UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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LiveRamp Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED JUNE 24, 2026

LiveRamp Holdings, Inc.
225 Bush Street, Seventeenth Floor
San Francisco, California 94104

[      ], 2026​

TO THE STOCKHOLDERS OF LIVERAMP HOLDINGS, INC.:

On May 16, 2026, LiveRamp Holdings, Inc., a Delaware corporation (“LiveRamp” or the “Company”), entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”) by and among LiveRamp, MMS USA Holdings, Inc., a Delaware corporation (“Parent”), Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct Subsidiary of Parent (“Merger Sub”), and, solely for the purposes of Section 10.14 of the Merger Agreement, Publicis Groupe S.A., a French société anonyme (“Publicis”), pursuant to which LiveRamp will be acquired by Parent. A summary of the Merger Agreement is included in the proxy statement accompanying this letter under the section entitled “The Merger Agreement”.

The acquisition will be completed by merging Merger Sub, with and into LiveRamp (the “Merger”) with LiveRamp surviving the merger to become a wholly owned direct subsidiary of Parent (the “Surviving Company”). If the Merger is completed, each share of Company common stock, par value $0.10 per share (“Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than any (i) Common Stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law (the “DGCL”), (ii) Common Stock owned or held in treasury by LiveRamp, Parent or Merger Sub and (iii) Common Stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) will be converted into the right to receive $38.50 in cash, without interest.

After careful consideration, the board of directors of LiveRamp (the “Board”) unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Transactions”), are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the Merger Agreement, (iii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, and (iv) resolved to recommend that the stockholders of the Company adopt the Merger Agreement and approve the Transactions contemplated thereby, including the Merger.

We will hold a special meeting of stockholders in lieu of an annual meeting (the “Special Meeting”) on [      ], 2026 at [      ] (Pacific Time) (unless the Special Meeting is adjourned or postponed), via the internet at www.virtualshareholdermeeting.com/RAMP2026. Please note you will not be able to attend the Special Meeting physically in person.

At the Special Meeting, LiveRamp stockholders will be asked to consider and vote on (1) the proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”), (2) the proposal to adjourn the Special Meeting, and any adjourned session of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement Proposal, (3) the proposal to elect as directors the three nominees named in the attached proxy statement for a three-year term expiring in 2029, (4) the proposal to approve an increase in the number of shares available for issuance under the Company’s Amended and Restated 2005 Equity Compensation Plan (the “2005 Plan”), (5) the proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, (6) the proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accountant for fiscal year 2027, (7) the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to LiveRamp’s named executive officers that is based on or otherwise relates to the Merger and (8) any other business that may properly come before the Special Meeting or any postponement or adjournment thereof. The Board recommends that LiveRamp stockholders vote “FOR” each of the proposals to be considered at the Special Meeting.

Your vote is very important, regardless of the number of shares of Common Stock that you own. Because LiveRamp stockholders cannot take any action at the Special Meeting unless a majority of the shares of Common Stock outstanding and entitled to vote thereat is represented, it is important that you attend the Special Meeting virtually or are represented by proxy at the Special Meeting. The Merger cannot be completed unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock entitled to vote thereon. Whether or not you plan to attend the

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   

Special Meeting virtually, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-prepaid reply envelope, or submit your proxy by telephone or the internet. If your shares of Common Stock are held in “street name” by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your shares of Common Stock without instructions from you. You should instruct your bank, broker or other nominee to vote your shares of Common Stock in accordance with the procedures provided by your bank, broker or other nominee. If your shares of Common Stock are held in your name and you fail to return your proxy card, submit your proxy by telephone or via the internet or vote virtually at the Special Meeting, or if your shares of Common Stock are held in “street name” by your bank, broker or other nominee and you fail to instruct your bank, broker or other nominee to vote your shares of Common Stock, then this will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

If the Merger is completed, LiveRamp stockholders who do not vote in favor of the Merger Agreement Proposal, who duly demand appraisal in writing to LiveRamp prior to the Special Meeting and comply with all applicable requirements of Delaware law will be entitled to rights of appraisal to obtain the fair value of their shares of Common Stock.

You have the right to revoke a proxy at any time prior to the taking of the vote at the Special Meeting. You may revoke your proxy prior to the taking of the vote at the Special Meeting by submitting a new proxy to vote your shares of Common Stock over the internet or by telephone (only your latest internet or telephone proxy is counted), by signing a later-dated new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card or by sending a written revocation of your proxy to LiveRamp prior to the Special Meeting. In addition, you may revoke your proxy by attending the Special Meeting and voting your shares of Common Stock via the virtual meeting website; however, attending the Special Meeting alone will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or vote your shares of Common Stock via the virtual meeting website during the Special Meeting. The accompanying proxy statement provides you with detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to read the entire proxy statement, and its annexes, including the Merger Agreement, carefully. You may also obtain additional information about LiveRamp from documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). We recommend that you review the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which is incorporated by reference into the proxy statement.

If you have any questions or need assistance voting your shares of Common Stock, please contact our proxy solicitor, Innisfree M&A Incorporated, at (877) 750-0625 (toll-free) or (212) 750-5833 (banks and brokers).

We hope that you will participate in the Special Meeting because your vote is important. Thank you for your consideration of this matter and your confidence in LiveRamp.

Sincerely,

Jerry C. Jones
Executive Vice President, Chief Ethics and Legal Officer and Secretary

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated [      ], 2026, and, together with the enclosed form of proxy, is first being mailed to LiveRamp stockholders on or about [      ], 2026.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIA THE MEETING WEBSITE, PLEASE VOTE OVER THE INTERNET OR BY CALLING THE TELEPHONE NUMBER USING THE INSTRUCTIONS ON YOUR PROXY CARD OR COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES OF COMMON STOCK PERSONALLY VIA THE MEETING WEBSITE, YOUR VOTE AT THE SPECIAL MEETING WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED BY YOU.

Your proxy may be revoked at any time before the vote at the Special Meeting, or any adjournment or postponement thereof, by following the procedures outlined in the accompanying proxy statement.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement, or need help voting your shares of Common Stock, please contact LiveRamp’s proxy solicitor:

Innisfree M&A Incorporated
500 Fifth Avenue, 21st floor
New York, New York 10110

Stockholders may call toll-free: (877) 750-0625
Banks and brokers may call collect: (212) 750-5833

By order of the Board of Directors

Jerry C. Jones
Executive Vice President, Chief Ethics and Legal Officer and Secretary

[       ], 2026

TABLE OF CONTENTS

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   

Annex Index

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   

SUMMARY

This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the Merger. We urge you to read carefully the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you. For additional information on LiveRamp included in documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information” beginning on page [  ] of this proxy statement. We have included page references in this summary to direct you to a more complete description of the topics presented below.

Unless otherwise indicated or as the context otherwise requires, all references to “LiveRamp”, the “Company”, “we”, “us”, or “our” in this proxy statement refer to LiveRamp Holdings, Inc., a Delaware corporation; all references to “Parent” refer to MMS USA Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Publicis (as defined below); all references to “Publicis” refer to Publicis Groupe S.A., a French société anonyme; all references to “Merger Sub” refer to Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent; all references to “Common Stock” refer to the common stock, par value $0.10 per share, of LiveRamp; all references to the “Board” refer to the board of directors of LiveRamp; all references to the “Merger” refer to the proposed merger of Merger Sub with and into LiveRamp, with LiveRamp surviving as a wholly owned direct subsidiary of Parent; all references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of May 16, 2026, as it may be amended or supplemented from time to time, by and among LiveRamp, Parent, Merger Sub, and solely for the purposes of Section 10.14 of the Merger Agreement, Publicis, a copy of which is included as Annex A to this proxy statement; LiveRamp, following the completion of the Merger, is sometimes referred to in this proxy statement as the “Surviving Company.”

Parties to the Merger

LiveRamp (see page [  ])

LiveRamp is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp’s data collaboration network seamlessly unites data across advertisers, ad tech platforms, publishers, data providers, and commerce media networks — unlocking insights that deliver transformational consumer experiences, and drive measurable business outcomes. As consumers embrace artificial intelligence (“AI”) powered experiences, the LiveRamp data collaboration network expands the breadth and accuracy of the data on which marketing AI capabilities operate. Our platform is engineered for AI agent accessibility, facilitating autonomous data collaboration between the specialized AI agents utilized by our customers and partners and our networked platform. Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while accelerating business growth.

LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “RAMP.” We serve a global customer base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct customer list includes many of the world’s best-known and most innovative brands across most major industry verticals, including but not limited to financial, insurance and investment services, information systems, direct marketing, retail, automotive, telecommunications, technology, consumer packaged goods, media, healthcare, travel and hospitality, entertainment and non-profit. We serve thousands of additional companies through our expansive partner ecosystem, unlocking access to unique customer moments and creating powerful network effects. LiveRamp’s principal place of business is 225 Bush Street, Seventeenth Floor, San Francisco, CA 94104, and its telephone number is (888) 987-6764.

Publicis (see page [  ])

Publicis [Euronext Paris FR0000130577, CAC 40] is a global leader in communication. Publicis is positioned at every step of the value chain, from consulting to execution, combining marketing transformation and digital business transformation. Publicis is a privileged partner in its clients’ transformation to enhance personalization at scale. Publicis relies on ten expertise concentrated within four main activities: Communication, Media, Data and Technology. Through a unified and fluid organization, its clients have a facilitated access to all its expertise in every market. Present in over 100 countries, Publicis employs around 114,000 professionals. Publicis’s principal place of business is Publicis Groupe S.A. 133, avenue des Champs-Élysées Paris, France 75008 and its telephone number is +33 (0) 1 44 43 70 00.

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Parent (see page [  ])

Parent is the parent of Merger Sub and a wholly owned subsidiary of Publicis. Parent’s principal place of business is 375 Hudson Street, New York, NY 10014 and its telephone number is (212) 279-5550.

Merger Sub (see page [  ])

Merger Sub is a wholly owned direct subsidiary of Parent and has not engaged in any business or operations or incurred any liabilities or obligations, except for those activities incidental to its formation and the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will be merged with and into LiveRamp and will cease to exist, with LiveRamp surviving the Merger as a wholly owned subsidiary of Parent. Merger Sub’s principal executive offices are maintained at 375 Hudson Street, New York, NY 10014 and its telephone number is (212) 279-5550.

The Special Meeting

Date, Time and Place of the Special Meeting (see page [  ])

The Special Meeting of stockholders of LiveRamp is scheduled to be held on [      ], 2026 beginning at [      ] (Pacific Time), via the internet at www.virtualshareholdermeeting.com/RAMP2026 (the “virtual meeting website”). At the Special Meeting, stockholders who owned shares of Common Stock as of the Record Date will be able to attend and vote via the internet by logging in to the virtual meeting website. Whether or not you plan to attend the Special Meeting, we urge you to vote and submit your proxy in advance of the Special Meeting by one of the methods described in these proxy materials. You will not be able to attend the Special Meeting in-person.

Purpose of the Special Meeting

The Special Meeting is being held in order to consider and vote on the following proposals:

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The Merger Agreement Proposal — to adopt the Merger Agreement;

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The Adjournment Proposal — to approve the adjournment of the Special Meeting, and any adjourned session of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal;

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The Director Election Proposal — to elect as directors the three nominees named in the attached proxy statement for a three-year term expiring in 2029;

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The Share Increase Proposal — to approve an increase in the number of shares available for issuance under the 2005 Plan;

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The Say-On-Pay Proposal — to approve, on an advisory (non-binding) basis, the compensation of our named executive officers;

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The Auditor Ratification Proposal — to ratify the selection of KPMG LLP as the Company’s independent registered public accountant for fiscal year 2027;

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The Merger Compensation Proposal — to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to LiveRamp’s named executive officers that is based on or otherwise relates to the Merger; and

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Other Transactions — to transact any other business that may properly come before the Special Meeting or any postponement or adjournment thereof.

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Record Date; Stockholders Entitled to Vote (see page [  ])

Only holders of record of Common Stock at the close of business on [  ], 2026, the Record Date, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting. At the close of business on the Record Date, [    ] shares of Common Stock were issued and outstanding. The holders of Common Stock will have one vote for each share of Common Stock they owned as of the close of business on the Record Date.

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   2

Quorum (see page [  ])

A quorum of stockholders is necessary to hold a valid meeting. The presence virtually via the internet or by proxy of the holders of a majority of the Common Stock issued and outstanding as of the Record Date is required to establish a quorum at the Special Meeting. If a quorum is established, each holder of Common Stock shall be entitled to one vote on each of the matters presented at the Special Meeting for each share of Common Stock outstanding in his or her name on the Record Date. If a quorum is not present at any meeting of stockholders, the stockholders entitled to vote at such meeting, present virtually via the internet or represented by proxy, may adjourn the meeting from time to time (without notice other than announcement at the meeting) until a quorum is present.

Required Vote (see page [  ])

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock entitled to vote thereon. Assuming a quorum, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Pursuant to the Merger Agreement, such approval is a condition to the consummation of the Merger.

Election of each nominee included in the Director Election Proposal requires the majority of votes cast for each nominee. In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected, and the Board has established procedures under which any incumbent director who fails to receive a majority of the votes cast in his or her election will tender his or her resignation to the Board. The Board will act upon a tendered resignation within ninety (90) days of the date on which the election results were certified and will promptly make public disclosure of the results of its actions.

Approval of the Adjournment Proposal, the Share Increase Proposal, the Say-On-Pay Proposal, the Auditor Ratification Proposal and the Merger Compensation Proposal requires the affirmative vote of a majority of the votes cast on each proposal. Assuming a quorum, abstentions and broker non-votes will have no effect on the approval of each proposal, except for the Auditor Ratification Proposal to which broker non-votes are not applicable.

A majority of votes cast means that the number of votes cast “FOR” a director nominee’s election or a proposal must exceed the number of votes cast “AGAINST” it.

As of the Record Date, the current directors and executive officers of LiveRamp beneficially owned and were entitled to vote, in the aggregate, [      ] shares of Common Stock (not including any shares of Common Stock deliverable upon exercise of or underlying any LiveRamp equity awards) representing approximately [  ]% of the outstanding voting power of Common Stock as of the Record Date. We currently expect that each of the directors and executive officers of LiveRamp will vote all of his or her shares “FOR” each of the proposals to be presented at the Special Meeting.

Accordingly, in addition to the shares held by our directors and executive officers, LiveRamp will need an additional [      ] shares of Common Stock (or about [  ]% of the outstanding Common Stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal.

Proxies and Revocation (see page [  ])

Any stockholder of record entitled to vote at the Special Meeting may vote at the Special Meeting, or by submitting a proxy to vote via the internet, by telephone or by mail using the enclosed postage-prepaid envelope. If you are a beneficial owner of shares of Common Stock, and your shares of Common Stock are held in “street name”, you should instruct your bank, broker or other nominee on how to vote your shares of Common Stock using the instructions provided by your bank, broker or other nominee. If you fail to submit a proxy or fail to vote at the Special Meeting, or you do not provide your bank, broker or other nominee with instructions, as applicable, your shares of Common Stock will not be voted on the Merger Agreement Proposal, which will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

If you fail to vote at the Special Meeting, fail to return your proxy card or fail to submit your proxy to vote via the internet or by telephone, or if your shares of Common Stock are held in “street name” by your bank, broker or other nominee, and you fail to instruct your bank, broker or other nominee to vote, your shares of Common Stock will not be voted and will not have an effect on the approval of the Adjournment Proposal, the nominees included in the Director

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Election Proposal, the Share Increase Proposal, the Say-On-Pay Proposal and the Merger Compensation Proposal, assuming a quorum is present.

You have the right to revoke a proxy at any time prior to the taking of the vote at the Special Meeting. You may revoke your proxy prior to the taking of the vote at the Special Meeting by submitting a new proxy to vote your shares of Common Stock over the internet or by telephone (only your latest internet or telephone proxy is counted), by signing a later-dated new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card or by sending a written revocation of your proxy to LiveRamp prior to the Special Meeting to our Corporate Secretary, c/o LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201. In addition, you may revoke your proxy by attending the Special Meeting and voting; however, attending the Special Meeting alone will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or vote virtually via the internet during the Special Meeting.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the voting instructions from that organization included with these proxy materials, or contact that organization to determine how you may revoke your proxy.

The Merger (see page [  ])

A copy of the Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the entire Merger Agreement carefully because it is the principal document governing the Merger. For more information on the Merger Agreement, see the section entitled “The Merger Agreement” beginning on page [  ] of this proxy statement.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub will be merged with and into LiveRamp. LiveRamp will survive the Merger as a wholly owned direct subsidiary of Parent.

The Merger Consideration (see page [  ])

On the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock issued and outstanding at the Effective Time (other than (i) Common Stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law (“DGCL”), (ii) Common Stock owned or held in treasury by the Company, Parent or Merger Sub and (iii) Common Stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company and such shares, together with the shares described in (i) and (ii), the “Excluded Shares”) (the “Eligible Shares”) will be converted into the right to receive $38.50 in cash, without interest (the “Merger Consideration”).

Recommendation of the Board (see page [  ])

After careful consideration, the Board unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Transactions”), are fair to, and in the best interests of, LiveRamp and its stockholders, (ii) determined that it is in the best interests of LiveRamp and its stockholders and declared advisable to enter into the Merger Agreement, (iii) approved the execution and delivery of the Merger Agreement by LiveRamp, the performance by LiveRamp of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein; and (iv) resolved to recommend that our stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger. Certain factors considered by the Board in reaching its recommendation can be found in the section entitled “The Merger Agreement (Proposal 1) — Recommendation of the Board”. The Board recommends that stockholders vote “FOR” the Merger Agreement Proposal, and “FOR” the Merger Compensation Proposal.

Opinion of Evercore Group L.L.C. (see page [  ] and Annex B)

LiveRamp retained Evercore Group L.L.C. (“Evercore”) to act as its financial advisor in connection with the proposed Merger. As part of this engagement, LiveRamp requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of the Common Stock (other than any (i) Dissenting Shares, (ii) Cancelled Shares or (iii) Converted Shares, together with any other shares of Common Stock held by LiveRamp, Parent or any of their respective affiliates, the “Fairness Opinion Excluded Shares”) in the Merger pursuant to the Merger Agreement. At a meeting of the Board held on May 15, 2026, Evercore rendered to the Board its

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   4

opinion, subsequently delivered in writing on May 16, 2026, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications, and conditions described therein, the Merger Consideration to be received by the holders of the Common Stock (other than Fairness Opinion Excluded Shares) in the Merger pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated as of May 16, 2026, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. LiveRamp encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. Evercore’s opinion did not, and the summary of its opinion and the related analyses set forth in this proxy statement do not, constitute a recommendation to the Board or to any other persons in respect of the Merger, including as to how any holder of shares of Common Stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to LiveRamp, or whether or not such other business or financial strategies could be achieved or are available, nor does it address the underlying business decision of LiveRamp to engage in the Merger.

For more information, see the section entitled “The Merger Agreement — Opinion of Evercore Group L.L.C.”, and the full text of the written opinion of Evercore attached as Annex B to this proxy statement.

Interests of LiveRamp’s Directors and Executive Officers in the Merger (see page [  ])

In considering the recommendation of the Board that LiveRamp stockholders approve the adoption of the Merger Agreement, LiveRamp stockholders should be aware that the executive officers and directors of LiveRamp have certain interests in the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement that may be different from, or in addition to, the interests of LiveRamp stockholders generally. These interests include, among others, as applicable, the treatment of outstanding LiveRamp equity awards, potential severance payments and benefits under our severance arrangements, cash retention awards and continued indemnification and insurance coverage. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and in making their recommendation that LiveRamp stockholders approve the adoption of the Merger Agreement.

Financing of the Merger (see page [  ])

Completion of the Merger (the “Closing”) is not subject to a financing condition. Parent has represented in the Merger Agreement that it has, and will have at the Closing, access to cash sufficient to pay the aggregate Merger Consideration and consummate the Transactions, and to perform all of its other obligations under the Merger Agreement (including in respect of any fees, expenses or taxes in connection therewith).

