LiveRamp (NYSE: RAMP) CFO uses shares to cover equity tax bill

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. Chief Financial Officer Lauren R. Dillard reported three Form 4 transactions in which a total of 4,857 shares of common stock were disposed of at $25.64 per share to cover tax obligations when restricted stock units vested. After these tax-withholding dispositions, she directly owns 278,771 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^*

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)
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		860(1)	D	$25.64	282,768	D
COMMON STOCK, $.10 PAR VALUE	02/22/2026		F		2,162(1)	D	$25.64	280,606	D
COMMON STOCK, $.10 PAR VALUE	02/22/2026		F		1,835(1)	D	$25.64	278,771	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: LAUREN R. DILLARD	02/23/2026
	** 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).
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FAQ

What did LiveRamp (RAMP) CFO Lauren Dillard report in this Form 4?

LiveRamp CFO Lauren Dillard reported three Form 4 transactions disposing of shares to cover taxes tied to vested restricted stock units. These were code F tax-withholding dispositions, not open market sales, reflecting routine administration of her equity compensation award vesting.

How many LiveRamp (RAMP) shares were used to satisfy the CFO’s tax obligations?

A total of 4,857 LiveRamp common shares were withheld across three transactions to satisfy Lauren Dillard’s tax obligations on vested restricted stock units. Each transaction was reported at a price of $25.64 per share and classified as a tax-withholding disposition under code F.

Did the LiveRamp (RAMP) CFO sell shares on the open market?

No, the CFO did not sell shares on the open market. The Form 4 shows code F transactions, where shares were withheld by LiveRamp to pay taxes arising from restricted stock units vesting, a common non-discretionary method of satisfying equity-related tax liabilities.

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

After the reported tax-withholding dispositions, Lauren Dillard directly owns 278,771 shares of LiveRamp common stock. This post-transaction ownership figure reflects all three February 22, 2026 transactions and indicates her remaining direct equity stake in the company following the RSU vesting event.

What does transaction code F mean in the LiveRamp (RAMP) Form 4?

Transaction code F indicates shares were disposed of to pay an exercise price or tax liability by delivering securities. In this case, LiveRamp withheld shares from the CFO’s vested restricted stock units to cover related tax obligations, rather than the CFO selling shares in the market.