LiveRamp Holdings CEO Scott E. Howe filed a Form 4 on November 2, 2026, reporting the disposition of common stock and RSU/PSU awards in connection with the closing of a merger with MMS USA Holdings, Inc.

Key Highlights

  • Transaction date: Both dispositions occurred on November 2, 2026, the effective time of the merger.
  • Direct shares disposed: Scott E. Howe disposed of 1,624,429 shares of Common Stock (par value $0.10) directly, at $38.50 per share, leaving 0 shares held directly.
  • Indirect shares disposed: An additional 3,148.0113 shares held through a managed account were also disposed of at $38.50 per share, leaving 0 shares held indirectly.
  • Merger consideration: Each share of LiveRamp common stock was converted into the right to receive $38.50 in cash, without interest, according to the filing.
  • Merger parties: The merger was among LiveRamp Holdings, Inc., MMS USA Holdings, Inc. (Parent), Covey Merger Sub, Inc. (Merger Sub), and, solely for one provision, Publicis Groupe S.A., pursuant to an Agreement and Plan of Merger dated May 16, 2026.
  • PSU vesting: The filing states the 1,624,429 direct shares disposed reflect PSUs that vested at the effective time, in accordance with Howe's Employment Agreement with Publicis.
  • Remaining unvested awards: Unvested RSUs and PSUs that did not vest under the Publicis Employment Agreement were converted into restricted cash awards equal to the merger consideration multiplied by the number of underlying shares.

LiveRamp CEO Howe's Holdings Reduced to Zero Following Merger Closing

According to the Form 4 filed with the SEC, Scott E. Howe, who served as Chief Executive Officer and Director of LiveRamp Holdings, Inc. (NYSE:RAMP), reported two dispositions of Common Stock on November 2, 2026. The filing attributes both transactions to the closing of a merger in which Covey Merger Sub, Inc. merged with and into LiveRamp Holdings, with LiveRamp continuing as the surviving corporation and becoming a wholly owned direct subsidiary of MMS USA Holdings, Inc.

The filing states that at the effective time of the merger, certain time-vesting RSU awards and performance-vesting PSU awards granted to Howe prior to May 2026, and still outstanding immediately before the effective time, vested in accordance with Howe's Employment Agreement with Publicis Groupe S.A. The 1,624,429 directly held shares disposed of reflect PSUs that vested at the effective time and were settled for the merger consideration of $38.50 per share in cash. An additional 3,148.0113 shares held indirectly through a managed account were similarly disposed of at $38.50 per share. Following both transactions, the filing shows Howe held zero shares both directly and indirectly.

The filing further discloses that any of Howe's outstanding and unvested RSUs and PSUs that did not vest pursuant to the Publicis Employment Agreement were converted at the effective time 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 such RSUs and PSUs immediately prior to the effective time, with applicable performance goals treated as specified in the Merger Agreement. The transaction code recorded for both dispositions is "D." The form was signed by Jerry C. Jones as attorney-in-fact for Scott E. Howe on November 2, 2026.

What Was Disclosed

Scott E. Howe, CEO and Director of LiveRamp Holdings, disclosed the disposition of 1,624,429 directly held shares and 3,148.0113 indirectly held shares of Common Stock at $38.50 per share on November 2, 2026, in connection with the closing of LiveRamp's merger with MMS USA Holdings, Inc.