LiveRamp (NYSE: RAMP) withholds CFO shares on restricted stock vesting

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. (RAMP) reported that its Chief Financial Officer, Lauren R. Dillard, had shares of common stock withheld in connection with restricted stock unit vesting. On August 22, 2026, three code F transactions disposed of an aggregate 8,665 shares of common stock at $37.58 per share. According to the footnote, these shares were withheld by LiveRamp to satisfy Dillard’s tax obligations arising from the vesting of her restricted stock units, rather than sold in open-market transactions.

Insider Trade Summary

Net Seller: 8,665 shares

Net Sell 3 txns

Insider Dillard Lauren R

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	COMMON STOCK, $.10 PAR VALUE F1	2,869	$37.58	$108K
Tax Withholding	COMMON STOCK, $.10 PAR VALUE F1	2,609	$37.58	$98K
Tax Withholding	COMMON STOCK, $.10 PAR VALUE F1	3,187	$37.58	$120K

Holdings After Transaction: COMMON STOCK, $.10 PAR VALUE — 388,811 shares (Direct)

Footnotes (1)

1. F1. These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on August 22, 2026, when restricted stock units belonging to the reporting person vested.

Key Figures

Shares withheld for taxes (transaction 1): 2,869 shares Shares withheld for taxes (transaction 2): 2,609 shares Shares withheld for taxes (transaction 3): 3,187 shares +2 more

5 metrics

Shares withheld for taxes (transaction 1) 2,869 shares Code F disposition of LiveRamp common stock on August 22, 2026

Shares withheld for taxes (transaction 2) 2,609 shares Code F disposition of LiveRamp common stock on August 22, 2026

Shares withheld for taxes (transaction 3) 3,187 shares Code F disposition of LiveRamp common stock on August 22, 2026

Aggregate shares withheld for tax liability 8,665 shares Total of three code F transactions related to RSU vesting

Valuation price per share $37.58 per share Applied to each code F transaction in LiveRamp common stock

Key Terms

restricted stock units, withheld by the Issuer, tax obligations, code F

4 terms

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.

withheld by the Issuer financial

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

tax obligations financial

"to satisfy the reporting person's tax obligations that arose on August 22, 2026"

code F financial

"Payment of tax liability by delivering or withholding securities"

FAQ

What insider transaction did LiveRamp (RAMP) disclose for CFO Lauren R. Dillard?

LiveRamp disclosed that CFO Lauren R. Dillard had 8,665 shares of common stock withheld on August 22, 2026. The transactions were reported under code F and were related to tax withholding on vested restricted stock units, not open-market sales.

How many LiveRamp (RAMP) shares were involved in each of Lauren R. Dillard’s Form 4 transactions?

Three separate code F dispositions were reported: 2,869 shares, 2,609 shares, and 3,187 shares of LiveRamp common stock. All occurred on August 22, 2026 and were linked to tax withholding on RSU vesting.

At what price were the LiveRamp (RAMP) shares valued in Lauren R. Dillard’s Form 4 transactions?

Each of the three transactions for CFO Lauren R. Dillard used a price of $37.58 per share for LiveRamp common stock. This price applied to the 8,665 shares withheld to cover tax obligations on the vesting restricted stock units.

Were Lauren R. Dillard’s LiveRamp (RAMP) Form 4 transactions open-market sales?

No. The Form 4 states the transactions were code F events, meaning shares were withheld by LiveRamp to satisfy tax obligations from the vesting of restricted stock units. They were not reported as open-market purchases or sales.

What does code F signify in the LiveRamp (RAMP) Form 4 for Lauren R. Dillard?

In this Form 4, code F is described as payment of tax liability by delivering or withholding securities. For Lauren R. Dillard, 8,665 shares of LiveRamp common stock were withheld by the issuer to cover taxes on RSU vesting.

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Available on EDGAR 08/24/2026 - 04:06 PM Accepted by SEC EDGAR 08/24/2026 - 04:05 PM Learn about SEC filing dates

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^*

Dillard Lauren R

(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 FINANCIAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2026

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	08/22/2026		F		2,869(1)	D	$37.58	394,607	D
COMMON STOCK, $.10 PAR VALUE	08/22/2026		F		2,609(1)	D	$37.58	391,998	D
COMMON STOCK, $.10 PAR VALUE	08/22/2026		F		3,187(1)	D	$37.58	388,811	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, 2026, when restricted stock units belonging to the reporting person vested.

	/s/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: LAUREN R. DILLARD	08/24/2026
	** 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)