{"url_path":"/sec/ramp/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/733269/0001104659-26-062908-index.html","accession_number":"0001104659-26-062908","cik":"0000733269","ticker":"RAMP","issuer_name":"LiveRamp Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/733269/0001104659-26-062908-index.html","primary_entity_key":"0000733269","primary_entity_name":"LiveRamp Holdings, Inc."},"word_count":1978,"has_tables":true,"body_markdown":"**Item 1.01.****Entry into a Material Definitive Agreement.**\n\n \n\nOn May 16, 2026, LiveRamp Holdings, Inc.\n(the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with\nMMS USA Holdings, Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Publicis (defined below),\nCovey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and, solely\nfor the purpose of Section 10.14 thereto, Publicis Groupe S.A., a French société anonyme (“Publicis”),\npursuant to which, among other things, at the effective time of the Merger (the “Effective Time”), Merger Sub will\nmerge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a direct\nwholly owned subsidiary of Parent.\n\n \n\nThe Board of Directors of the Company (the “Company\nBoard”) has unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby,\nincluding the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in\nthe best interests of the Company and its stockholders and declared it advisable to enter into the Merger Agreement, (iii)  approved\nthe execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and agreements contained\ntherein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject\nto the conditions contained therein and (iv) resolved to recommend that the Company’s stockholders approve the transactions,\nincluding the Merger, and adopt the Merger Agreement.\n\n \n\n**The Merger Agreement**\n\n \n\nOn the terms and subject to the conditions set\nforth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.10 per share, of the Company (“Company\nCommon Stock”) issued and outstanding immediately prior to the Effective Time (other than any (i) Company Common Stock\nowned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General\nCorporation Law (the “DGCL”), (ii) Company Common Stock owned by the Company, Parent or Merger Sub and (iii) Company\nCommon Stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) will be converted\ninto the right to receive $38.50 in cash, without interest (the “Merger Consideration”).\n\n \n\nIn addition, the Merger Agreement provides for\nthe following treatment of the Company’s equity awards at the Effective Time:\n\n \n\n·Options: Each outstanding option to purchase\nshares of Company Common Stock (each, a “Company Option”) will be converted into a restricted cash award in an amount\nequal to (i) the excess of the Merger Consideration over the applicable exercise price per share of such Company Option multiplied\nby (ii) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time. The\nrestricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest\nin full following certain qualifying terminations of employment that occur prior to the 24-month anniversary of the Effective Time in\naccordance with the Merger Agreement.\n\n \n\n·Restricted Stock Awards: Each outstanding\naward of restricted shares of Company Common Stock (each, a “Company Restricted Stock Award”) will be converted into\na restricted cash award in an amount equal to (i) the number of shares of Company Common Stock subject to such Company Restricted\nStock Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise\nbe subject to the same terms and conditions as applicable before the Effective Time, but will vest in full following certain qualifying\nterminations of employment that occur prior to the 24-month anniversary of the Effective Time in accordance with the Merger Agreement.\n\n \n\n \n\n \n\n \n\n·Company Restricted Stock Unit Awards and Performance\nStock Unit Awards: Each outstanding time-vesting restricted stock unit award (each, a “Company RSU Award”) and\neach outstanding performance-vesting restricted stock unit award (each, a “Company PSU Award”) will be converted into\na restricted cash award in an amount equal to (i) the number of shares of Company Common Stock subject to such Company RSU Award\nor Company PSU Award (determined based on (x) in the case of Company PSU Awards granted on or prior to December 31, 2025, that\nare subject to “Rule of 40” performance conditions, 128% of the target level of performance (in the case of fiscal year\n2025 grants) and 139% of the target level of performance (in the case of fiscal year 2026 grants), (y) in the case of all other Company\nPSU Awards granted on or prior to December 31, 2025, actual performance for completed performance periods and the greater of the\ntarget level and the actual level of performance through the Effective Time for incomplete performance periods and (z) in the case\nof Company PSU Awards granted after December 31, 2025, target level of performance) immediately prior to the Effective Time, multiplied\nby (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable\nbefore the Effective Time, except that the performance-based vesting conditions applicable to Company PSU Awards will cease to apply,\nand the awards will vest in full following certain qualifying terminations of employment that occur prior to the 24 month anniversary\nof the Effective Time in accordance with the Merger Agreement.