LiveRamp Holdings, Inc. filed a Post-Effective Amendment on Form S-8 with the SEC on November 2, 2026, withdrawing and deregistering all unsold shares of common stock remaining across twenty previously active equity compensation plan registration statements.

Key Highlights

  • Twenty registration statements affected: LiveRamp filed post-effective amendments to deregister unsold shares under twenty separate Form S-8 registration statements, spanning filings originally made as far back as November 22, 1999.
  • Largest block covered: The Amended and Restated 2005 Equity Compensation Plan of LiveRamp Holdings, Inc. had registered 51,375,000 shares of common stock across its series of registration statements.
  • Employee Stock Purchase Plan included: Registration Statement 333-268274 covered 3,000,000 shares under the LiveRamp Holdings, Inc. Employee Stock Purchase Plan.
  • Acquired-company plans deregistered: Plans from acquired entities, including Habu, Inc. (699,335 shares), DataFleets, Ltd. (42,154 shares), and Data Plus Math Corporation (162,481 shares), are among those being closed.
  • Par value of common stock: The shares being deregistered carry a par value of $0.10 per share, as stated in the filing.
  • Large accelerated filer: LiveRamp Holdings, Inc. is classified as a large accelerated filer, according to the filing's cover page checkboxes.

LiveRamp Terminates Equity Plan Registrations Dating to 1999

According to the filing, LiveRamp Holdings, Inc. (NYSE:RAMP), headquartered at 225 Bush Street, Seventeenth Floor, San Francisco, California 94104, submitted a combined Post-Effective Amendment to twenty Form S-8 registration statements on November 2, 2026. The stated purpose of the amendment is to "withdraw and deregister" all shares of common stock, plan interests, and other securities that had been registered under those statements but remained unsold. The filing notes that share numbers listed "do not take into account corporate actions, such as stock splits, taken in the interim."

The registration statements span several decades of equity compensation activity. The oldest, Registration Statement 333-91395, was originally filed on November 22, 1999, and covered 10,147,136 shares under the Amended and Restated Key Associate Stock Option Plan of LiveRamp Holdings, Inc. Several plans relate to companies that LiveRamp acquired over the years and whose equity arrangements were assumed as part of those transactions, including Pippio, Inc. (285,339 shares under its 2014 Equity Incentive Plan), Arbor (232,664 shares under its Equity Compensation Plan), Solve Media, Inc. (73,951 shares under its 2009 Stock Plan), and Circulate (96,212 shares under its Equity Compensation Plan), all of which were covered under a single registration statement, 333-214926.

Also included in the deregistration is Registration Statement 333-197463, originally filed July 16, 2014, which had registered 1,473,668 shares under the LiveRamp, Inc. 2006 Equity Incentive Plan, and Registration Statement 333-277604, filed March 1, 2024, which covered 699,335 shares under the Habu, Inc. 2018 Stock Plan. The agent for service named in the filing is Jerry C. Jones, EVP, Legal and Data Ethics at LiveRamp Holdings, Inc.

What Was Disclosed

LiveRamp Holdings, Inc. filed post-effective amendments on November 2, 2026, to deregister all remaining unsold shares and plan interests under twenty Form S-8 registration statements covering equity compensation plans, including plans from acquired companies, with the largest single plan having originally registered 51,375,000 shares.