Director Timothy R. Cadogan filed a Form 4 with the SEC on November 2, 2026, reporting the disposition of 62,157 shares of LiveRamp Holdings, Inc. common stock at $38.50 per share following the completion of a merger that converted all outstanding shares into a cash payment.

Key Highlights

  • Reporting person: Timothy R. Cadogan, listed as a Director of LiveRamp Holdings, Inc. (NYSE:RAMP)
  • Transaction date: November 2, 2026
  • Shares disposed: 62,157 shares of Common Stock, $0.10 par value, with transaction code D (disposed)
  • Price per share: $38.50 per share in cash, without interest
  • Resulting ownership: 0 shares of common stock beneficially owned following the transaction
  • Cause of disposition: Completion of a merger pursuant to the Agreement and Plan of Merger dated May 16, 2026, among LiveRamp Holdings, Inc., MMS USA Holdings, Inc., Covey Merger Sub, Inc., and Publicis Groupe S.A.

LiveRamp Merger Converts Cadogan's Shares to Cash on November 2, 2026

According to the filing, the disposition arose from the completion of a merger described in an Agreement and Plan of Merger dated May 16, 2026. The parties to that agreement, as identified in the filing, were LiveRamp Holdings, Inc. as the issuer, MMS USA Holdings, Inc. as Parent, Covey Merger Sub, Inc. as Merger Sub, and Publicis Groupe S.A., the latter participating "solely for the purpose of Section 10.14 thereof." The filing states that Merger Sub merged with and into LiveRamp Holdings, Inc., with LiveRamp continuing as the surviving corporation and "a wholly owned direct subsidiary of Parent."

The filing discloses that at the effective time of the merger, "each share of the Issuer's common stock, par value $0.10 per share 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." As a result, Cadogan's 62,157 shares were disposed of, and his reported beneficial ownership of common stock following the transaction is zero, held directly.

The Form 4 was signed by Jerry C. Jones as attorney-in-fact for Timothy R. Cadogan on November 2, 2026. No derivative securities are reported in the filing, and the form indicates it was filed by one reporting person. The filing does not indicate that the transaction was made pursuant to a Rule 10b5-1(c) plan.

What Was Disclosed

Director Timothy R. Cadogan reported the disposal of 62,157 shares of LiveRamp Holdings, Inc. common stock at $38.50 per share on November 2, 2026, resulting in zero remaining beneficial ownership, as a consequence of the company's merger with a subsidiary of MMS USA Holdings, Inc.