Form 4: LiveRamp Chief Ethics & Legal Officer Reports Significant Stock Vesting and Tax-Related Dispositions

LiveRamp Holdings, Inc.'s Chief Ethics & Legal Officer, Jerry C. Jones, reported the vesting of 16,539 performance stock units and subsequent tax-related dispositions of 9,461 shares of common stock on May 22, 2025.

Summary

• Jerry C. Jones, Chief Ethics & Legal Officer of LiveRamp Holdings, Inc. (RAMP), reported transactions on May 22, 2025.
• He acquired 16,539 shares of common stock at a price of $0, which were earned from Performance Stock Units (PSUs) granted in 2022 under the 2005 Equity Compensation Plan.
• Following this acquisition, his direct beneficial ownership increased to 237,720 shares.
• Subsequently, a total of 9,461 shares were disposed of at a price of $33.5 per share to satisfy tax obligations.
• These dispositions included 4,675 shares withheld for PSU vesting taxes, and 4,786 shares (193 + 456 + 813 + 3,324) withheld for Restricted Stock Unit (RSU) vesting taxes, with a portion also covering tax obligations due to retirement eligibility under the 2005 Equity Compensation Plan.
• After all reported transactions, Mr. Jones's direct beneficial ownership stands at 228,259 shares.
• He also holds indirect beneficial ownership of 5,396.8796 shares via Managed Account 1 and 3,494.7296 shares via Managed Account 2.

Sentiment

Score: 7

Explanation: The filing indicates the vesting of performance-based equity awards, which is generally a positive sign of executive compensation and performance achievement. The subsequent share dispositions are routine tax withholdings, not sales initiated by the insider, thus not indicating a negative sentiment towards the company.

Positives

• Jerry C. Jones earned 16,539 shares from the vesting of Performance Stock Units (PSUs), indicating successful achievement of performance targets.
• The vesting of PSUs and RSUs represents a significant compensation event for the reporting person.

Negatives

• A total of 9,461 shares were disposed of to cover tax obligations, reducing the direct beneficial ownership of the reporting person.

Future Outlook

NA

Industry Context

This Form 4 filing details routine insider stock transactions related to executive compensation, specifically the vesting of performance and restricted stock units and subsequent tax withholdings. Such transactions are common across publicly traded companies as part of their executive compensation structures, aligning management incentives with shareholder value creation.

Stakeholder Impact

• Shareholders: The vesting of PSUs and RSUs for a key executive aligns management's interests with shareholder value. The tax-related dispositions are a routine part of executive compensation and do not indicate a change in company strategy or financial health.

Key Dates

Recommendation

Keywords

LiveRamp Holdings, RAMP, SEC Form 4, Insider Trading, Beneficial Ownership, Performance Stock Units, Restricted Stock Units, Stock Vesting, Tax Withholding, Jerry C. Jones, Chief Ethics & Legal Officer, Equity Compensation Plan