LiveRamp (RAMP) legal chief gets stock award, shares withheld for tax

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. chief ethics & legal officer Jerry C. Jones reported equity compensation activity and related tax withholding. He received 36,197 shares of common stock as a grant/award tied to performance stock units granted under the 2005 Equity Compensation Plan in 2023.

To cover tax obligations arising from PSU and restricted stock unit vesting on May 22, 2026, a total of 17,393 shares were withheld at $37.70 per share, reported under code F as tax-withholding dispositions, not open-market sales. After these transactions, Jones directly owned 278,218 shares of LiveRamp common stock, and also had indirect holdings in managed accounts listed in the filing.

Insights

Equity compensation analyst

Routine stock award with tax withholding; no open‑market trading.

The reporting officer of LiveRamp Holdings, Inc. received 36,197 shares through vested performance stock units granted under the 2005 Equity Compensation Plan. This is coded as an award (A), reflecting compensation rather than a market purchase.

Four transactions coded F show 17,393 shares withheld at $37.70 per share to satisfy tax obligations from PSU and restricted stock unit vesting. F‑code entries are non‑market dispositions and do not represent discretionary selling. After these entries, direct ownership is reported at 278,218 shares, indicating the officer retains a substantial equity position.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider JONES JERRY C

Role CHIEF ETHICS & LEGAL OFFICER

Type	Security	Shares	Price	Value
Grant/Award	COMMON STOCK, $.10 PAR VALUE	36,197	$0.00	--
Tax Withholding	COMMON STOCK, $.10 PAR VALUE	12,665	$37.70	$477K
Tax Withholding	COMMON STOCK, $.10 PAR VALUE	813	$37.70	$31K
Tax Withholding	COMMON STOCK, $.10 PAR VALUE	735	$37.70	$28K
Tax Withholding	COMMON STOCK, $.10 PAR VALUE	3,180	$37.70	$120K
holding	COMMON STOCK, $.10 PAR VALUE	--	--	--
holding	COMMON STOCK, $.10 PAR VALUE	--	--	--

Holdings After Transaction: COMMON STOCK, $.10 PAR VALUE — 278,218 shares (Direct, null); COMMON STOCK, $.10 PAR VALUE — 5,396.88 shares (Indirect, BY MANAGED ACCOUNT 1)

Footnotes (1)

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. 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. 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 share award: 36,197 shares Tax withholding shares: 17,393 shares Withholding price: $37.70 per share +3 more

6 metrics

PSU share award 36,197 shares Shares earned from 2023 performance stock units under 2005 Equity Compensation Plan

Tax withholding shares 17,393 shares Shares withheld to satisfy tax obligations on May 22, 2026

Withholding price $37.70 per share Price used for F-code tax-withholding dispositions

Direct holdings after transactions 278,218 shares Common stock directly owned following the reported entries

Managed account 1 holdings 5,396.8796 shares Indirect ownership by managed account 1 after transaction date

Managed account 2 holdings 3,494.7296 shares Indirect ownership by managed account 2 after transaction date

Key Terms

performance stock units ("PSUs"), 2005 Equity Compensation Plan, restricted stock units, tax obligations, +1 more

5 terms

performance stock units ("PSUs") financial

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

2005 Equity Compensation Plan financial

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

restricted stock units financial

"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.

tax obligations financial

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

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

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^*

JONES JERRY C

(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 ETHICS & LEGAL 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		36,197(1)	A	$0	278,218	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		12,665(2)	D	$37.7	265,553	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		813(3)	D	$37.7	264,740	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		735(3)	D	$37.7	264,005	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		3,180(3)	D	$37.7	260,825	D
COMMON STOCK, $.10 PAR VALUE								5,396.8796	I	BY MANAGED ACCOUNT 1
COMMON STOCK, $.10 PAR VALUE								3,494.7296	I	BY MANAGED ACCOUNT 2

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 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/ JERRY C. JONES	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)

FAQ

What did LiveRamp (RAMP) executive Jerry C. Jones report in this Form 4?

He reported an equity award and related tax withholding. Jones received 36,197 LiveRamp shares from vested performance stock units, and 17,393 shares were withheld to cover tax obligations triggered by PSU and restricted stock unit vesting.

How many LiveRamp (RAMP) shares was Jerry C. Jones granted in this filing?

He was credited with 36,197 shares of LiveRamp common stock. The filing states these were earned from performance stock units granted in 2023 under the company’s 2005 Equity Compensation Plan and vested on May 22, 2026.

Why were LiveRamp (RAMP) shares coded as F for Jerry C. Jones?

Code F indicates shares withheld for tax obligations. The filing shows 17,393 shares withheld at $37.70 per share to pay taxes arising from the vesting of performance stock units and restricted stock units on May 22, 2026.

Did Jerry C. Jones sell LiveRamp (RAMP) shares on the open market?

The filing does not show any open-market sales. Dispositions are coded F, meaning shares were withheld by LiveRamp to satisfy tax obligations on vested equity awards, not sold through discretionary market transactions by the reporting person.

How many LiveRamp (RAMP) shares does Jerry C. Jones own after these transactions?

After the reported transactions, he directly owns 278,218 shares of LiveRamp common stock. The filing also lists additional indirect holdings in two managed accounts with separate share balances reported as of the same transaction date.

What plan governs the performance stock units reported for LiveRamp (RAMP)?

The performance stock units were granted under LiveRamp’s 2005 Equity Compensation Plan. The filing notes these PSUs were granted in 2023 and subsequently earned, resulting in the issuance of 36,197 shares to the reporting officer upon vesting.