LiveRamp: 2026 Proxy Statement PDF

TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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• Preliminary Proxy Statement

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  ☒ Definitive Proxy Statement

• Definitive Additional Materials

• Soliciting Material under §240.14a-12

  LiveRamp Holdings, Inc.

  (Name of Registrant as Specified In Its Charter)

  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

  Payment of Filing Fee (Check all boxes that apply):

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• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LiveRamp Holdings, Inc.

225 Bush Street, Seventeenth Floor San Francisco, California 94104

TO THE STOCKHOLDERS OF LIVERAMP HOLDINGS, INC.:

July 6, 2026

On May 16, 2026, LiveRamp Holdings, Inc., a Delaware corporation ("LiveRamp" or the "Company"), entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the "Merger Agreement") by and among LiveRamp, MMS USA Holdings, Inc., a Delaware corporation ("Parent"), Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct Subsidiary of Parent ("Merger Sub"), and, solely for the purposes of Section 10.14 of the Merger Agreement, Publicis Groupe S.A., a French société anonyme ("Publicis"), pursuant to which LiveRamp will be acquired by Parent. A summary of the Merger Agreement is included in the proxy statement accompanying this letter under the section entitled "The Merger Agreement".

The acquisition will be completed by merging Merger Sub, with and into LiveRamp (the "Merger") with LiveRamp surviving the merger to become a wholly owned direct subsidiary of Parent (the "Surviving Company"). If the Merger is completed, each share of Company common stock, par value $0.10 per share ("Common Stock"), issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than any (i) Common Stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law (the "DGCL"), (ii) Common Stock owned or held in treasury by LiveRamp, Parent or Merger Sub and (iii) Common Stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) will be converted into the right to receive $38.50 in cash, without interest.

After careful consideration, the board of directors of LiveRamp (the "Board") unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger (the "Transactions"), are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the Merger Agreement, (iii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, and (iv) resolved to recommend that the stockholders of the Company adopt the Merger Agreement and approve the Transactions contemplated thereby, including the Merger.

We will hold a special meeting of stockholders in lieu of an annual meeting (the "Special Meeting") on August 17, 2026 at 11:30 a.m. (Pacific Time) (unless the Special Meeting is adjourned or postponed), via the internet at https://www.virtualshareholdermeeting.com/RAMP2026. Please note you will not be able to attend the Special Meeting physically in person.

At the Special Meeting, LiveRamp stockholders will be asked to consider and vote on (1) the proposal to adopt the Merger Agreement (the "Merger Agreement Proposal"), (2) the proposal to adjourn the Special Meeting, and any adjourned session of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement Proposal, (3) the proposal to elect as directors the three nominees named in the attached proxy statement for a three-year term expiring in 2029, (4) the proposal to approve an increase in the number of shares available for issuance under the Company's Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan"), (5) the proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, (6) the proposal to ratify the selection of KPMG LLP as the Company's independent registered public accountant for fiscal year 2027, (7) the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to LiveRamp's named executive officers that is based on or otherwise relates to the Merger and (8) any other business that may properly come before the Special Meeting or any postponement or adjournment thereof. The Board recommends that LiveRamp stockholders vote "FOR" each of the proposals to be considered at the Special Meeting.

Your vote is very important, regardless of the number of shares of Common Stock that you own. Because LiveRamp stockholders cannot take any action at the Special Meeting unless a majority of the shares of Common Stock outstanding and entitled to vote thereat is represented, it is important that you attend the Special Meeting virtually or are represented by proxy at the Special Meeting. The Merger cannot be completed unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock entitled to vote thereon. Whether or not you plan to attend the Special Meeting virtually, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-prepaid reply envelope, or submit your proxy by telephone or the internet. If your shares

of Common Stock are held in "street name" by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your shares of Common Stock without instructions from you. You should instruct your bank, broker or other nominee to vote your shares of Common Stock in accordance with the procedures provided by your bank, broker or other nominee. If your shares of Common Stock are held in your name and you fail to return your proxy card, submit your proxy by telephone or via the internet or vote virtually at the Special Meeting, or if your shares of Common Stock are held in "street name" by your bank, broker or other nominee and you fail to instruct your bank, broker or other nominee to vote your shares of Common Stock, then this will have the same effect as a vote "AGAINST" the Merger Agreement Proposal.

If the Merger is completed, LiveRamp stockholders who do not vote in favor of the Merger Agreement Proposal, who duly demand appraisal in writing to LiveRamp prior to the Special Meeting and comply with all applicable requirements of Delaware law will be entitled to rights of appraisal to obtain the fair value of their shares of Common Stock.

You have the right to revoke a proxy at any time prior to the taking of the vote at the Special Meeting. You may revoke your proxy prior to the taking of the vote at the Special Meeting by submitting a new proxy to vote your shares of Common Stock over the internet or by telephone (only your latest internet or telephone proxy is counted), by signing a later-dated new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card or by sending a written revocation of your proxy to LiveRamp prior to the Special Meeting. In addition, you may revoke your proxy by attending the Special Meeting and voting your shares of Common Stock via the virtual meeting website; however, attending the Special Meeting alone will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or vote your shares of Common Stock via the virtual meeting website during the Special Meeting. The accompanying proxy statement provides you with detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to read the entire proxy statement, and its annexes, including the Merger Agreement, carefully. You may also obtain additional information about LiveRamp from documents we have filed with the U.S. Securities and Exchange Commission (the "SEC"). We recommend that you review the section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which is incorporated by reference into the proxy statement.

If you have any questions or need assistance voting your shares of Common Stock, please contact our proxy solicitor, Innisfree M&A Incorporated, at (877) 750-0625 (toll-free) or (212) 750-5833 (banks and brokers).

We hope that you will participate in the Special Meeting because your vote is important. Thank you for your consideration of this matter and your confidence in LiveRamp.

Sincerely,

Jerry C. Jones

Executive Vice President, Chief Ethics and Legal Officer and Secretary

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated July 6, 2026, and, together with the enclosed form of proxy, is first being mailed to LiveRamp stockholders on or about July 8, 2026.

DATE & TIME August 17, 2026 at 11:30 a.m. (Pacific Time)

PLACE

The special meeting of stockholders in lieu of our annual meeting (the "Special Meeting") of LiveRamp Holdings, Inc. ("LiveRamp") will be held virtually via the internet at https://www.virtualshareholdermeeting.com/RAMP2026. You will not be able to attend the Special Meeting in person.

ITEMS OF BUSINESS

• To consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the "Merger Agreement"), dated May 16, 2026, by and among LiveRamp, MMS USA Holdings, Inc. ("Parent"), Covey Merger Sub, Inc., a wholly owned direct subsidiary of Parent ("Merger Sub"), and solely for the purposes of Section 10.14 of the Merger Agreement, Publicis Groupe S.A. ("Publicis"), a copy of which is included as Annex A to the proxy statement of which this notice forms a part, and pursuant to which Merger Sub will be merged with and into LiveRamp, with LiveRamp surviving the Merger as a wholly owned direct subsidiary of Parent (the "Merger", and such proposal the "Merger Agreement Proposal");

• To approve the proposal to adjourn the Special Meeting, and any adjourned session of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement Proposal (the "Adjournment Proposal");

• To elect as directors the three nominees named in the attached proxy statement for a three-year term expiring in 2029 (the "Director Election Proposal");

• To approve an increase in the number of shares available for issuance under LiveRamp's Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") (the "Share Increase Proposal");

• To approve, on an advisory (non-binding) basis, the compensation of our named executive officers (the "Say-On-Pay Proposal");

• To ratify the selection of KPMG LLP as the Company's independent registered public accountant for fiscal year 2027 (the "Auditor Ratification Proposal");

• To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to LiveRamp's named executive officers that is based on or otherwise relates to the Merger (the "Merger Compensation Proposal"); and

• To transact any other business that may properly come before the Special Meeting or any postponement or adjournment thereof.

  RECORD DATE

  Holders of the Company's common stock of record at the close of business on June 18, 2026 (the "Record Date") are entitled to vote during the Special Meeting or any postponement or adjournment thereof.

  VOTING BY PROXY

  The board of directors (the "Board") of LiveRamp is soliciting your proxy to assure that a quorum is present and that your shares of our common stock, par value $0.10 per share ("Common Stock"), are represented and voted at the Special Meeting. For information on submitting your proxy over the internet, by telephone or by mailing back the enclosed proxy card (no extra postage is needed for the provided envelope if mailed in the United States), please see the attached proxy statement and enclosed proxy card. If you later decide to vote at the Special Meeting, information on revoking your proxy prior to the Special Meeting is also provided.