Closing and Effective Time of the Merger (see page [  ])

We expect to complete the Merger by December 31, 2026, subject to fulfillment of customary conditions to Closing, including approval of the Merger Agreement Proposal by LiveRamp stockholders and receipt of required regulatory approvals and clearances. The Merger is subject to various regulatory approvals and clearances and other conditions, and it is possible that factors outside the control of LiveRamp, Parent and Merger Sub could result in the Merger being completed at a later time, or not at all. There may be a substantial amount of time between the Special Meeting and the completion of the Merger. We expect to complete the Merger promptly following the receipt of all required approvals. The date on which the Closing takes place is referred to as the “Closing Date.”

Regulatory Approvals and Clearances Required for the Merger (see page [  ])

Before the Merger may be completed, the parties are required to use reasonable best efforts to obtain the regulatory clearances, consents and approvals necessary or advisable to consummate the Merger and the other Transactions, including (i) the expiration or termination of the applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and, if applicable, any agreements or commitments with a government entity, including the Antitrust Division of the Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) not to consummate the Merger must have expired or been terminated, (ii) certain non-U.S. antitrust and foreign direct investment (“FDI”) approvals, consents or clearances with

5

respect to the Merger under certain other applicable antitrust laws and FDI laws of jurisdictions specified in the LiveRamp Disclosure Letter (as defined below) must have been obtained, and (iii) the approval of the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of the Defense Production Act of 1950, as amended, must have been obtained. In deciding whether to grant the required regulatory authorization or consent, the relevant governmental entities will consider the effect of the Merger within their relevant jurisdiction, including, among other things, the impact on the parties’ respective customers and suppliers and the impact of the parties’ foreign investment in the jurisdiction.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on Parent’s conduct in operating the business following the Closing or require changes to the terms of the Merger Agreement. There can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Merger.

On June 11, 2026, Publicis and LiveRamp filed their respective Premerger Notification and Report Forms in connection with the Merger with the DOJ and the FTC.

You should read the section entitled “The Merger Agreement — Regulatory Filings and Efforts to Consummate” for a description of the parties’ obligations with respect to regulatory approvals related to the Merger.

Material U.S. Federal Income Tax Consequences of the Merger (see page [  ])

The exchange of shares of Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for such purposes, a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) who receives cash in the Merger in exchange for shares of Common Stock will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that the U.S. Holder receives pursuant to the Merger with respect to such shares and the U.S. Holder’s adjusted tax basis in such shares. Such gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period in such Common Stock exceeds one year at the time of the Merger.

A Non-U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of shares of Common Stock for cash pursuant to the Merger unless such Non-U.S. Holder has certain connections to the United States. However, a Non-U.S. Holder may be subject to backup withholding tax unless such Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption.

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your tax advisor regarding the particular tax consequences of the Merger to you, including any tax consequences arising under any U.S. federal non-income tax laws or the laws of any state, local or foreign taxing jurisdiction.

Appraisal Rights (see page [  ])

If the Merger is completed, LiveRamp stockholders who do not vote in favor of the Merger Agreement Proposal are entitled to appraisal rights under the DGCL in connection with the Merger, provided that such stockholders fully comply with the requirements of Section 262 of the DGCL, which are further summarized in the section entitled “Appraisal Rights”. In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This means that you may be entitled to have the “fair value” of your shares of Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, to be paid upon the amount determined to be “fair value”, in lieu of the amount of  $38.50 per share you would have received pursuant to the Merger Agreement, if you follow exactly the procedures set forth in Section 262 of the DGCL. The ultimate amount you may receive in an appraisal proceeding may be less than, equal to or more than the amount you would have otherwise received under the Merger Agreement if you do not seek appraisal of your shares of Common Stock.

To exercise your appraisal rights with respect to your shares of Common Stock, you must, among other things, deliver a written demand for appraisal to LiveRamp before the vote is taken on the Merger Agreement Proposal and you must not vote (either virtually during the Special Meeting or by proxy) in favor of the Merger Agreement Proposal with respect to such shares of Common Stock, and you must continue to hold such shares of Common Stock from the date of making the demand for appraisal through the Effective Time. As such, merely voting against, abstaining or failing to vote on the

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   6

Merger Agreement Proposal will not by itself preserve your right to appraisal under the DGCL. If you fail to follow exactly the procedures set forth in Section 262 of the DGCL, you will lose your appraisal rights. The requirements for exercising appraisal rights are further described in the section entitled “Appraisal Rights”. In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. We encourage you to read these provisions carefully and in their entirety.

If you hold your shares of Common Stock through a bank, broker or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures. In view of the complexity of the DGCL, LiveRamp stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly. The discussion of appraisal rights in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by the full text of Section 262 of the DGCL, accessible without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Delisting and Deregistration of LiveRamp Common Stock (see page [  ])

If the Merger is completed, Common Stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934 (as amended, and all rules and regulations promulgated thereunder, collectively, the “Exchange Act”).

The Merger Agreement

Treatment of Common Stock and Equity Awards (see page [  ])

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Common Stock.   At the Effective Time, by virtue of the Merger and without any action on the part of any person, each Eligible Share will be automatically cancelled, extinguished and converted into the right to receive an amount in cash equal to $38.50, without interest.

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•

LiveRamp Options.   At the Effective Time, each outstanding option to purchase shares of Common Stock (each, a “LiveRamp Option”) will be converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the applicable exercise price per share of such LiveRamp Option multiplied by (ii) the number of shares of Common Stock subject to such LiveRamp Option immediately prior to the Effective Time. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

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LiveRamp Restricted Stock Awards.   At the Effective Time, each outstanding award of restricted shares of Common Stock (each, a “LiveRamp Restricted Stock Award”) will be converted into a restricted cash award in an amount equal to (i) the number of shares of Common Stock subject to such LiveRamp Restricted Stock Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

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LiveRamp Restricted Stock Unit Awards and Performance Stock Unit Awards.   At the Effective Time, each outstanding time-vesting restricted stock unit award (each, a “LiveRamp RSU Award”) and each outstanding performance-vesting restricted stock unit award (each, a “LiveRamp PSU Award”) will be converted into a restricted cash award in an amount equal to (i) the number of shares of Common Stock subject to such LiveRamp RSU Award or LiveRamp PSU Award (determined based on (x) in the case of LiveRamp PSU Awards granted on or prior to December 31, 2025, that are subject to “Rule of 40” performance conditions, 128% of the target level of performance (in the case of fiscal year 2025 grants) and 139% of the target level of performance (in the case of fiscal year 2026 grants), (y) in the case of all other LiveRamp PSU Awards granted on or prior to December 31, 2025, actual performance for completed performance periods and the greater of the target level and the actual level of performance through the Effective Time for incomplete performance periods and (z) in the case of LiveRamp PSU Awards granted after December 31, 2025, the target level of performance) immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time, except that the performance-based vesting conditions applicable to LiveRamp PSU Awards will cease to apply, and the awards will vest in full

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7

following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

No Solicitation; Change in Board Recommendation (see page [  ])

LiveRamp has agreed that it will not, and will cause each of its representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing information or taking any other action) any inquiry, proposal, offer, or the making, submission or announcement of any inquiry, proposal or offer which constitutes or would reasonably be expected to lead to an Acquisition Proposal; (ii) participate in any negotiations regarding, or furnish to any person any information relating to LiveRamp or any of its subsidiaries in connection with an actual or potential Acquisition Proposal (other than solely to state that LiveRamp and its representatives are prohibited from engaging in any such discussions or negotiations); (iii) adopt, approve, endorse or recommend, or propose to adopt, approve, endorse or recommend, any Acquisition Proposal; (iv) withdraw, change, amend, modify or qualify, or otherwise propose to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company board recommendation or resolve or agree to take any such action.

Notwithstanding the restrictions described above, if prior to obtaining the approval of the adoption of the Merger Agreement by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock entitled to vote on such matter at the Special Meeting (the “Requisite LiveRamp Stockholder Approval”), LiveRamp receives a bona fide written Acquisition Proposal that did not result from a breach of the no solicitation provisions of the Merger Agreement, which the Board determines in good faith (i) after consultation with LiveRamp’s outside legal counsel and financial advisors constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal or (ii) after consultation with LiveRamp’s outside legal counsel, that the failure to take such action would reasonably be expected to be a breach of the directors’ fiduciary duties under applicable law, then (x) LiveRamp may furnish nonpublic information regarding LiveRamp and its subsidiaries after such person has executed a confidentiality agreement with terms not less favorable in the aggregate to LiveRamp than those contained in its confidentiality agreement with Publicis and (y) engage in discussions or negotiations with such person with respect to such Acquisition Proposal. In addition to the foregoing, prior to obtaining the Requisite LiveRamp Stockholder Approval, the Board may (i) effect a Change of Recommendation or (ii) effect a Change of Recommendation and terminate the Merger Agreement to enter into an agreement providing for the consummation of a transaction contemplated by any Acquisition Proposal that constitutes a Superior Proposal (that did not result from a breach of the no solicitation provisions of the Merger Agreement) if the Board determines in good faith after consultation with LiveRamp’s outside legal counsel and financial advisors that the failure to take such action would reasonably be expected to be a breach of the directors’ fiduciary duties under applicable law, so long as LiveRamp has complied with certain terms of the Merger Agreement, including (i) providing four (4) business days’ written notice to Parent of its intent with respect to a Superior Proposal and negotiating with Parent in good faith any proposal by Parent to amend the terms and conditions of the Merger Agreement during the four business day period and (ii) in the case of termination of the Merger Agreement to accept a Superior Proposal, paying the Termination Fee (hereinafter defined) to Parent.

See pages [  ], [  ] and [  ], respectively, for definitions of  “Acquisition Proposal”, “Superior Proposal” and “Change of Recommendation” as used in the Merger Agreement.

Conditions to the Completion of the Merger (see page [  ])

The respective obligations of LiveRamp, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver of certain customary conditions, including receipt of any approvals or clearances applicable to the consummation in accordance with any HSR Act, CFIUS review and other non-U.S. antitrust laws and FDI laws in certain jurisdictions, the expiration or termination of any agreement with any governmental authority not to consummate the transaction, the receipt of the Requisite LiveRamp Stockholder Approval, the absence of legal prohibitions, no material adverse effect having occurred that is continuing, the accuracy of the parties’ representations and warranties subject to certain specified materiality standards, and the parties’ compliance in all material respects with their respective obligations under the Merger Agreement.

Termination of the Merger Agreement (see page [  ])

Subject to certain obligations, the Merger Agreement may be terminated and the Merger and other Transactions may be abandoned at any time before the Effective Time:

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   8

•

by mutual written consent of Parent and LiveRamp;

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•

by either Parent or LiveRamp:

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if a governmental entity of competent jurisdiction has issued a final, non-appealable order, injunction, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of any of the Transactions;

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if the Closing has not occurred on or prior to May 16, 2027 (the “Outside Date”), or the extension thereto; provided that the terminating party is not the proximate cause of the failure of Closing to occur by the Outside Date and such action or failure constitutes a material breach of the Merger Agreement;

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if the Requisite LiveRamp Stockholder Approval is not obtained at the Special Meeting duly convened therefor or at any adjournment or postponement thereof; or

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if  (a) CFIUS notifies Parent and LiveRamp in writing that it intends to send a report to the President recommending that he act to suspend or prohibit the Merger or (b) the President issues an order suspending or prohibiting the Merger.

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by Parent or (for itself or Merger Sub):

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if there has been a breach by LiveRamp of, or any inaccuracy in, any representation, warranty, covenant, agreement of LiveRamp set forth in the Merger Agreement that would result in a failure of certain conditions to Parent’s or Merger Sub’s obligation to close, subject to cure periods specified in the Merger Agreement; or

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if any time prior to the receipt of the Requisite LiveRamp Stockholder Approval, there has been a Change of Recommendation or LiveRamp has materially breached the no solicitation provisions of the Merger Agreement.

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by LiveRamp:

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if there has been a breach by Parent or Merger Sub of, or any inaccuracy in, any representation, warranty, covenant or agreement of Parent or Merger Sub set forth in the Merger Agreement that would result in a failure of certain conditions to LiveRamp’s obligation to close, subject to cure periods specified in the Merger Agreement; or

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at any time prior to the receipt of the Requisite LiveRamp Stockholder Approval, in order to accept a Superior Proposal in accordance with the Merger Agreement, provided that LiveRamp pays the Termination Fee.

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The Termination Fee will be payable by LiveRamp to Parent in the following circumstances:

•

if  (i) Parent terminates the Merger Agreement because (A) the Requisite LiveRamp Stockholder Approval is not obtained at the Special Meeting, (B) after the date of the Merger Agreement and prior to the date of the Special Meeting, an Acquisition Proposal was publicly disclosed and not publicly withdrawn at least three (3) business days prior to the Special Meeting and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into; or (ii) prior to obtaining the Requisite LiveRamp Stockholder Approval, (A) a Change of Recommendation has occurred or (B) LiveRamp has materially breached the no solicitation provisions of the Merger Agreement (provided that, for such purposes, the references to fifteen percent (“15%”) and eighty-five percent (“85%”) in the definition of Acquisition Proposal are deemed to be references to fifty percent (“50%”));

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LiveRamp terminates the Merger Agreement prior to obtaining the Requisite LiveRamp Stockholder Approval in order to effect a Change of Recommendation and enter into a definitive agreement providing for a Superior Proposal in accordance with the Merger Agreement; or

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if  (i) after the date of the Merger Agreement and prior to the termination of the Merger Agreement, an Acquisition Proposal is made to the Board or LiveRamp’s management becomes publicly disclosed and not withdrawn prior to such termination, (ii) Parent or LiveRamp terminates the Merger Agreement because (A) the Closing has not occurred by the Outside Date or (B) Parent terminates the Merger Agreement due to (x) a breach of, or LiveRamp’s failure to perform or comply with the covenants or agreements under the Merger Agreement following the making of such Acquisition Proposal or (y) there has been a Change of Recommendation (if LiveRamp has materially breached the no solicitation covenant under the Merger Agreement); and (iii) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition

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9

Proposal is entered into (provided that, for such purposes, the references to fifteen percent (“15%”) and eighty-five percent (“85%”) in the definition of Acquisition Proposal are deemed to be references to “50%”).

In no event will LiveRamp be required to pay the Termination Fee on more than one occasion.

A Regulatory Termination Fee will be payable by Parent to LiveRamp if the Merger is not completed by the Outside Date (or an extension thereto) and (i) LiveRamp, or Parent (at a time when LiveRamp was not prohibited from terminating the Merger Agreement), terminates the Merger Agreement at a time when all conditions to closing have been satisfied or validly waived (other than those conditions that by their nature are to be satisfied at the Closing and certain regulatory conditions), or (ii) either party terminates the Merger Agreement because a governmental entity of competent jurisdiction has issued a final, non-appealable order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger.

See pages [  ] and [  ], respectively, for definitions of  “Termination Fee” and “Regulatory Termination Fee” as used in the Merger Agreement.

Specific Performance (see page [  ])

The parties have agreed that irreparable injury would occur if any provision of the Merger Agreement were not performed in accordance with its specific terms or were otherwise breached and that, accordingly, prior to any valid termination of the Merger Agreement in accordance with its terms, each party would be entitled to equitable remedies, including injunctions to prevent or remedy breaches or threatened breaches of the Merger Agreement and specific performance to enforce the terms and provisions of the Merger Agreement, including the parties’ obligations to consummate the Merger and the other Transactions contemplated by the Merger Agreement.

Market Price of Common Stock (see page [  ])

If the Merger is completed, you will be entitled to receive $38.50 in cash, without interest, for each Eligible Share owned by you (unless you have properly exercised, and not lost, your appraisal rights with respect to such shares of Common Stock), which represents a premium of approximately 30% to the closing price of  $29.66 per share of Common Stock on May 15, 2026, the last trading day prior to the execution of the Merger Agreement.

On [      ], 2026, the most recent practicable date before this proxy statement was first mailed to our stockholders, the closing price for Common Stock on the NYSE was $[      ] per share of Common Stock. You are encouraged to obtain current market quotations for Common Stock in connection with voting your shares of Common Stock.

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   10

Questions And Answers About The Special Meeting And The Merger

The following are brief answers to certain questions that you, as a stockholder of LiveRamp, may have regarding the Merger Agreement, the Merger, the Special Meeting and the proposals being considered at the Special Meeting. LiveRamp urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Merger Agreement, the Merger and the Special Meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement.

Q.

Why am I receiving these materials?

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A.

The Board is furnishing this proxy statement and form of proxy card to LiveRamp stockholders in connection with the solicitation of proxies to be voted at the Special Meeting.

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Q.

Who can vote at the Special Meeting?

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A.

Holders of record of Common Stock at the close of business on [  ], 2026 (the Record Date for the Special Meeting) are entitled to vote their shares of Common Stock owned as of that date at the Special Meeting or any postponement or adjournment thereof. On the Record Date for the Special Meeting, there were [      ] shares of Common Stock outstanding and entitled to vote. A list of our stockholders will be available for review at our office at 301 Main Street, 2nd Floor, Little Rock, AR 72201 for at least ten (10) days prior to the Special Meeting.

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Q.

How many shares may I vote?

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A.

You may vote all of the shares of Common Stock you held as of the Record Date, [  ], 2026, including shares held directly in your name as the stockholder of record, shares held for you as the beneficial owner in street name through a stockbroker or bank, and shares purchased through LiveRamp’s 401(k) Retirement Savings Plan and/or employee stock purchase plan.

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Q.

What is the purpose of the Special Meeting?

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A.

At the Special Meeting, stockholders will consider and act upon the matters outlined in the notice of meeting on the cover page of this proxy statement, namely:

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the Merger Agreement Proposal;

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the Adjournment Proposal, if necessary;

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the Director Election Proposal;

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the Share Increase Proposal;

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the Say-On-Pay Proposal;

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the Auditor Ratification Proposal; and

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the Merger Compensation Proposal.

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Q.

Is this proxy statement for LiveRamp’s 2026 annual meeting?

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A.

This Special Meeting is being held in lieu of our annual meeting and is intended to constitute our annual meeting under Section 302.00 of the NYSE Listed Company Manual, the Bylaws (as defined below) and the DGCL, and the delivery of this proxy statement to LiveRamp’s stockholders is intended to provide notice for such annual meeting pursuant to the DGCL and the Bylaws.

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Q.

Where and when is the Special Meeting?

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A.

The Special Meeting of stockholders of LiveRamp is scheduled to be held on [         ], 2026 beginning at [        ] (Pacific Time), via the internet at www.virtualshareholdermeeting.com/RAMP2026. At the Special Meeting, stockholders who owned shares of Common Stock as of the Record Date will be able to attend, vote, and ask questions via the internet by logging in to the virtual meeting website. Whether or not you plan to attend the Special Meeting, we urge you to vote and submit your proxy in advance of the Special Meeting by one of the methods described in these proxy materials. In order to vote or submit a question during the meeting, you will need to follow the instructions posted at www.proxyvote.com and

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11

www.virtualshareholdermeeting.com/RAMP2026 and will need the control number included on your voting instruction form or proxy card. Broadridge Financial Solutions, Inc. (“Broadridge”) is hosting the webcast of the Special Meeting. Broadridge will have technicians ready to assist you with any technical difficulties you may have in accessing the meeting. If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call Broadridge’s technical support number that will be posted on the virtual meeting platform log-in page.

Q.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

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A.

Beneficial owners. Most LiveRamp stockholders hold their shares through a broker, bank or other nominee (that is, in “street name”) rather than directly in their own name. If you hold your shares in street name, you are considered a “beneficial owner” of your shares and a full set of the proxy materials together with a voting instruction form have been or will be forwarded to you by your broker, bank or other nominee so you can instruct them how to vote your shares on your behalf.

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Stockholders of record. If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, you are considered the “stockholder of record” of your shares and a full set of the proxy materials, together with a proxy card has been or will be sent directly to you by LiveRamp so you may vote your shares using the proxy card.

Q.

How can I vote my shares?

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A.

There are four ways to vote:

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By internet. You can submit a proxy over the internet to vote your shares by following the instructions provided on the proxy card or voting instruction form accompanying the proxy materials you received.

