LiveRamp (RAMP) CRO Vihan Sharma reports share withholdings for RSU taxes

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. chief revenue officer Vihan Sharma reported three Form 4 transactions involving company common stock. On February 22, 2026, the issuer withheld 1,449, 2,179, and 1,602 shares, respectively, to cover Sharma’s tax obligations when his restricted stock units vested.

These transactions are coded “F,” meaning they represent tax-withholding dispositions to the issuer rather than open-market sales. After the final withholding transaction, Sharma directly held 123,915 shares of LiveRamp common stock.

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)
02/22/2026

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	02/22/2026		F		1,449(1)	D	$25.64	127,696	D
COMMON STOCK, $.10 PAR VALUE	02/22/2026		F		2,179(1)	D	$25.64	125,517	D
COMMON STOCK, $.10 PAR VALUE	02/22/2026		F		1,602(1)	D	$25.64	123,915	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 February 22, 2026, when restricted stock units belonging to the reporting person vested.

	/s/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: VIHAN SHARMA	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Vihan Sharma reported three Form 4 transactions where LiveRamp withheld shares to satisfy his tax obligations. On February 22, 2026, the company retained 1,449, 2,179, and 1,602 shares of common stock tied to vested restricted stock units.

Were Vihan Sharma’s LiveRamp (RAMP) Form 4 transactions open-market sales?

No, the transactions were not open-market sales. They were coded “F,” indicating shares were withheld by LiveRamp to pay Sharma’s tax liability that arose when his restricted stock units vested, rather than shares being sold into the market.

Why did LiveRamp (RAMP) withhold shares from Vihan Sharma on February 22, 2026?

LiveRamp withheld shares to cover Vihan Sharma’s tax obligations triggered when his restricted stock units vested on February 22, 2026. This is a common method where the issuer retains shares instead of the insider paying cash for the related taxes.

How many LiveRamp (RAMP) shares did Vihan Sharma hold after the reported transactions?

After the final tax-withholding disposition, Vihan Sharma directly held 123,915 shares of LiveRamp common stock. This figure reflects his remaining direct ownership after the issuer withheld several lots of shares to satisfy his vesting-related tax liabilities.

What does transaction code “F” mean on Vihan Sharma’s LiveRamp (RAMP) Form 4?

Transaction code “F” signifies payment of an exercise price or tax liability by delivering securities back to the issuer. In Sharma’s case, LiveRamp withheld shares of common stock to satisfy taxes owed when his restricted stock units vested on February 22, 2026.

What was the reported price per share on Vihan Sharma’s LiveRamp (RAMP) tax-withholding transactions?

Each of Vihan Sharma’s tax-withholding transactions used a reported price of $25.64 per share. This price was applied to the withheld shares of LiveRamp common stock that satisfied his tax obligations related to the vesting of restricted stock units.