[Form 4] LiveRamp Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

LiveRamp Holdings insider Lauren R. Dillard, the company Chief Financial Officer, had restricted stock units vest on 08/22/2025 and the issuer withheld shares to satisfy the reporting person's tax obligations. The Form 4 reports four withholding dispositions at a price of $27.91 per share: 891, 1,063, 2,863, and 2,603 shares were withheld, leaving reported beneficial ownership totals of 297,578, 296,515, 293,652, and 291,049 shares respectively after each reported transaction. The filing indicates these were tax-withholding share dispositions tied to RSU vesting and were reported on a single Form 4.

Insights

Financial Analyst

TL;DR: Routine RSU vesting with shares withheld for taxes; no open-market sale reported.

The Form 4 shows the CFO's restricted stock units vested and the issuer withheld a total of 7,420 shares across four withholding transactions at $27.91 per share to cover tax obligations. These are internal tax-withholding dispositions rather than market sales and do not change the company’s outstanding share count materially. For investors, this is a routine compensation-related disclosure and does not indicate a voluntary divestiture by the officer.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard executive compensation practice; reporting appears complete for the transactions shown.

The filing identifies the reporting person as the CFO and documents that shares were withheld upon RSU vesting to satisfy tax obligations. The Form 4 lists transaction code F across four lines with transaction date 08/22/2025 and includes an explanatory statement. From a governance perspective, this is a routine administrative action tied to compensation and properly reported as required by Section 16.

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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OMB Number:			3235-0287
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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^*

Dillard Lauren R

(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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		F		891(1)	D	$27.91	297,578	D
COMMON STOCK, $.10 PAR VALUE	08/22/2025		F		1,063(1)	D	$27.91	296,515	D
COMMON STOCK, $.10 PAR VALUE	08/22/2025		F		2,863(1)	D	$27.91	293,652	D
COMMON STOCK, $.10 PAR VALUE	08/22/2025		F		2,603(1)	D	$27.91	291,049	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 August 22, 2025, when restricted stock units belonging to the reporting person vested.

	/s/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: LAUREN R. DILLARD	08/25/2025
	** 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 did LiveRamp (RAMP) insider Lauren R. Dillard report on the Form 4?

The CFO reported that restricted stock units vested and the issuer withheld shares to satisfy tax obligations, recorded as dispositions on 08/22/2025.

How many shares were withheld and at what price?

The filing shows withholdings of 891, 1,063, 2,863, and 2,603 shares at a price of $27.91 per share.

Did the Form 4 report open-market sales by the insider?

No. The transactions are described as shares withheld to cover tax obligations tied to RSU vesting, not open-market sales.

What is the reported beneficial ownership after the transactions?

The filing lists resulting beneficial ownership amounts of 297,578, 296,515, 293,652, and 291,049 shares following each reported withholding.

What transaction code is used in the filing?

Each withholding line is reported with transaction code F.