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

Rhea-AI Filing Summary

Charles Brian O'Kelley, a director of LiveRamp Holdings, Inc. (RAMP), received 2,198 shares of common stock as director compensation on 08/13/2025. The shares were issued at no cash cost ($0) and increased his beneficial ownership to 15,458 shares. The Form 4 was signed by an attorney-in-fact, Jerry C. Jones, on 08/14/2025. The filing identifies the transaction as a non-derivative acquisition and notes the shares were issued for service as a director.

Positive

• Director compensation disclosed via issuance of 2,198 shares, showing transparency in insider remuneration
• Post-transaction beneficial ownership stated at 15,458 shares, providing clear ownership context

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received equity compensation of 2,198 shares, modestly increasing insider ownership to 15,458 shares; transaction appears routine.

The issuance of 2,198 shares at $0 as director compensation is a common form of non-cash remuneration for board service. The reported post-transaction beneficial ownership of 15,458 shares is explicit in the filing. There is no indication of sales, derivative activity, or other transactions that would materially change dilution or capital structure from this single grant. Documentation shows the report was executed by an attorney-in-fact, consistent with procedural filing practice.

Corporate Governance Expert

TL;DR: This Form 4 documents a standard director equity grant; it is a governance disclosure rather than a material corporate event.

The disclosure notes the shares were issued for service as a director, which is typical for compensating board members. The form identifies the reporting person and relationship to the issuer and includes the required signature by an attorney-in-fact. No amendments, derivative instruments, or plan references beyond the affirmative statement of issuance are provided in the filing.

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^*

O'Kelley Charles Brian

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		A		2,198(1)	A	$0	15,458	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 issued to the reporting person as part of his compensation for service as a director of the registrant.

	/s/ BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: CHARLES BRIAN O'KELLEY	08/14/2025
	** 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 transaction did Charles Brian O'Kelley report on Form 4 for RAMP?

He reported the acquisition of 2,198 shares of LiveRamp common stock as director compensation on 08/13/2025.

At what price were the shares issued to the reporting person?

The shares were issued at $0, indicating they were granted as compensation rather than purchased.

What is Charles Brian O'Kelley's total beneficial ownership after the transaction?

15,458 shares of LiveRamp common stock, as stated on the Form 4.

Who signed the Form 4 filing for Charles Brian O'Kelley?

Jerry C. Jones, attorney-in-fact, signed the Form 4 on 08/14/2025.

Was this Form 4 related to any derivative transactions or sales?

No. The filing reports a non-derivative acquisition only; no derivative instruments or dispositions are disclosed.