{"url_path":"/sec/ramp/8-k/2026-05-18/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 ****Regulation FD Disclosure.**","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":1318,"has_tables":true,"body_markdown":"**Item 7.01.****Regulation FD Disclosure.**\n\n \n\nOn May 17, 2026, Publicis and the Company\npublished a joint press release announcing the entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.2\nto this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nThe information in this Item 7.01 and Exhibit 99.2\nshall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of\nthat Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act\nor the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange\nAct or incorporates it by specific reference in such filing.\n\n \n\n**Important Information and Where to Find\nIt**\n\n \n\nThis Current Report on Form 8-K and the exhibits\nhereto may be deemed to be solicitation material in respect of the proposed transaction between the Company, Parent, Merger Sub and Publicis.\nIn connection with the proposed transaction, the Company will be filing documents with the Securities and Exchange Commission (the “SEC”),\nincluding preliminary and definitive proxy statements relating to the proposed transaction (the “proxy statement”).\nThe definitive proxy statement will be mailed to the Company’s shareholders in connection with the proposed transaction. BEFORE\nMAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND\nANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT\nWHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions\nto be proposed at the Company’s shareholder meeting to approve the proposed transaction should be made only on the basis of the\ninformation contained in the Company’s proxy statement and documents incorporated by reference therein. Investors and security holders\nmay obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s\nweb site at www.sec.gov or on the Company’s website at www.liveramp.com.\n\n \n\n \n\n \n\n \n\n**NO OFFER OR SOLICITATION**\n\n \n\nThis Current Report on Form 8-K and the exhibits\nhereto do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,\nnor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration\nor qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus\nmeeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable European and French regulations.\n\n \n\n**Participants in the Solicitation**\n\n \n\nPublicis, the Company and their respective directors\nand certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from the shareholders\nof the Company in respect of the proposed transactions contemplated by the proxy statement. Information regarding the persons who are,\nunder the rules of the SEC, participants in the solicitation of the shareholders of the Company in connection with the proposed transaction,\nincluding a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement\nwhen it is filed with the SEC. Information about the directors and executive officers of the Company and their ownership of shares of\nCompany common stock and other securities of the Company can be found in the sections entitled “Nominees and Continuing Directors,”\n“Stock Ownership,” “Compensation Discussion and Analysis,” “Compensation Tables,” and “Non-Employee\nDirector Compensation” included in the Company’s proxy statement in connection with its 2025 Annual Meeting of Shareholders,\nfiled with the SEC on June 27, 2025; in the Form 3 and Form 4 initial statements of beneficial ownership and statements\nof changes in beneficial ownership filed with the SEC by the Company’s directors and executive officers; and in other documents\nsubsequently filed by the Company with the SEC, including the Company’s proxy statement relating to the proposed transaction when\nit becomes available. Investors and security holders may obtain free copies of these documents and other related documents filed with\nthe SEC at the SEC’s website at www.sec.gov or on the Company’s website at www.liveramp.com.\n\n \n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n \n\nThis Current Report on Form 8-K contains\nforward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as\namended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning Publicis, the Company, the proposed transaction\nand other matters. Forward-looking statements contained herein could include, among other things, statements regarding the anticipated\ntiming of the consummation of the proposed transaction; statements about management’s confidence in and strategies for performance\nof the combined businesses; expectations for new and existing products, technologies and opportunities; and expectations regarding growth,\nsales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as “may,” “could,”\n“expect,” “anticipate,” “intend,” “believe,” “likely,” “estimate,”\n“outlook,” “plan,” “contemplate,” “project,” “target” or other comparable\nterms. These forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking\nstatements as a result of a number of risks and uncertainties, many of which are outside the parties’ control. Many factors could\ncause actual future events to differ materially from the forward-looking statements in this communication including, but not limited to:\n(1) failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the proposed transaction\nor the occurrence of any event, change, or other circumstance that could give rise to the right of one or multiple of the parties to terminate\nthe definitive agreement between Parent and the Company; (2) the possibility that the transaction does not close when expected or\nat all because required regulatory, shareholder, or other approvals are not received or satisfied on a timely basis or at all; (3) the\npossibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events,\nincluding those resulting from the announcement, pendency or completion of the transaction; (4) risks that the new businesses will\nnot be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies\nand growth or that such benefits may take longer to realize than expected; (5) failure to realize anticipated benefits of the combined\noperations; (6) risks relating to unanticipated costs of integration; (7) ability to hire and retain key personnel; (8) ability\nto successfully integrate the companies’ businesses; (9) the potential impact of announcement or consummation of the proposed\ntransactions on relationships with third parties, including clients, employees and competitors, including reputational risk; (10) ability\nto attract new clients and retain existing clients in the manner anticipated; (11) reliance on and integration of information technology\nsystems; or (12) suffering reduced profits or losses as a result of intense competition; or (13) potential litigation that may be instituted\nagainst the Company or its directors or officers related to the proposed transaction or the merger agreement. The foregoing list of factors\nis not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’\nbusinesses, including those described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, in\nPart I “Cautionary Statements Relevant to Forward-Looking Information” and Part I, Item 1A, “Risk Factors,”\nas updated by subsequent Quarterly Reports on Form 10-Q, which are filed with the SEC and those described in documents Publicis has\nfiled with the Autorité des Marchés Financiers (the French securities regulator). The parties do not undertake, nor do they\nhave, any obligation to provide updates or to revise any forward-looking statements."}