LiveRamp CFO Dillard disposes of 560,794 shares

Vested performance awards were settled at the same $38.50-per-share cash consideration as LiveRamp common stock.

Available on EDGAR 11/02/2026 - 04:57 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:57 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. reported a disposition to the issuer of 560,794 shares by Chief Financial Officer Lauren R. Dillard on November 2, 2026, in connection with its merger. The shares reflect performance-vesting restricted stock units that vested at the merger's effective time and were settled for merger consideration. LiveRamp common stock converted into a right to receive $38.50 per share in cash; LiveRamp continued as the surviving corporation and became a wholly owned direct subsidiary of MMS USA Holdings, Inc. Dillard reported zero shares following the transaction.

Insider Trade Summary

Disposition: 560,794 shares

Disposition 1 txn

Insider Dillard Lauren R

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Disposition	COMMON STOCK, $.10 PAR VALUE F1, F2, F3	560,794	$38.50	$21.59M

Holdings After Transaction: COMMON STOCK, $.10 PAR VALUE — 0 shares (Direct)

Footnotes (3)

1. F1. On November 2, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 16, 2026, by and among LiveRamp Holdings, Inc. (the "Issuer"), MMS USA Holdings, Inc. ("Parent"), Covey Merger Sub, Inc. ("Merger Sub"), and, solely for the purpose of Section 10.14 thereof, Publicis Groupe S.A. ("Publicis"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned direct subsidiary of Parent (the "Merger").
2. F2. At the effective time of the Merger (the "Effective Time"), in accordance with the Reporting Person's Retention Letter with the Issuer (the "Retention Letter"), each of the Reporting Person's time-vesting restricted stock unit awards ("RSUs") and performance-vesting restricted stock unit awards ("PSUs") granted prior to May 2026 that remained outstanding as of immediately prior to the Effective Time vested (with any applicable performance goals treated as specified in the Merger Agreement) and were settled for Merger Consideration (defined below). The amount above reflects the PSUs that vested at the Effective Time.
3. F3. At the Effective Time, each share of the Issuer's common stock, par value $0.10 per share (the "Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares and dissenting shares) was converted into the right to receive an amount in cash equal to $38.50 per share, without interest (the "Merger Consideration"). As described above in Footnote 1, certain of the Reporting Person's RSUs and PSUs vested and were settled for the Merger Consideration. In addition, at the Effective Time, the Reporting Person's outstanding and unvested RSUs and PSUs that did not otherwise vest in accordance with the Retention Letter were converted into restricted cash awards in an amount equal to (i) the Merger Consideration multiplied by (ii) the number of shares of Common Stock subject to such RSUs and PSUs (with any applicable performance goals treated as specified in the Merger Agreement) immediately prior to the Effective Time.

Key Figures

Shares disposed to issuer: 560,794 shares Merger consideration: $38.50 per share Shares following transaction: 0 shares

3 metrics

Shares disposed to issuer 560,794 shares Performance-vesting restricted stock units vested at the merger's effective time on November 2, 2026

Merger consideration $38.50 per share Cash consideration for LiveRamp common stock

Shares following transaction 0 shares Reported for Lauren R. Dillard after the transaction

Key Terms

performance-vesting restricted stock unit awards, Merger Consideration, restricted cash awards

3 terms

performance-vesting restricted stock unit awards financial

"performance-vesting restricted stock unit awards ("PSUs")"

Merger Consideration financial

"settled for the Merger Consideration"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted cash awards financial

"were converted into restricted cash awards"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did RAMP CFO Lauren R. Dillard dispose of?

Lauren R. Dillard, LiveRamp's Chief Financial Officer, reported a disposition to the issuer of 560,794 shares on November 2, 2026. The shares reflect performance-vesting restricted stock units that vested at the merger's effective time.

How were RAMP's unvested RSUs and PSUs treated in the merger?

Outstanding and unvested RSUs and PSUs that did not otherwise vest under the Retention Letter were converted at the effective time into restricted cash awards. The amount equaled $38.50 per share multiplied by the number of shares subject to those awards, with performance goals treated as specified in the Merger Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

X

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)
11/02/2026

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	11/02/2026		D		560,794(1)(2)(3)	D	$38.5(3)	0	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. On November 2, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 16, 2026, by and among LiveRamp Holdings, Inc. (the "Issuer"), MMS USA Holdings, Inc. ("Parent"), Covey Merger Sub, Inc. ("Merger Sub"), and, solely for the purpose of Section 10.14 thereof, Publicis Groupe S.A. ("Publicis"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned direct subsidiary of Parent (the "Merger").

2. At the effective time of the Merger (the "Effective Time"), in accordance with the Reporting Person's Retention Letter with the Issuer (the "Retention Letter"), each of the Reporting Person's time-vesting restricted stock unit awards ("RSUs") and performance-vesting restricted stock unit awards ("PSUs") granted prior to May 2026 that remained outstanding as of immediately prior to the Effective Time vested (with any applicable performance goals treated as specified in the Merger Agreement) and were settled for Merger Consideration (defined below). The amount above reflects the PSUs that vested at the Effective Time.

3. At the Effective Time, each share of the Issuer's common stock, par value $0.10 per share (the "Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares and dissenting shares) was converted into the right to receive an amount in cash equal to $38.50 per share, without interest (the "Merger Consideration"). As described above in Footnote 1, certain of the Reporting Person's RSUs and PSUs vested and were settled for the Merger Consideration. In addition, at the Effective Time, the Reporting Person's outstanding and unvested RSUs and PSUs that did not otherwise vest in accordance with the Retention Letter were converted into restricted cash awards in an amount equal to (i) the Merger Consideration multiplied by (ii) the number of shares of Common Stock subject to such RSUs and PSUs (with any applicable performance goals treated as specified in the Merger Agreement) immediately prior to the Effective Time.

	BY: JERRY C. JONES, ATTORNEY-IN-FACT FOR: LAUREN R. DILLARD /s/ Jerry C. Jones	11/02/2026
	** 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)