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By telephone. You can submit a proxy over the telephone following the instructions provided on the proxy card or voting instruction form accompanying the proxy materials you received.

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By mail. If you received paper proxy materials in the mail, you can submit a proxy by mail to vote your shares by completing, signing and returning the proxy card or voting instruction form accompanying the proxy materials you received.

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During the meeting. If you are a stockholder of record or a beneficial owner as of the [  ], 2026 Record Date, you may vote virtually via the internet during the Special Meeting. If you desire to vote virtually via the internet at the meeting, please follow the instructions for attending and voting during the Special Meeting posted at www.virtualshareholdermeeting.com/RAMP2026. Beneficial owners must obtain a legal proxy from their broker, bank or other nominee to vote during the meeting. Follow the instructions from your broker, bank or other nominee included with your proxy materials, or contact your broker, bank or other nominee to request a legal proxy. All votes must be received by the independent inspector of election before the polls close during the meeting.

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Please note that telephone and internet voting will close at 8:59 p.m. (Pacific Time) on [        ], 2026.

Q:

How do I vote if I hold my shares as a participant in LiveRamp’s 401(k) Retirement Savings Plan?

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A:

If you hold shares as a participant in LiveRamp’s 401(k) Retirement Savings Plan, you can vote your shares by internet, telephone or mail by following the instructions provided in the voting instruction form accompanying the proxy materials you received. Your completed voting instructions, whether submitted by internet, by telephone or by mail, must be received by 8:59 p.m. (Pacific Time) on [        ], 2026, in order to allow sufficient time for your vote to be tabulated by the plan’s trustee. You also may revoke or change your voting instruction at any time prior to the cut-off time. Due to the tabulation requirements of the plan administrator, participants in LiveRamp’s 401(k) Retirement Savings Plan may not vote their shares during the meeting.

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Q:

Can I change my vote?

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A:

Any stockholder executing a proxy retains the right to revoke it at any time prior to the final vote at the Special Meeting, except that participants in LiveRamp’s 401(k) Retirement Savings Plan may not revoke or change their voting instructions after 8:59 p.m. (Pacific Time) on [      ], 2026. You may revoke your proxy and vote again by (i) delivering a notice of revocation or delivering a later-dated proxy to LiveRamp’s Corporate Secretary at

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LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   12

LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201; (ii) submitting another vote over the internet or by telephone; or (iii) by attending and voting virtually via the internet during the Special Meeting. However, your attendance during the Special Meeting will not automatically revoke your proxy unless you specifically so request. A stockholder’s last vote is the vote that will be counted.

Q:

Who will count the votes?

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A:

A representative of Broadridge will count the votes and will serve as the inspector of election.

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Q.

What did the Board determine with regard to the Merger Agreement?

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A.

After careful consideration, the Board unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, LiveRamp and its stockholders, (ii) determined that it is in the best interests of LiveRamp and its stockholders and declared advisable to enter into the Merger Agreement, (iii) approved the execution and delivery of the Merger Agreement by LiveRamp, the performance by LiveRamp of its covenants and agreements contained therein and the consummation of the Merger and the other Transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, and (iv) resolved to recommend that our stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

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For further information, see the section entitled “The Merger Agreement (Proposal 1) — Recommendations of the Board”.

Q.

How does the Board recommend that I vote on the proposals?

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A.

The Board recommends that you vote as follows:

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“FOR” the Merger Agreement Proposal;

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“FOR” the Adjournment Proposal, if necessary;

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“FOR” each director nominee included in the Director Election Proposal;

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“FOR” the Share Increase Proposal;

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“FOR” the Say-On-Pay Proposal;

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“FOR” the Auditor Ratification Proposal; and

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“FOR” the Merger Compensation Proposal.

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In considering the recommendation of the Board to vote in favor of the Merger Agreement Proposal, LiveRamp stockholders should be aware that LiveRamp’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of LiveRamp stockholders generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger”.

Q.

What will I receive in the Merger?

​

A.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be automatically cancelled, extinguished and converted into the right to receive an amount in cash equal to the Merger Consideration, without interest.

​

Q.

How does the Merger Consideration compare to the market price of LiveRamp Common Stock prior to the announcement of the Merger?

​

A.

The Merger Consideration of  $38.50 per share represents a premium of approximately 30% to the closing price of  $29.66 per share of Common Stock on May 15, 2026, the last trading day prior to the execution of the Merger Agreement.

​

On [         ], 2026, the most recent practicable date before this proxy statement was first mailed to our stockholders, the closing price for Common Stock on the NYSE was $[       ] per share of Common Stock. You are encouraged to obtain current market quotations for Common Stock in connection with voting your shares of Common Stock.

13

Q.

How will the Merger affect LiveRamp equity awards?

​

A.

LiveRamp Options. At the Effective Time, each LiveRamp Option will be converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the applicable exercise price per share of such LiveRamp Option multiplied by (ii) the number of shares of Common Stock subject to such LiveRamp Option immediately prior to the Effective Time. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

​

LiveRamp Restricted Stock Awards. At the Effective Time, each LiveRamp Restricted Stock Award will be converted into a restricted cash award in an amount equal to (i) the number of shares of Common Stock subject to such LiveRamp Restricted Stock Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

LiveRamp RSU Awards and LiveRamp PSU Awards. At the Effective Time, each LiveRamp RSU Award and each LiveRamp PSU Award will be converted into a restricted cash award in an amount equal to (i) the number of shares of Common Stock subject to such LiveRamp RSU Award or LiveRamp PSU Award (determined based on (x) in the case of LiveRamp PSU Awards granted on or prior to December 31, 2025, that are subject to “Rule of 40” performance conditions, 128% of the target level of performance (in the case of fiscal year 2025 grants) and 139% of the target level of performance (in the case of fiscal year 2026 grants), (y) in the case of all other LiveRamp PSU Awards granted on or prior to December 31, 2025, actual performance for completed performance periods and the greater of the target level and the actual level of performance through the Effective Time for incomplete performance periods and (z) in the case of LiveRamp PSU Awards granted after December 31, 2025, the target level of performance) immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time, except that the performance-based vesting conditions applicable to LiveRamp PSU Awards will cease to apply, and the awards will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

Q.

What will happen in the Merger?

​

A.

Upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub will be merged with and into LiveRamp at the Effective Time, the separate corporate existence of Merger Sub will cease, and LiveRamp will continue as the Surviving Company in the Merger and a wholly owned direct subsidiary of Parent. As a result of the Merger, Common Stock will no longer be publicly traded, and you will no longer have any interest in the future earnings or growth of LiveRamp. In addition, Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and LiveRamp will no longer be required to file periodic reports with the U.S. Securities and Exchange Commission (the “SEC”) with respect to Common Stock, in each case, in accordance with applicable law, rules and regulations.

​

Q.

What vote is required to adopt the Merger Agreement?

​

A.

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock entitled to vote thereon. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Pursuant to the Merger Agreement, such approval is a condition to the consummation of the Merger.

​

As of the Record Date, the current directors and executive officers of LiveRamp beneficially owned and were entitled to vote, in the aggregate, [       ] shares of Common Stock (not including any shares of Common Stock deliverable upon exercise of or underlying any LiveRamp equity awards) representing approximately [      ]% of the outstanding voting power of Common Stock as of the Record Date. We currently expect that each of the directors and executive officers of LiveRamp will vote all of his or her shares “FOR” each of the proposals to be presented at the Special Meeting, including the Merger Agreement Proposal.

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   14

Q.

If a LiveRamp stockholder submits a proxy, how are the shares of Common Stock voted or what happens if I do not give specific voting instructions?

​

A.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies will vote your shares of Common Stock in the way that you indicate. When completing the internet or telephone process or the proxy card, you may specify whether your shares of Common Stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

​

Stockholder of Record. If you are a stockholder of record and you properly sign and return your proxy card but do not mark the boxes showing how your shares of Common Stock should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Adjournment Proposal; (3) “FOR” each director nominee included in the Director Election Proposal; (4) “FOR” the Share Increase Proposal; (5) “FOR” the Say-On-Pay Proposal, (6) “FOR” the Auditor Ratification Proposal; and (7) “FOR” the Merger Compensation Proposal.

Beneficial Owner. If you are a beneficial owner of shares held in street name and do not vote at the Special Meeting or provide the broker, bank or other nominee that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the broker, bank or other nominee that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Q.

Which items of business are considered “routine” and “non-routine”?

​

A.

The Merger Agreement Proposal (Proposal No. 1), the Adjournment Proposal (Proposal No. 2), the Director Election Proposal (Proposal No. 3), the Share Increase Proposal (Proposal No. 4), the Say-On-Pay Proposal (Proposal No. 5) and the Merger Compensation Proposal (Proposal No. 7) are considered non-routine matters under applicable rules, and therefore a broker or other nominee may not vote on these matters without instructions from the beneficial owner. On the other hand, the Auditor Ratification Proposal (Proposal No. 6) is considered a routine matter, and a broker or other nominee may vote without instructions and broker non-votes are not expected to occur with respect to this proposal.

​

Q.

What if I abstain from voting on the Merger Agreement Proposal?

​

A.

If you attend the Special Meeting or send in your signed proxy card but abstain from voting, your shares of Common Stock will still be counted in determining whether a quorum is present. If you abstain from voting or fail to vote your shares of Common Stock (including the failure of a record owner to execute and return a proxy card and the failure of a beneficial owner of shares of Common Stock held in “street name” by a broker to give voting instructions to the broker), that abstention or failure to vote will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal.

​

Each broker non-vote will also count as a vote “AGAINST” the Merger Agreement Proposal as brokers do not have discretionary voting power on such proposal. For shares of Common Stock held in “street name”, only shares of Common Stock affirmatively voted “FOR” the Merger Agreement Proposal will be counted as a vote in favor of such proposal.

15

Q.

What vote is required to pass each of the other items of business?

​

A.

The stockholder vote required to approve each proposal other than the Merger Agreement Proposal presented in this proxy statement is set forth below:

​

​

*

A majority of votes cast means that the number of votes cast “for” a director nominee’s election or a proposal must exceed the number of votes cast “against” it.

​

Director Resignation Policy. In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected, and the Board of Directors has established procedures under which any incumbent director who fails to receive a majority of the votes cast in his or her election will tender his or her resignation to the Board. The Board will act upon a tendered resignation within 90 days of the date on which the election results were certified and will promptly make public disclosure of the results of its actions.

Broker non-votes and abstentions (which occur when a stockholder chooses to abstain from voting on a proposal) are counted for purposes of determining whether a quorum is present. The effect of broker non-votes and abstentions on the proposals presented in this proxy statement other than the Merger Agreement Proposal is as follows:

​

Q.

Why am I being asked to consider and cast a non-binding advisory vote to approve the compensation that may be paid or become payable to LiveRamp’s named executive officers that relates to the Merger?

​

A.

The SEC rules require LiveRamp to seek approval on a non-binding, advisory basis with respect to certain payments that will, or may be made to LiveRamp’s named executive officers that are based on or otherwise relate to the Merger. For additional information, see the section entitled “Advisory Vote on Named Executive Officer Merger-Related Compensation (Proposal 7)”.

​

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   16

Q.

What will happen if LiveRamp stockholders do not approve the Merger Compensation Proposal?

​

A.

The vote on the Merger Compensation Proposal is a vote separate and apart from the vote on the Merger Agreement Proposal. Accordingly, a stockholder may vote to approve the Merger Agreement Proposal and vote not to approve the Merger Compensation Proposal, and vice versa. Because the vote on the Merger Compensation Proposal is advisory in nature only, it will not be binding on LiveRamp, Parent or Merger Sub. Accordingly, if the Merger Agreement is adopted by LiveRamp stockholders and the Merger is completed, the Merger-related compensation may be paid to LiveRamp’s named executive officers to the extent payable in accordance with the terms of their respective compensation agreements and arrangements even if LiveRamp stockholders do not approve the Merger Compensation Proposal.

​

Q.

Do any of LiveRamp’s directors or executive officers have any interests in the Merger Agreement that are different from, or in addition to, my interests as a LiveRamp stockholder?

​

A.

In considering the recommendation of the Board that LiveRamp stockholders adopt the Merger Agreement, LiveRamp stockholders should be aware that the executive officers and directors of LiveRamp have certain interests in the Merger Agreement, the Merger and the other Transactions contemplated by the Merger Agreement that may be different from, or in addition to, the interests of LiveRamp stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and in making their recommendation that LiveRamp stockholders approve the adoption of the Merger Agreement. These interests include, among others, as applicable, the treatment of outstanding LiveRamp equity awards, potential severance payments and benefits under our severance arrangements, cash retention awards and continued indemnification and insurance coverage. These interests are discussed in more detail in the section entitled “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger”.

​

Q.

When do you expect the Merger to be completed?

​

A.

We expect to complete the Merger by December 31, 2026, subject to fulfillment of customary conditions to Closing, including the approval of LiveRamp stockholders and receipt of required regulatory approvals and clearances. The Merger is subject to various regulatory approvals and clearances and other conditions, and it is possible that factors outside the control of LiveRamp, Parent or Merger Sub could result in the Merger being completed at a later time, or not at all. There may be a substantial amount of time between the Special Meeting and the completion of the Merger. We expect to complete the Merger promptly following the receipt of all required approvals.

​

Q.

What are the material U.S. federal income tax consequences of the Merger?

​

A.

The exchange of shares of Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for such purposes, a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) who receives cash in the Merger in exchange for shares of Common Stock will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that the U.S. Holder receives pursuant to the Merger with respect to such shares and the U.S. Holder’s adjusted tax basis in such shares. Such gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period in such Common Stock exceeds one year at the time of the Merger.

​

A Non-U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of shares of Common Stock for cash pursuant to the Merger unless such Non-U.S. Holder has certain connections to the United States. However, a Non-U.S. Holder may be subject to backup withholding unless such Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption.

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your tax advisor regarding the particular tax consequences of the Merger to you, including any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction or other U.S. federal tax laws.

17

Q.

What happens if I sell or otherwise transfer my shares of Common Stock after the Record Date but before the Special Meeting?

​

A.

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date on which the Merger is expected to be completed. If you sell or transfer your shares of Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares of Common Stock, and each of you notifies LiveRamp in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of Common Stock, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of Common Stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the internet or by telephone (in accordance with the instructions detailed in the section entitled “The Special Meeting”).

​

Q.

Who is soliciting my vote?

​

A.

The Board is soliciting your proxy, and LiveRamp will bear the cost of soliciting proxies. We have hired Innisfree M&A Incorporated (“Innisfree”) to help us send out the proxy materials and to solicit proxies for the Special Meeting, the estimated cost of which is approximately $40,000 plus reimbursement of certain additional out-of-pocket expenses. We will ask banks, brokerage houses, fiduciaries and custodians holding shares of Common Stock in their names for others to send proxy materials to and obtain proxies from the beneficial owners of such shares, and we will reimburse them for their reasonable expenses in doing so. We and our directors, officers and regular employees may solicit proxies by mail, personally, by telephone or by other appropriate means. No additional compensation will be paid to directors, officers or other regular employees for such services.

​

Q.

What do I need to do now?

​

A.

Carefully read and consider the information contained in and incorporated by reference into this proxy statement, including its annexes. Whether or not you expect to attend the Special Meeting via the virtual meeting website or by proxy, please submit a proxy to vote your shares of Common Stock as promptly as possible so that such shares may be represented and voted at the Special Meeting. A failure to vote your shares of Common Stock or an abstention from voting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

​

Q.

If the Merger is completed, how do I obtain the Merger Consideration for my shares of Common Stock?

​

A.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each Eligible Share will be automatically cancelled (and shall cease to exist) and converted into the right to receive the Merger Consideration. If your shares of Common Stock are evidenced by stock certificates, after the Merger is completed, you will receive a letter of transmittal and related materials from the paying agent for the Merger with detailed written instructions for exchanging your shares of Common Stock. Holders of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the Merger Consideration. If your shares of Common Stock are held in “street name” by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the Merger Consideration.

​

Q.

Should I send in my stock certificates or other evidence of ownership now?

​

A.

No. You should not return any stock certificate or send documents evidencing ownership of Common Stock now or with the proxy card. If the Merger is completed, the paying agent for the Merger will send you a letter of transmittal and instructions for exchanging your shares of Common Stock for the Merger Consideration for each share.

​

Q.

Am I entitled to exercise appraisal rights under the DGCL instead of receiving the Merger Consideration for each of my shares of Common Stock?

​

A.

If the Merger is completed, holders of shares of Common Stock issued and outstanding immediately prior to the Effective Time who do not vote in favor of the adoption of the Merger Agreement, who duly demand appraisal pursuant to Section 262 of the DGCL and have not effectively withdrawn their demand or otherwise waived or lost their rights to appraisal, are entitled to seek appraisal of their shares of Common Stock in connection with

​

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   18

the Merger under Section 262 of the DGCL if they take certain actions and meet certain conditions. For additional information, see the section entitled “Appraisal Rights”. In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Failure to strictly comply, timely and properly, with the requirements of Section 262 of the DGCL will result in the loss of your right to appraisal. We encourage you to read these provisions carefully and in their entirety and, in view of their complexity, to promptly consult with your legal and financial advisors if you wish to pursue your appraisal rights in connection with the Merger.

Q.

How many shares must be present to constitute a quorum for the Special Meeting?

​

A.

The holders of a majority of the voting power of all of the outstanding shares of Common Stock entitled to vote at the Special Meeting, present virtually via the internet or by proxy, will constitute a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or if one is submitted on your behalf by your broker, bank or other agent) or if you attend the Special Meeting via the virtual meeting website. Abstentions will be counted towards the quorum requirement.

​

At the close of business on the Record Date, there were [      ] shares of Common Stock outstanding. Thus, a total of  [       ] shares are entitled to vote at the Special Meeting and holders of shares of Common Stock representing at least [       ] votes must be represented at the Special Meeting, virtually via the internet or by proxy, to have a quorum. If a quorum is established, each holder of Common Stock shall be entitled to one vote on each of the matters presented at the Special Meeting for each share of Common Stock outstanding in his or her name on the Record Date. There must be a quorum for business to be conducted at the Special Meeting. Failure of a quorum to be present at the Special Meeting will necessitate an adjournment or postponement and will subject LiveRamp to additional expense.

Accordingly, in addition to the shares held by our directors and executive officers, LiveRamp will need an additional [       ] shares of Common Stock (or about [     ]% of the outstanding Common Stock) to be counted as present in order to have a quorum at the Special Meeting.

Q.

What is a proxy?

​

A.

A proxy is a LiveRamp stockholder’s legal designation of another person to vote shares of Common Stock owned by such LiveRamp stockholder on their behalf. If you are a LiveRamp stockholder of record, you can vote by proxy over the internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares of Common Stock beneficially in “street name”, you should follow the voting instructions provided by your bank, broker or other nominee.

​

Q.

What does it mean if I receive more than one set of proxy materials?

​

A.

This means you own shares of Common Stock that are registered under different names or are in more than one account. For example, you may own some shares of Common Stock directly as a stockholder of record and other shares of Common Stock through a broker or you may own shares of Common Stock through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares of Common Stock you own. Each proxy card you receive comes with its own prepaid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card. For joint accounts, each owner should sign the proxy card. When signing as executor, administrator, attorney, trustee, guardian, etc., please print your full title on the proxy card.

​

Q.

Will my shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?

​

A.

No. Because any shares of Common Stock you may hold in “street name” will be deemed to be held by a different stockholder than any shares you hold of record, any shares of Common Stock so held will not be combined for voting purposes with shares of Common Stock you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares of Common Stock because they are held in a different form of record ownership. Shares of Common Stock held by a corporation or business

​

19

entity must be voted by an authorized officer of the entity. Shares of Common Stock held in an individual retirement account must be voted under the rules governing the account.

Q.

Where can I find the voting results of the Special Meeting?

​

A.

LiveRamp intends to announce preliminary voting results at the Special Meeting and to publish final results in a Current Report on Form 8-K that will be filed with the SEC following the Special Meeting. All reports that LiveRamp files with the SEC are publicly available.

​

Q.

What happens if the Merger is not completed?

​

A.

