LiveRamp CEO disposes of 1.62M direct shares in merger
Common shares other than specified excluded and dissenting shares were converted into a right to $38.50 in cash; some unvested awards became restricted cash awards.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
LiveRamp Holdings, Inc. reported merger-related dispositions by Chief Executive Officer Scott E. Howe on November 2, 2026, when Merger Sub merged into LiveRamp and the company became a wholly owned direct subsidiary of MMS USA Holdings, Inc. Howe reported disposition to the issuer of 1,624,429 directly held shares—PSUs that vested at the merger’s effective time—and 3,148 indirectly held shares through Managed Account 1. The reported post-transaction holdings were zero shares for each position; the merger consideration was $38.50 per share.
Insider Trade Summary
Disposition: 1,627,577.0113 shares
Disposition
2 txns
Insider
Howe Scott E
Role
CHIEF EXECUTIVE OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | COMMON STOCK, $.10 PAR VALUE F1, F2, F3 | 1,624,429 | $38.50 | $62.54M |
| Disposition | COMMON STOCK, $.10 PAR VALUE F3 | 3,148.0113 | $38.50 | $121K |
Holdings After Transaction:
COMMON STOCK, $.10 PAR VALUE — 0 shares (Direct);
COMMON STOCK, $.10 PAR VALUE — 0 shares (Indirect, BY MANAGED ACCOUNT 1)
Footnotes (3)
- 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").
- F2. At the effective time of the Merger (the "Effective Time"), in accordance with the Reporting Person's Employment Agreement with Publicis (the "Publicis Employment Agreement"), 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.
- 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 Publicis Employment Agreement 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
Direct shares disposed: 1,624,429 shares
Indirect shares disposed: 3,148 shares
Merger Consideration: $38.50 per share
+2 more
5 metrics
Direct shares disposed
1,624,429 shares
Scott E. Howe; November 2, 2026; amount reflects PSUs that vested at the merger’s effective time
Indirect shares disposed
3,148 shares
Held through Managed Account 1; November 2, 2026
Merger Consideration
$38.50 per share
Cash consideration for eligible common shares
Direct shares after transaction
0 shares
Reported post-transaction position
Indirect shares after transaction
0 shares
Reported post-transaction position through Managed Account 1
Key Terms
Merger Consideration, time-vesting restricted stock unit awards, performance-vesting restricted stock unit awards, restricted cash awards
4 terms
Merger Consideration financial
"settled for 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.
time-vesting restricted stock unit awards financial
"time-vesting restricted stock unit awards"
performance-vesting restricted stock unit awards financial
"performance-vesting restricted stock unit awards"
restricted cash awards financial
"converted into restricted cash awards"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to Scott E. Howe’s RAMP RSUs and PSUs in the merger?
At the merger’s effective time, Howe’s time-vesting and performance-vesting awards granted before May 2026 that remained outstanding immediately beforehand vested under the terms described in the Merger Agreement and his employment agreement. Outstanding unvested RSUs and PSUs that did not otherwise vest were converted into restricted cash awards based on the $38.50-per-share Merger Consideration and the shares subject to those awards.
AI-generated analysis. How Rhea-AI works. Not financial advice.