  ‌VOTING DURING THE MEETING

  If you are a stockholder of record and wish to attend the Special Meeting and vote via the internet, you will be able to attend and vote via the internet at https://www.virtualshareholdermeeting.com/RAMP2026, where you may submit your questions during the Special Meeting.

  If your shares of Common Stock are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares of Common Stock or obtain a proxy, executed in your favor, from that record holder giving you the right to vote your shares of Common Stock at the Special Meeting.

  The Board recommends that you vote:

  RECOMMENDATIONS

• "FOR" the Merger Agreement Proposal;

• "FOR" the Adjournment Proposal, if necessary;

• "FOR" each director nominee included in the Director Election Proposal;

• "FOR" the Share Increase Proposal;

• "FOR" the Say-On-Pay Proposal;

• "FOR" the Auditor Ratification Proposal; and

• "FOR" the Merger Compensation Proposal.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIA THE MEETING WEBSITE, PLEASE VOTE OVER THE INTERNET OR BY CALLING THE TELEPHONE NUMBER USING THE INSTRUCTIONS ON YOUR PROXY CARD OR COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES OF COMMON STOCK PERSONALLY VIA THE MEETING WEBSITE, YOUR VOTE AT THE SPECIAL MEETING WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED BY YOU.

Your proxy may be revoked at any time before the vote at the Special Meeting, or any adjournment or postponement thereof, by following the procedures outlined in the accompanying proxy statement.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement, or need help voting your shares of Common Stock, please contact LiveRamp's proxy solicitor:

Innisfree M&A Incorporated 500 Fifth Avenue, 21st floor New York, New York 10110

Stockholders may call toll-free: (877) 750-0625 Banks and brokers may call collect: (212) 750-5833

By order of the Board of Directors

Jerry C. Jones

Executive Vice President, Chief Ethics and Legal Officer and Secretary

July 6, 2026

Page

Summary 1

Cautionary Statement Regarding Forward-Looking Statements 21

LiveRamp 22

Parent 22

The Special Meeting 23

Purpose of the Special Meeting 23

Record Date; Stockholders Entitled to Vote 24

Required Vote 24

Voting at the Special Meeting 25

Solicitation of Proxies 27

Adjournment 28

Householding of Special Meeting Materials 29

Exchanging Shares of Common Stock 29

The Merger Agreement (Proposal 1) 30

Effects of the Merger 31

Effects on LiveRamp if the Merger Is Not Completed 31

Recommendation of the Board 39

Page

Certain Unaudited Financial Information 50

Financing of the Merger 59

Regulatory Approvals and Clearances Required for the Merger 60

Delisting and Deregistration of Common Stock 62

Recommendation of the Board 62

Explanatory Note Regarding the Merger Agreement 63

Closing and Effective Time of the Merger 63

Treatment of Common Stock and Equity Awards 64

Withholding 66

Definition of "Material Adverse Effect" 68

No Solicitation; Change in Board Recommendation 72

Regulatory Filings and Efforts to Consummate 76

Employee Matters 79

Other Covenants 80

Termination of the Merger Agreement 81

Specific Performance 83

Amendment 84

Adjournment(s) of the Special Meeting (Proposal 2) 85

Election of Directors (Proposal 3) 86

Page

Nominees for Director with Terms Expiring in 2026 87

Directors with Terms Expiring in 2028 89

Corporate Governance 91

Board Leadership Structure 91

Committees of the Board of Directors 92

Insider Stock Trading Policy 95

Communication with Directors 96

Approval of the Increase in the Number of Shares Available for Issuance Under the 2005

Plan (Proposal 4) 97

Reasons to Vote "For" the Share Increase Amendment 97

Updated Number of Outstanding Awards Under the 2005 Plan 99

New Plan Benefits 101

2005 Plan Summary 102

Recommendation of the Board 107

Proposal Overview 108

Ratification of the Selection of the Independent Registered Public Accountant (Proposal 6) 109

Audit/Finance Committee Pre-Approval Policy 109

Audit/Finance Committee Report 110

Compensation Committee Interlocks and Insider Participation 112

Named Executive Officers 113

Page

Compensation Policies and Practices 119

Fiscal 2026 Compensation Decisions 122

Other Compensation Topics 130

Summary Compensation Table 135

Outstanding Equity Awards at 2026 Fiscal Year End 138

Nonqualified Deferred Compensation During Fiscal 2026 140

CEO Pay Ratio 146

Non-Employee Director Compensation 151

Advisory Vote on Named Executive Officer Merger-Related Compensation (Proposal 7) 152

Market Information 153

Dividends 153

Material U.S. Federal Income Tax Consequences of the Merger 156

Consequences to Non-U.S. Holders 157

Appraisal Rights 159

Beneficial Owners 160

Determination of Fair Value 162

Householding of Proxy Materials 164

Delinquent Section 16(A) Reports 165

‌Page

Where You Can Find More Information 166

Annex A:

Agreement and Plan of Merger, dated as of May 16, 2026, by and among LiveRamp Holdings, Inc., MMS USA Holdings, Inc., Covey Merger Sub, Inc., and solely for the purposes of Section 10.14 thereto, Publicis Groupe S.A.

A-1

Annex C: Amended and Restated 2005 Equity Compensation Plan C-1

This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the Merger. We urge you to read carefully the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you. For additional information on LiveRamp included in documents incorporated by reference into this proxy statement, see the section entitled "Where You Can Find More Information" beginning on page 166 of this proxy statement. We have included page references in this summary to direct you to a more complete description of the topics presented below.

Unless otherwise indicated or as the context otherwise requires, all references to "LiveRamp", the "Company", "we", "us", or "our" in this proxy statement refer to LiveRamp Holdings, Inc., a Delaware corporation; all references to "Parent" refer to MMS USA Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Publicis (as defined below); all references to "Publicis" refer to Publicis Groupe S.A., a French société anonyme; all references to "Merger Sub" refer to Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent; all references to "Common Stock" refer to the common stock, par value $0.10 per share, of LiveRamp; all references to the "Board" refer to the board of directors of LiveRamp; all references to the "Merger" refer to the proposed merger of Merger Sub with and into LiveRamp, with LiveRamp surviving as a wholly owned direct subsidiary of Parent; all references to the "Merger Agreement" refer to the Agreement and Plan of Merger, dated as of May 16, 2026, as it may be amended or supplemented from time to time, by and among LiveRamp, Parent, Merger Sub, and solely for the purposes of Section 10.14 of the Merger Agreement, Publicis, a copy of which is included as Annex A to this proxy statement; LiveRamp, following the completion of the Merger, is sometimes referred to in this proxy statement as the "Surviving Company."

LiveRamp (see page 22)

LiveRamp is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp's data collaboration network seamlessly unites data across advertisers, ad tech platforms, publishers, data providers, and commerce media networks - unlocking insights that deliver transformational consumer experiences, and drive measurable business outcomes. As consumers embrace artificial intelligence ("AI") powered experiences, the LiveRamp data collaboration network expands the breadth and accuracy of the data on which marketing AI capabilities operate. Our platform is engineered for AI agent accessibility, facilitating autonomous data collaboration between the specialized AI agents utilized by our customers and partners and our networked platform. Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while accelerating business growth.

LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our Common Stock is listed on the New York Stock Exchange ("NYSE") under the symbol "RAMP." We serve a global customer base from locations in the United States, Europe, and the Asia-Pacific ("APAC") region. Our direct customer list includes many of the world's best-known and most innovative brands across most major industry verticals, including but not limited to financial, insurance and investment services, information systems, direct marketing, retail, automotive, telecommunications, technology, consumer packaged goods, media, healthcare, travel and hospitality, entertainment and non-profit. We serve thousands of additional companies through our expansive partner ecosystem, unlocking access to unique customer moments and creating powerful network effects. LiveRamp's principal place of business is 225 Bush Street, Seventeenth Floor, San Francisco, CA 94104, and its telephone number is (888) 987-6764.

Publicis (see page 22)

Publicis [Euronext Paris FR0000130577, CAC 40] is a global leader in communication. Publicis is positioned at every step of the value chain, from consulting to execution, combining marketing transformation and digital business transformation. Publicis is a privileged partner in its clients' transformation to enhance personalization at scale. Publicis relies on ten expertise concentrated within four main activities: Communication, Media, Data and Technology. Through a unified and fluid organization, its clients have a facilitated access to all its expertise in every market. Present in over 100 countries, Publicis employs around 114,000 professionals. Publicis's principal place of business is Publicis Groupe

S.A. 133, avenue des Champs-Élysées Paris, France 75008 and its telephone number is +33 (0) 1 44 43 70 00.