If the Merger Agreement is not adopted by LiveRamp stockholders or if the Merger is not completed for any other reason, LiveRamp stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, shares of Common Stock will continue to be listed and traded on the NYSE. The Merger Agreement provides that, (i) upon termination of the Merger Agreement under certain circumstances, LiveRamp may be required to pay to Parent a termination fee of  $32,350,000 and (ii) Parent will be required to pay LiveRamp a termination fee in the same amount if the Merger Agreement is terminated because a governmental entity of competent jurisdiction has issued a final, non-appealable order permanently prohibiting the consummation of the Merger, among other reasons. See the section entitled “The Merger Agreement — Effect of Termination — Termination Fee” for a discussion of the circumstances under which such a termination fee may be required to be paid.

​

Q.

How many copies of this proxy statement and related voting materials should I receive if I share an address with another stockholder?

​

A.

The SEC’s proxy rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement to those stockholders. This process, which is commonly referred to as “householding”, potentially provides extra convenience for stockholders and cost savings for companies. LiveRamp and some brokers may be householding our proxy materials by delivering a single set of proxy materials to multiple stockholders who share an address, unless contrary instructions have been received from the affected stockholders. However, if you are residing at such an address and wish to receive a separate set of proxy materials, you may request them by calling our Corporate Secretary at (888) 987-6764, or by submitting a request in writing to our Corporate Secretary, c/o LiveRamp Holdings, Inc., Corporate Secretary at 301 Main Street, 2nd Floor, Little Rock, AR 72201, and we will promptly deliver a separate set of the proxy materials to you. If you are receiving multiple copies of our proxy statement, you can request householding by contacting the Corporate Secretary in the same manner described above.

​

Q.

Who should I contact if I have any questions or would like to obtain additional information about LiveRamp?

​

A.

LiveRamp will provide copies of this proxy statement, its annexes and the documents incorporated by reference herein, without charge to any stockholder who makes a written request to our Corporate Secretary at LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201. LiveRamp’s Annual Report on Form 10-K and other SEC filings may also be accessed at https://www.sec.gov or on LiveRamp’s Investor Relations website at https://investors.liveramp.com. LiveRamp’s website address is provided as an inactive textual reference only. The information provided on or accessible through our website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to our website provided in this proxy statement.

​

If you have any questions about the Special Meeting or how to vote your shares, please contact Innisfree, which has been retained to assist us in the distribution and solicitation of proxies, by calling toll-free at (877) 750-0625. Banks, brokers and other nominees should call at (212) 750-5833.

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   20

Cautionary Statement Regarding Forward-Looking Statements

All statements other than statements of historical facts included in this proxy statement that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, in particular, financial estimates and statements about the expected timing, completion and effects or benefits of the Merger. These forward-looking statements are based on management’s current expectations and beliefs and are subject to uncertainties and factors, all of which are difficult to predict and many of which are beyond our control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks include, but are not limited to: (i) uncertainties as to the timing of the Merger; (ii) the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any or all of the various conditions to the consummation of the Merger, including receiving, on a timely basis or otherwise, the requisite vote of LiveRamp stockholders or failing to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iv) the possibility that competing offers or acquisition proposals for LiveRamp will be made; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require LiveRamp to pay a termination fee; (vi) the effect of the announcement or pendency of the Merger on LiveRamp’s ability to retain and hire key personnel, maintain relationships with its customers, suppliers and others with whom LiveRamp does business, or its operating results and business generally; (vii) risks related to diverting management’s attention from LiveRamp’s ongoing business operations; (viii) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense, indemnification and liability; (ix) certain restrictions during the pendency of the Merger that may impact LiveRamp’s ability to pursue certain business opportunities or strategic transactions; (x) the risk that any announcements relating to the Merger could have adverse effects on the market price of LiveRamp’s common stock, including if the Merger is not consummated; (xi) legislative, regulatory and economic developments; and (xii) other factors discussed in the “Risk Factors” sections of LiveRamp’s most recent periodic and current reports filed with the SEC, all of which you may obtain for free on the SEC’s website at www.sec.gov. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

21

Parties to the Merger

LiveRamp

LiveRamp is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp’s data collaboration network seamlessly unites data across advertisers, ad tech platforms, publishers, data providers, and commerce media networks, unlocking insights that deliver transformational consumer experiences, and drive measurable business outcomes. As consumers embrace AI-powered experiences, the LiveRamp data collaboration network expands the breadth and accuracy of the data on which marketing AI capabilities operate. Our platform is engineered for AI agent accessibility, facilitating autonomous data collaboration between the specialized AI agents utilized by our customers and partners and our networked platform. Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while accelerating business growth.

LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our Common Stock is listed on the NYSE under the symbol “RAMP.” We serve a global customer base from locations in the United States, Europe, and the APAC region. Our direct customer list includes many of the world’s best-known and most innovative brands across most major industry verticals, including but not limited to financial, insurance and investment services, information systems, direct marketing, retail, automotive, telecommunications, technology, consumer packaged goods, media, healthcare, travel and hospitality, entertainment and non-profit. We serve thousands of additional companies through our expansive partner ecosystem, unlocking access to unique customer moments and creating powerful network effects. LiveRamp’s principal place of business is 225 Bush Street, Seventeenth Floor, San Francisco, CA 94104, and its telephone number is (888) 987-6764.

Publicis

Publicis [Euronext Paris FR0000130577, CAC 40] is a global leader in communication. Publicis is positioned at every step of the value chain, from consulting to execution, combining marketing transformation and digital business transformation. Publicis is a privileged partner in its clients’ transformation to enhance personalization at scale. Publicis relies on ten expertise concentrated within four main activities: Communication, Media, Data and Technology. Through a unified and fluid organization, its clients have a facilitated access to all its expertise in every market. Present in over 100 countries, Publicis employs around 114,000 professionals. Publicis’s principal place of business is Publicis Groupe S.A. 133, avenue des Champs-Élysées Paris, France 75008 and its telephone number is +33 (0) 1 44 43 70 00.

Parent

Parent is the parent of Merger Sub and a wholly owned subsidiary of Publicis. Parent’s principal place of business is 375 Hudson Street, New York, NY 10014 and its telephone number is (212) 279-5550.

Merger Sub

Merger Sub is a wholly owned subsidiary of Parent and has not engaged in any business or operations or incurred any liabilities or obligations, except for those activities incidental to its formation and the Transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will be merged with and into LiveRamp and will cease to exist, with LiveRamp surviving the Merger as a wholly owned subsidiary of Parent. Merger Sub’s principal executive offices are maintained at 375 Hudson Street, New York, NY 10014 and its telephone number is (212) 279-5550.

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The Special Meeting

This proxy statement is being provided to the stockholders of LiveRamp as part of a solicitation of proxies by the Board for use at the Special Meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides stockholders of LiveRamp with the information they need to know to be able to vote or to instruct their vote to be cast at the Special Meeting.

Date, Time and Place of the Special Meeting

The Special Meeting of stockholders of LiveRamp is scheduled to be held on [      ], 2026 beginning at [      ] (Pacific Time), via the internet at www.virtualshareholdermeeting.com/RAMP2026. The Record Date for the Special Meeting is [      ], 2026. Only stockholders of record at the close of business on that date are entitled to attend and to vote at the Special Meeting via the internet by logging in to the virtual meeting website. However, if you are the stockholder of record as of the Record Date, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply complete, sign, date and return the enclosed proxy card or submit your proxy through the internet or by telephone according to the instructions contained in the enclosed proxy card. If you are a beneficial owner of our shares, the manner of voting and the availability of telephone and internet voting will depend on the voting process of the bank, broker or nominee who holds your shares. Whether or not you plan to attend the Special Meeting, we urge you to complete and return the enclosed proxy card or submit your proxy card through the internet or by telephone by following the instructions provided in the proxy card to ensure that your vote is counted. You will not be able to attend the Special Meeting in-person.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders of LiveRamp to consider and vote on the following:

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the Merger Agreement Proposal;

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the Adjournment Proposal, if necessary;

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the Director Election Proposal;

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the Share Increase Proposal;

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the Say-On-Pay Proposal;

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the Auditor Ratification Proposal; and

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the Merger Compensation Proposal.

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Recommendation of the Board

After careful consideration, the Board has unanimously (i) determined that the terms of the Merger Agreement and the Transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, LiveRamp and its stockholders, (ii) determined that it is in the best interests of LiveRamp and its stockholders and declared advisable to enter into the Merger Agreement, (iii) approved the execution and delivery of the Merger Agreement by LiveRamp, the performance by LiveRamp of its covenants and agreements contained therein and the consummation of the Merger and the other Transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, and (iv) resolved to recommend that our stockholders adopt the Merger Agreement and approve the Transactions contemplated thereby, including the Merger. Certain factors considered by the Board in reaching its recommendation can be found in the section entitled “The Merger Agreement (Proposal 1) — Recommendation of the Board”. The Board recommends that LiveRamp stockholders vote “FOR” approval of the Merger Agreement Proposal, “FOR” approval of the Adjournment Proposal, if necessary, “FOR” each of the nominees included in the Director Election Proposal, “FOR” approval of the Share Increase Proposal, “FOR” approval of the Say-On-Pay Proposal, “FOR” approval of the Auditor Ratification Proposal and “FOR” approval of the Merger Compensation Proposal.

Our stockholders must approve the Merger Agreement Proposal in order for the Merger to occur. If our stockholders fail to approve the Merger Agreement Proposal, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

The vote on the Merger Compensation Proposal is a vote separate and apart from the vote on the Merger Agreement Proposal. Accordingly, a stockholder may vote to approve the Merger Agreement Proposal and vote not to approve

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the Merger Compensation Proposal, and vice versa. Because the vote on the Merger Compensation Proposal is advisory in nature only, it will not be binding on LiveRamp, Parent or Merger Sub. Accordingly, if the Merger Agreement is adopted by LiveRamp stockholders and the Merger is completed, the Merger-related compensation may be paid to LiveRamp’s named executive officers to the extent payable in accordance with the terms of their respective compensation agreements and arrangements even if the stockholders do not approve the Merger Compensation Proposal.

Record Date; Stockholders Entitled to Vote

Only holders of record of Common Stock at the close of business on [      ], 2026, the Record Date, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting. At the close of business on the Record Date, [     ] shares of Common Stock were issued and outstanding. The holders of shares of Common Stock will have one vote for each share of Common Stock they owned as of the close of business on the Record Date.

Quorum

A quorum of stockholders is necessary to hold a valid meeting. The holders of a majority of the voting power of all of the shares of Common Stock entitled to vote at the Special Meeting, present virtually via the internet or by proxy, will constitute a quorum. At the close of business on the Record Date, there were [     ] shares of Common Stock outstanding. Thus, a total of  [     ] shares are entitled to vote at the Special Meeting and holders of shares of Common Stock representing at least [     ] votes must be represented at the Special Meeting, present virtually via the internet or by proxy, to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or if one is submitted on your behalf by your broker, bank or other agent) or if you attend the Special Meeting. Abstentions will be counted towards the quorum requirement.

Once a share of Common Stock is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting and any adjournment or postponement of the Special Meeting, except as set forth below. If a quorum is not present at the Special Meeting, the stockholders entitled to vote at such meeting, present in person or represented by proxy, may adjourn the meeting from time to time (without notice other than announcement at the meeting) until a quorum is present pursuant to LiveRamp’s Third Amended and Restated Bylaws (the “Bylaws”). At the adjourned meeting LiveRamp may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting in the manner provided in the Bylaws.

Accordingly, in addition to the shares held by our directors and executive officers, LiveRamp will need an additional [     ] shares of Common Stock (or about [     ]% of the outstanding Common Stock) to be counted as present in order to have a quorum at the Special Meeting.

Required Vote

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock entitled to vote thereon. Assuming a quorum, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Pursuant to the Merger Agreement, such approval is a condition to the consummation of the Merger.

Approval of the Adjournment Proposal, if necessary, requires the affirmative vote of a majority of votes cast on the matter. Assuming a quorum, abstentions and broker non-votes will have no effect on the approval of the Adjournment Proposal.

Election of each nominee included in the Director Election Proposal requires the affirmative vote of a majority of the votes cast for each nominee. Assuming a quorum, abstentions and broker non-votes will have no effect on the approval of the Director Election Proposal.

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Approval of the Share Increase Proposal requires the affirmative vote of a majority of the votes cast on the matter. Assuming a quorum, abstentions and broker non-votes will have no effect on the approval of the Share Increase Proposal.

Approval of the Say-On-Pay Proposal requires the affirmative vote of a majority of the votes cast on the matter. Assuming a quorum, abstentions and broker non-votes will have no effect on the approval of the Say-On-Pay Proposal.

Approval of the Auditor Ratification Proposal requires the affirmative vote of a majority of the votes cast on the matter. Assuming a quorum, abstentions on the approval of the Auditor Ratification Proposal will have no effect on the Auditor Ratification Proposal. Broker non-votes are not applicable to the approval of the Auditor Ratification Proposal.

Approval of the Merger Compensation Proposal requires the affirmative vote of a majority of the votes cast on the matter. Assuming a quorum, abstentions and broker non-votes will have no effect on the approval of the Merger Compensation Proposal.

A majority of votes cast means that the number of votes cast “FOR” a director nominee’s election or a proposal must exceed the number of votes cast “AGAINST” it.

As of the Record Date, the current directors and executive officers of LiveRamp beneficially owned and were entitled to vote, in the aggregate, [     ] shares of Common Stock (not including any shares of Common Stock deliverable upon exercise of or underlying any LiveRamp equity award), representing approximately [     ]% of the outstanding voting power of Common Stock as of the Record Date. We currently expect that each of the directors and executive officers of LiveRamp will vote all of his or her shares “FOR” each of the proposals to be presented at the Special Meeting.

Accordingly, in addition to the shares held by our directors and executive officers, LiveRamp will need an additional [     ] shares of Common Stock (or about [     ]% of the outstanding Common Stock) to be voted in favor of the Merger Agreement Proposal to approve such proposal.

Abstentions and Broker Non-Votes; Failure to Vote

An abstention occurs when a stockholder attends a meeting, virtually via the internet or by proxy, but abstains from voting. At the Special Meeting, abstentions will be counted in determining whether a quorum is present. If a stockholder abstains from voting or fails to vote its shares of Common Stock (including the failure of a record owner to execute and return a proxy card and the failure of a beneficial owner of shares of Common Stock held in “street name” by a broker to give voting instructions to the broker), that abstention or failure to vote will have the same effect as if the stockholder voted “AGAINST” the Merger Agreement Proposal. However, abstentions and a failure to return your proxy card or otherwise vote your shares of Common Stock will have no effect on the remaining proposals, assuming a quorum is present.

Each “broker non-vote” (i) will also count as a vote “AGAINST” the Merger Agreement Proposal, (ii) will not be applicable to the Auditor Ratification Proposal and (iii) will have no effect on the remaining proposals. Broker non-votes are shares of Common Stock held by brokers that are present in person or by proxy at the Special Meeting, but with respect to which the broker is not instructed by the beneficial owner of such shares of Common Stock how to vote on a particular proposal, and the broker does not have discretionary voting power on such proposals.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Common Stock should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Adjournment Proposal, if necessary; (3) “FOR” each of the nominees included in the Director Election Proposal; (4) “FOR” the Share Increase Proposal; (5) “FOR” the Say-On-Pay Proposal; (6) “FOR” the Auditor Ratification Proposal; and (7) “FOR” the Merger Compensation Proposal.

Voting at the Special Meeting

The Special Meeting of stockholders of LiveRamp to consider and vote on the Merger Agreement and the other voting items discussed herein is scheduled to be held on [      ], 2026 beginning at [      ] (Pacific Time) (unless the Special Meeting is adjourned or postponed), via the virtual meeting website. For each of the Merger Agreement

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Proposal, the Adjournment Proposal, if necessary, the nominees included in the Director Election Proposal, the Share Increase Proposal, the Say-On-Pay Proposal, the Auditor Ratification Proposal and the Merger Compensation Proposal, you may vote “FOR” or “AGAINST” or abstain from voting. The procedures for voting are described below, based upon your form of ownership.

Stockholder of Record: Shares Registered in Your Name

If at the close of business on the Record Date, your shares of Common Stock were registered directly in your name with our transfer agent, Broadridge, then you are the stockholder of record for these shares. As a stockholder of record, you may vote either via the virtual meeting website at the Special Meeting or by proxy. Whether or not you plan to attend the Special Meeting, we urge you to complete and return the enclosed proxy card or submit your proxy card through the internet or by telephone by following the instructions provided in the proxy card to ensure that your vote is counted.

The procedures for voting by proxy are as follows:

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By internet. You can submit a proxy over the internet to vote your shares by following the instructions provided on the proxy card or voting instruction form accompanying the proxy materials you received.

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By telephone. You can submit a proxy over the telephone following the instructions provided on the proxy card or voting instruction form accompanying the proxy materials you received.

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By mail. If you received paper proxy materials in the mail, you can submit a proxy by mail to vote your shares by completing, signing and returning the proxy card or voting instruction form accompanying the proxy materials you received.

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During the meeting. If you are a stockholder of record or a beneficial owner as of the [      ] , 2026 Record Date, you may vote virtually via the internet during the Special Meeting. If you desire to vote virtually via the internet at the meeting, please follow the instructions for attending and voting during the Special Meeting posted at www.virtualshareholdermeeting.com/RAMP2026. Beneficial owners must obtain a legal proxy from their broker, bank or other nominee to vote during the meeting. Follow the instructions from your broker, bank or other nominee included with your proxy materials, or contact your broker, bank or other nominee to request a legal proxy. All votes must be received by the independent inspector of election before the polls close during the meeting.

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If you submit a proxy over the internet or by telephone, your vote must be received by 8:59 p.m. (Pacific Time) on [      ], 2026, to be counted.

To vote during the live webcast of the Special Meeting, you must first log into the meeting portal at www.virtualshareholdermeeting.com/RAMP2026, where you will be able to submit questions and vote during the meeting. Stockholders will be able to access the Special Meeting website beginning at [      ] (Pacific Time) on [      ], 2026.

Whether or not you plan to attend the Special Meeting by attendance via the virtual meeting website or by proxy, as applicable, we urge you to vote by proxy to ensure your vote is counted. Voting in advance does not affect your right to attend the Special Meeting. You may still attend the Special Meeting if you have already voted by proxy. If you submit the enclosed proxy card and also attend the Special Meeting, you do not need to vote again at the Special Meeting unless you want to change your vote. We encourage you to vote over the internet or by telephone, both of which are convenient, cost-effective and reliable alternatives to returning a proxy card by mail.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If at the close of business on the Record Date, your shares of Common Stock were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. The availability of telephone and internet voting will depend on the voting process of the broker or nominee. Certain of these institutions offer the ability to direct your agent how to vote through the internet or by telephone.

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If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from LiveRamp. To ensure that your vote is counted, simply complete and mail the proxy card or, if provided by your agent, follow the instructions for submitting your proxy through the internet or by telephone. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares via the virtual meeting website at the Special Meeting unless you request and obtain a valid proxy issued in your name from your broker, bank or other agent considered the stockholder of record of the shares.

Beneficial Owner: Shares Held through LiveRamp Retirement Savings Plan

If you hold shares as a participant in LiveRamp’s 401(k) Retirement Savings Plan, you can vote your shares by internet, telephone or mail by following the instructions provided in the voting instruction form accompanying the proxy materials you received. Your completed voting instructions, whether submitted by internet, by telephone or by mail, must be received by 8:59 p.m. (Pacific Time) on [      ], 2026, in order to allow sufficient time for your vote to be tabulated by the plan’s trustee. You also may revoke or change your voting instruction at any time prior to the cut-off time. Due to the tabulation requirements of the plan administrator, participants in LiveRamp’s 401(k) Retirement Savings Plan may not vote their shares during the Special Meeting.

