LiveRamp Holdings, Inc. filed a post-effective amendment to twenty Form S-8 registration statements on November 2, 2026, to withdraw and deregister all remaining unsold shares of common stock and related plan interests across multiple equity compensation plans.

Key Highlights

  • Twenty registration statements amended: The filing covers post-effective amendments to 20 previously filed S-8 registration statements, spanning original filings dated as far back as November 22, 1999.
  • 51,375,000 shares deregistered under the Amended and Restated 2005 Equity Compensation Plan of LiveRamp Holdings, Inc., per the filing.
  • 3,000,000 shares deregistered under the LiveRamp Holdings, Inc. Employee Stock Purchase Plan.
  • 699,335 shares deregistered under the Habu, Inc. 2018 Stock Plan, originally registered March 1, 2024.
  • 10,147,136 shares deregistered under the Amended and Restated Key Associate Stock Option Plan, originally filed November 22, 1999.
  • Common stock par value: Each deregistered share carries a par value of $0.10 per share, according to the filing.
  • Large accelerated filer: LiveRamp Holdings, Inc. is identified in the filing as a large accelerated filer, incorporated in Delaware with IRS Employer Identification No. 83-1269307.

LiveRamp Withdraws Unsold Shares Across Fourteen Equity Plans

According to the filing, LiveRamp Holdings, Inc. submitted this post-effective amendment to formally withdraw and deregister all shares of common stock, par value $0.10 per share, that had been registered and remained unsold under each of the listed registration statements. The filing notes that share numbers listed "do not take into account corporate actions, such as stock splits, taken in the interim."

The deregistration spans a broad set of equity plans accumulated over time, including plans associated with acquired companies. Among the plans covered are the DataFleets, Ltd. 2019 Equity Incentive Plan (42,154 shares), the Data Plus Math Corporation 2016 Equity Incentive Plan (162,481 shares), the 2018 Equity Compensation Plan of Pacific Data Partners LLC (2,797,191 shares), the 2011 Nonqualified Equity Compensation Plan (768,710 shares), and the LiveRamp, Inc. 2006 Equity Incentive Plan (1,473,668 shares). Registration Statement 333-214926 covered four separate plans: 285,339 shares under the Pippio, Inc. 2014 Equity Incentive Plan, 232,664 shares under the Arbor Equity Compensation Plan, 73,951 shares under the Solve Media, Inc. 2009 Stock Plan, and 96,212 shares under the Circulate Equity Compensation Plan.

The agent for service named in the filing is Jerry C. Jones, EVP, Legal and Data Ethics, at LiveRamp Holdings, Inc., 225 Bush Street, Seventeenth Floor, San Francisco, California 94104. Outside counsel listed includes Sullivan and Cromwell LLP and Kutak Rock LLP. The filing does not provide a reason for the deregistration beyond characterizing the action as a withdrawal of unsold registered securities.

What Was Disclosed

LiveRamp Holdings, Inc. filed post-effective amendments to 20 Form S-8 registration statements on November 2, 2026, to deregister all remaining unsold common stock and plan interests under fourteen named equity compensation plans, including plans originally associated with several acquired companies.