1

Parent (see page 22)

Parent is the parent of Merger Sub and a wholly owned subsidiary of Publicis. Parent's principal place of business is 375 Hudson Street, New York, NY 10014 and its telephone number is (212) 279-5550.

Merger Sub (see page 22)

Merger Sub is a wholly owned direct subsidiary of Parent and has not engaged in any business or operations or incurred any liabilities or obligations, except for those activities incidental to its formation and the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will be merged with and into LiveRamp and will cease to exist, with LiveRamp surviving the Merger as a wholly owned subsidiary of Parent. Merger Sub's principal executive offices are maintained at 375 Hudson Street, New York, NY 10014 and its telephone number is (212) 279-5550.

Date, Time and Place of the Special Meeting (see page 23)

The Special Meeting of stockholders of LiveRamp is scheduled to be held on August 17, 2026 beginning at 11:30 a.m. (Pacific Time), via the internet at https://www.virtualshareholdermeeting.com/RAMP2026 (the "virtual meeting website"). At the Special Meeting, stockholders who owned shares of Common Stock as of the Record Date will be able to attend and vote via the internet by logging in to the virtual meeting website. Whether or not you plan to attend the Special Meeting, we urge you to vote and submit your proxy in advance of the Special Meeting by one of the methods described in these proxy materials. You will not be able to attend the Special Meeting in-person.

The Special Meeting is being held in order to consider and vote on the following proposals:

• The Merger Agreement Proposal - to adopt the Merger Agreement;
• The Adjournment Proposal - to approve the adjournment of the Special Meeting, and any adjourned session of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal;
• The Director Election Proposal - to elect as directors the three nominees named in the attached proxy statement for a three-year term expiring in 2029;
• The Share Increase Proposal - to approve an increase in the number of shares available for issuance under the 2005 Plan;
• The Say-On-Pay Proposal - to approve, on an advisory (non-binding) basis, the compensation of our named executive officers;
• The Auditor Ratification Proposal - to ratify the selection of KPMG LLP as the Company's independent registered public accountant for fiscal year 2027;
• The Merger Compensation Proposal - to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to LiveRamp's named executive officers that is based on or otherwise relates to the Merger; and
• Other Transactions - to transact any other business that may properly come before the Special Meeting or any postponement or adjournment thereof.

Record Date; Stockholders Entitled to Vote (see page 24)

Only holders of record of Common Stock at the close of business on June 18, 2026, the Record Date, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting. At the close of business on the Record Date, 60,786,315 shares of Common Stock were issued and outstanding. The holders of Common Stock will have one vote for each share of Common Stock they owned as of the close of business on the Record Date.

Quorum (see page 24)

A quorum of stockholders is necessary to hold a valid meeting. The presence virtually via the internet or by proxy of the holders of a majority of the Common Stock issued and outstanding as of the Record Date is required to establish a quorum at the Special Meeting. If a quorum is established, each holder of Common Stock shall be entitled to one vote on each of the matters presented at the Special Meeting for each share of Common Stock outstanding in his or her name on the Record Date. If a quorum is not present at any meeting of stockholders, the stockholders entitled to vote at such meeting, present virtually via the internet or represented by proxy, may adjourn the meeting from time to time (without notice other than announcement at the meeting) until a quorum is present.

Required Vote (see page 24)

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock entitled to vote thereon. Assuming a quorum, abstentions and broker non-votes will have the same effect as a vote "AGAINST" the Merger Agreement Proposal. Pursuant to the Merger Agreement, such approval is a condition to the consummation of the Merger.

Election of each nominee included in the Director Election Proposal requires the majority of votes cast for each nominee. In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected, and the Board has established procedures under which any incumbent director who fails to receive a majority of the votes cast in his or her election will tender his or her resignation to the Board. The Board will act upon a tendered resignation within ninety (90) days of the date on which the election results were certified and will promptly make public disclosure of the results of its actions.

Approval of the Adjournment Proposal, the Share Increase Proposal, the Say-On-Pay Proposal, the Auditor Ratification Proposal and the Merger Compensation Proposal requires the affirmative vote of a majority of the votes cast on each proposal. Assuming a quorum, abstentions and broker non-votes will have no effect on the approval of each proposal, except for the Auditor Ratification Proposal to which broker non-votes are not applicable.

A majority of votes cast means that the number of votes cast "FOR" a director nominee's election or a proposal must exceed the number of votes cast "AGAINST" it.

As of the Record Date, the current directors and executive officers of LiveRamp beneficially owned and were entitled to vote, in the aggregate, 1,874,915 shares of Common Stock (not including any shares of Common Stock deliverable upon exercise of or underlying any LiveRamp equity awards) representing approximately 3.08% of the outstanding voting power of Common Stock as of the Record Date. We currently expect that each of the directors and executive officers of LiveRamp will vote all of his or her shares "FOR" each of the proposals to be presented at the Special Meeting.

Accordingly, in addition to the shares held by our directors and executive officers, LiveRamp will need an additional 38,649,295 shares of Common Stock (or about 63.58% of the outstanding Common Stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal.

Proxies and Revocation (see page 27)

Any stockholder of record entitled to vote at the Special Meeting may vote at the Special Meeting, or by submitting a proxy to vote via the internet, by telephone or by mail using the enclosed postage-prepaid envelope. If you are a beneficial owner of shares of Common Stock, and your shares of Common Stock are held in "street name", you should instruct your bank, broker or other nominee on how to vote your shares of Common Stock using the instructions provided by your bank, broker or other nominee. If you fail to submit a proxy or fail to vote at the Special Meeting, or you do not provide your bank, broker or other nominee with instructions, as applicable, your shares of Common Stock will not be voted on the Merger Agreement Proposal, which will have the same effect as a vote "AGAINST" the Merger Agreement Proposal.

If you fail to vote at the Special Meeting, fail to return your proxy card or fail to submit your proxy to vote via the internet or by telephone, or if your shares of Common Stock are held in "street name" by your bank, broker or other nominee, and you fail to instruct your bank, broker or other nominee to vote, your shares of Common Stock will not be voted and will not have an effect on the approval of the Adjournment Proposal, the nominees included in the Director

Election Proposal, the Share Increase Proposal, the Say-On-Pay Proposal and the Merger Compensation Proposal, assuming a quorum is present.

You have the right to revoke a proxy at any time prior to the taking of the vote at the Special Meeting. You may revoke your proxy prior to the taking of the vote at the Special Meeting by submitting a new proxy to vote your shares of Common Stock over the internet or by telephone (only your latest internet or telephone proxy is counted), by signing a later-dated new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card or by sending a written revocation of your proxy to LiveRamp prior to the Special Meeting to our Corporate Secretary, c/o LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201. In addition, you may revoke your proxy by attending the Special Meeting and voting; however, attending the Special Meeting alone will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or vote virtually via the internet during the Special Meeting.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the voting instructions from that organization included with these proxy materials, or contact that organization to determine how you may revoke your proxy.

The Merger (see page 30)

A copy of the Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the entire Merger Agreement carefully because it is the principal document governing the Merger. For more information on the Merger Agreement, see the section entitled "The Merger Agreement" beginning on page 63 of this proxy statement.

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), Merger Sub will be merged with and into LiveRamp. LiveRamp will survive the Merger as a wholly owned direct subsidiary of Parent.

The Merger Consideration (see page 31)

On the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock issued and outstanding at the Effective Time (other than (i) Common Stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law ("DGCL"),

(ii) Common Stock owned or held in treasury by the Company, Parent or Merger Sub and (iii) Common Stock owned by

any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company and such shares, together with the shares described in (i) and (ii), the "Excluded Shares") (the "Eligible Shares") will be converted into the right to receive $38.50 in cash, without interest (the "Merger Consideration").

Recommendation of the Board (see page 39)

After careful consideration, the Board unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger (the "Transactions"), are fair to, and in the best interests of, LiveRamp and its stockholders, (ii) determined that it is in the best interests of LiveRamp and its stockholders and declared advisable to enter into the Merger Agreement, (iii) approved the execution and delivery of the Merger Agreement by LiveRamp, the performance by LiveRamp of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein; and (iv) resolved to recommend that our stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger. Certain factors considered by the Board in reaching its recommendation can be found in the section entitled "The Merger Agreement (Proposal 1) - Recommendation of the Board". The Board recommends that stockholders vote "FOR" the Merger Agreement Proposal, and "FOR" the Merger Compensation Proposal.