Proxies and Revocation

Any stockholder of record entitled to vote at the Special Meeting may vote at the Special Meeting, or by submitting a proxy to vote via the internet, by telephone or by mail using the enclosed postage-prepaid envelope. If you are a beneficial owner of shares of Common Stock, and your shares of Common Stock are held in “street name”, you should instruct your bank, broker or other nominee on how to vote your shares of Common Stock using the instructions provided by your bank, broker or other nominee. If you fail to submit a proxy, or you do not provide your bank, broker or other nominee with instructions, as applicable, your shares of Common Stock will not be voted on the Merger Agreement Proposal, which will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

If you fail to vote at the Special Meeting, fail to return your proxy card or fail to submit your proxy to vote via the internet or by telephone, or if your shares of Common Stock are held in “street name” by your bank, broker or other nominee, and you fail to instruct your bank, broker or other nominee to vote, your shares of Common Stock will not be voted and will not have an effect on the approval of the Adjournment Proposal, Director Election Proposal, the Share Increase Proposal, the Say-On-Pay Proposal and the Merger Compensation Proposal, assuming a quorum is present.

You have the right to revoke a proxy at any time prior to the taking of the vote at the Special Meeting. You may revoke your proxy prior to the taking of the vote at the Special Meeting by submitting a new proxy to vote your shares of Common Stock over the internet or by telephone (only your latest internet or telephone proxy is counted), by signing a later-dated new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card or by sending a written revocation of your proxy to LiveRamp prior to the Special Meeting to our Corporate Secretary, c/o LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201. In addition, you may revoke your proxy by attending the Special Meeting and voting your shares of Common Stock via the virtual meeting website; however, attending the Special Meeting alone will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or vote virtually via the internet at the Special Meeting.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the voting instructions from that organization included with these proxy materials, or contact that organization to determine how you may revoke your proxy.

Solicitation of Proxies

The Board is soliciting your proxy, and LiveRamp will bear the costs of the solicitation of proxies for the Special Meeting. We have hired Innisfree to help us send out the proxy materials and to solicit proxies for the Special Meeting, the estimated cost of which is approximately $40,000 plus reimbursement of certain additional out of pocket expenses. We will ask banks, brokerage houses, fiduciaries and custodians holding shares of Common Stock in their names for others to send proxy materials to and obtain proxies from the beneficial owners of such shares, and we will reimburse them for their reasonable expenses in doing so. We and our directors, officers and regular employees may

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solicit proxies by mail, personally, by telephone or by other appropriate means. No additional compensation will be paid to directors, officers or other regular employees for such services.

Rights of Stockholders Who Seek Appraisal

LiveRamp stockholders are entitled to appraisal rights under the DGCL in connection with the Merger, provided that such stockholders comply with the requirements of Section 262 of the DGCL. If the Merger is completed, any LiveRamp stockholder who does not vote in favor of the Merger Agreement Proposal and who otherwise complies with the requirements of Section 262 of the DGCL has the right to seek appraisal of such person’s shares of Common Stock and to receive payment in cash for the “fair value” of such person’s shares of Common Stock, as determined by the Delaware Court of Chancery, to be paid upon the amount determined to be “fair value”, in lieu of the amount of the Merger Consideration for each share you would have received pursuant to the Merger Agreement. The ultimate amount you may receive in an appraisal proceeding may be less than, equal to or more than the amount you would have otherwise received under the Merger Agreement if you do not seek appraisal of your shares of Common Stock.

To exercise your appraisal rights with respect to your shares of Common Stock, you must, among other things, deliver a written demand for appraisal to LiveRamp before the vote is taken on the Merger Agreement Proposal, you must not vote (either via the virtual meeting website at the Special Meeting or by proxy) in favor of the Merger Agreement Proposal with respect to such shares of Common Stock, and you must continue to hold such shares of Common Stock from the date of making the demand for appraisal through the Effective Time. As such, merely voting against, abstaining or failing to vote on the Merger Agreement Proposal will not by itself preserve your right to appraisal under the DGCL. If you fail to follow exactly the procedures set forth in Section 262 of the DGCL, you will lose your appraisal rights. The requirements for exercising appraisal rights are further described in the section entitled “Appraisal Rights”. In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. We encourage you to read these provisions carefully and in their entirety. If you hold your shares of Common Stock through a bank, broker or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures. In view of the complexity of the DGCL, LiveRamp stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly. The discussion of appraisal rights in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by the full text of Section 262 of the DGCL, accessible without subscription or costs at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Adjournment

Although it is not currently expected, the Special Meeting may be adjourned or postponed. LiveRamp’s Bylaws provide that stockholders entitled to vote at such meeting, present virtually via the internet or represented by proxy, will have the power to adjourn the meeting to another place (if any), date and time, although the Merger Agreement includes certain limitations on LiveRamp’s ability to postpone or adjourn the Special Meeting.

If the Special Meeting is adjourned to another time or place, we are not required to give notice of the time and place (if any) of the adjourned meeting and the means of remote communications, unless the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Other Matters

Pursuant to the DGCL and our Bylaws, only such business as has been properly brought before the Special Meeting by or at the direction of the Board may be conducted at the Special Meeting.

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Householding of Special Meeting Materials

We are sending only one set of the proxy materials to “street name” stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding”, is permitted by the SEC rules and designed to reduce our printing and postage costs.

However, if you are residing at such an address and wish to receive a separate set of proxy materials, you may request them by calling our Corporate Secretary at (888) 987-6764, or by submitting a request in writing to our Corporate Secretary, c/o LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201, and we will promptly deliver a separate set of the proxy materials to you. If you are receiving multiple copies of our proxy statement, you can request householding by contacting the Corporate Secretary in the same manner described above.

Voting Results

LiveRamp intends to announce preliminary voting results at the Special Meeting and to publish final results in a Current Report on Form 8-K that will be filed with the SEC following the Special Meeting. All reports that LiveRamp files with the SEC are publicly available.

Exchanging Shares of Common Stock

You should not return any stock certificate or send documents evidencing ownership of Common Stock with the proxy card. If the Merger is completed, the paying agent for the Merger will send you a letter of transmittal and instructions for exchanging your shares of Common Stock for the Merger Consideration.

Questions and Additional Information

If you have questions about the Merger or the other matters to be voted on at the Special Meeting or desire additional copies of this proxy statement or additional proxy cards or otherwise need assistance voting, you should contact our proxy solicitor, Innisfree, at (877) 750-0625 (toll-free) or (212) 750-5833 (banks and brokers). A copy of this proxy statement is also available without charge upon written request to Corporate Secretary, c/o LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201.

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The discussion of the Merger Agreement and the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement.

Pursuant to the terms of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into LiveRamp, with LiveRamp surviving the Merger as a subsidiary of Parent.

Parties to the Merger

LiveRamp

LiveRamp is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp’s data collaboration network seamlessly unites data across advertisers, ad tech platforms, publishers, data providers, and commerce media networks, unlocking insights that deliver transformational consumer experiences, and drive measurable business outcomes. As consumers embrace AI-powered experiences, the LiveRamp data collaboration network expands the breadth and accuracy of the data on which marketing AI capabilities operate. Our platform is engineered for AI agent accessibility, facilitating autonomous data collaboration between the specialized AI agents utilized by our customers and partners and our networked platform. Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while accelerating business growth.

LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our common stock is listed on NYSE under the symbol “RAMP.” We serve a global customer base from locations in the United States, Europe, and the APAC region. Our direct customer list includes many of the world’s best-known and most innovative brands across most major industry verticals, including but not limited to financial, insurance and investment services, information systems, direct marketing, retail, automotive, telecommunications, technology, consumer packaged goods, media, healthcare, travel and hospitality, entertainment and non-profit. We serve thousands of additional companies through our expansive partner ecosystem, unlocking access to unique customer moments and creating powerful network effects. LiveRamp’s principal place of business is 225 Bush Street, Seventeenth Floor, San Francisco, CA 94104, and its telephone number is (888) 987-6764.

Publicis

Publicis [Euronext Paris FR0000130577, CAC 40] is a global leader in communication. Publicis is positioned at every step of the value chain, from consulting to execution, combining marketing transformation and digital business transformation. Publicis is a privileged partner in its clients’ transformation to enhance personalization at scale. Publicis relies on ten expertise concentrated within four main activities: Communication, Media, Data and Technology. Through a unified and fluid organization, its clients have a facilitated access to all its expertise in every market. Present in over 100 countries, Publicis employs around 114,000 professionals. Publicis’s principal place of business is Publicis Groupe S.A. 133, avenue des Champs-Élysées Paris, France 75008 and its telephone number is +33 (0) 1 44 43 70 00.

Parent

Parent is the parent of Merger Sub and a wholly owned subsidiary of Publicis. Parent’s principal place of business is 375 Hudson Street, New York, NY 10014 and its telephone number is (212) 279-5550.

Merger Sub

Merger Sub is a wholly owned direct subsidiary of Parent and has not engaged in any business or operations or incurred any liabilities or obligations, except for those activities incidental to its formation and the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will be merged with and into LiveRamp and will cease to exist, with LiveRamp surviving the Merger as a wholly owned subsidiary of Parent. Merger Sub’s principal executive offices are maintained at 375 Hudson Street, New York, NY 10014 and its telephone number is (212) 279-5550.

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   30

Effects of the Merger

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, LiveRamp will be acquired by Parent, a wholly owned direct subsidiary of Publicis. The acquisition will be completed by merging Merger Sub, a wholly owned direct subsidiary of Parent, with and into LiveRamp with LiveRamp surviving the Merger to become a direct wholly owned subsidiary of Parent. As a result of the Merger, Common Stock will no longer be publicly traded and will be delisted from the NYSE. In addition, Common Stock will be deregistered under the Exchange Act, and LiveRamp will no longer be required to file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Company.

Merger Consideration for Common Stock

On the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock issued and outstanding at the Effective Time (other than (i) Common Stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the DGCL, (ii) Common Stock owned or held in treasury by LiveRamp, Parent or Merger Sub and (iii) Common Stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or LiveRamp), will be converted into the right to receive $38.50 in cash, without interest.

In addition, the Merger Agreement provides for the following treatment of LiveRamp’s equity awards at the Effective Time:

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LiveRamp Options. Each LiveRamp Option will be converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the applicable exercise price per share of such LiveRamp Option multiplied by (ii) the number of shares of Common Stock subject to such LiveRamp Option immediately prior to the Effective Time. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

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LiveRamp Restricted Stock Awards. Each LiveRamp Restricted Stock Award will be converted into a restricted cash award in an amount equal to (i) the number of shares of Common Stock subject to such LiveRamp Restricted Stock Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

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LiveRamp RSU Awards and LiveRamp PSU Awards.   Each LiveRamp RSU Award and each LiveRamp PSU Award will be converted into a restricted cash award in an amount equal to (i) the number of shares of Common Stock subject to such LiveRamp RSU Award or LiveRamp PSU Award (determined based on (x) in the case of LiveRamp PSU Awards granted on or prior to December 31, 2025, that are subject to “Rule of 40” performance conditions, 128% of the target level of performance (in the case of fiscal year 2025 grants) and 139% of the target level of performance (in the case of fiscal year 2026 grants), (y) in the case of all other LiveRamp PSU Awards granted on or prior to December 31, 2025, actual performance for completed performance periods and the greater of the target level and the actual level of performance through the Effective Time for incomplete performance periods and (z) in the case of LiveRamp PSU Awards granted after December 31, 2025, the target level of performance) immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time, except that the performance-based vesting conditions applicable to LiveRamp PSU Awards will cease to apply, and the awards will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

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Effects on LiveRamp if the Merger Is Not Completed

If the Merger Agreement is not approved by LiveRamp stockholders or if the Merger is not completed for any other reason, LiveRamp stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, LiveRamp will remain an independent public company, shares of Common Stock will continue to be listed and traded on the NYSE and be registered under the Exchange Act, and LiveRamp will continue to file periodic

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reports with the SEC. In addition, if the Merger is not completed, LiveRamp expects that management will, for the foreseeable future, operate LiveRamp’s business in a manner similar to that in which it is being operated today and that LiveRamp stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the competitive industry in which LiveRamp operates and adverse economic conditions. See the section entitled “Risk Factors” in LiveRamp’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which is incorporated by reference into this proxy statement.

Furthermore, if the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, it is possible that the price of Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Common Stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Common Stock. If the Merger is not completed, the Board will continue to evaluate and review LiveRamp’s business operations, properties and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not approved by LiveRamp stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to LiveRamp will be offered, or that LiveRamp’s business, prospects or results of operation will not be adversely impacted.

In addition, if the Merger Agreement is terminated, under specified circumstances, LiveRamp may be required to pay Parent a termination fee in an amount equal to $32,350,000. See the section entitled “The Merger Agreement — Effect of Termination — Termination Fee” for a discussion of the circumstances under which such termination fee may be required to be paid.

Background of the Merger

The Board and LiveRamp’s management regularly meet and consider LiveRamp’s long-term strategy, competitive position, opportunities and prospects in light of current business, regulatory and economic environments and developments in industries in which LiveRamp operates and the opportunities and challenges facing participants in those industries. As part of their regular review, the Board and LiveRamp’s management continually assess LiveRamp’s business and opportunities to enhance stockholder value, including prospective strategic opportunities.

In addition, LiveRamp’s management regularly meets with representatives of other companies to discuss potential commercial and strategic opportunities to enhance stockholder value. When engaging with other companies, LiveRamp generally looks for commercial partnerships and collaboration opportunities but occasionally such discussions also cover potential strategic business combination transactions.

LiveRamp’s management team also regularly consults with investment banks regarding developments in LiveRamp’s industry, including the business and strategic plans of other participants in LiveRamp’s industry, strategic transactions occurring in LiveRamp’s industry and potential strategic transactions that could occur in LiveRamp’s industry.

In late 2024, a representative of an investment bank introduced David Eisenberg, LiveRamp’s Chief Strategy Officer, to representatives of a large financial services company, which we refer to as “Party A”. Between December 2024 and February 2025, representatives of LiveRamp met several times with Party A to discuss potential commercial and strategic collaboration opportunities. These discussions occasionally covered a potential acquisition of LiveRamp but Party A never made a proposal to acquire LiveRamp.

In January 2025, Mr. Eisenberg also met with representatives of Publicis, one of LiveRamp’s long-standing customers, to discuss potential ways to expand their commercial collaborations including the first mention of a strategic business combination. In March 2025, Scott Howe, LiveRamp’s Chief Executive Officer, met Arthur Sadoun, Publicis’s Chairman and Chief Executive Officer, to further discuss potential business collaborations. During this conversation, Messrs. Howe and Sadoun also generally discussed the possibility of Publicis acquiring LiveRamp but Publicis did not make any specific proposals at that time.

In March 2025, a large software company, which we refer to as “Party B,” contacted Mr. Eisenberg to raise the possibility of acquiring LiveRamp. Shortly thereafter, LiveRamp and Party B entered into a confidentiality agreement (which did not include a so-called “don’t ask, don’t waive” provision) to facilitate these discussions. Representatives

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of LiveRamp met with representatives of Party B in April 2025 to discuss the strategic merits of a potential transaction but Party B subsequently informed LiveRamp in June 2025 that it was not interested in pursuing an acquisition of LiveRamp.

In May 2025, Mr. Howe had discussions with the chief executive officer of another large LiveRamp customer, which we refer to as “Party C,” during which they discussed the possibility of a strategic business combination of the two companies but no specific proposals were made.

On July 11, 2025, LiveRamp and Publicis entered into a confidentiality agreement (which did not include a so-called “don’t ask, don’t waive” provision) to facilitate further discussions regarding both expanded commercial collaborations and a potential acquisition of LiveRamp.

Also in July 2025, Party A re-engaged with LiveRamp to further discuss business collaboration opportunities. Representatives of LiveRamp and Party A held a working session to discuss business collaborations in August 2025, but discussions did not extend beyond potential commercial collaboration opportunities to include a potential acquisition of LiveRamp.

On August 12 and 13, 2025, the Board held a regularly scheduled meeting. Mr. Howe updated the Board on LiveRamp’s discussions with various commercial partners and informed the Board that Publicis had expressed some interest in exploring an acquisition of LiveRamp if the Board was receptive to a potential transaction. The Board discussed a potential sale of LiveRamp in light of LiveRamp’s ongoing strategic plans, opportunities and challenges, potential valuations of LiveRamp in light of market trading multiples of comparable companies and Wall Street analyst targets, and other parties that might have interest in acquiring LiveRamp. After discussing these matters, the Board deferred any decisions on whether to pursue a potential sale of LiveRamp pending receipt of an actual acquisition proposal from Publicis or another party.

In July and August 2025, an investment bank that had previously advised LiveRamp presented LiveRamp as a potential strategic acquisition opportunity to the Chief Executive Officer and representatives of a large technology company, which we refer to as “Party D.” In October 2025, Party D’s corporate development team contacted representatives of Evercore, given Evercore’s longstanding relationship with LiveRamp, to learn more about LiveRamp and also reached out to Mr. Eisenberg directly. In November 2025, Messrs. Howe and Eisenberg met with Party D to discuss potential commercial and strategic opportunities. Party D ultimately determined not to pursue acquisition discussions, electing instead to focus on expanding the existing commercial partnership between the companies.

In October and November 2025, representatives of LiveRamp and Publicis began to hold more regular and detailed discussions regarding a potential acquisition of LiveRamp and the strategic merits of a potential acquisition of LiveRamp by Publicis; however, no specific proposals were made.

On December 2, 2025, LiveRamp contacted representatives of Evercore to request Evercore’s assistance in connection with LiveRamp’s potential receipt of an acquisition proposal from Publicis and LiveRamp’s evaluation of its other strategic alternatives, including remaining independent or pursuing strategic transactions with other parties. At this stage, Evercore had not yet been formally engaged but had been informally asked to provide advice to LiveRamp and the Board, given its established relationships with LiveRamp’s management and the Board, its deep domain expertise in LiveRamp and the ecosystem in which it operates, and its prior experience advising on multiple transactions with Publicis.

On December 3, 2025, Mr. Howe received a preliminary, non-binding indication of interest from Publicis (the “First Publicis Proposal”) in which Publicis proposed to acquire LiveRamp in an all-cash transaction at a price of  $37.50 per share. On December 3, 2025, the closing price of Common Stock was $29.19 per share. During a phone call between Mr. Howe and Mr. Penski on December 4, 2025, Mr. Penski indicated that Publicis might be willing to improve its offer price after discussion and further due diligence on LiveRamp’s business and financial forecasts.

On December 4, 2025, the Board met, together with members of senior management, representatives of Evercore and a representative of Sullivan & Cromwell (“S&C”), to discuss the First Publicis Proposal. Mr. Howe described LiveRamp’s prior discussions with Publicis about their commercial collaborations and Publicis’s renewed interest in acquiring LiveRamp. Representatives of Evercore then discussed with the Board the First Publicis Proposal in light of market trading multiples of certain other companies and Wall Street analyst targets for LiveRamp’s stock price and other third parties that might have interest in acquiring LiveRamp or engaging in a strategic transaction with LiveRamp. The Board then discussed a potential sale of LiveRamp in light of its strategic plans, opportunities and

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challenges. After discussing the foregoing, the Board instructed management to inform Publicis that the Board had determined that the proposed price reflected in the First Publicis Proposal was inadequate but authorized management to inform Publicis that LiveRamp was open to a potential acquisition by Publicis at a higher price and was prepared to share certain confidential information to support a higher offer price. The Board also authorized management and representatives of Evercore to contact other third parties to gauge their interest in a potential acquisition of LiveRamp, or a strategic transaction with LiveRamp, selecting such third parties based on their existing commercial relationship with LiveRamp or the perceived strategic rationale of a business combination or other strategic transaction with LiveRamp. The Board did not otherwise make any determinations regarding whether to enter into a sale or other strategic transaction with Publicis or any other party at this time.

Between December 5 – 8, 2025, LiveRamp management and representatives of Evercore developed plans to contact the foregoing third parties, and Mr. Eisenberg and representatives of Evercore began contacting these parties shortly thereafter, including Party C.

Also at this time, LiveRamp management conveyed the Board’s position to Publicis and indicated that Publicis’s offer would need to be more compelling in terms of purchase price to interest the Board. LiveRamp invited Publicis to clarify what due diligence information Publicis would like to receive from LiveRamp in connection with Publicis’s evaluation of a potential acquisition of LiveRamp. Shortly thereafter, Publicis shared preliminary due diligence requests with LiveRamp, which included a request to review LiveRamp’s long range financial plans.

