[Form 4] LiveRamp Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

LiveRamp Holdings insider Vihan Sharma reported a tax-withholding disposition of restricted stock units that vested on September 22, 2025. The filing shows 1,231 shares of common stock were disposed of on 09/22/2025 at a price of $28.40 per share to satisfy the reporting person's tax obligations arising when restricted stock units vested. After the withholding, the reporting person beneficially owns 135,608 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/23/2025 and identifies Sharma as LiveRamp's Chief Revenue Officer and an officer/director reporting person. The filing discloses no derivative transactions.

Positive

• Clear disclosure of the transaction date, price, and number of shares withheld to satisfy tax obligations
• Post-transaction beneficial ownership is disclosed as 135,608 shares, held directly

Negative

• Disposition of 1,231 shares reduced the reporting person's share count (withholding rather than open-market sale)

Insights

Securities Analyst

TL;DR: Routine tax-withholding on vested RSUs; small disposition, ownership remains material but unchanged in role.

The Form 4 documents a common liquidity mechanism when restricted stock units vest: the issuer withheld 1,231 shares to cover taxes at a reported price of $28.40 per share. This reduces the insider's absolute share count but is a non-sale disposition executed by the company to satisfy withholding, not an open-market sale. Post-transaction beneficial ownership stands at 135,608 shares, held directly, and no derivatives are reported. For investors, this is a routine administrative event with limited corporate governance or capital-structure implications.

Corporate Governance Expert

TL;DR: Disclosure is complete and timely; transaction type and reason are clearly stated.

The Form 4 identifies the reporting person, relationship to the issuer (Chief Revenue Officer and director), and provides transaction details including date, code (F), number of shares withheld (1,231), and the post-transaction holding (135,608 shares). The explanation explicitly states shares were withheld to satisfy tax obligations from RSU vesting. The signature by an attorney-in-fact is present and dated. This meets standard Section 16 reporting expectations and raises no governance concerns based on the information provided.

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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OMB Number:			3235-0287
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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)
09/22/2025

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	09/22/2025		F		1,231(1)	D	$28.4	135,608	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 September 22, 2025, when restricted stock units belonging to the reporting person vested.

	/s/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: VIHAN SHARMA	09/23/2025
	** 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.
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.

FAQ

What did Vihan Sharma report on the RAMP Form 4?

The Form 4 reports that 1,231 shares of LiveRamp common stock were withheld on 09/22/2025 at $28.40 per share to satisfy tax obligations from vested RSUs; post-transaction beneficial ownership is 135,608 shares.

Why were shares disposed of on the RAMP Form 4 rather than sold on the market?

The filing states the shares were withheld by the issuer to satisfy the reporting person's tax obligations arising when restricted stock units vested, indicating an administrative withholding, not an open-market sale.

Does the Form 4 show any option exercises or derivative transactions for RAMP?

No. Table II (derivative securities) shows no derivative transactions reported in this filing.

What is Vihan Sharma's role at LiveRamp as listed on the Form 4?

The Form 4 lists Vihan Sharma as Chief Revenue Officer and indicates an officer reporting relationship; the form also marks director status.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/23/2025 by Jerry C. Jones as attorney-in-fact for Vihan Sharma.