lauren R. Dillard reported routine equity compensation activity involving performance and restricted stock units.

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. chief financial officer Lauren R. Dillard reported routine equity compensation activity involving performance and restricted stock units. She received two stock awards totaling 89,167 shares of common stock at no cash cost, earned under the company’s 2005 Equity Compensation Plan.

To cover tax obligations from PSU and RSU vesting on May 22, 2026, 28,903 shares were disposed of back to the issuer as tax-withholding transactions at a reference price of $37.70 per share, rather than through open-market sales. After these compensation grants and tax-withholding dispositions, she directly holds 397,476 shares of LiveRamp common stock.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Dillard Lauren R

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Grant/Award	COMMON STOCK, $.10 PAR VALUE	24,130	$0.00	$0.00
Exercise Price or Tax Liability	COMMON STOCK, $.10 PAR VALUE	9,926	$37.70	$374K
Grant/Award	COMMON STOCK, $.10 PAR VALUE	65,037	$0.00	$0.00
Exercise Price or Tax Liability	COMMON STOCK, $.10 PAR VALUE	751	$37.70	$28K
Exercise Price or Tax Liability	COMMON STOCK, $.10 PAR VALUE	2,869	$37.70	$108K
Exercise Price or Tax Liability	COMMON STOCK, $.10 PAR VALUE	2,609	$37.70	$98K
Exercise Price or Tax Liability	COMMON STOCK, $.10 PAR VALUE	12,748	$37.70	$481K

Holdings After Transaction: COMMON STOCK, $.10 PAR VALUE — 397,476 shares (Direct)

Footnotes (4)

1. F1. These shares were earned by the reporting person in connection with the performance stock units ("PSUs") granted pursuant to the 2005 Equity Compensation Plan to the reporting person in 2023.
2. F2. These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on May 22, 2026, as a result of the PSU vesting disclosed above.
3. F3. These shares were earned by the reporting person in connection with the PSUs granted pursuant to the 2005 Equity Compensation Plan to the reporting person in 2023 and will vest on November 14, 2026, contingent upon the reporting person's continued employment with the Issuer.
4. F4. These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on May 22, 2026, when restricted stock units belonging to the reporting person vested.

Key Figures

PSU-related stock award: 65,037 shares Additional PSU award: 24,130 shares Tax-withholding shares: 28,903 shares +2 more

5 metrics

PSU-related stock award 65,037 shares Earned from performance stock units granted in 2023

Additional PSU award 24,130 shares PSUs granted in 2023 scheduled to vest on November 14, 2026

Tax-withholding shares 28,903 shares Shares withheld to cover tax obligations on May 22, 2026

Reference price per share $37.70 per share Value used for tax-withholding dispositions on May 22, 2026

Post-transaction holdings 361,342 shares Direct common stock held by CFO after all reported transactions

Key Terms

performance stock units ("PSUs"), restricted stock units, 2005 Equity Compensation Plan, tax obligations

4 terms

performance stock units ("PSUs") financial

"These shares were earned by the reporting person in connection with the performance stock units ("PSUs") granted..."

restricted stock units financial

"These shares were withheld by the Issuer to satisfy the reporting person's tax obligations... when restricted stock units belonging to the reporting person vested."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2005 Equity Compensation Plan financial

"PSUs granted pursuant to the 2005 Equity Compensation Plan to the reporting person in 2023."

tax obligations financial

"These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on May 22, 2026..."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did LiveRamp (RAMP) disclose for CFO Lauren Dillard?

LiveRamp’s CFO Lauren Dillard reported stock-based compensation activity: two equity awards totaling 89,167 common shares and tax-withholding dispositions of 28,903 shares related to PSU and RSU vesting on May 22, 2026, with no open-market purchases or sales disclosed.

Were LiveRamp (RAMP) CFO Lauren Dillard’s transactions open-market buys or sells?

The filing shows no open-market buys or sells. All dispositions used transaction code F, meaning shares were withheld by the issuer to pay tax liabilities arising from PSU and RSU vesting, rather than being sold into the market for cash proceeds.

How many LiveRamp (RAMP) shares does the CFO hold after these Form 4 transactions?

After the reported grant awards and tax-withholding dispositions, CFO Lauren Dillard directly holds 361,342 shares of LiveRamp common stock. This figure reflects the net position following PSU- and RSU-related activity reported as of May 22, 2026.

What stock awards did LiveRamp (RAMP) grant its CFO in this Form 4?

The Form 4 shows two grant or award acquisitions under transaction code A: 65,037 shares earned from performance stock units and 24,130 additional shares tied to PSUs that are scheduled to vest on November 14, 2026, contingent on continued employment.

Why were LiveRamp (RAMP) shares withheld from the CFO in these transactions?

Shares were withheld to satisfy Lauren Dillard’s tax obligations triggered when performance stock units and restricted stock units vested on May 22, 2026. The issuer retained 28,903 shares at a reference price of $37.70 per share to cover these tax liabilities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/27/2026 - 04:18 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Dillard Lauren R

(Last) (First) (Middle)

LIVERAMP HOLDINGS, INC.

225 BUSH STREET, 17TH FLOOR

(Street)

SAN FRANCISCO CALIFORNIA 94104

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/22/2026		A		24,130(1)	A	$0	361,342	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		9,926(2)	D	$37.7	351,416	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		A		65,037(3)	A	$0	416,453	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		751(4)	D	$37.7	415,702	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		2,869(4)	D	$37.7	412,833	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		2,609(4)	D	$37.7	410,224	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		12,748(4)	D	$37.7	397,476	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 earned by the reporting person in connection with the performance stock units ("PSUs") granted pursuant to the 2005 Equity Compensation Plan to the reporting person in 2023.

2. These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on May 22, 2026, as a result of the PSU vesting disclosed above.

3. These shares were earned by the reporting person in connection with the PSUs granted pursuant to the 2005 Equity Compensation Plan to the reporting person in 2023 and will vest on November 14, 2026, contingent upon the reporting person's continued employment with the Issuer.

4. These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on May 22, 2026, when restricted stock units belonging to the reporting person vested.

	/s/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: LAUREN R. DILLARD	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)