Form 4: O'Kelley Charles Brian reports acquisition/exercise transactions in RAMP

Rhea-AI Filing Summary

O'Kelley Charles Brian reported acquisition or exercise transactions in a Form 4 filing for RAMP. The filing lists transactions totaling 2,477 shares. Following the reported transactions, holdings were 19,859 shares.

Insights

Equity compensation and governance analyst

Routine director stock grant with modest size and neutral impact.

LiveRamp granted director Charles Brian O’Kelley 2,477 shares of common stock as part of his board compensation. The Form 4 identifies this as a grant or award, with a per-share price of $0, indicating non-cash equity compensation rather than a market transaction.

After the award, O’Kelley directly holds 19,859 shares. This filing reflects standard equity-based director pay, which is common for aligning board members’ interests with shareholders. The disclosure does not indicate any purchase or sale decision, so its standalone impact on an investment view is limited.

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^*

O'Kelley Charles Brian

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A		2,477(1)	A	$0	19,859	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 issued to the reporting person as part of his compensation for service as a director of the registrant.

	/s/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: CHARLES BRIAN O'KELLEY	02/13/2026
	** 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.

FAQ

What transaction did LiveRamp (RAMP) director Charles Brian O’Kelley report?

He reported receiving 2,477 shares of LiveRamp common stock as a grant. The award was part of his compensation for serving as a director, with a reported price of $0 per share, meaning it was non-cash equity compensation rather than a market purchase.

How many LiveRamp (RAMP) shares does Charles Brian O’Kelley own after this Form 4?

After the reported grant, he directly owns 19,859 shares of LiveRamp common stock. This total reflects the addition of 2,477 shares issued to him as director compensation on February 11, 2026, as disclosed in the Form 4 filing.

Was the LiveRamp (RAMP) director’s Form 4 transaction a stock purchase or sale?

The transaction was an acquisition via a grant, not a market purchase or sale. The Form 4 uses code “A” for a grant, award, or other acquisition, and the shares were issued at $0 per share as director compensation, not through open-market trading.

Why did LiveRamp (RAMP) issue 2,477 shares to director Charles Brian O’Kelley?

The 2,477 shares were issued as part of his compensation for board service. The footnote explains that the shares were granted to him for serving as a director of the company, reflecting typical equity-based director pay practices to align interests with shareholders.

Is the Charles Brian O’Kelley Form 4 filing for LiveRamp (RAMP) a routine event?

It appears to be a routine equity compensation event for a director. The transaction is a stock grant at $0 per share as part of director compensation, rather than a discretionary buy or sell decision, which generally has limited standalone impact on the company’s outlook.

What ownership type is reported for Charles Brian O’Kelley’s LiveRamp (RAMP) shares?

The Form 4 shows his 19,859 LiveRamp shares as directly owned. The ownership code is “D” for direct, and there is no indication in the filing that the shares are held through an intermediary entity or indirect structure such as a trust or partnership.