Opinion of Evercore Group L.L.C. (see page 43 and Annex B)

LiveRamp retained Evercore Group L.L.C. ("Evercore") to act as its financial advisor in connection with the proposed Merger. As part of this engagement, LiveRamp requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of the Common Stock (other than any (i) Dissenting Shares, (ii) Cancelled Shares or (iii) Converted Shares, together with any other shares of Common Stock held by LiveRamp, Parent or any of their respective affiliates, the "Fairness Opinion Excluded Shares") in the Merger pursuant to the Merger Agreement. At a meeting of the Board held on May 15, 2026, Evercore rendered to the Board its

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opinion, subsequently delivered in writing on May 16, 2026, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications, and conditions described therein, the Merger Consideration to be received by the holders of the Common Stock (other than Fairness Opinion Excluded Shares) in the Merger pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated as of May 16, 2026, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. LiveRamp encourages you to read this opinion carefully and in its entirety. Evercore's opinion was addressed to, and provided for the information and benefit of, the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. Evercore's opinion did not, and the summary of its opinion and the related analyses set forth in this proxy statement do not, constitute a recommendation to the Board or to any other persons in respect of the Merger, including as to how any holder of shares of Common Stock should vote or act in respect of the Merger. Evercore's opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to LiveRamp, or whether or not such other business or financial strategies could be achieved or are available, nor does it address the underlying business decision of LiveRamp to engage in the Merger.

For more information, see the section entitled "The Merger Agreement - Opinion of Evercore Group L.L.C.", and the full text of the written opinion of Evercore attached as Annex B to this proxy statement.

Interests of LiveRamp's Directors and Executive Officers in the Merger (see page 53)

In considering the recommendation of the Board that LiveRamp stockholders approve the adoption of the Merger Agreement, LiveRamp stockholders should be aware that the executive officers and directors of LiveRamp have certain interests in the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement that may be different from, or in addition to, the interests of LiveRamp stockholders generally. These interests include, among others, as applicable, the treatment of outstanding LiveRamp equity awards, potential severance payments and benefits under our severance arrangements, cash retention awards and continued indemnification and insurance coverage. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and in making their recommendation that LiveRamp stockholders approve the adoption of the Merger Agreement.

Financing of the Merger (see page 59)

Completion of the Merger (the "Closing") is not subject to a financing condition. Parent has represented in the Merger Agreement that it has, and will have at the Closing, access to cash sufficient to pay the aggregate Merger Consideration and consummate the Transactions, and to perform all of its other obligations under the Merger Agreement (including in respect of any fees, expenses or taxes in connection therewith).

Closing and Effective Time of the Merger (see page 60)

We expect to complete the Merger by December 31, 2026, subject to fulfillment of customary conditions to Closing, including approval of the Merger Agreement Proposal by LiveRamp stockholders and receipt of required regulatory approvals and clearances. The Merger is subject to various regulatory approvals and clearances and other conditions, and it is possible that factors outside the control of LiveRamp, Parent and Merger Sub could result in the Merger being completed at a later time, or not at all. There may be a substantial amount of time between the Special Meeting and the completion of the Merger. We expect to complete the Merger promptly following the receipt of all required approvals. The date on which the Closing takes place is referred to as the "Closing Date."

Regulatory Approvals and Clearances Required for the Merger (see page 60)

Before the Merger may be completed, the parties are required to use reasonable best efforts to obtain the regulatory clearances, consents and approvals necessary or advisable to consummate the Merger and the other Transactions, including (i) the expiration or termination of the applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and, if applicable, any agreements or commitments with a government entity, including the Antitrust Division of the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC") not to consummate the Merger must have expired or been terminated,

(ii) certain non-U.S. antitrust and foreign direct investment ("FDI") approvals, consents or clearances with

respect to the Merger under certain other applicable antitrust laws and FDI laws of jurisdictions specified in the LiveRamp Disclosure Letter (as defined below) must have been obtained, and (iii) the approval of the Committee on Foreign Investment in the United States ("CFIUS") under Section 721 of the Defense Production Act of 1950, as amended, must have been obtained. In deciding whether to grant the required regulatory authorization or consent, the relevant governmental entities will consider the effect of the Merger within their relevant jurisdiction, including, among other things, the impact on the parties' respective customers and suppliers and the impact of the parties' foreign investment in the jurisdiction.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on Parent's conduct in operating the business following the Closing or require changes to the terms of the Merger Agreement. There can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Merger.

On June 11, 2026, Publicis and LiveRamp filed their respective Premerger Notification and Report Forms in connection with the Merger with the DOJ and the FTC.

You should read the section entitled "The Merger Agreement - Regulatory Filings and Efforts to Consummate" for a description of the parties' obligations with respect to regulatory approvals related to the Merger.

Material U.S. Federal Income Tax Consequences of the Merger (see page 156)

The exchange of shares of Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for such purposes, a U.S. Holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger") who receives cash in the Merger in exchange for shares of Common Stock will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that the U.S. Holder receives pursuant to the Merger with respect to such shares and the U.S. Holder's adjusted tax basis in such shares. Such gain or loss will generally be long-term capital gain or loss if the U.S. Holder's holding period in such Common Stock exceeds one year at the time of the Merger.

A Non-U.S. Holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger") generally will not be subject to U.S. federal income tax with respect to the exchange of shares of Common Stock for cash pursuant to the Merger unless such Non-U.S. Holder has certain connections to the United States. However, a Non-U.S. Holder may be subject to backup withholding tax unless such Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption.

You should read the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" and consult your tax advisor regarding the particular tax consequences of the Merger to you, including any tax consequences arising under any U.S. federal non-income tax laws or the laws of any state, local or foreign taxing jurisdiction.

Appraisal Rights (see page 159)

If the Merger is completed, LiveRamp stockholders who do not vote in favor of the Merger Agreement Proposal are entitled to appraisal rights under the DGCL in connection with the Merger, provided that such stockholders fully comply with the requirements of Section 262 of the DGCL, which are further summarized in the section entitled "Appraisal Rights". In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This means that you may be entitled to have the "fair value" of your shares of Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, to be paid upon the amount determined to be "fair value", in lieu of the amount of $38.50 per share you would have received pursuant to the Merger Agreement, if you follow exactly the procedures set forth in Section 262 of the DGCL. The ultimate amount you may receive in an appraisal proceeding may be less than, equal to or more than the amount you would have otherwise received under the Merger Agreement if you do not seek appraisal of your shares of Common Stock.

To exercise your appraisal rights with respect to your shares of Common Stock, you must, among other things, deliver a written demand for appraisal to LiveRamp before the vote is taken on the Merger Agreement Proposal and you must not vote (either virtually during the Special Meeting or by proxy) in favor of the Merger Agreement Proposal with respect to such shares of Common Stock, and you must continue to hold such shares of Common Stock from the date of making the demand for appraisal through the Effective Time. As such, merely voting against, abstaining or failing to vote on the

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Merger Agreement Proposal will not by itself preserve your right to appraisal under the DGCL. If you fail to follow exactly the procedures set forth in Section 262 of the DGCL, you will lose your appraisal rights. The requirements for exercising appraisal rights are further described in the section entitled "Appraisal Rights". In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. We encourage you to read these provisions carefully and in their entirety.

If you hold your shares of Common Stock through a bank, broker or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures. In view of the complexity of the DGCL, LiveRamp stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly. The discussion of appraisal rights in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by the full text of Section 262 of the DGCL, accessible without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Delisting and Deregistration of LiveRamp Common Stock (see page 62)

If the Merger is completed, Common Stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934 (as amended, and all rules and regulations promulgated thereunder, collectively, the "Exchange Act").

