LiveRamp (RAMP) CPO has shares withheld to cover RSU tax bill

Rhea-AI Filing Summary

LiveRamp Holdings, Inc.'s Chief Product Officer, Matthew Karasick, reported a routine tax-related share disposition. On February 22, 2026, 767 shares of common stock were withheld by the company at $25.64 per share to cover his tax obligations upon vesting of restricted stock units. After this withholding, he directly held 90,479 common shares, reflecting his remaining equity stake.

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^*

Karasick Matthew

(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 PRODUCT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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	02/22/2026		F		767(1)	D	$25.64	90,479	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 February 22, 2026, when restricted stock units belonging to the reporting person vested.

	/s/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: MATTHEW KARASICK	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did LiveRamp (RAMP) report for Matthew Karasick?

LiveRamp reported that Chief Product Officer Matthew Karasick had 767 shares of common stock withheld on February 22, 2026. These shares were taken by the company to satisfy tax obligations from vested restricted stock units, not an open-market sale.

Was the LiveRamp (RAMP) insider transaction a tax-withholding event or an open-market sale?

The transaction was a tax-withholding disposition, coded “F,” not an open-market sale. LiveRamp withheld 767 shares to cover Matthew Karasick’s tax obligations when his restricted stock units vested on February 22, 2026.

How many LiveRamp (RAMP) shares does Matthew Karasick hold after this Form 4?

After the tax-withholding event, Matthew Karasick directly holds 90,479 shares of LiveRamp common stock. This figure reflects his remaining ownership following the withholding of 767 shares to satisfy tax obligations tied to vested restricted stock units.

What price per share was used for the LiveRamp (RAMP) tax-withholding disposition?

The tax-withholding disposition used a price of $25.64 per share for the 767 withheld shares. This price is used for reporting and tax purposes when restricted stock units vest and shares are withheld to cover associated tax liabilities.

What does transaction code “F” mean in the LiveRamp (RAMP) Form 4 filing?

Transaction code “F” indicates payment of tax liability or exercise price by delivering securities. For LiveRamp, it means 767 shares were withheld from Matthew Karasick’s vested restricted stock units to cover taxes, rather than being sold on the open market.

Why were shares withheld from Matthew Karasick’s LiveRamp (RAMP) restricted stock units?

Shares were withheld to satisfy tax obligations arising when his restricted stock units vested on February 22, 2026. Instead of paying cash for taxes, 767 shares of LiveRamp common stock were retained by the issuer to cover the liability.