LiveRamp Holdings, Inc. filed a Post-Effective Amendment to twenty Form S-8 registration statements on November 2, 2026, to withdraw and deregister all remaining unsold shares of common stock registered under a series of equity compensation and employee benefit plans.

Key Highlights

  • Twenty registration statements amended: The filing covers Post-Effective Amendments to twenty separate Form S-8 registration statements, spanning original filings dating back to November 22, 1999.
  • Amended and Restated 2005 Equity Compensation Plan: The largest block covered is 51,375,000 shares of common stock registered under this plan across a series of registration statements.
  • Habu, Inc. 2018 Stock Plan: 699,335 shares of common stock are being deregistered under this plan (Registration Statement 333-277604).
  • Employee Stock Purchase Plan: 3,000,000 shares of common stock registered under the LiveRamp Holdings, Inc. Employee Stock Purchase Plan are included in the deregistration.
  • Multiple acquired-company plans covered: Plans from DataFleets, Ltd. (42,154 shares), Data Plus Math Corporation (162,481 shares), Pippio, Inc. (285,339 shares), Arbor (232,664 shares), Solve Media (73,951 shares), Circulate (96,212 shares), and LiveRamp, Inc. (1,473,668 shares) are all included.
  • Common stock par value: All shares being deregistered are common stock with a par value of $0.10 per share, according to the filing.
  • Share counts noted as unadjusted: The filing states the share numbers listed "do not take into account corporate actions, such as stock splits, taken in the interim."

LiveRamp Withdraws Unsold Shares Across Decades of Equity Plan Registrations

According to the filing, LiveRamp Holdings, Inc. (Delaware, IRS EIN 83-1269307), headquartered at 225 Bush Street, Seventeenth Floor, San Francisco, California 94104, submitted this Post-Effective Amendment to deregister all shares of common stock that had been registered and remain unsold under twenty Form S-8 registration statements. The registrant identified itself as a large accelerated filer. The agent for service named in the filing is Jerry C. Jones, EVP, Legal and Data Ethics, at the same San Francisco address.

The registration statements being amended span a wide range of equity plans, including plans inherited through acquisitions of companies such as Habu, Inc., DataFleets, Ltd., Data Plus Math Corporation, Pippio, Inc., and others. The Amended and Restated Key Associate Stock Option Plan of LiveRamp Holdings, Inc. (Registration Statement 333-91395, originally filed November 22, 1999) accounts for 10,147,136 shares being deregistered, while the 2018 Equity Compensation Plan of Pacific Data Partners LLC covers 2,797,191 shares and the 2011 Nonqualified Equity Compensation Plan covers 768,710 shares. The filing also includes the LiveRamp Holdings, Inc. Retirement Savings Plan among the plans listed.

The filing specifies that deregistered securities include "all shares of common stock, par value $0.10 per share" that had been registered and remain unsold, "together with any and all plan interests and other securities registered thereunder." The company noted explicitly that share numbers listed do not reflect corporate actions such as stock splits taken after the original registration dates. Sullivan and Cromwell LLP and Kutak Rock LLP are identified as counsel receiving copies.

What Was Disclosed

LiveRamp Holdings, Inc. filed Post-Effective Amendments on November 2, 2026, to withdraw and deregister all remaining unsold common stock and plan interests across twenty Form S-8 registration statements covering fourteen named equity compensation and benefit plans.