Treatment of Common Stock and Equity Awards (see page 64)

• Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any person, each Eligible Share will be automatically cancelled, extinguished and converted into the right to receive an amount in cash equal to $38.50, without interest.
• LiveRamp Options. At the Effective Time, each outstanding option to purchase shares of Common Stock (each, a "LiveRamp Option") will be converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the applicable exercise price per share of such LiveRamp Option multiplied by (ii) the number of shares of Common Stock subject to such LiveRamp Option immediately prior to the Effective Time. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.
• LiveRamp Restricted Stock Awards. At the Effective Time, each outstanding award of restricted shares of Common Stock (each, a "LiveRamp Restricted Stock Award") will be converted into a restricted cash award in an amount equal to (i) the number of shares of Common Stock subject to such LiveRamp Restricted Stock Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.
• LiveRamp Restricted Stock Unit Awards and Performance Stock Unit Awards. At the Effective Time, each outstanding time-vesting restricted stock unit award (each, a "LiveRamp RSU Award") and each outstanding performance-vesting restricted stock unit award (each, a "LiveRamp PSU Award") will be converted into a restricted cash award in an amount equal to (i) the number of shares of Common Stock subject to such LiveRamp RSU Award or LiveRamp PSU Award (determined based on (x) in the case of LiveRamp PSU Awards granted on or prior to December 31, 2025, that are subject to "Rule of 40" performance conditions, 128% of the target level of performance (in the case of fiscal year 2025 grants) and 139% of the target level of performance (in the case of fiscal year 2026 grants), (y) in the case of all other LiveRamp PSU Awards granted on or prior to December 31, 2025, actual performance for completed performance periods and the greater of the target level and the actual level of performance through the Effective Time for incomplete performance periods and (z) in the case of LiveRamp PSU Awards granted after December 31, 2025, the target level of performance) immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time, except that the performance-based vesting conditions applicable to LiveRamp PSU Awards will cease to apply, and the awards will vest in full

  following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

  No Solicitation; Change in Board Recommendation (see page 72)

  LiveRamp has agreed that it will not, and will cause each of its representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing information or taking any other action) any inquiry, proposal, offer, or the making, submission or announcement of any inquiry, proposal or offer which constitutes or would reasonably be expected to lead to an Acquisition Proposal; (ii) participate in any negotiations regarding, or furnish to any person any information relating to LiveRamp or any of its subsidiaries in connection with an actual or potential Acquisition Proposal (other than solely to state that LiveRamp and its representatives are prohibited from engaging in any such discussions or negotiations); (iii) adopt, approve, endorse or recommend, or propose to adopt, approve, endorse or recommend, any Acquisition Proposal; (iv) withdraw, change, amend, modify or qualify, or otherwise propose to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company board recommendation or resolve or agree to take any such action.

  Notwithstanding the restrictions described above, if prior to obtaining the approval of the adoption of the Merger Agreement by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock entitled to vote on such matter at the Special Meeting (the "Requisite LiveRamp Stockholder Approval"), LiveRamp receives a bona fide written Acquisition Proposal that did not result from a breach of the no solicitation provisions of the Merger Agreement, which the Board determines in good faith (i) after consultation with LiveRamp's outside legal counsel and financial advisors constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal or (ii) after consultation with LiveRamp's outside legal counsel, that the failure to take such action would reasonably be expected to be a breach of the directors' fiduciary duties under applicable law, then (x) LiveRamp may furnish nonpublic information regarding LiveRamp and its subsidiaries after such person has executed a confidentiality agreement with terms not less favorable in the aggregate to LiveRamp than those contained in its confidentiality agreement with Publicis and (y) engage in discussions or negotiations with such person with respect to such Acquisition Proposal. In addition to the foregoing, prior to obtaining the Requisite LiveRamp Stockholder Approval, the Board may (i) effect a Change of Recommendation or (ii) effect a Change of Recommendation and terminate the Merger Agreement to enter into an agreement providing for the consummation of a transaction contemplated by any Acquisition Proposal that constitutes a Superior Proposal (that did not result from a breach of the no solicitation provisions of the Merger Agreement) if the Board determines in good faith after consultation with LiveRamp's outside legal counsel and financial advisors that the failure to take such action would reasonably be expected to be a breach of the directors' fiduciary duties under applicable law, so long as LiveRamp has complied with certain terms of the Merger Agreement, including (i) providing four (4) business days' written notice to Parent of its intent with respect to a Superior Proposal and negotiating with Parent in good faith any proposal by Parent to amend the terms and conditions of the Merger Agreement during the four business day period and (ii) in the case of termination of the Merger Agreement to accept a Superior Proposal, paying the Termination Fee (hereinafter defined) to Parent.

  See pages 72, 73 and 72, respectively, for definitions of "Acquisition Proposal", "Superior Proposal" and "Change of Recommendation" as used in the Merger Agreement.

  Conditions to the Completion of the Merger (see page 80)

  The respective obligations of LiveRamp, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver of certain customary conditions, including receipt of any approvals or clearances applicable to the consummation in accordance with any HSR Act, CFIUS review and other non-U.S. antitrust laws and FDI laws in certain jurisdictions, the expiration or termination of any agreement with any governmental authority not to consummate the transaction, the receipt of the Requisite LiveRamp Stockholder Approval, the absence of legal prohibitions, no material adverse effect having occurred that is continuing, the accuracy of the parties' representations and warranties subject to certain specified materiality standards, and the parties' compliance in all material respects with their respective obligations under the Merger Agreement.

  Termination of the Merger Agreement (see page 81)

  Subject to certain obligations, the Merger Agreement may be terminated and the Merger and other Transactions may be abandoned at any time before the Effective Time:

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• by mutual written consent of Parent and LiveRamp;

• by either Parent or LiveRamp:

  • if a governmental entity of competent jurisdiction has issued a final, non-appealable order, injunction, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of any of the Transactions;

  • if the Closing has not occurred on or prior to May 16, 2027 (the "Outside Date"), or the extension thereto; provided that the terminating party is not the proximate cause of the failure of Closing to occur by the Outside Date and such action or failure constitutes a material breach of the Merger Agreement;

  • if the Requisite LiveRamp Stockholder Approval is not obtained at the Special Meeting duly convened therefor or at any adjournment or postponement thereof; or

  • if (a) CFIUS notifies Parent and LiveRamp in writing that it intends to send a report to the President recommending that he act to suspend or prohibit the Merger or (b) the President issues an order suspending or prohibiting the Merger.

• by Parent or (for itself or Merger Sub):

  • if there has been a breach by LiveRamp of, or any inaccuracy in, any representation, warranty, covenant, agreement of LiveRamp set forth in the Merger Agreement that would result in a failure of certain conditions to Parent's or Merger Sub's obligation to close, subject to cure periods specified in the Merger Agreement; or

  • if any time prior to the receipt of the Requisite LiveRamp Stockholder Approval, there has been a Change of Recommendation or LiveRamp has materially breached the no solicitation provisions of the Merger Agreement.

• by LiveRamp:

  • if there has been a breach by Parent or Merger Sub of, or any inaccuracy in, any representation, warranty, covenant or agreement of Parent or Merger Sub set forth in the Merger Agreement that would result in a failure of certain conditions to LiveRamp's obligation to close, subject to cure periods specified in the Merger Agreement; or

  • at any time prior to the receipt of the Requisite LiveRamp Stockholder Approval, in order to accept a Superior Proposal in accordance with the Merger Agreement, provided that LiveRamp pays the Termination Fee.

    The Termination Fee will be payable by LiveRamp to Parent in the following circumstances:

• if (i) Parent terminates the Merger Agreement because (A) the Requisite LiveRamp Stockholder Approval is not obtained at the Special Meeting, (B) after the date of the Merger Agreement and prior to the date of the Special Meeting, an Acquisition Proposal was publicly disclosed and not publicly withdrawn at least three (3) business days prior to the Special Meeting and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into; or (ii) prior to obtaining the Requisite LiveRamp Stockholder Approval, (A) a Change of Recommendation has occurred or

  (B) LiveRamp has materially breached the no solicitation provisions of the Merger Agreement (provided that, for such purposes, the references to fifteen percent ("15%") and eighty-five percent ("85%") in the definition of Acquisition Proposal are deemed to be references to fifty percent ("50%"));

• LiveRamp terminates the Merger Agreement prior to obtaining the Requisite LiveRamp Stockholder Approval in order to effect a Change of Recommendation and enter into a definitive agreement providing for a Superior Proposal in accordance with the Merger Agreement; or

• if (i) after the date of the Merger Agreement and prior to the termination of the Merger Agreement, an Acquisition Proposal is made to the Board or LiveRamp's management becomes publicly disclosed and not withdrawn prior to such termination, (ii) Parent or LiveRamp terminates the Merger Agreement because (A) the Closing has not occurred by the Outside Date or (B) Parent terminates the Merger Agreement due to (x) a breach of, or LiveRamp's failure to perform or comply with the covenants or agreements under the Merger Agreement following the making of such Acquisition Proposal or (y) there has been a Change of Recommendation (if LiveRamp has materially breached the no solicitation covenant under the Merger Agreement); and (iii) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition

‌Proposal is entered into (provided that, for such purposes, the references to fifteen percent ("15%") and eighty-five percent ("85%") in the definition of Acquisition Proposal are deemed to be references to "50%").

In no event will LiveRamp be required to pay the Termination Fee on more than one occasion.

A Regulatory Termination Fee will be payable by Parent to LiveRamp if the Merger is not completed by the Outside Date (or an extension thereto) and (i) LiveRamp, or Parent (at a time when LiveRamp was not prohibited from terminating the Merger Agreement), terminates the Merger Agreement at a time when all conditions to closing have been satisfied or validly waived (other than those conditions that by their nature are to be satisfied at the Closing and certain regulatory conditions), or (ii) either party terminates the Merger Agreement because a governmental entity of competent jurisdiction has issued a final, non-appealable order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger.