On December 9, 2025, representatives of Evercore reviewed LiveRamp’s fiscal year 2027 long-range financial plan (“LRP”) with LiveRamp management, which had been prepared by LiveRamp management in the ordinary course of business as a part of its annual strategic planning process. At the direction of the Board, representatives of Evercore then shared the LRP with Publicis and Bank of America, Publicis’s financial advisor in connection with the potential transaction (“BofA”). A summary of the LRP is available under the section entitled “The Merger Agreement — Certain Unaudited Financial Information.”

During the remainder of December 2025, at the direction of the Board, LiveRamp management and representatives of Evercore approached eleven third parties to gauge their interest in exploring an acquisition or other strategic transaction with LiveRamp, including Parties A, B, C and D. Eight of these parties declined to engage in discussions regarding a potential transaction with LiveRamp.

On December 12, 2025, LiveRamp received a revised preliminary, non-binding indication of interest from Publicis in which Publicis proposed to acquire LiveRamp in an all-cash transaction at $40.00 per share (the “Second Publicis Proposal”). On December 12, 2025, the closing price of Common Stock was $30.21 per share.

From December 12 to December 17, 2025, LiveRamp negotiated and entered into confidentiality agreements with the three third parties that had expressed preliminary interest in discussing a potential transaction with LiveRamp. All of these confidentiality agreements contained customary “standstill” provisions but did not include so-called “don’t ask, don’t waive” provisions.

On December 16, 2025, representatives of LiveRamp met with representatives of a global marketing company, which we refer to as “Party E” to discuss the strategic merits of combining their businesses. Following this meeting, representatives of Party E indicated to representatives of Evercore that it intended to submit an indication of interest to acquire LiveRamp on December 23 or December 24, 2025, but that it would be hard to get conviction internally following two acquisitions that Party E had completed in the preceding two years.

On December 17, 2025, the Board met, together with members of senior management, representatives of Evercore and a representative of S&C, to discuss the Second Publicis Proposal and the status of LiveRamp’s outreach to other third parties. Mr. Howe described his conversations with Publicis on December 4, 2025, that the Board had determined that the proposed price reflected in the First Publicis Proposal was inadequate but that LiveRamp remained open to a potential acquisition by Publicis at a higher price and was prepared to continue a due diligence process in order to help Publicis identify additional areas of value that might justify an improved offer price. Mr. Howe and Mr. Eisenberg also described their initial outreach conversations with other third parties as well as the meeting with Party E on December 16, 2025. Representatives of Evercore then reviewed with the Board the Second Publicis Proposal, as compared to LiveRamp’s current trading price. Members of the Board discussed various topics, including negotiations with Publicis and general understandings of process for an acquisition proposal, the future share price performance and Publicis’s rationale for a potential acquisition of LiveRamp, as well as the status and likely outcome of ongoing discussions with other parties. The Board decided that discussions should continue with Publicis and third

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parties that had expressed interest in a potential transaction with LiveRamp, but the Board did not reach a conclusion on whether LiveRamp should accept the Second Publicis Proposal.

At this meeting, Mr. Howe suggested forming an ad hoc “strategic committee” of the Board in the interest of efficiency that could convene quickly when necessary to make quick decisions regarding logistical matters relating to a potential transaction with Publicis or other third parties before presenting final decisions to the Board. The Board then determined to create such a strategic committee and designated Clark Kokich, Chair of the Board, Vivian Chow, the Chair of the Audit/Finance Committee and Timothy Cadogan, Chair of the Talent and Compensation Committee as members of the strategic committee. The strategic committee met periodically throughout December and January on an ad hoc basis to discuss the progress of a potential transaction.

At this meeting, the Board also approved (i) the recommendation that Evercore should be retained as financial advisor to LiveRamp in connection with a potential transaction, based on Evercore’s knowledge of LiveRamp and the ecosystem in which LiveRamp operates and Evercore’s high level of competence and (ii) the recommendation that S&C should be retained as outside legal advisor in connection with a potential transaction based on its M&A experience and expertise as well as the experience of its senior lead representing LiveRamp in multiple transactions and companies where members of management served on corporate boards. On December 18, 2025, LiveRamp formally engaged S&C as its outside legal advisor in connection with a potential transaction and on December 19, 2025, LiveRamp formally engaged Evercore as its financial advisor in connection with a potential transaction.

From December 18 to December 23, 2025, LiveRamp management and its advisors met with Publicis and its advisors several times to discuss various business, financial, technical, legal and other issues related to a potential transaction. Also during this period, LiveRamp received an initial draft merger agreement from Publicis and its outside legal advisor, Wachtell, Lipton, Rosen & Katz on December 23, 2025. Later that day, LiveRamp and S&C uploaded an independent initial draft merger agreement to a virtual data room. The parties thereafter began negotiating the terms of the merger agreement.

During this period, LiveRamp management met with representatives of Party F and Party G, each large technology companies, to discuss the strategic merits of a potential transaction.

On December 23, 2025, Mr. Howe provided an update to the Board in which he summarized LiveRamp’s latest meetings with Publicis and the progress of discussions regarding the terms of a potential transaction. Mr. Howe noted that Publicis remained interested in a transaction but was unlikely to improve its offer price above the $40 per share reflected in the Second Publicis Proposal. Mr. Howe also indicated that Party F and Party G were unlikely to make acquisition proposals for LiveRamp based on his discussions with their representatives which he summarized for the Board.

On December 24, 2025, LiveRamp received a preliminary, non-binding indication of interest from Party E in which Party E proposed to acquire LiveRamp in an all-cash transaction at $40.00 per share (the “Party E Proposal”).

On December 26, 2025, representatives of LiveRamp and representatives of Evercore met with representatives of Party F to discuss the potential synergies that could be achieved in a transaction with LiveRamp.

Also on December 26, 2025, the strategic committee held a meeting, at which other Board members, members of management, representatives of Evercore and a representative of S&C were present, to discuss the status of discussions regarding a potential transaction. Management discussed the status of discussions with Publicis, noting that due diligence and negotiations were ongoing but that Publicis had signaled it was unlikely to improve its offer price above $40 per share. Management then discussed the Party E Proposal and the status of discussions with Party E, including the fact that Party E was less advanced in its evaluation of the potential transaction than Publicis and was likely to require significant time to confirm its proposed offer price (or improve it), conduct due diligence and negotiate transaction terms. Management also observed that Party E had closed two large acquisitions in the previous two years including a significant transaction in the preceding months, which might impact its ability and desire to focus on a potential transaction with LiveRamp at this time. Management then discussed the status of discussions with Party F, noting that while Party F continued to engage in transaction discussions and due diligence, Party F leadership recognized the strategic merits of a combination with LiveRamp but expressed concerns about the timing of revenue synergies and potential dissynergies. Management also noted that Party F had never completed an acquisition of the size of LiveRamp so it might have difficulty executing a transaction on a reasonable timeframe.

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Finally, management discussed the status of discussions with Party G, which appeared to be interested in a transaction with LiveRamp but had limitations on its ability to execute a transaction given its own ownership structure and financial limitations.

The Board discussed the foregoing and the competitive dynamics, including that discussions and negotiations with Publicis had proceeded to a point where a transaction could be finalized relatively soon while other interested parties (including Party E from whom LiveRamp had received an acquisition proposal) were meaningfully less advanced than Publicis. The Board discussed the accelerated diligence timing requests from Publicis and noted that while these requests did not, on an individual basis, represent superior value to LiveRamp, they could be beneficial to LiveRamp in negotiating with Publicis. The Board further discussed the importance of maintaining competitive tension, preserving optionality and continuing to evaluate proposals based on overall value to the LiveRamp stockholders. The Board confirmed that LiveRamp management and its advisors should continue to pursue engagement in a manner designed to maximize risk-adjusted stockholder value and to keep the Board informed of material developments, but that the Board had not made a decision on entering into a definitive agreement for a transaction or the amount of value that would be necessary to approve a transaction.

During the remainder of December 2025, representatives of LiveRamp and Publicis continued to negotiate the terms of the merger agreement and other related matters, while LiveRamp management continued discussions with Party E, Party F and Party G and the exchange of confidential information with Party E in response to its ongoing due diligence review of LiveRamp.

On December 29, 2025, Party G informed LiveRamp that it had determined not to pursue a transaction based on its own strategic priorities.

On January 2, 2026, the strategic committee held a meeting, at which other Board members, members of LiveRamp’s management and representatives of Evercore and S&C were present. Mr. Howe provided an overview of ongoing meetings and negotiations with Publicis. Mr. Howe also noted that Publicis indicated it would not increase its offer price for LiveRamp beyond what was reflected in the Second Publicis Proposal. Mr. Howe further noted that Publicis was focusing on the retention of key senior members of the LiveRamp management team (including Mr. Howe himself) and was seeking to negotiate employment arrangements with certain senior leaders and that issues related to the terms of such employment agreements would need to be resolved, along with other issues related to employee matters and treatment of equity awards.

Representatives of Evercore then provided a status report on discussions with Party E, noting that Party E had been informed that its proposal was competitive but undifferentiated and that the Board was focused on value, speed and certainty of a potential closing. Party E had also been informed that LiveRamp was moving quickly with another potential buyer and might be in a position to enter into a definitive agreement with another party relatively soon. Party E had been provided a draft merger agreement on December 23, 2025; however, Party E did not provide a mark-up of the draft merger agreement and its subsequent engagement with the transaction process was limited. Representatives of Evercore observed that Party E was still engaged but not proceeding at a pace that suggested real eagerness to pursue a competing transaction with LiveRamp. Representatives of Evercore noted that Party F remained interested in a potential transaction with LiveRamp and was still working internally on an evaluation of a business combination with LiveRamp but had also indicated that it was not presently in a position to pursue a potential transaction with LiveRamp in earnest.

In January 2026, several artificial intelligence (“AI”) companies launched new tools that were designed to build software and automate workflows through AI agents, triggering a market correction for shares of Software-as-a-Service (“SaaS”) companies. During this period, the average forward earnings multiple for software companies decreased from 39x to 21x within a few months.

In parallel to the acquisition discussions, LiveRamp and Publicis pursued discussions for an expanded commercial partnership, executing an expanded commercial agreement on December 12, 2025. On January 8, 2026, a representative of Publicis contacted Mr. Howe to inform him that Publicis had determined that it preferred to amend its commercial partnership with LiveRamp for the time being, rather than to pursue a potential acquisition of LiveRamp, noting the material open points related to retention, employee matters and treatment of equity awards, although both parties continued to progress discussions for a potential transaction. Also on January 8, 2026, Publicis and LiveRamp announced their commercial partnership to enhance their strategic collaborations.

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In early January 2026, Mr. Howe also met with the chief executive officer of Party F. The Party F chief executive officer appeared to agree on the strategic merits of a transaction with LiveRamp but also indicated that it would be difficult for Party F to support the synergies necessary to support a transaction. Thereafter, LiveRamp management and representatives of Evercore met with representatives of Party F to discuss the strategic merits of a potential acquisition of LiveRamp by Party F and potential synergies that could be achieved from such transaction.

On January 14, 2026, Mr. Howe informed the Board that he believed LiveRamp could still reach agreement on an acquisition of LiveRamp by Publicis but that employee retention, employee matters and treatment of equity awards remained open. Mr. Howe further explained that Party E was still evaluating a potential transaction with LiveRamp but had not taken steps to advance its initial acquisition proposal. Mr. Howe also noted that Party F believed in the strategic merits of a business combination with LiveRamp but was concerned about the synergy model and did not seem prepared to make an acquisition proposal for LiveRamp.

On January 15, 2026, Mr. Howe provided an update to the Board that Publicis and LiveRamp had come to an impasse regarding employment agreements and retention and Publicis had decided to pause its exploration of a potential acquisition of LiveRamp for the time being.

On January 16, 2026, the strategic committee held a meeting, at which other Board members and members of LiveRamp management were present, to discuss the status of discussions with Publicis, Party E and Party F. Mr. Howe indicated that he believed market negativity towards the technology sector over the last several weeks had become a significant headwind to a potential transaction with all of the parties. Mr. Howe noted, however, that Party E was still engaged with LiveRamp’s representatives and the parties were scheduling a meeting to work through certain strategic considerations and transaction synergies.

For the remainder of January 2026, LiveRamp management and representatives of Evercore continued to have limited discussions about a potential transaction with Party E. Throughout this period, however, stock prices of companies in the SaaS industry continued to significantly and systemically decline, and Party E indicated that it was not prepared to pursue a potential acquisition of LiveRamp at that time, citing the changing market environment, as well as its inability to move quickly while focused on delivering and realizing synergies from and integrating its prior acquisition.

On February 8, 2026, Mr. Howe met with representatives of Publicis. They continued to agree that while a business combination had strategic merit, it was unlikely to happen at such time given factors including the systemic changes in software company trading prices and continued lack of agreement between the parties on price and employee retention topics. Both parties agreed that the focus of a relationship had shifted from a strategic context to a commercial context and determined to keep in contact and collaborate on any potential commercial opportunities that might arise in the future. Publicis and LiveRamp remained in touch for the next several months, due to their ongoing commercial partnership.

At the February 10, 2026 Board meeting, the Board was informed of Publicis’s shift from a potential strategic partner to a commercial partner. The Board, taking note of this information, authorized an increase and extension of LiveRamp’s share repurchase plan.

From February through April 2026, representatives of LiveRamp met on several occasions with representatives of Party A, Party C, Party D and Party E to discuss commercial collaboration opportunities but none of these discussions led to any discussion of a business combination.

In late March 2026, representatives of Publicis indicated to Mr. Howe that Publicis might be interested in re-engaging in discussions regarding a potential transaction between Publicis and LiveRamp, and requested an overview of LiveRamp’s recent financial results and its financial projections for 2026 and 2027. On April 3 and April 13, 2026, representatives of BofA contacted representatives of Evercore to provide more recent share count and net debt figures from LiveRamp. On April 13, 2026, Mr. Eisenberg discussed with representatives of Publicis the logistics of providing such updated information. LiveRamp provided Publicis with a summary of its financial results and projections for 2026 and 2027, which were in line with the information shared with Publicis in December 2025 despite the drop in stock prices in the SaaS industry.

On April 20, 2026, LiveRamp received a new preliminary, non-binding indication of interest from Publicis in which Publicis proposed to acquire LiveRamp for $37.00 – $38.00 per share in cash (the “Third Publicis Proposal”). On April 20, 2026, the closing price of Common Stock was $29.46 per share. The Third Publicis Proposal indicated that the offer was subject to reaching an agreement on the purchase price and the amount and terms and conditions of

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LiveRamp’s May 2026 equity award to LiveRamp employees. The Third Publicis Proposal also included a request for an exclusive negotiation period to enable Publicis to complete its due diligence review of LiveRamp and to enable both parties to complete their negotiation of the merger agreement and the terms of employee retention.

On April 24, 2026, the Board met, together with representatives of Evercore, to discuss the market conditions as context for evaluating the Third Publicis Proposal. The Board noted that LiveRamp’s stock was trading at an approximately 20% discount to its 52-week high and Publicis’s $37.00 – $38.00 per share price in the Third Publicis Proposal would be a 26 – 30% premium to LiveRamp’s current trading price and a 37 – 41% premium to the 30-day volume-weighted average price (“VWAP”) of LiveRamp’s trading price. The Board discussed with management and its advisors the Third Publicis Proposal in comparison to LiveRamp’s stand-alone valuation. The Board also considered the Third Publicis Proposal in the context of a challenging and uncertain stock market environment. The Board and management then discussed the merits of re-engaging with Publicis in light of the reduced price in the Third Publicis Proposal relative to the Second Publicis Proposal from December 2025, the macro-trading environment for software company stock prices, and LiveRamp’s business performance, prospects and financial outlook. The Board did not make any final determinations regarding the Third Publicis Proposal at this time but instructed Mr. Howe to seek a specific offer price from Publicis rather than a range and to press Publicis to improve its offer price given LiveRamp’s financial performance and business outlook. Following the Board meeting, Mr. Howe conveyed the Board’s sentiments to Publicis.

On April 24, 2026, representatives of Publicis spoke with Mr. Howe and orally revised Publicis’s offer price for LiveRamp to $38.50 per share, advised that this was Publicis’s “best and final” offer and reiterated Publicis’s request for a period of exclusivity. Mr. Howe then consulted with the Board and received authorization to engage with Publicis on the basis of its revised offer price.

On April 26, 2026, in order to clarify and memorialize in writing the terms upon which LiveRamp was willing to re-engage with Publicis, LiveRamp sent Publicis a written response to its revised oral proposal reflecting the revised offer price of  $38.50 per share and accepting an exclusivity period through May 12, 2026, during which LiveRamp agreed not to solicit, initiate, participate or encourage discussions or negotiations on the submission of bids, offers or proposals by any person other than Publicis, not to disclose any information concerning LiveRamp or this proposal or afford access to LiveRamp’s books and records to any person or entity other than Publicis, and not to enter into any agreement with respect to a strategic transaction (“April LiveRamp Response”). Publicis countersigned the April LiveRamp Response on April 30, 2026 and representatives of Publicis and LiveRamp shared due diligence information and negotiation of the terms of transaction documentation.

On May 8, 2026, the Board met, together with management and representatives of Evercore and S&C, to discuss the status of negotiations with Publicis and general market dynamics. Representatives of Evercore indicated that the public market had recovered some of its year-to-date losses but artificial intelligence disruption was still present with investor sentiment bifurcating winners and those with terminal risk. Management then discussed the status of ongoing discussions with Publicis, including related to employee retention arrangements. The Board offered feedback on these matters, emphasizing its desire to ensure Publicis’s commitment to obtain the required regulatory clearances necessary to complete the transaction and its desire to ensure the Board would have a clear and unimpeded opportunity to receive, consider and ultimately accept competing acquisition proposals that offered better value and certainty for LiveRamp’s stockholders.

From May 8 to May 16, 2026, Publicis finalized its due diligence review of LiveRamp and representatives of Publicis and LiveRamp completed negotiation of the terms of the merger agreement and other transaction documentation.

The Board met for its regularly scheduled quarterly meeting on May 12 and 13, 2026, with members of LiveRamp management, representatives of Evercore and a representative of S&C in attendance. Representatives of Evercore presented a preliminary financial analysis of the merger consideration to be received by holders of Common Stock (other than the Fairness Opinion Excluded Shares) in the Merger pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders and a representative of S&C provided an update on the proposed terms of the merger agreement and other transaction documentation. LiveRamp’s management also presented on the risks facing LiveRamp, including an evolving legal and regulatory environment, changes to privacy regulation and disruptions to the technology industry stemming from developments in AI technology. Given that the exclusivity period contemplated by the April LiveRamp Response had expired, the Board then discussed whether to contact other third parties, particularly those with whom LiveRamp had been in contact during the previous six months, to gauge their interest in exploring a transaction with LiveRamp. The Board discussed the potential benefits of making this outreach, including

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   38

the possibility of attracting a superior transaction proposal from one or more of these parties, and the risks of making this outreach at this late stage of negotiations with Publicis, including the possibility that Publicis would withdraw its transaction proposal altogether given the parties were near finalizing the terms of the transaction documentation. After discussion, which included a discussion of the information presented by Evercore, S&C and LiveRamp management, the Board determined not to make any outbound calls at this time. On this basis, the Board instructed S&C to ensure the merger agreement did not impose unreasonable impediments to the Board’s right to receive, consider and ultimately accept any such superior transaction proposals that LiveRamp might receive.

