LiveRamp Holdings, Inc. filed a Post-Effective Amendment to twenty Form S-8 registration statements on November 2, 2026, to withdraw and deregister all unsold shares of common stock and related plan interests remaining under those registrations.

Key Highlights

  • Twenty registration statements covered: The filing amends registration statements spanning Registration Nos. 333-91395 through 333-289698, collectively covering equity compensation plans dating back to an original filing on November 22, 1999.
  • Largest block deregistered: 51,375,000 shares of common stock registered under the Amended and Restated 2005 Equity Compensation Plan of LiveRamp Holdings, Inc. are among the securities being withdrawn.
  • Employee Stock Purchase Plan shares: 3,000,000 shares registered under the LiveRamp Holdings, Inc. Employee Stock Purchase Plan are included in the deregistration.
  • Habu, Inc. 2018 Stock Plan: 699,335 shares of common stock, originally registered March 1, 2024, are being deregistered.
  • Multiple acquired-company plans included: Plans covering DataFleets, Ltd. (42,154 shares), Data Plus Math Corporation (162,481 shares), Pippio, Inc. (285,339 shares), Arbor Equity Compensation Plan (232,664 shares), Solve Media, Inc. (73,951 shares), and Circulate Equity Compensation Plan (96,212 shares) are all deregistered.
  • Par value and share type: All securities being deregistered are common stock with a par value of $0.10 per share, according to the filing.
  • Share counts noted with caveat: The filing states that share numbers listed "do not take into account corporate actions, such as stock splits, taken in the interim."

LiveRamp Withdraws Unsold Shares Across Fourteen Equity Compensation Plans

According to the filing, LiveRamp Holdings, Inc. (registered as a large accelerated filer, incorporated in Delaware, IRS Employer Identification No. 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, par value $0.10 per share, that had been registered and remain unsold under twenty Form S-8 registration statements. The filing covers plan interests and other securities registered under those statements as well.

The registration statements span a broad range of equity compensation plans, including plans assumed through acquisitions. Among the plans listed are the LiveRamp, Inc. 2006 Equity Incentive Plan (1,473,668 shares under Registration No. 333-197463, originally filed July 16, 2014), the 2018 Equity Compensation Plan of Pacific Data Partners LLC (2,797,191 shares under Registration No. 333-227540, originally filed September 26, 2018), the 2011 Nonqualified Equity Compensation Plan (768,710 shares under Registration No. 333-214927, originally filed December 6, 2016), and the Amended and Restated Key Associate Stock Option Plan of LiveRamp Holdings, Inc. (10,147,136 shares under Registration No. 333-91395, originally filed November 22, 1999).

The filing identifies Jerry C. Jones, EVP, Legal and Data Ethics at LiveRamp Holdings, Inc., as the agent for service. Sullivan and Cromwell LLP and Kutak Rock LLP are listed as counsel receiving copies. The registrant checked the "large accelerated filer" box and confirmed it is not a smaller reporting company or emerging growth company. No financial statements or new securities offerings are included in this filing, which is limited to the deregistration action described above.

What Was Disclosed

LiveRamp Holdings, Inc. filed Post-Effective Amendments on November 2, 2026, to withdraw and deregister all remaining unsold common stock shares and plan interests under twenty Form S-8 registration statements covering fourteen equity compensation plans, including plans from multiple acquired companies.