RAMP Form 4: Vihan Sharma RSU tax-withholding reduces holdings to 136,839

Rhea-AI Filing Summary

LiveRamp Holdings insider Vihan Sharma reported withholding of vested restricted stock units to cover taxes, reducing his direct common stock holdings. The Form 4 shows three separate withholding transactions on 08/22/2025 at a price of $27.91 per share: 1,449; 2,179; and 1,602 shares, each recorded as dispositions. After these withholdings, the reporting person held 136,839 shares directly. The filing states the shares were withheld by the issuer to satisfy tax obligations arising when restricted stock units vested. No derivative transactions or other changes to indirect ownership are reported.

Insights

Securities Analyst

TL;DR: Routine tax-withholding on vested RSUs caused small, non-material share reductions.

The reported transactions are standard administrative withholdings to satisfy income tax on vested restricted stock units. The transactions reduce direct common stock holdings by modest amounts and do not indicate voluntary market sales or a change in control or ownership intent. For investors, this is an operational event rather than a signal about company outlook or insider sentiment.

Corporate Governance Expert

TL;DR: Administrative dispositions due to RSU vesting; no governance concerns disclosed.

The Form 4 discloses withholding of shares by the issuer to meet tax obligations related to vesting. The filing is consistent with equity compensation practices and includes a certification signature by an attorney-in-fact. There are no indications of unusual arrangements, accelerated vesting, or changes to reporting person roles beyond the disclosed officer title.

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^*

Sharma Vihan

(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 REVENUE 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		1,449(1)	D	$27.91	140,620	D
COMMON STOCK, $.10 PAR VALUE	08/22/2025		F		2,179(1)	D	$27.91	138,441	D
COMMON STOCK, $.10 PAR VALUE	08/22/2025		F		1,602(1)	D	$27.91	136,839	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 August 22, 2025, when restricted stock units belonging to the reporting person vested.

	/s/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: VIHAN SHARMA	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 LiveRamp (RAMP) insider Vihan Sharma report on Form 4?

The filing reports that shares were withheld by the issuer to satisfy tax obligations arising when the reporting person's restricted stock units vested; these withholdings are recorded as dispositions.

How many shares were withheld and at what price?

Three withholdings of 1,449, 2,179, and 1,602 shares were reported at a price of $27.91 per share.

What was Vihan Sharma's ownership after the transactions?

Following the reported withholdings, the reporting person beneficially owned 136,839 shares of LiveRamp common stock directly.

Were any derivative securities reported on this Form 4?

No. Table II for derivative securities shows no entries; only non-derivative share withholdings are disclosed.

Do these transactions indicate a voluntary sale by the insider?

No. The form states the shares were withheld by the issuer to satisfy tax obligations on vested RSUs, which is an administrative withholding rather than a voluntary open-market sale.