See pages 82 and 83, respectively, for definitions of "Termination Fee" and "Regulatory Termination Fee" as used in the Merger Agreement.

Specific Performance (see page 83)

The parties have agreed that irreparable injury would occur if any provision of the Merger Agreement were not performed in accordance with its specific terms or were otherwise breached and that, accordingly, prior to any valid termination of the Merger Agreement in accordance with its terms, each party would be entitled to equitable remedies, including injunctions to prevent or remedy breaches or threatened breaches of the Merger Agreement and specific performance to enforce the terms and provisions of the Merger Agreement, including the parties' obligations to consummate the Merger and the other Transactions contemplated by the Merger Agreement.

Market Price of Common Stock (see page 153)

If the Merger is completed, you will be entitled to receive $38.50 in cash, without interest, for each Eligible Share owned by you (unless you have properly exercised, and not lost, your appraisal rights with respect to such shares of Common Stock), which represents a premium of approximately 30% to the closing price of $29.66 per share of Common Stock on May 15, 2026, the last trading day prior to the execution of the Merger Agreement.

On July 1, 2026, the most recent practicable date before this proxy statement was first mailed to our stockholders, the closing price for Common Stock on the NYSE was $37.68 per share of Common Stock. You are encouraged to obtain current market quotations for Common Stock in connection with voting your shares of Common Stock.

The following are brief answers to certain questions that you, as a stockholder of LiveRamp, may have regarding the Merger Agreement, the Merger, the Special Meeting and the proposals being considered at the Special Meeting. LiveRamp urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Merger Agreement, the Merger and the Special Meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement.

A. The Board is furnishing this proxy statement and form of proxy card to LiveRamp stockholders in connection with the solicitation of proxies to be voted at the Special Meeting.

A. Holders of record of Common Stock at the close of business on June 18, 2026 (the Record Date for the Special Meeting) are entitled to vote their shares of Common Stock owned as of that date at the Special Meeting or any postponement or adjournment thereof. On the Record Date for the Special Meeting, there were 60,786,315 shares of Common Stock outstanding and entitled to vote. A list of our stockholders will be available for review at our office at 301 Main Street, 2nd Floor, Little Rock, AR 72201 for at least ten (10) days prior to the Special Meeting.

A. You may vote all of the shares of Common Stock you held as of the Record Date, June 18, 2026, including shares held directly in your name as the stockholder of record, shares held for you as the beneficial owner in street name through a stockbroker or bank, and shares purchased through LiveRamp's 401(k) Retirement Savings Plan and/or employee stock purchase plan.

1. At the Special Meeting, stockholders will consider and act upon the matters outlined in the notice of meeting on the cover page of this proxy statement, namely:

   • the Merger Agreement Proposal;

   • the Adjournment Proposal, if necessary;

   • the Director Election Proposal;

   • the Share Increase Proposal;

   • the Say-On-Pay Proposal;

   • the Auditor Ratification Proposal; and

   • the Merger Compensation Proposal.

A. This Special Meeting is being held in lieu of our annual meeting and is intended to constitute our annual meeting under Section 302.00 of the NYSE Listed Company Manual, the Bylaws (as defined below) and the DGCL, and the delivery of this proxy statement to LiveRamp's stockholders is intended to provide notice for such annual meeting pursuant to the DGCL and the Bylaws.

A. The Special Meeting of stockholders of LiveRamp is scheduled to be held on August 17, 2026 beginning at 11:30 a.m. (Pacific Time), via the internet at www.virtualshareholdermeeting.com/RAMP2026. At the Special Meeting, stockholders who owned shares of Common Stock as of the Record Date will be able to attend, vote, and ask questions via the internet by logging in to the virtual meeting website. Whether or not you plan to attend the Special Meeting, we urge you to vote and submit your proxy in advance of the Special Meeting by one of the methods described in these proxy materials. In order to vote or submit a question during the meeting, you will need to follow the instructions posted at www.proxyvote.com and

https://www.virtualshareholdermeeting.com/RAMP2026 and will need the control number included on your voting instruction form or proxy card. Broadridge Financial Solutions, Inc. ("Broadridge") is hosting the webcast of the Special Meeting. Broadridge will have technicians ready to assist you with any technical difficulties you may have in accessing the meeting. If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call Broadridge's technical support number that will be posted on the virtual meeting platform login page.

A. Beneficial owners. Most LiveRamp stockholders hold their shares through a broker, bank or other nominee (that is, in "street name") rather than directly in their own name. If you hold your shares in street name, you are considered a "beneficial owner" of your shares and a full set of the proxy materials together with a voting instruction form have been or will be forwarded to you by your broker, bank or other nominee so you can instruct them how to vote your shares on your behalf.

Stockholders of record. If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, you are considered the "stockholder of record" of your shares and a full set of the proxy materials, together with a proxy card has been or will be sent directly to you by LiveRamp so you may vote your shares using the proxy card.

A. There are four ways to vote:

• By internet. You can submit a proxy over the internet to vote your shares by following the instructions provided on the proxy card or voting instruction form accompanying the proxy materials you received.

• By telephone. You can submit a proxy over the telephone following the instructions provided on the proxy card or voting instruction form accompanying the proxy materials you received.

• By mail. If you received paper proxy materials in the mail, you can submit a proxy by mail to vote your shares by completing, signing and returning the proxy card or voting instruction form accompanying the proxy materials you received.

• During the meeting. If you are a stockholder of record or a beneficial owner as of the June 18, 2026 Record Date, you may vote virtually via the internet during the Special Meeting. If you desire to vote virtually via the internet at the meeting, please follow the instructions for attending and voting during the Special Meeting posted at www.virtualshareholdermeeting.com/RAMP2026. Beneficial owners must obtain a legal proxy from their broker, bank or other nominee to vote during the meeting. Follow the instructions from your broker, bank or other nominee included with your proxy materials, or contact your broker, bank or other nominee to request a legal proxy. All votes must be received by the independent inspector of election before the polls close during the meeting.

Please note that telephone and internet voting will close at 8:59 p.m. (Pacific Time) on August 16, 2026.

A: If you hold shares as a participant in LiveRamp's 401(k) Retirement Savings Plan, you can vote your shares by internet, telephone or mail by following the instructions provided in the voting instruction form accompanying the proxy materials you received. Your completed voting instructions, whether submitted by internet, by telephone or by mail, must be received by 8:59 p.m. (Pacific Time) on August 12, 2026, in order to allow sufficient time for your vote to be tabulated by the plan's trustee. You also may revoke or change your voting instruction at any time prior to the cut-off time. Due to the tabulation requirements of the plan administrator, participants in LiveRamp's 401(k) Retirement Savings Plan may not vote their shares during the meeting.

A: Any stockholder executing a proxy retains the right to revoke it at any time prior to the final vote at the Special Meeting, except that participants in LiveRamp's 401(k) Retirement Savings Plan may not revoke or change their voting instructions after 8:59 p.m. (Pacific Time) on August 12, 2026. You may revoke your proxy and vote again by (i) delivering a notice of revocation or delivering a later-dated proxy to LiveRamp's Corporate Secretary at

LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201; (ii) submitting another vote over the internet or by telephone; or (iii) by attending and voting virtually via the internet during the Special Meeting. However, your attendance during the Special Meeting will not automatically revoke your proxy unless you specifically so request. A stockholder's last vote is the vote that will be counted.

A: A representative of Broadridge will count the votes and will serve as the inspector of election.

A. After careful consideration, the Board unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, LiveRamp and its stockholders, (ii) determined that it is in the best interests of LiveRamp and its stockholders and declared advisable to enter into the Merger Agreement, (iii) approved the execution and delivery of the Merger Agreement by LiveRamp, the performance by LiveRamp of its covenants and agreements contained therein and the consummation of the Merger and the other Transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, and (iv) resolved to recommend that our stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

For further information, see the section entitled "The Merger Agreement (Proposal 1) - Recommendations of the Board".

A. The Board recommends that you vote as follows:

• "FOR" the Merger Agreement Proposal;

• "FOR" the Adjournment Proposal, if necessary;

• "FOR" each director nominee included in the Director Election Proposal;

• "FOR" the Share Increase Proposal;

• "FOR" the Say-On-Pay Proposal;

• "FOR" the Auditor Ratification Proposal; and

• "FOR" the Merger Compensation Proposal.

