RAMP Form 4: Scott Howe Withholds Shares After RSU Vesting

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. director and Chief Executive Officer Scott E. Howe reported transactions on Form 4 showing that 8,863 shares of common stock were disposed on 08/22/2025 through withholding to satisfy tax obligations triggered when his restricted stock units vested. Each withheld share is reported at a price of $27.91. After the withholding, Mr. Howe beneficially owns 1,125,868 shares directly and 3,148.0113 shares indirectly (held by a managed account). The Form 4 was signed by an attorney-in-fact on behalf of Mr. Howe on 08/25/2025. This filing reflects a routine tax-related disposition following RSU vesting rather than an open-market sale.

Positive

• Continued substantial direct ownership: Scott E. Howe retains 1,125,868 direct shares, indicating alignment with shareholders
• Transaction is tax withholding for RSU vesting, a routine corporate compensation mechanism rather than an open-market sale

Negative

• Shares withheld to satisfy taxes: 8,863 shares withheld at a reported price of $27.91

Insights

Corporate Governance Expert

TL;DR: Routine RSU withholding reduced direct holdings by 8,863 shares; not a sign of immediate corporate governance concern.

The Form 4 documents that Scott E. Howe, serving as director and CEO, had restricted stock units vest on August 22, 2025, and the company withheld 8,863 shares to satisfy the related tax liability at a reported price of $27.91 per share. The continued direct beneficial ownership of 1,125,868 shares indicates sustained alignment with shareholders. The transaction is recorded as a withholding event, not an open-market disposition, which is standard practice and typically has limited governance implications.

Securities Analyst

TL;DR: Small, routine equity withholding after RSU vesting; negligible impact on float or control.

The reported disposal of 8,863 shares represents a tax-withholding action tied to RSU vesting. At the stated price of $27.91, the withholding proceeds are immaterial relative to a substantial reported direct holding of 1,125,868 shares. There is no indication of additional derivative transactions or exercised options in this filing. For investors, this filing documents compensation-related share movements rather than signaling intent to monetize equity positions.

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

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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^*

Howe Scott E

(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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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		4,958(1)	D	$27.91	1,125,868	D
COMMON STOCK, $.10 PAR VALUE	08/22/2025		F		3,905(1)	D	$27.91	1,121,963	D
COMMON STOCK, $.10 PAR VALUE								3,148.0113	I	BY MANAGED ACCOUNT 1

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: SCOTT E. HOWE	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.
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FAQ

What did Scott E. Howe report on the Form 4 for RAMP?

The filing shows 8,863 shares of LiveRamp common stock were disposed on 08/22/2025 due to withholding to satisfy tax obligations from RSU vesting.

How many shares does Scott E. Howe own after the reported transactions?

After the withholding, Mr. Howe is reported to beneficially own 1,125,868 shares directly and 3,148.0113 shares indirectly via a managed account.

At what price were the withheld shares reported?

The withheld shares are reported at a price of $27.91 per share.

Was this an open-market sale by the insider?

No. The Form 4 indicates the shares were withheld by the issuer to satisfy tax obligations from vested RSUs, not sold on the open market.

When was the Form 4 signed?

The Form 4 bears a signature by an attorney-in-fact for Scott E. Howe dated 08/25/2025.