Howe Scott E 4

What Happened

• Scott E. Howe, CEO of LiveRamp Holdings (RAMP), received 168,924 shares on May 22, 2026 as the result of vested performance stock units (PSUs). The award shares were reported as acquired at $0.00 (award/vesting).
• To satisfy tax obligations arising from the vesting, the issuer withheld 111,175 shares (transaction code F) at an implied price of $37.70 per share, totaling approximately $4,191,297. After withholding, the reporting person received a net of 57,749 shares.

Key Details

• Transaction date: May 22, 2026. Filing date (Form 4): May 27, 2026 (filing flagged as late).
• Award: 168,924 shares issued on PSU vesting (granted under the 2005 Equity Compensation Plan in 2023).
• Withheld (tax payment): 85,217 + 3,503 + 3,913 + 18,542 = 111,175 shares withheld at $37.70 each, totaling ~$4.19M.
• Net shares delivered to insider: 57,749 shares (168,924 awarded minus 111,175 withheld).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 — shares earned from PSUs granted in 2023; F2/F3 — shares were withheld by the issuer to satisfy tax obligations arising from PSU and RSU vesting.
• Filing timeliness: Report shows the Form 4 was filed 5 days after the transaction date; marked as late in this record.

Context

• This is not an open-market sale; the withheld shares were used to pay taxes on vested equity (a routine, administrative disposition), not a discretionary sale of shares by the insider.
• Such withholding transactions are common when restricted stock or PSUs vest; they reflect tax withholding rather than a signal of intent to sell remaining holdings.