In considering the recommendation of the Board to vote in favor of the Merger Agreement Proposal, LiveRamp stockholders should be aware that LiveRamp's directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of LiveRamp stockholders generally. For a more complete description of these interests, see the information provided in the section entitled "The Merger Agreement (Proposal 1) - Interests of LiveRamp's Directors and Executive Officers in the Merger".

A. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be automatically cancelled, extinguished and converted into the right to receive an amount in cash equal to the Merger Consideration, without interest.

A. The Merger Consideration of $38.50 per share represents a premium of approximately 30% to the closing price of

$29.66 per share of Common Stock on May 15, 2026, the last trading day prior to the execution of the Merger Agreement.

On July 1, 2026, the most recent practicable date before this proxy statement was first mailed to our stockholders, the closing price for Common Stock on the NYSE was $37.68 per share of Common Stock. You are encouraged to obtain current market quotations for Common Stock in connection with voting your shares of Common Stock.

A. LiveRamp Options. At the Effective Time, each LiveRamp Option will be converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the applicable exercise price per share of such LiveRamp Option multiplied by (ii) the number of shares of Common Stock subject to such LiveRamp Option immediately prior to the Effective Time. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

(x) in the case of LiveRamp PSU Awards granted on or prior to December 31, 2025, that are subject to "Rule of 40" performance conditions, 128% of the target level of performance (in the case of fiscal year 2025 grants) and 139% of the target level of performance (in the case of fiscal year 2026 grants), (y) in the case of all other LiveRamp PSU Awards granted on or prior to December 31, 2025, actual performance for completed performance periods and the greater of the target level and the actual level of performance through the Effective Time for incomplete performance periods and (z) in the case of LiveRamp PSU Awards granted after December 31, 2025, the target level of performance) immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time, except that the performance-based vesting conditions applicable to LiveRamp PSU Awards will cease to apply, and the awards will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

A. Upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub will be merged with and into LiveRamp at the Effective Time, the separate corporate existence of Merger Sub will cease, and LiveRamp will continue as the Surviving Company in the Merger and a wholly owned direct subsidiary of Parent. As a result of the Merger, Common Stock will no longer be publicly traded, and you will no longer have any interest in the future earnings or growth of LiveRamp. In addition, Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and LiveRamp will no longer be required to file periodic reports with the U.S. Securities and Exchange Commission (the "SEC") with respect to Common Stock, in each case, in accordance with applicable law, rules and regulations.

A. Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock entitled to vote thereon. Abstentions and broker non-votes will have the same effect as a vote "AGAINST" the Merger Agreement Proposal. Pursuant to the Merger Agreement, such approval is a condition to the consummation of the Merger.

As of the Record Date, the current directors and executive officers of LiveRamp beneficially owned and were entitled to vote, in the aggregate, 1,874,915 shares of Common Stock (not including any shares of Common Stock deliverable upon exercise of or underlying any LiveRamp equity awards) representing approximately 3.08% of the outstanding voting power of Common Stock as of the Record Date. We currently expect that each of the directors and executive officers of LiveRamp will vote all of his or her shares "FOR" each of the proposals to be presented at the Special Meeting, including the Merger Agreement Proposal.

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement 14

A. Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies will vote your shares of Common Stock in the way that you indicate. When completing the internet or telephone process or the proxy card, you may specify whether your shares of Common Stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

Stockholder of Record. If you are a stockholder of record and you properly sign and return your proxy card but do not mark the boxes showing how your shares of Common Stock should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) "FOR" the Merger Agreement Proposal; (2) "FOR" the Adjournment Proposal; (3) "FOR" each director nominee included in the Director Election Proposal; (4) "FOR" the Share Increase Proposal; (5) "FOR" the Say-On-Pay Proposal, (6) "FOR" the Auditor Ratification Proposal; and

(7) "FOR" the Merger Compensation Proposal.

Beneficial Owner. If you are a beneficial owner of shares held in street name and do not vote at the Special Meeting or provide the broker, bank or other nominee that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the broker, bank or other nominee that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote."

A. The Merger Agreement Proposal (Proposal No. 1), the Adjournment Proposal (Proposal No. 2), the Director Election Proposal (Proposal No. 3), the Share Increase Proposal (Proposal No. 4), the Say-On-Pay Proposal (Proposal No. 5) and the Merger Compensation Proposal (Proposal No. 7) are considered non-routine matters under applicable rules, and therefore a broker or other nominee may not vote on these matters without instructions from the beneficial owner. On the other hand, the Auditor Ratification Proposal (Proposal No. 6) is considered a routine matter, and a broker or other nominee may vote without instructions and broker non-votes are not expected to occur with respect to this proposal.

A. If you attend the Special Meeting or send in your signed proxy card but abstain from voting, your shares of Common Stock will still be counted in determining whether a quorum is present. If you abstain from voting or fail to vote your shares of Common Stock (including the failure of a record owner to execute and return a proxy card and the failure of a beneficial owner of shares of Common Stock held in "street name" by a broker to give voting instructions to the broker), that abstention or failure to vote will have the same effect as if you voted "AGAINST" the Merger Agreement Proposal.

Each broker non-vote will also count as a vote "AGAINST" the Merger Agreement Proposal as brokers do not have discretionary voting power on such proposal. For shares of Common Stock held in "street name", only shares of Common Stock affirmatively voted "FOR" the Merger Agreement Proposal will be counted as a vote in favor of such proposal.

A. The stockholder vote required to approve each proposal other than the Merger Agreement Proposal presented in this proxy statement is set forth below:

Majority of votes

cast*

The Adjournment Proposal, if necessary

Votes Required for Approval

Proposal

The Director Election Proposal Majority of votes cast

for each nominee*

The Share Increase Proposal

Majority of votes

cast*

The Say-On-Pay Proposal Majority of votes

cast*

The Auditor Ratification Proposal

Majority of votes

cast*

The Merger Compensation Proposal Majority of votes

cast*

* A majority of votes cast means that the number of votes cast "for" a director nominee's election or a proposal must exceed the number of votes cast "against" it.

Director Resignation Policy. In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected, and the Board of Directors has established procedures under which any incumbent director who fails to receive a majority of the votes cast in his or her election will tender his or her resignation to the Board. The Board will act upon a tendered resignation within 90 days of the date on which the election results were certified and will promptly make public disclosure of the results of its actions.

Broker non-votes and abstentions (which occur when a stockholder chooses to abstain from voting on a proposal) are counted for purposes of determining whether a quorum is present. The effect of broker non-votes and abstentions on the proposals presented in this proxy statement other than the Merger Agreement Proposal is as follows:

A. The SEC rules require LiveRamp to seek approval on a non-binding, advisory basis with respect to certain payments that will, or may be made to LiveRamp's named executive officers that are based on or otherwise relate to the Merger. For additional information, see the section entitled "Advisory Vote on Named Executive Officer Merger-Related Compensation (Proposal 7)".

A. The vote on the Merger Compensation Proposal is a vote separate and apart from the vote on the Merger Agreement Proposal. Accordingly, a stockholder may vote to approve the Merger Agreement Proposal and vote not to approve the Merger Compensation Proposal, and vice versa. Because the vote on the Merger Compensation Proposal is advisory in nature only, it will not be binding on LiveRamp, Parent or Merger Sub. Accordingly, if the Merger Agreement is adopted by LiveRamp stockholders and the Merger is completed, the Merger-related compensation may be paid to LiveRamp's named executive officers to the extent payable in accordance with the terms of their respective compensation agreements and arrangements even if LiveRamp stockholders do not approve the Merger Compensation Proposal.

A. In considering the recommendation of the Board that LiveRamp stockholders adopt the Merger Agreement, LiveRamp stockholders should be aware that the executive officers and directors of LiveRamp have certain interests in the Merger Agreement, the Merger and the other Transactions contemplated by the Merger Agreement that may be different from, or in addition to, the interests of LiveRamp stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and in making their recommendation that LiveRamp stockholders approve the adoption of the Merger Agreement. These interests include, among others, as applicable, the treatment of outstanding LiveRamp equity awards, potential severance payments and benefits under our severance arrangements, cash retention awards and continued indemnification and insurance coverage. These interests are discussed in more detail in the section entitled "The Merger Agreement (Proposal 1) - Interests of LiveRamp's Directors and Executive Officers in the Merger".

A. We expect to complete the Merger by December 31, 2026, subject to fulfillment of customary conditions to Closing, including the approval of LiveRamp stockholders and receipt of required regulatory approvals and clearances. The Merger is subject to various regulatory approvals and clearances and other conditions, and it is possible that factors outside the control of LiveRamp, Parent or Merger Sub could result in the Merger being completed at a later time, or not at all. There may be a substantial amount of time between the Special Meeting and the completion of the Merger. We expect to complete the Merger promptly following the receipt of all required approvals.