\n\n  \n\nThe consummation of the Merger is subject to various\nconditions, including, among others, customary conditions relating to: (i) approval of the Merger and the adoption of the Merger\nAgreement by the Company’s stockholders (the “Company Stockholder Approval”); (ii) the absence of any law\nor order making unlawful or restraining, enjoining or otherwise prohibiting consummation of the Merger; (iii) (a) expiration\nor termination of any applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of\n1976, as amended, (b) the receipt of certain non-U.S. antitrust and foreign direct investment approvals and (c) the receipt\nof the CFIUS Approval (as defined in the Merger Agreement); (iv) the absence of any material adverse effect with respect to the Company;\nand (v) other customary conditions relating to the accuracy of representations and warranties and performance of covenants.\n\n \n\nThe Merger Agreement also contains customary representations,\nwarranties and covenants of the Company, Parent and Merger Sub, including, among others, covenants regarding the operation of the business\nof the Company and its subsidiaries prior to the Effective Time. Each of the Company and Parent will use its respective reasonable best\nefforts to take, or cause to be taken, all actions necessary, proper or advisable under applicable law to consummate the transactions\ncontemplated in the Merger Agreement. In addition, the Company has agreed to customary “no shop” restrictions on the Company’s\nability to solicit any Acquisition Proposal (as defined in the Merger Agreement) and to enter into any Company Acquisition Agreement (as\ndefined in the Merger Agreement). Notwithstanding the limitations applicable under the “no-shop” restrictions, if, after the\ndate of the Merger Agreement and prior to the date on which the Company Stockholder Approval is obtained, the Company receives a *bona\nfide* written Acquisition Proposal that did not result from a breach of the Company’s obligations under the “no-shop”\nrestrictions and the Company Board determines in good faith, after consultation with its outside financial advisors and outside legal\ncounsel, that such Acquisition Proposal (i) constitutes or could reasonably be expected to lead to a Superior Proposal (as defined\nin the Merger Agreement) and (ii) the failure to take such action would be a breach of its fiduciary duties under applicable law,\nthe Company may engage in discussions or negotiations with and may provide nonpublic information relating to the Company to the person\nmaking such Acquisition Proposal and change its recommendation that the Company’s stockholders approve the adoption of the Merger\nAgreement, subject to certain notice rights, execution of confidentiality agreements and match rights in favor of Parent.\n\n \n\nIf the Merger is consummated, the Company Common\nStock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the\n“Exchange Act”), provided that such delisting and termination will not be effective until at or after the Effective\nTime.\n\n \n\n \n\n \n\n \n\nThe Merger Agreement\nprovides for certain customary termination rights of the Company and Parent, including, among others, (i) the Company’s right\nto terminate the Merger Agreement prior to the time the Company Stockholder Approval is obtained, in certain circumstances and subject\nto certain limitations, to accept a Superior Proposal, (ii) Parent’s right to terminate the Merger Agreement if the Company\nBoard changes its recommendation that the Company’s stockholders approve the Merger and adopt the Merger Agreement or the Company\nis in material breach of the Merger Agreement, (iii) the right of each of the Company and Parent to terminate the Merger Agreement\nif the (a) the Company Stockholder Approval is not obtained, (b) the Merger has not been\ncompleted on or before May 16, 2027 (the “Outside Date”), which will be automatically extended by a period of\nthree (3) months if certain regulatory closing conditions remain the only conditions not satisfied or waived as of the Outside Date\n(other than conditions that by their nature are to be satisfied at the closing) or (c) if the Committee on Foreign Investment in\nthe United States (“CFIUS”) notifies Parent and the Company in writing that it intends to send a report to the President\nrecommending he act to suspend or prohibit the Merger or the President issues an order suspending or prohibiting the Merger. The Merger\nAgreement also provides that (x) the Company will be required to pay Parent a termination fee of $32,350,000 following or in connection\nwith the termination of the Merger Agreement in certain circumstances, including if the Company terminates the Merger Agreement in order\nto accept a Superior Proposal as set forth in the Merger Agreement and (y) Parent will be required to pay the Company a termination\nfee of $32,350,000 following or in connection with the termination of the Merger Agreement in certain circumstances, including if the\nCompany terminates the Merger Agreement as a result of regulatory consents not being obtained on or before the Outside Date or the extension\nthereof and all other applicable conditions to the closing have been satisfied as of the time of such termination.\n\n \n\nThe foregoing description of the Merger Agreement\ndoes not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1\nand is incorporated herein by reference.\n\n \n\nA copy of the Merger Agreement and the above description\nof the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. They are\nnot intended to provide any other factual information about the Company, Parent or their respective subsidiaries or affiliates. The representations,\nwarranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement and as of specific\ndates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting\nparties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties\nto the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the\ncontracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants\nor any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective\nsubsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the\ndate of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or Parent’s\npublic disclosures."}