LiveRamp Holdings CFO Lauren R. Dillard filed a Form 4 on November 2, 2026, reporting the disposition of 560,794 shares of common stock at $38.50 per share in connection with the completion of a merger that took LiveRamp private as a wholly owned subsidiary of MMS USA Holdings, Inc.

Key Highlights

  • Transaction date: November 2, 2026, coinciding with the effective time of the merger between LiveRamp Holdings and Merger Sub (Covey Merger Sub, Inc.).
  • Shares disposed: 560,794 shares of common stock (par value $0.10), reflecting PSUs that vested at the effective time of the merger, according to the filing.
  • Price per share: $38.50 in cash per share, described in the filing as the "Merger Consideration."
  • Resulting beneficial ownership: 0 shares of common stock held directly following the reported transaction.
  • Merger structure: According to the filing, Merger Sub merged with and into LiveRamp Holdings, with LiveRamp continuing as the surviving corporation and a wholly owned direct subsidiary of Parent (MMS USA Holdings, Inc.).
  • Retention Letter: The filing states that Dillard's vesting was governed by a Retention Letter with the issuer, under which certain RSUs and PSUs vested at the effective time and were settled for Merger Consideration.
  • Unvested awards converted: The filing discloses that outstanding unvested 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 applicable share count.

LiveRamp CFO's Equity Position Settled at Merger Closing on November 2, 2026

According to the Form 4 filed with the SEC, Lauren R. Dillard, Chief Financial Officer of LiveRamp Holdings, Inc. (NYSE:RAMP), reported the disposition of 560,794 shares of common stock on November 2, 2026. The filing identifies the transaction as arising from the completion of a merger pursuant to an Agreement and Plan of Merger dated May 16, 2026, by and among LiveRamp Holdings, 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. At the effective time, Merger Sub merged with and into LiveRamp, with LiveRamp continuing as the surviving corporation and becoming a wholly owned direct subsidiary of Parent.

The filing states that the 560,794 shares reflect PSUs that vested at the effective time of the merger in accordance with Dillard's Retention Letter with the issuer. At the effective time, each share of LiveRamp common stock (par value $0.10) issued and outstanding immediately prior to closing was converted into the right to receive $38.50 in cash per share, without interest, described in the filing as the "Merger Consideration." Following the reported transaction, Dillard's direct beneficial ownership of common stock is listed as 0 shares.

The filing further discloses that Dillard's RSUs and PSUs that did not vest under the Retention Letter were not forfeited but instead converted into restricted cash awards. Those awards were calculated as the Merger Consideration of $38.50 multiplied by the number of shares of common stock subject to the applicable RSUs and PSUs immediately prior to the effective time, with any applicable performance goals treated as specified in the Merger Agreement. The Form 4 was signed by Jerry C. Jones as attorney-in-fact for Lauren R. Dillard.

What Was Disclosed

The filing reported the settlement of 560,794 PSUs vested at the LiveRamp merger closing on November 2, 2026, at the $38.50 per share Merger Consideration, resulting in zero remaining direct common stock ownership for CFO Lauren R. Dillard.