A. The exchange of shares of Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for such purposes, a U.S. Holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger") who receives cash in the Merger in exchange for shares of Common Stock will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that the U.S. Holder receives pursuant to the Merger with respect to such shares and the U.S. Holder's adjusted tax basis in such shares. Such gain or loss will generally be long-term capital gain or loss if the U.S. Holder's holding period in such Common Stock exceeds one year at the time of the Merger.

A Non-U.S. Holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger") generally will not be subject to U.S. federal income tax with respect to the exchange of shares of Common Stock for cash pursuant to the Merger unless such Non-U.S. Holder has certain connections to the United States. However, a Non-U.S. Holder may be subject to backup withholding unless such Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption.

You should read the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" and consult your tax advisor regarding the particular tax consequences of the Merger to you, including any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction or other U.S. federal tax laws.

A. The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date on which the Merger is expected to be completed. If you sell or transfer your shares of Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares of Common Stock, and each of you notifies LiveRamp in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of Common Stock, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of Common Stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the internet or by telephone (in accordance with the instructions detailed in the section entitled "The Special Meeting").

A. The Board is soliciting your proxy, and LiveRamp will bear the cost of soliciting proxies. We have hired Innisfree M&A Incorporated ("Innisfree") to help us send out the proxy materials and to solicit proxies for the Special Meeting, the estimated cost of which is approximately $40,000 plus reimbursement of certain additional out-of-pocket expenses. We will ask banks, brokerage houses, fiduciaries and custodians holding shares of Common Stock in their names for others to send proxy materials to and obtain proxies from the beneficial owners of such shares, and we will reimburse them for their reasonable expenses in doing so. We and our directors, officers and regular employees may solicit proxies by mail, personally, by telephone or by other appropriate means. No additional compensation will be paid to directors, officers or other regular employees for such services.

A. Carefully read and consider the information contained in and incorporated by reference into this proxy statement, including its annexes. Whether or not you expect to attend the Special Meeting via the virtual meeting website or by proxy, please submit a proxy to vote your shares of Common Stock as promptly as possible so that such shares may be represented and voted at the Special Meeting. A failure to vote your shares of Common Stock or an abstention from voting will have the same effect as a vote "AGAINST" the Merger Agreement Proposal.

A. Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each Eligible Share will be automatically cancelled (and shall cease to exist) and converted into the right to receive the Merger Consideration. If your shares of Common Stock are evidenced by stock certificates, after the Merger is completed, you will receive a letter of transmittal and related materials from the paying agent for the Merger with detailed written instructions for exchanging your shares of Common Stock. Holders of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the Merger Consideration. If your shares of Common Stock are held in "street name" by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your "street name" shares in exchange for the Merger Consideration.

A. No. You should not return any stock certificate or send documents evidencing ownership of Common Stock now or with the proxy card. If the Merger is completed, the paying agent for the Merger will send you a letter of transmittal and instructions for exchanging your shares of Common Stock for the Merger Consideration for each share.

A. If the Merger is completed, holders of shares of Common Stock issued and outstanding immediately prior to the Effective Time who do not vote in favor of the adoption of the Merger Agreement, who duly demand appraisal pursuant to Section 262 of the DGCL and have not effectively withdrawn their demand or otherwise waived or lost their rights to appraisal, are entitled to seek appraisal of their shares of Common Stock in connection with

the Merger under Section 262 of the DGCL if they take certain actions and meet certain conditions. For additional information, see the section entitled "Appraisal Rights". In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Failure to strictly comply, timely and properly, with the requirements of Section 262 of the DGCL will result in the loss of your right to appraisal. We encourage you to read these provisions carefully and in their entirety and, in view of their complexity, to promptly consult with your legal and financial advisors if you wish to pursue your appraisal rights in connection with the Merger.

A. The holders of a majority of the voting power of all of the outstanding shares of Common Stock entitled to vote at the Special Meeting, present virtually via the internet or by proxy, will constitute a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or if one is submitted on your behalf by your broker, bank or other agent) or if you attend the Special Meeting via the virtual meeting website. Abstentions will be counted towards the quorum requirement.

At the close of business on the Record Date, there were 60,786,315 shares of Common Stock outstanding. Thus, a total of 60,786,315 shares are entitled to vote at the Special Meeting and holders of shares of Common Stock representing at least 30,393,158 votes must be represented at the Special Meeting, virtually via the internet or by proxy, to have a quorum. If a quorum is established, each holder of Common Stock shall be entitled to one vote on each of the matters presented at the Special Meeting for each share of Common Stock outstanding in his or her name on the Record Date. There must be a quorum for business to be conducted at the Special Meeting. Failure of a quorum to be present at the Special Meeting will necessitate an adjournment or postponement and will subject LiveRamp to additional expense.

Accordingly, in addition to the shares held by our directors and executive officers, LiveRamp will need an additional 28,518,243 shares of Common Stock (or about 46.92% of the outstanding Common Stock) to be counted as present in order to have a quorum at the Special Meeting.

A. A proxy is a LiveRamp stockholder's legal designation of another person to vote shares of Common Stock owned by such LiveRamp stockholder on their behalf. If you are a LiveRamp stockholder of record, you can vote by proxy over the internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares of Common Stock beneficially in "street name", you should follow the voting instructions provided by your bank, broker or other nominee.

A. This means you own shares of Common Stock that are registered under different names or are in more than one account. For example, you may own some shares of Common Stock directly as a stockholder of record and other shares of Common Stock through a broker or you may own shares of Common Stock through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares of Common Stock you own. Each proxy card you receive comes with its own prepaid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card. For joint accounts, each owner should sign the proxy card. When signing as executor, administrator, attorney, trustee, guardian, etc., please print your full title on the proxy card.

A. No. Because any shares of Common Stock you may hold in "street name" will be deemed to be held by a different stockholder than any shares you hold of record, any shares of Common Stock so held will not be combined for voting purposes with shares of Common Stock you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares of Common Stock because they are held in a different form of record ownership. Shares of Common Stock held by a corporation or business

‌entity must be voted by an authorized officer of the entity. Shares of Common Stock held in an individual retirement account must be voted under the rules governing the account.

A. LiveRamp intends to announce preliminary voting results at the Special Meeting and to publish final results in a Current Report on Form 8-K that will be filed with the SEC following the Special Meeting. All reports that LiveRamp files with the SEC are publicly available.

A. If the Merger Agreement is not adopted by LiveRamp stockholders or if the Merger is not completed for any other reason, LiveRamp stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, shares of Common Stock will continue to be listed and traded on the NYSE. The Merger Agreement provides that, (i) upon termination of the Merger Agreement under certain circumstances, LiveRamp may be required to pay to Parent a termination fee of $32,350,000 and (ii) Parent will be required to pay LiveRamp a termination fee in the same amount if the Merger Agreement is terminated because a governmental entity of competent jurisdiction has issued a final, non-appealable order permanently prohibiting the consummation of the Merger, among other reasons. See the section entitled "The Merger Agreement - Effect of Termination - Termination Fee" for a discussion of the circumstances under which such a termination fee may be required to be paid.

A. The SEC's proxy rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement to those stockholders. This process, which is commonly referred to as "householding", potentially provides extra convenience for stockholders and cost savings for companies. LiveRamp and some brokers may be householding our proxy materials by delivering a single set of proxy materials to multiple stockholders who share an address, unless contrary instructions have been received from the affected stockholders. However, if you are residing at such an address and wish to receive a separate set of proxy materials, you may request them by calling our Corporate Secretary at (888) 987-6764, or by submitting a request in writing to our Corporate Secretary, c/o LiveRamp Holdings, Inc., Corporate Secretary at 301 Main Street, 2nd Floor, Little Rock, AR 72201, and we will promptly deliver a separate set of the proxy materials to you. If you are receiving multiple copies of our proxy statement, you can request householding by contacting the Corporate Secretary in the same manner described above.

A. LiveRamp will provide copies of this proxy statement, its annexes and the documents incorporated by reference herein, without charge to any stockholder who makes a written request to our Corporate Secretary at LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201. LiveRamp's Annual Report on Form 10-K and other SEC filings may also be accessed at https://www.sec.gov or on LiveRamp's Investor Relations website at https://investors.liveramp.com. LiveRamp's website address is provided as an inactive textual reference only. The information provided on or accessible through our website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to our website provided in this proxy statement.

If you have any questions about the Special Meeting or how to vote your shares, please contact Innisfree, which has been retained to assist us in the distribution and solicitation of proxies, by calling toll-free at (877) 750-0625. Banks, brokers and other nominees should call at (212) 750-5833.