LiveRamp (NYSE: RAMP) CRO awarded shares; stock withheld to cover taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

LiveRamp Holdings' chief revenue officer Vihan Sharma reported compensation-related stock activity rather than open-market trades. On May 22, 2026, he received 28,405 shares of common stock earned from performance stock units granted in 2023 under the 2005 Equity Compensation Plan, and a further 50,273 shares tied to those PSUs that are scheduled to vest on December 12, 2026, contingent on his continued employment. To cover tax obligations from PSU and restricted stock unit vesting, a total of 36,179 shares of common stock were withheld by LiveRamp at a reference price of $37.70 per share. After these awards and tax withholdings, Sharma directly holds 205,424 shares of LiveRamp common stock.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Sharma Vihan

Role CHIEF REVENUE OFFICER

Type	Security	Shares	Price	Value
Grant/Award	COMMON STOCK, $.10 PAR VALUE	50,273	$0.00	--
Tax Withholding	COMMON STOCK, $.10 PAR VALUE	25,137	$37.70	$948K
Grant/Award	COMMON STOCK, $.10 PAR VALUE	28,405	$0.00	--
Tax Withholding	COMMON STOCK, $.10 PAR VALUE	2,180	$37.70	$82K
Tax Withholding	COMMON STOCK, $.10 PAR VALUE	1,602	$37.70	$60K
Tax Withholding	COMMON STOCK, $.10 PAR VALUE	7,260	$37.70	$274K

Holdings After Transaction: COMMON STOCK, $.10 PAR VALUE — 205,424 shares (Direct, null)

Footnotes (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 earned by the reporting person in connection with the PSUs granted pursuant to the 2005 Equity Compensation Plan to the reporting person in 2023 and will vest on December 12, 2026, contingent upon the reporting person's continued employment with the Issuer. 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

Tax-withheld shares: 36,179 shares Tax withholding price: $37.70 per share PSU shares vested: 28,405 shares +4 more

7 metrics

Tax-withheld shares 36,179 shares Shares withheld to satisfy tax obligations on May 22, 2026

Tax withholding price $37.70 per share Reference price for withheld shares on May 22, 2026

PSU shares vested 28,405 shares Shares earned from 2023 performance stock units vesting on May 22, 2026

PSU shares to vest 50,273 shares Shares scheduled to vest on December 12, 2026, contingent on employment

Post-transaction holdings 205,424 shares LiveRamp common stock directly held after reported transactions

Individual tax-withheld block 25,137 shares Largest single F-code tax-withholding disposition on May 22, 2026

Other tax-withheld blocks 7,260; 1,602; 2,180 shares Additional F-code tax-withholding dispositions on May 22, 2026

Key Terms

performance stock units, restricted stock units, 2005 Equity Compensation Plan, tax obligations, +1 more

5 terms

performance stock units financial

"These shares were earned by the reporting person in connection with the performance stock units ("PSUs") granted pursuant to the 2005 Equity Compensation Plan..."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

restricted stock units financial

"These shares were withheld by the Issuer to satisfy the reporting person's tax obligations... 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.

2005 Equity Compensation Plan financial

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

tax obligations financial

"These 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"

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Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 04:56 PM

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^*

Sharma Vihan

(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 REVENUE 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK, $.10 PAR VALUE	05/22/2026		A		50,273⁽¹⁾	A	$0	205,424	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		25,137⁽²⁾	D	$37.7	180,287	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		A		28,405⁽³⁾	A	$0	208,692	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		2,180⁽⁴⁾	D	$37.7	206,512	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		1,602⁽⁴⁾	D	$37.7	204,910	D
COMMON STOCK, $.10 PAR VALUE	05/22/2026		F		7,260⁽⁴⁾	D	$37.7	197,650	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 earned by the reporting person in connection with the PSUs granted pursuant to the 2005 Equity Compensation Plan to the reporting person in 2023 and will vest on December 12, 2026, contingent upon the reporting person's continued employment with the Issuer.

4. 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/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: VIHAN SHARMA	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did LiveRamp (RAMP) report for Vihan Sharma?

The filing shows Vihan Sharma received stock awards tied to 2023 performance stock units and had shares withheld to cover tax obligations from vesting awards, leaving him with 205,424 directly held LiveRamp common shares afterward.

Were LiveRamp (RAMP) shares bought or sold on the market in this Form 4?

No open-market purchases or sales are reported. The transactions are stock grants and share withholdings for tax obligations, rather than discretionary buying or selling of LiveRamp common stock in the market.

How many LiveRamp (RAMP) shares were withheld for Vihan Sharma’s taxes?

A total of 36,179 LiveRamp common shares were withheld to satisfy Vihan Sharma’s tax obligations arising from vesting performance stock units and restricted stock units, using a reference price of $37.70 per share on May 22, 2026.

What stock awards did Vihan Sharma receive from LiveRamp (RAMP)?

He received 28,405 shares earned from 2023 performance stock units that vested on May 22, 2026, and 50,273 additional shares tied to the same PSU grant that are scheduled to vest on December 12, 2026, subject to continued employment.

How many LiveRamp (RAMP) shares does Vihan Sharma hold after these transactions?

Following the reported stock awards and tax-withholding share dispositions, Vihan Sharma directly holds 205,424 shares of LiveRamp common stock, according to the ownership figures disclosed in the Form 4 filing.