{"url_path":"/sec/ramp/proxy/2026-05-18/000110465926062918","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/733269/0001104659-26-062918-index.html","accession_number":"0001104659-26-062918","cik":"0000733269","ticker":"RAMP","issuer_name":"LiveRamp Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/733269/0001104659-26-062918-index.html","primary_entity_key":"0000733269","primary_entity_name":"LiveRamp Holdings, Inc."},"word_count":4601,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2614904d1_8k.htm\nDEFA14A\n\n \n\n \n\n \n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**WASHINGTON, D.C. 20549**\n\n \n\n**FORM 8-K**\n\n \n\n**CURRENT REPORT**\n\n**Pursuant to Section 13\nor 15(d) of**\n\n**the Securities Exchange Act of 1934**\n\n \n\n**Date of Report (Date of earliest event reported):\nMay 15, 2026**\n\n** **\n\n**LIVERAMP\nHOLDINGS, INC.**\n\n**(Exact\nname of registrant as specified in its charter)**\n\n \n\n**Delaware**\n**001-38669**\n**83-1269307**\n\n**(State or other jurisdiction**\n\n**of incorporation)**\n\n**(Commission**\n\n**File Number)**\n\n**(IRS Employer**\n\n**Identification No.)**\n\n \n\n**225\nBush Street****, Seventeenth\nFloor**\n\n**San\nFrancisco****, CA****94104**\n\n**(Address of principal executive offices, including\nzip code)**\n\n \n\n**(888****)\n987-6764**\n\n**(Registrant’s telephone\nnumber, including area code)**\n\n** **\n\nCheck the appropriate box below if the Form 8-K\nfiling is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):\n\n \n\n¨Written\ncommunications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\nxSoliciting\nmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n¨Pre-commencement\ncommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))\n\n¨Pre-commencement\ncommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\n**Title\nof each class**\n** **\n**Trading\nSymbol**\n** **\n**Name\nof each exchange on which registered**\n\nCommon\nStock, $.10 par value\n \nRAMP\n \nNew\nYork Stock Exchange\n\n \n\nIndicate\nby check mark whether the registrant is an emerging growth company as defined in Rule 405\nof the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities\nExchange Act of 1934 (§240.12b-2 of this chapter).\n\n \n\nEmerging growth company ¨ \n\n \n\nIf an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act.  ¨\n\n \n\n \n\n \n\n \n\n \n\n \n\n**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.\n\n \n\n**Item 2.02.****Results of Operations and Financial Condition**\n\n \n\nOn May 17, 2026, the Company issued a press\nrelease announcing the results of its financial performance for its fourth quarter and fiscal year ended March 31, 2026. The press\nrelease is furnished herewith as Exhibit 99.1 and incorporated by reference herein. Due to the announcement that the Company and\nParent have entered into the Merger Agreement, the Company has canceled its conference call to discuss its fiscal 2026 fourth quarter\nfinancial results that was scheduled for 1:30 PM PDT on Thursday, May 21, 2026.\n\n \n\nThe information in this Item 2.02 and Exhibit 99.1\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\nof 1933, as amended (the “Securities Act”), or the Exchange Act, except in the event that the Company expressly states\nthat such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.\n\n \n\n**Item 5.02.****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\nConcurrently with the Merger Agreement, the Board\napproved the grant of retention awards to each of Scott Howe, Lauren Dillard, Jerry Jones and Vihan Sharma, in the amounts of $500,000,\n$500,000, $1,000,000 and $500,000, respectively. The retention awards will be payable in cash on the 30th day following the Effective\nTime (or such earlier date as is determined by Parent), subject to continued employment through such date with the Company or one of its\naffiliates.\n\n \n\n**Item 5.03.****Amendments to Articles of Incorporation or Bylaws; Change to Fiscal Year.**\n\n \n\nOn May 15, 2026, the Company Board approved\nan amendment and restatement to the Company’s Second Amended and Restated Bylaws (the “Bylaws”, and such amendment\nand restatement, the “Third Amended and Restated Bylaws”). The Third Amended and Restated Bylaws became effective on\nMay 15, 2026.\n\n \n\n \n\n \n\n \n\nThe Third Amended and Restated Bylaws provide\nthat, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware\n(or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or, if neither such\ncourt has jurisdiction, any other state court located within the State of Delaware) shall be the sole and exclusive forum for (i) any\nderivative action or proceeding brought on behalf of the Company, (ii) any action asserting for or based upon a claim of breach of\na fiduciary duty owed by any current or former director, officer or employee of the Company to the Company or the Company’s stockholders,\nincluding a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against\nthe Company or any current or former director, officer or employee of the Company arising pursuant to any provision of the DGCL, the Certificate\nof Incorporation or the Bylaws (in each case, as they may be amended from time to time), (iv) any action asserting a claim related\nto or involving the Company that is governed by the internal affairs doctrine (as defined by or used in case law under the laws of the\nState of Delaware), or (v) any action asserting an “internal corporate claim” as the term is defined in Section 115\nof the DGCL. The Third Amended and Restated Bylaws also provide that, unless the Company consents in writing to the selection of an alternative\nforum, to the fullest extent permitted by law, the federal district courts of the United States shall be the sole and exclusive forum\nfor any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time\nto time); provided, however, that if such bylaws are, or the application of such bylaw to any person or any circumstance is, illegal,\ninvalid or unenforceable, the Court of Chancery of the State of Delaware shall be the sole and exclusive state court forum for any claim\narising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time).\n\n \n\nAny person or entity purchasing or otherwise acquiring\nor holding any interest in shares of capital stock of the Company is deemed to have notice of and consented to the provisions of the bylaw\namendment.\n\n \n\nThe foregoing description of the Third Amended\nand Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Amended\nand Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\n**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.\n\n \n\n \n\n \n\n \n\n**Item 9.01.****Financial Statements and Exhibits.**\n\n \n\n(d) The following items are filed as exhibits to this Current\nReport on Form 8-K.\n\n \n\n**Exhibit No.**\n \n**Description of Exhibits**\n\n[2.1*](tm2614904d1_ex2-1.htm)\n \n[Agreement and Plan of Merger, dated as of May 16, 2026, by and among the Company, Parent and Merger Sub and solely for purposes of Section 10.14 thereto, Publicis.](tm2614904d1_ex2-1.htm)\n\n[3.1](tm2614904d1_ex3-1.htm)\n \n[Third Amended and Restated Bylaws, dated May 15, 2026.](tm2614904d1_ex3-1.htm)\n\n[99.1](tm2614904d1_ex99-1.htm)\n \n[Press Release of the Company, dated May 17, 2026.](tm2614904d1_ex99-1.htm)\n\n[99.2](tm2614904d1_ex99-2.htm)\n \n[Joint Press Release of Publicis and the Company, dated May 17, 2026.](tm2614904d1_ex99-2.htm)\n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document).\n\n \n\n*Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.\nThe Company agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request; provided, however,\nthat the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any schedules so furnished.\n\n \n\n \n\n \n\n \n\n \n\n**Signatures**\n\n** **\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf\nby the undersigned hereunto duly authorized.\n\n \n\n \n**LIVERAMP HOLDINGS, INC.**\n\n \n \n \n\n \nBy:\n/s/ Jerry\nJones\n\n \nName:\nJerry Jones\n\n \nTitle:\nEVP, Chief Ethics and Legal Officer and Secretary\n\n \n\nDate: May 18, 2026"}