Form 4: LiveRamp CEO Scott Howe Reports Significant Equity Vesting and Tax-Related Stock Disposals

LiveRamp Holdings, Inc. CEO and Director Scott E. Howe reported the vesting of performance stock units and restricted stock units, leading to an acquisition of 101,911 shares and subsequent disposal of 75,909 shares for tax obligations.

Summary

• Scott E. Howe, Chief Executive Officer and Director of LiveRamp Holdings, Inc. (RAMP), filed a Form 4 detailing changes in his beneficial ownership.
• On May 22, 2025, Mr. Howe acquired 101,911 shares of common stock at a price of $0, which were earned from the vesting of performance stock units (PSUs) granted in 2022 under the 2005 Equity Compensation Plan.
• Concurrently, on May 22, 2025, a total of 75,909 shares were disposed of by the Issuer (LiveRamp Holdings, Inc.) to satisfy Mr. Howe's tax obligations arising from the vesting of both PSUs and restricted stock units (RSUs).
• Specifically, 51,753 shares were withheld for tax obligations related to PSU vesting, and an additional 24,156 shares (1,706 + 3,672 + 4,958 + 15,620) were withheld for tax obligations related to RSU vesting, all at a price of $33.5 per share.
• Following these transactions, Mr. Howe's direct beneficial ownership stands at 1,130,826 shares of common stock.
• Additionally, Mr. Howe holds an indirect beneficial ownership of 3,148.0113 shares through a managed account.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it reflects the successful vesting of performance-based equity, indicating the achievement of prior goals. However, the routine nature of tax-related disposals prevents a higher score.

Positives

• The vesting of 101,911 performance stock units (PSUs) indicates the achievement of performance targets set in 2022, reflecting positively on the company's and CEO's performance.
• The acquisition of shares at a $0 price signifies the realization of equity compensation, enhancing the CEO's stake in the company.

Negatives

• A significant number of shares (75,909) were withheld by the Issuer to cover tax obligations, reducing the net increase in the CEO's direct beneficial ownership from the vesting events.

Future Outlook

This document, a Form 4, reports past transactions and does not contain forward-looking statements or guidance.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, specifically related to equity compensation vesting. It does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: The vesting and subsequent tax-related disposals are routine compensation events and do not indicate new strategic shifts or significant financial changes. The shares withheld for taxes are a common practice and do not represent a sale into the open market by the executive for personal gain beyond covering tax liabilities.
• Employees: This filing pertains specifically to executive compensation and does not directly impact the broader employee base, though it reflects the company's equity compensation practices.

Key Dates

Keywords

LiveRamp Holdings Inc., RAMP, Scott E. Howe, SEC Form 4, Insider Transaction, Equity Compensation, Performance Stock Units, Restricted Stock Units, Stock Vesting, Beneficial Ownership, CEO, Director