Matthew Karasick, Chief Product Officer of LiveRamp Holdings, Inc., filed a Form 4 on November 2, 2026, reporting the disposition of 222,153 shares of common stock at $38.50 per share in connection with the company's merger with Merger Sub, a subsidiary of MMS USA Holdings, Inc.

Key Highlights

  • Transaction date: November 2, 2026, coinciding with the effective time of the merger between LiveRamp Holdings, Inc. and Covey Merger Sub, Inc.
  • Shares disposed: 222,153 shares of Common Stock, par value $0.10 per share, reflecting PSUs that vested at the effective time of the merger.
  • Price per share: $38.50 in cash, described in the filing as the "Merger Consideration."
  • Beneficial ownership following transaction: 0 shares directly held, according to the filing.
  • PSU vesting basis: Vesting occurred in accordance with Karasick's Retention Letter with LiveRamp Holdings, with performance goals treated as specified in the Merger Agreement.
  • Remaining unvested awards: RSUs and PSUs that did not vest under the Retention Letter were converted into restricted cash awards equal to the Merger Consideration multiplied by the number of underlying shares.

Karasick's Equity Awards Settled at Merger Close on November 2, 2026

According to the filing, on November 2, 2026, Covey Merger Sub, Inc. merged with and into LiveRamp Holdings, Inc. (NASDAQ:RAMP), with LiveRamp continuing as the surviving corporation and becoming a wholly owned direct subsidiary of MMS USA Holdings, Inc. ("Parent"). The merger was conducted pursuant to an Agreement and Plan of Merger dated May 16, 2026, among LiveRamp, Parent, Covey Merger Sub, Inc., and, solely for the purpose of Section 10.14 thereof, Publicis Groupe S.A.

At the effective time of the merger, the filing states that each share of LiveRamp 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 $38.50 per share in cash, without interest. In connection with this transaction, Karasick's PSUs that remained outstanding immediately prior to the effective time vested, as governed by his Retention Letter, and were settled for the Merger Consideration. The 222,153 shares reported as disposed represent those PSUs that vested at the effective time.

The filing further discloses that Karasick's outstanding and unvested RSUs and PSUs that did not vest under the Retention Letter were converted into restricted cash awards. The amount of each such award equals the Merger Consideration of $38.50 multiplied by the number of shares of common stock subject to the applicable RSUs or PSUs immediately prior to the effective time, with performance goals treated as specified in the Merger Agreement. Following the reported transaction, Karasick's direct beneficial ownership of LiveRamp common stock stands at 0 shares, according to the filing.

What Was Disclosed

Matthew Karasick, Chief Product Officer of LiveRamp Holdings, Inc., reported the vesting and settlement of 222,153 PSUs at $38.50 per share upon the closing of LiveRamp's merger with a subsidiary of MMS USA Holdings, Inc. on November 2, 2026, resulting in zero remaining direct share ownership.