On May 15, 2026, the Board held a meeting with representatives of LiveRamp’s management, Evercore and S&C in attendance. Representatives of S&C reviewed with the Board updates to key terms of the proposed final merger agreement with Publicis. Representatives of Evercore then reviewed with the Board Evercore’s financial analysis of the proposed transaction and noted that such financial analysis was generally consistent with the preliminary financial analysis discussed with the Board on May 12 and 13, 2026. The Board discussed Evercore’s financial analysis and assumptions underlying such analysis. The Board then discussed certain key assumptions made by LiveRamp’s management in the LRP, as well as LiveRamp’s ability to achieve the estimates in the LRP and risks pertinent to such achievement. Representatives of Evercore then delivered to the Board its opinion, which was subsequently confirmed by delivery of a written opinion dated May 16, 2026, to the effect that, as of such date and based upon and subject to the assumptions, limitations, qualifications and conditions described therein, the Merger Consideration to be received by holders of Common Stock (other than Fairness Opinion Excluded Shares) in the Merger pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders. For a detailed discussion of Evercore’s opinion, please see below under the caption “The Merger Agreement — Opinion of Evercore Group L.L.C.”. Following further discussion, the Board on May 15, 2026, taking note that the strategic committee had notified the Board that it unanimously recommended that the Board adopt, approve and declare advisable the Merger Agreement and the Transactions, unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of LiveRamp and its stockholders, (ii) determined that it is in the best interests of LiveRamp and its stockholders and declared it advisable to enter into the Merger Agreement, (iii) approved the execution and delivery of the Merger Agreement by LiveRamp, the performance by LiveRamp of its covenants and agreements contained therein and the consummation of the Merger and other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein and (iv) resolved to recommend that LiveRamp stockholders approve the transactions, including the Merger and adopt the Merger Agreement.

Prior to such time, the boards of directors of Parent and Merger Sub, as well as of Publicis (in its capacity as guarantor to Parent pursuant to Section 10.14 of the Merger Agreement) unanimously approved the entry by such parties into the Merger Agreement and the boards of directors of Parent and Merger Sub determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable and fair to, and in the best interests of, Parent and Merger Sub and their respective stockholders.

The Merger Agreement was executed on May 16, 2026. Concurrently with the execution of the Merger Agreement, Mr. Howe entered into an employment agreement with Publicis, that will become effective upon the Closing.

On May 17, 2026, LiveRamp and Publicis issued a joint press release announcing the execution of the Merger Agreement.

Recommendation of the Board

After careful consideration, at a meeting held on May 15, 2026, the Board, by unanimous approval of all directors, (i) determined that the terms of the Merger Agreement and the Transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the Merger Agreement, (iii) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the Merger and the other Transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein and (iv) resolved to recommend that LiveRamp stockholders adopt the Merger Agreement and approve the Transactions contemplated thereby, including the Merger.

Our stockholders must approve the Merger Agreement Proposal in order for the Merger to occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

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The vote on the Merger Compensation Proposal is a vote separate and apart from the vote on the Merger Agreement Proposal. Accordingly, a stockholder may vote to approve the Merger Agreement Proposal and vote not to approve the Merger Compensation Proposal, and vice versa. Because the vote on the Merger Compensation Proposal is advisory in nature only, it will not be binding on LiveRamp, Publicis, Parent or Merger Sub. Accordingly, if the Merger Agreement is adopted by LiveRamp stockholders and the Merger is completed, the Merger-related compensation may be paid to LiveRamp’s named executive officers to the extent payable in accordance with the terms of their respective compensation agreements and arrangements even if our stockholders do not approve the Merger Compensation Proposal.

The Board unanimously recommends that the LiveRamp stockholders vote “FOR” the above proposals.

In evaluating the Merger Agreement and the Transactions contemplated thereby, including the Merger, the Board consulted with LiveRamp’s management, its outside legal counsel and its financial advisors, and considered a number of factors, including the following non-exhaustive list of material reasons (which are not listed in order of relative importance) that the Board believes support its unanimous determination and recommendation:

•

the assessment of the Board, based on industry experience and a deep understanding of LiveRamp and its competitors’ businesses, of the operating environment and LiveRamp’s standalone prospects and the opportunities, risks and challenges presented thereby, as well as an assessment of other strategic alternatives available to LiveRamp for enhancing value over the long term, including the accelerating pace of technological change in the industry, ongoing macroeconomic conditions and the Board’s belief, based upon such assessment, that the proposed Merger offered greater benefits, with reduced risks, as compared to the value that could reasonably be expected to be obtained from LiveRamp’s standalone plan and other alternatives available to LiveRamp;

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•

the likelihood of realizing a compelling, near-term and certain value of  $38.50 per share in cash pursuant to the Merger as compared to the uncertain prospect that the market price of Common Stock would reach $38.50 in the foreseeable future, if ever, due to business, macroeconomic and industry-wide trends, competition in the markets for LiveRamp’s product offerings and LiveRamp’s ability to achieve the financial targets in the long-range financial plan as a standalone public company, which are based on numerous variables and assumptions that are inherently uncertain and subject to greater uncertainty with each successive year;

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•

recent and historical market prices for Common Stock, as compared to the per share Merger Consideration, including the fact that the Merger Consideration of  $38.50 per share represents a premium of approximately 30% over the closing price of  $29.66 per share of Common Stock on May 15, 2026, the last trading day prior to the execution of the Merger Agreement;

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•

the premium of the Merger Consideration generally being consistent and in line with premiums observed in other comparable transactions of which the Board was aware;

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•

the opinion of Evercore delivered at the meeting of the Board on May 15, 2026 and subsequently delivered in writing on May 16, 2026, to the effect that, as of the date and based upon and subject to the assumptions, limitations, qualifications, and conditions described therein, the Merger Consideration to be received by the holders of Common Stock (other than Excluded Shares) in the Merger pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders, as more fully described in the section titled “The Merger Agreement (Proposal 1) — Opinion of Evercore Group L.L.C.”;

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•

the terms of the Merger Agreement and the fact that the per share consideration is fixed, with no adjustment or merger consideration to be received by LiveRamp stockholders as a result of possible increases or decreases in the trading price of LiveRamp stock following the announcement of the Merger, which the Board believed was consistent with market practice for transactions of this type;

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•

the course and history of the vigorous negotiations between Parent and LiveRamp with respect to Merger Consideration and other terms of the Merger Agreement, including the Board’s belief, based on the history of negotiations and the interactions between the two companies’ senior executives and between their respective advisors, that these negotiations yielded Parent’s best offer, as described under “The Merger Agreement (Proposal 1) — Background of the Merger”;

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•

the fact that LiveRamp conducted during a period of less than eighteen (18) months the sale process resulting in the transaction with Parent, during which fourteen (14) prospective acquirors, including Publicis, were

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LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   40

contacted to gauge, or otherwise expressed, their interest in a potential acquisition of LiveRamp, in each case as described under “The Merger Agreement (Proposal 1) — Background of the Merger”;

•

the fact that the Board was able to negotiate an increase in Publicis’s offer price from $37.50 per share in cash pursuant to the initial Publicis indication of interest to $38.50 per share in cash;

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•

the anticipated likelihood and timing of the consummation of the Merger, including based upon the scope of the conditions to the consummation of the Merger (including the definition of  “material adverse effect”), the likelihood of obtaining required regulatory approvals, the remedies available to LiveRamp under the Merger Agreement in the event of breaches in certain circumstances by Parent, including specific performance and the availability of lost premium damages, Publicis’s business reputation, Publicis’s financial capacity to complete an acquisition of the size of the Merger and Publicis’s track record of successfully completing acquisitions of other businesses;

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•

the Board’s belief that the Termination Fee and other limitations applicable to, among other things, a change of recommendation and acquisition proposals agreed to in the Merger Agreement (as described in the section entitled “The Merger Agreement — No Solicitation; Change in Board Recommendation”) were reasonable and customary and would not preclude a serious and financially capable potential acquirer from submitting an unsolicited proposal to acquire LiveRamp following the announcement of the Merger Agreement or prohibit the Board or its representatives from engaging with any such potential acquiror in such a circumstance, subject to the applicable provisions of the Merger Agreement;

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•

the Board’s review of the structure of the Merger and the financial and other terms of the Merger Agreement, including, among others, the following terms of the Merger Agreement:

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◦

Publicis’s full and unconditional guarantee of Parent’s full and timely performance of all of the obligations of Parent under the Merger Agreement, including the payment obligations pursuant to the Merger Agreement, and the absence of a financing condition in the Merger Agreement;

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◦

the Outside Date, which will be automatically extended to August 16, 2027 if certain regulatory closing conditions remain the only conditions not satisfied or waived as of the Outside Date (other than conditions that by their nature are to be satisfied at the Closing);

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◦

the absence of a financing condition of any kind in the Merger Agreement; and

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◦

the customary nature of the representations, warranties and covenants of LiveRamp in the Merger Agreement and the limited ability of the parties to terminate the Merger Agreement;

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•

the fact that the Merger would be subject to the approval of LiveRamp’s stockholders;

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•

the absence of any approval for the Merger required from the Parent’s stockholders;

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•

LiveRamp’s stockholders’ ability to exercise their statutory appraisal rights under Section 262 of the DGCL and receive payment of the “fair value” of their shares of Common Stock in lieu of the Merger Consideration, subject to and in accordance with the DGCL, unless and until any such stockholder withdraws or loses such holder’s right to appraisal and payment under the DGCL; and

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•

the state of the U.S. and global economies, developments in the AI and SaaS industry, political uncertainty, and the current and potential impact in both the near term and long term on the digital marketing and advertising industries and LiveRamp of these trends and developments.

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In the course of its deliberations, the Board, in consultation with LiveRamp’s management team, its outside legal counsel and its financial advisors, also considered a variety of risks and other potentially negative factors relating to the Merger Agreement and the Merger, including the following factors (which are not listed in order of relative importance):

•

the fact that LiveRamp will no longer exist as a standalone public company and LiveRamp’s stockholders will forgo participation in any future increase in LiveRamp’s value that might result from our earnings or possible growth as a standalone public company, including as a result of any new products LiveRamp may develop or the realization of any proceeds from LiveRamp’s ongoing litigation matters;

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•

the covenants in the Merger Agreement that preclude LiveRamp from soliciting alternative acquisition proposals (although LiveRamp is able to provide certain information in response to unsolicited acquisition

​

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proposals, as described in the section entitled “The Merger Agreement — No Solicitation; Change in Board Recommendation”) and provide Parent with customary “matching” rights prior to LiveRamp terminating the Merger Agreement to accept a Superior Proposal;

•

the fact that LiveRamp would be obligated to pay the Termination Fee in cash under certain circumstances (as described in the section entitled “The Merger Agreement — Effect of Termination — Termination Fee”), including the potential impact of such Termination Fee on the willingness of other potential acquirors to propose alternative transactions, although the Board believed that the Termination Fee was reasonable and customary and would not preclude a serious and financially capable potential acquiror from submitting a proposal to acquire LiveRamp following the announcement of the Merger Agreement;

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•

the effect of the public announcement of the Merger Agreement on LiveRamp’s operations and employees, as well as LiveRamp’s ability to attract, hire and retain key personnel while the Merger is pending;

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•

the fact that Parent’s and Merger Sub’s obligations to consummate the Merger are subject to regulatory approvals and other conditions, and the possibility that such conditions may not be satisfied on a timely basis or at all, including as a result of events outside of LiveRamp’s control;

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•

the fact that, if the Merger is not consummated:

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◦

LiveRamp’s directors, officers and other employees will have expended extensive time and effort and will have experienced significant distractions from their work and day-to-day responsibilities during the pendency of the Merger, and LiveRamp will have incurred significant transaction costs attempting to consummate the Merger;

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◦

the market’s perception of LiveRamp’s continuing business could potentially result in a loss of customers, suppliers, business partners and employees; and

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◦

the trading price of Common Stock could be adversely affected;

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•

the fact that under the terms of the Merger Agreement, LiveRamp must refrain from a number of actions related to the conduct of its business without first obtaining Parent’s written consent (not to be unreasonably withheld, except for certain actions), and the possibility these terms may limit the ability of LiveRamp to pursue business opportunities that it would otherwise pursue, including potential acquisitions, investments, licenses and other strategic opportunities;

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•

the fact that certain of LiveRamp’s directors and executive officers may receive certain benefits that are different from, and in addition to, those of LiveRamp’s other stockholders, as described in the section entitled “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger”;

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•

the fact that LiveRamp has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed transaction, regardless of whether the Merger is consummated;

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•

the potential for litigation by stockholders in connection with the Merger, which, even where lacking in merit, could nonetheless result in distraction and expense; and

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•

the fact that receipt of the per share Merger Consideration generally would be taxable to LiveRamp’s stockholders that are U.S. holders for U.S. federal income tax purposes.

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The foregoing discussion of the information and reasons considered by the Board is not intended to be exhaustive, but includes the material reasons considered by the Board. In view of the variety of reasons considered in connection with its evaluation of the Merger Agreement, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different reasons. The Board did not undertake to make any specific determination as to whether any reason, or any particular aspect of any reason, supported or did not support its ultimate determination. The Board considered that the interests of LiveRamp’s directors and executive officers in the Merger may be different from, or in addition to, those of LiveRamp’s stockholders generally, as described under “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger”. The Board based its recommendation on the totality of the information presented. After considering these reasons, the Board concluded that the positive reasons related to the Merger Agreement and the Transactions contemplated thereby, including the Merger, substantially outweighed the potential negative reasons.

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   42

Portions of this explanation of the reasons for the Merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements”.

Opinion of Evercore Group L.L.C.

LiveRamp retained Evercore to act as its financial advisor in connection with the Merger. As part of this engagement, LiveRamp requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Common Stock (other than Fairness Opinion Excluded Shares) in the Merger pursuant to the Merger Agreement. At a meeting of the Board held on May 15, 2026, Evercore rendered to the Board its opinion, subsequently delivered in writing on May 16, 2026, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications, and conditions described therein, the Merger Consideration to be received by the holders of Common Stock (other than Fairness Opinion Excluded Shares) in the Merger pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated as of May 16, 2026, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. LiveRamp encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. Evercore’s opinion did not, and the summary of its opinion and the related analyses set forth in this proxy statement do not, constitute a recommendation to the Board or to any other persons in respect of the Merger, including as to how any holder of shares of the Common Stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to LiveRamp, or whether or not such other business or financial strategies could be achieved or are available, nor does it address the underlying business decision of LiveRamp to engage in the Merger.

In connection with rendering its opinion Evercore, among other things:

i.

reviewed certain publicly available business and financial information relating to LiveRamp that Evercore deemed to be relevant, including publicly available research analysts’ estimates and price targets;

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ii.

reviewed certain internal projected financial and operating data relating to LiveRamp prepared and furnished to Evercore by management of the LiveRamp, as approved for Evercore’s use by LiveRamp (which are referred to in this section as the “LiveRamp Projections” as more fully described in the section of this proxy statement entitled “The Merger Agreement (Proposal 1) — Certain Unaudited Financial Information”);

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iii.

discussed with management of LiveRamp their assessment of the past and current operations of LiveRamp, the current financial condition and prospects of LiveRamp, and the LiveRamp Projections (including management’s views on the risks and uncertainties of achieving the LiveRamp Projections);

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iv.

reviewed the reported prices and the historical trading activity of the Common Stock;

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v.

compared the financial performance of LiveRamp and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;

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vi.

compared the financial performance of LiveRamp and the valuation multiples relating to the Merger with the financial terms, to the extent publicly available, of certain other transactions that Evercore deemed relevant;

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vii.

reviewed the financial terms and conditions of a draft, dated May 12, 2026, of the Merger Agreement; and

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viii.

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

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For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of LiveRamp that they were not aware of any facts or circumstances

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that would make such information inaccurate or misleading. With respect to the LiveRamp Projections, Evercore assumed with the consent of the Board that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of LiveRamp as to the future financial performance of LiveRamp and the other matters covered thereby. Evercore expressed no view as to the LiveRamp Projections or the assumptions on which they are based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to Evercore’s analysis, that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any waiver, modification, or delay of any terms or conditions, including, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without waiver, modification or delay thereof. Evercore further assumed, in all respects material to Evercore’s analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on LiveRamp or the consummation of the Merger or reduce the contemplated benefits to the holders of Common Stock of the Merger. Evercore undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, or any settlements thereof, to which LiveRamp is or may be a party or is or may be subject, and Evercore’s opinion does not consider the potential effects of any such litigation, actions, claims, other contingent liabilities or settlements. In addition, Evercore relied, without independent verification, on the assessments of the management of LiveRamp as to (i) the validity of, and risks associated with, LiveRamp’s intellectual property, technology, products and services, and (ii) the marketability, commercial viability and market adoption of LiveRamp’s current and future products and services.

Evercore did not conduct a physical inspection of the properties or facilities of LiveRamp and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of LiveRamp, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of LiveRamp under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of its opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore did not, and does not, have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of the Common Stock (other than Fairness Opinion Excluded Shares), from a financial point of view, of the Merger Consideration. Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of LiveRamp, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of LiveRamp, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to LiveRamp, or whether or not such other business or financial strategies could be achieved or are available, nor did it address the underlying business decision of LiveRamp to engage in the Merger. Evercore’s opinion did not constitute a recommendation to the Board or to any other persons in respect of the Merger, including as to how any holder of shares of Common Stock should vote or act in respect of the Merger. Evercore did not express any opinion as to the prices at which shares of Common Stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on LiveRamp or the Merger or as to the impact of the Merger on the solvency or viability of LiveRamp or the ability of LiveRamp to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by LiveRamp and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Board on May 15, 2026 in connection with rendering its opinion. The following summary, however, does not purport to be a complete

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   44

description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before May 15, 2026, and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of LiveRamp. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analyses

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of LiveRamp to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined for purposes of this section of the proxy statement entitled “The Merger Agreement (Proposal 1) — Opinion of Evercore Group L.L.C.” as net operating profit after tax, plus depreciation and amortization, less capital expenditures, plus or minus changes in net working capital, that LiveRamp was forecasted to generate during the period from June 30, 2026 through December 31, 2030 based on the LiveRamp Projections. Evercore calculated terminal values for LiveRamp by applying perpetuity growth rates of 4% to 6%, which range was selected based on Evercore’s professional judgement and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that LiveRamp was forecasted to generate based on the LiveRamp Projections. The cash flows and terminal values in each case were then discounted to present value as of June 30, 2026 using discount rates ranging from 13% to 15%, which were based on an estimate of LiveRamp’s weighted average cost of capital, and the mid-year cash flow discounting convention.

Based on this range of implied enterprise values, LiveRamp’s estimated net debt (calculated as cash and cash equivalents and no debt) provided to Evercore on May 6, 2026, and the number of fully diluted shares of Common Stock, in each case as provided by LiveRamp’s management, this analysis indicated a range of implied equity values per share of Common Stock of  $33.83 to $49.38, compared to the Merger Consideration of  $38.50 per share of Common Stock.

Selected Public Company Trading Analysis

Evercore reviewed and compared certain financial information of LiveRamp to corresponding financial multiples and ratios for the following selected publicly traded companies (the “selected companies”):

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Programmatic Software Platforms:

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•

The Trade Desk, Inc.

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Magnite, Inc.

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Zeta Global Holdings Corp.

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DoubleVerify Holdings, Inc.

​

•

Taboola.com Ltd

​

45

•

Viant Technology Inc.

​

•

PubMatic, Inc.

​

•

Customer Experience SaaS:

​

•

Adobe Inc.

​

•

ZoomInfo Technologies Inc.

​

•

Braze, Inc.

​

•

Five9, Inc.

​

•

Sprout Social, Inc.

​

•

Data & Information Services:

​

•

Experian plc

​

•

Fair Isaac Corporation

​

•

Equifax Inc.

​

•

Gartner, Inc.

​

•

TransUnion

​

•

Definitive Healthcare Corp

​

For each of the selected companies, Evercore calculated enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of (i) estimated adjusted earnings before interest, taxes, depreciation and amortization before stock-based compensation expense (“Pre-SBC Adjusted EBITDA”), (ii) estimated adjusted earnings before interest, taxes, depreciation and amortization after stock-based compensation expense (“Post-SBC Adjusted EBITDA”) for calendar year 2026 and calendar year 2027, based on closing share prices as of May 15, 2026. Estimated financial data of the selected companies were based on publicly available research analysts’ estimates.

This analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied (i) a Pre-SBC Adjusted EBITDA multiple reference range of 7.0x to 11.0x to the LiveRamp’s estimated

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   46

CY2026E Pre-SBC Adjusted EBITDA, (ii) a Pre-SBC Adjusted EBITDA multiple reference range of 6.0x to 10.0x to LiveRamp’s estimated CY2027E Pre-SBC Adjusted EBITDA, (iii) a Post-SBC Adjusted EBITDA multiple reference range of 10.0x to 13.5x to LiveRamp’s estimated CY2026E Post-SBC Adjusted EBITDA, and (iv) a Post-SBC Adjusted EBITDA multiple reference range of 8.5x to 11.5x to LiveRamp’s estimated CY2027E Post-SBC Adjusted EBITDA, in each case based on the LiveRamp Projections and as of May 15, 2026. This analysis indicated a range of implied equity values per share of Common Stock of  (i) $25.63 to $37.66 (CY2026E Pre-SBC), (ii) $29.56 to $46.21 (CY2027E Pre-SBC), (iii) $22.32 to $28.54 (CY2026E Post-SBC) and (iv) $29.39 to $38.14 (CY2027E Post-SBC), compared to the Merger Consideration of  $38.50 per share of Common Stock.

Although none of the selected companies is directly comparable to LiveRamp, Evercore selected these companies because they are publicly traded companies that Evercore, in its professional judgment and experience, considered generally relevant to LiveRamp for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Selected Transactions Analysis

Evercore reviewed, to the extent publicly available, financial information related to the following selected transactions involving target companies announced since 2016 (the “selected transactions”). The selected transactions reviewed by Evercore, and the month and year each was announced, were as follows:

For each selected transaction, Evercore calculated the implied enterprise value (defined as the target’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of last twelve-month Pre-SBC Adjusted EBITDA for the target company at the time of the announcement of the applicable transaction, which we refer to as “LTM Pre-SBC Adjusted EBITDA”. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore applied a reference range of enterprise value to LTM Pre-SBC Adjusted EBITDA multiples of

47

10.0x to 15.0x to LiveRamp’s LTM Pre-SBC Adjusted EBITDA as of June 30, 2026, based on the financial results for LiveRamp provided by LiveRamp’s management. Based on this range of implied enterprise values, LiveRamp’s estimated net debt (calculated as cash and cash equivalents and no debt) provided to Evercore on May 6, 2026, and the number of fully diluted shares of Common Stock, in each case as provided by LiveRamp’s management, this analysis indicated a range of implied equity values per share of Common Stock of  $32.23 to $46.06, compared to the Merger Consideration of  $38.50 per share of Common Stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to LiveRamp and none of the selected transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to LiveRamp for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

Other Factors

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Premiums Paid Analysis

Using publicly available information, Evercore reviewed selected take-private transactions with total enterprise values between $1.5 billion and $4.0 billion announced since 2022, encompassing all sectors. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the one-day, one-week and four-week VWAP per share of the target companies prior to announcement of each transaction.

This analysis indicated the following:

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 25.0% to 40.0% to the closing price per share of Common Stock of  $29.66 as of May 15, 2026. This analysis indicated a range of implied equity values per share of Common Stock of  $37.08 to $41.52, compared to the Merger Consideration of  $38.50 per share of Common Stock.

Last 52-Week Trading Range

Evercore reviewed historical trading prices of shares of Common Stock during the twelve month period ended May 15, 2026, noting that the low and high prices (based on intraday figures) during such period ranged from $21.71 to $35.20 per share of Common Stock, respectively, compared to the Merger Consideration of  $38.50 per share of Common Stock.

Equity Research Analyst Price Targets

Evercore reviewed selected public market trading price targets for the shares of Common Stock prepared and published by equity research analysts that were publicly available as of May 15, 2026, the last full trading day prior to the delivery by Evercore of its opinion to the Board. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Common Stock at the time the price target was published. As of May 15, 2026, the range of selected equity research analyst price targets per share of Common Stock was $30.00 to $50.00, with a mean of  $37.00 and a median of  $36.00, compared to the Merger Consideration of  $38.50 per share of

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   48

Common Stock. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Common Stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risks and uncertainties, including factors affecting the financial performance of LiveRamp and future general industry and market conditions.

Miscellaneous

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Board. In connection with the review of the Merger by the Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Common Stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Board as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Common Stock (other than Fairness Opinion Excluded Shares) in the Merger pursuant to the Merger Agreement. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Evercore’s opinion was approved by an opinion committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Board or LiveRamp’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Common Stock.

Pursuant to the terms of Evercore’s engagement letter with LiveRamp, LiveRamp has agreed to pay Evercore a fee for its services in the amount of approximately $28 million, of which $5 million was payable upon delivery of Evercore’s opinion, and a substantial portion of which will be payable contingent upon the consummation of the Merger. LiveRamp has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to LiveRamp and Evercore has not received any compensation from LiveRamp during such period. In addition, during the two year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to Parent and Evercore has not received any compensation from Parent during such period. Evercore may provide financial advisory or other services to the LiveRamp and Parent in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior

49

loans and/or derivative products or other financial instruments of or relating to LiveRamp, Parent, potential parties to the Merger and/or any of their respective or persons that are competitors, customers or suppliers of LiveRamp or Parent.

LiveRamp engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Certain Unaudited Financial Information

Other than annual and quarterly updated guidance and certain long-term financial targets, LiveRamp’s management does not as a matter of course make public long-range projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates when applied to time periods further in the future. As a result, LiveRamp does not endorse projections or other unaudited prospective financial information as a reliable indication of future results. However, in connection with the Board’s consideration and evaluation of a potential transaction with Parent and other strategic alternatives (including continuing as a standalone company), LiveRamp’s management in December 2025 prepared certain unaudited prospective financial information for LiveRamp on a standalone basis for fiscal years 2026 through 2030, which were further updated with the actual figures for fiscal year 2026 and the finalized projections for fiscal year 2027 in April 2026 (the “LiveRamp Projections”). The Board provided guidance and direction to LiveRamp management in the preparation of the LiveRamp Projections.

The LiveRamp Projections were prepared solely for internal use and to assist the Board with its consideration and evaluation of the Merger. At the direction of the Board, the LiveRamp Projections were provided to Evercore in connection with its analyses and opinion and certain portions of the LiveRamp Projections were provided to potential acquirors participating in the sale process who executed confidentiality agreements with LiveRamp, including Publicis.

LiveRamp is including a summary of the LiveRamp Projections in this proxy statement solely to give LiveRamp stockholders access to the information that was reviewed by the Board in connection with its consideration and evaluation of the Merger; provided to and approved by the Board for use by Evercore, LiveRamp’s financial advisor, in connection with its financial analyses and opinion described in the section of this proxy statement entitled “The Merger Agreement (Proposal 1) — Opinion of Evercore Group L.L.C.”; and made available in part to potential acquirors participating in the sale process who executed confidentiality agreements with LiveRamp, including Publicis.

The following table presents a summary of the LiveRamp Projections for the fiscal years indicated:

LiveRamp Projections

(Amounts in millions)

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   50

(1)

For the six months ending December 31, 2026.

​

(2)

Non-GAAP financial measure. “Adjusted EBITDA (pre-stock based compensation)” represents estimated adjusted earnings before interest, taxes, depreciation and amortization before stock-based compensation expense.

​

Non-GAAP financial measure. “Adjusted EBIT (post-stock based compensation)” represents estimated adjusted earnings before interest, taxes, depreciation and amortization after stock-based compensation expense.

(3)

Non-GAAP financial measure. “Adjusted EBIT (post-stock based compensation)” represents estimated adjusted earnings before interest and taxes, after stock-based compensation expense.

​

(4)

Non-GAAP financial measure. NOPAT refers to net operating profits after tax.

​

(5)

Non-GAAP financial measure. Unlevered Free Cash Flow represents unlevered, after-tax free cash flows, defined for purposes of this section of the proxy statement as net operating profit after tax, plus depreciation and amortization, less capital expenditures, plus or minus changes in net working capital.

​

(6)

The foregoing notes (1), (2), (3), (4) and (5) are subject to the following adjustments:

​

The Company’s non-GAAP financial measures, including non-GAAP earnings (loss) per share, non-GAAP income (loss) from operations, non-GAAP operating income (loss) margin, non-GAAP expenses and adjusted EBITDA reflect adjustments based on the following items, as well as the related income tax effects when applicable:

Purchased intangible asset amortization:   LiveRamp incurs amortization of purchased intangibles in connection with its acquisitions. Purchased intangibles include (i) developed technology, (ii) customer and publisher relationships, and (iii) trade names. The Company expects to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for the Company, LiveRamp excludes this item because this expense is non-cash in nature and because it believes the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding the Company’s operational performance.

Non-cash stock compensation:   Non-cash stock compensation consists of charges for employee restricted stock units, performance shares and stock options in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options assumed in connection with its acquisitions. As the Company applies stock-based compensation standards, it believes that it is useful to investors to understand the impact of the application of these standards to LiveRamp’s operational performance. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by LiveRamp and because such expense is not used by LiveRamp to assess the core profitability of its business operations.

Restructuring charges:   During the past several years, the Company has initiated certain restructuring activities in order to align its costs in connection with both its operating plans and its business strategies based on then-current economic conditions. As a result, it recognized costs related to termination benefits for employees whose positions were eliminated, lease and other contract termination charges, and asset impairments. These items, as well as third party expenses associated with business acquisitions in the prior years, reported as gains, losses, and other items, net, are excluded from non-GAAP results because such amounts are not used by it to assess the core profitability of its business operations.

Transformation costs:   In previous years, LiveRamp incurred significant expenses to separate the financial statements of its operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Its criteria for excluding transformation expenses from its non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that it would not incur otherwise; and 3) it does not exclude employee related expenses or other costs associated with the ongoing operations of its business. The Company substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, it incurred transaction support expenses and system separation costs related to the Company’s announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on its business and again during fiscal 2023 in response to macroeconomic conditions, LiveRamp incurred significant costs associated with the assessment of strategic and operating plans, including its long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment. Its criteria for excluding these costs are the same. The Company believes excluding these items from its non-GAAP financial measures is useful for investors and provides meaningful supplemental information.

Additional Information About the LiveRamp Projections

The LiveRamp Projections were prepared treating LiveRamp on a standalone basis, without giving effect to the Merger, including any impact of the negotiation or execution of the Merger, the expenses that may be incurred in connection with the Merger or the consummation thereof, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or in anticipation of the Merger, or the effect of any alteration, acceleration, postponement or decision not to take any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed but that were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

The inclusion of the LiveRamp Projections in this proxy statement should not be regarded as an indication or admission by LiveRamp or any of its affiliates, officers, directors, advisors or representatives (including Evercore), or

51

any other person, that the LiveRamp Projections are predictive of actual future events, or an assurance of the achievement of future results. The LiveRamp Projections and any summary thereof should not be relied upon as such, and this information is not being included in this proxy statement to influence your decision whether to vote in favor of any proposal. LiveRamp advises the recipients of the LiveRamp Projections that its internal financial forecasts upon which the LiveRamp Projections were based are subjective in many respects, and readers are cautioned not to place undue reliance on these projections, as they are not necessarily predictive of actual future results. Further, the inclusion of the LiveRamp Projections in this proxy statement does not constitute an admission or representation by LiveRamp or any other person that the information presented is material.

Although presented with numerical specificity, the LiveRamp Projections reflect numerous variables, assumptions and estimates regarding LiveRamp’s performance, industry performance, general business, economic, regulatory, market, and financial conditions, many of which are inherently uncertain and many of which are beyond the control of LiveRamp. LiveRamp’s management believed these variables, assumptions and estimates were reasonable at the time the LiveRamp Projections were prepared, taking into account the relevant information available to management at the time, but important factors may affect actual results and cause the LiveRamp Projections to not be achieved, which include, but are not limited to, risks and uncertainties relating to the business of LiveRamp (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the probability of technological success, the regulatory and competitive environment, changes in technology, general business and economic conditions and other risk factors referenced in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” Various assumptions underlying the LiveRamp Projections may not prove to have been, or may no longer be, accurate. The LiveRamp Projections may not be realized, and actual results may be significantly higher or lower than projected in the LiveRamp Projections. The LiveRamp Projections reflect LiveRamp on a standalone basis and do not account for the effects of the Merger. The LiveRamp Projections also reflect assumptions as to certain business strategies or plans that are subject to change. The LiveRamp Projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions. The LiveRamp Projections do not take into account any circumstances or events occurring after the date they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the LiveRamp Projections may have changed since the date the LiveRamp Projections were prepared. The LiveRamp Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. The propensity of economic and business environments to change quickly contributes significantly to the high level of uncertainty as to whether the results portrayed in the LiveRamp Projections will be achieved. As a result, there can be no assurance that the LiveRamp Projections will be realized, and actual results could be significantly higher or lower than projected. For all of these reasons, the LiveRamp Projections, and the assumptions upon which they are based, are (i) not guarantees of future results; (ii) inherently speculative; and (iii) subject to a number of risks and uncertainties. As a result, actual results may differ materially, and will differ materially if the Merger and the other transactions contemplated by the Merger Agreement are completed, from those contained in the LiveRamp Projections. Accordingly, there can be no assurance that the LiveRamp Projections will be realized. Additionally, the risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased given the length of time in the future over which these assumptions apply. Any assumptions and projections in early periods, and any deviations therefrom as a result of the factors outlined above or other factors that may become applicable, could have a compounding effect on the projections shown for later periods or the difference between the projections and actual results for those periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods.

The LiveRamp Projections have not been updated or revised to reflect information or results after the date the LiveRamp Projections were prepared. None of LiveRamp, Parent, Publicis or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the LiveRamp Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be no longer appropriate (except, in the case of LiveRamp, as required under applicable law). Readers of this proxy statement should take these considerations into account in reviewing the summary of the LiveRamp Projections, which were prepared as of an earlier date. The LiveRamp Projections may differ from publicized analyst estimates and forecasts. You should evaluate the LiveRamp Projections, if at all, in conjunction with LiveRamp’s historical financial statements and other information regarding LiveRamp contained in its public filings with the SEC, including its Annual Report filed on Form 10-K for the fiscal year ending March 31, 2026.

LiveRamp Holdings, Inc. Notice of 2026 Special Meeting and Proxy Statement   52

LiveRamp urges all of its stockholders to review its most recent SEC filings for a description of its historical financial statements and other information about LiveRamp. Please see the section of this proxy statement entitled “Where You Can Find More Information” for additional information.

The LiveRamp Projections included in this proxy statement have been prepared by, and are the responsibility of, LiveRamp. Neither LiveRamp’s independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the LiveRamp Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The LiveRamp Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”). Certain of the non-GAAP financial measures included in the LiveRamp Projections were relied upon by Evercore at the instruction of the Board for purposes of its financial analyses and opinion and by the Board in connection with their evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Evercore for purposes of its financial analyses and opinion or by the Board in connection with its evaluation of the Merger. Accordingly, LiveRamp has not provided a reconciliation of the financial measures included in the LiveRamp Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by LiveRamp may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

None of LiveRamp or any of its affiliates, advisors, officers, directors, partners or representatives (including Evercore) can give you any assurance that actual results will not differ from the LiveRamp Projections. Except as required by applicable law, none of LiveRamp or any of its affiliates, advisors, officers, directors, partners or representatives (including Evercore) undertake any obligation to update or otherwise revise or reconcile the LiveRamp Projections or the specific portions presented to reflect circumstances existing after the date the LiveRamp Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this proxy statement are cautioned not to place undue, if any, reliance on the portions of the LiveRamp Projections set forth above. None of LiveRamp nor any of its affiliates, advisors, officers, directors, partners or representatives (including Evercore) intend to make publicly available any update or other revision to the LiveRamp Projections. In addition, none of LiveRamp or any of its affiliates, advisors, officers, directors, partners or representatives (including Evercore) have made, make, or are authorized in the future to make, any representation to any stockholder or other person regarding LiveRamp’s ultimate performance compared to the information contained in the LiveRamp Projections or that projected results will be achieved, and any statements to the contrary should be disregarded.

LiveRamp has made no representation to Parent or Merger Sub, in the Merger Agreement, or otherwise, concerning the LiveRamp Projections. The LiveRamp Projections may not be necessarily predictive of actual future results and should not be construed as financial guidance or relied on as such. In light of the foregoing factors and uncertainties inherent in the LiveRamp Projections, readers of this proxy statement are cautioned not to place any undue, if any, reliance on the LiveRamp Projections.

Interests of LiveRamp’s Directors and Executive Officers in the Merger

In considering the recommendation of the Board that you vote to adopt the Merger Agreement, you should be aware that our executive officers and directors have interests in the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement that may be different from, or in addition to, the interests of our stockholders generally. These interests include, among other things, as applicable, the treatment of outstanding LiveRamp equity awards, potential severance payments and benefits under our severance arrangements, cash retention awards and continued indemnification and insurance coverage. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated thereby and in reaching its determination that the Merger Agreement and the transactions contemplated are advisable and in the best interests of LiveRamp and its stockholders.

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For purposes of this disclosure, our named executive officers are the named executive officers of LiveRamp for the fiscal year ended March 31, 2026. Mohsin Hussain was a named executive officer for such fiscal year by virtue of his prior service as Chief Technology Officer. However, Mr. Hussain ceased serving as Chief Technology Officer, effective March 31, 2026, and is not entitled to receive any compensation or benefits in connection with the Merger, so has been omitted from this disclosure. The named executive officers (excluding Mr. Hussain) for purposes of this disclosure are:

•

Scott Howe, Chief Executive Officer

​

•

Lauren Dillard, Executive Vice President and Chief Financial Officer

​

•

Matthew Karasick, Chief Product Officer

​

•

Vihan Sharma, Chief Revenue Officer

​

•

Jerry Jones, Executive Vice President, Chief Ethics and Legal Officer and Secretary

​

LiveRamp has no executive officers other than the named executive officers.

LiveRamp Equity Awards

LiveRamp’s executive officers hold one or more of the following equity-based awards: LiveRamp RSU Awards and LiveRamp PSU Awards (collectively, “LiveRamp Equity Awards”). None of the executive officers hold any LiveRamp Options or LiveRamp Restricted Stock Awards. While non-employee directors of LiveRamp hold shares of Common Stock owned outright, they do not hold any equity-based awards of LiveRamp. The Merger Agreement provides for the following treatment of outstanding LiveRamp Equity Awards at the Effective Time.

LiveRamp RSU Awards

At the Effective Time, each outstanding LiveRamp RSU Award, by virtue of the Merger and without any action on the part of the holder, will be cancelled and converted into a restricted cash award in an amount equal to (i) the Merger Consideration multiplied by (ii) the number of shares of Common Stock underlying such LiveRamp RSU Award immediately prior to the Effective Time. The restricted cash award will remain subject to the same terms and conditions as were applicable to the corresponding LiveRamp RSU Award immediately prior to the Effective Time, except that the restricted cash award will vest in full upon a qualifying termination of employment in accordance with the Merger Agreement occurring within 24 months after the Effective Time.

LiveRamp PSU Awards

At the Effective Time, each outstanding LiveRamp PSU Award, by virtue of the Merger and without any action on the part of the holder, will be cancelled and converted into a restricted cash award in an amount equal to (i) the Merger Consideration multiplied by (ii) the number of shares of Common Stock underlying such LiveRamp PSU Award (determined based on (x) in the case of LiveRamp PSU Awards granted on or prior to December 31, 2025 that are subject to “Rule of 40” performance conditions, 128% of the target level of performance (in the case of fiscal year 2025 grants) and 139% of the target level of performance (in the case of fiscal year 2026 grants), (y) in the case of all other LiveRamp PSU Awards granted on or prior to December 31, 2025, actual performance for completed performance periods and the greater of the target level and the actual level of performance through the Effective Time for incomplete performance periods and (z) in the case of LiveRamp PSU Awards granted after December 31, 2025, the target level of performance) immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. The restricted cash award will remain subject to the same terms and conditions as were applicable to the corresponding LiveRamp PSU Award immediately prior to the Effective Time, except that the performance-based vesting conditions applicable to LiveRamp PSU Awards will cease to apply, and the restricted cash award will vest in full upon a qualifying termination of employment in accordance with the Merger Agreement occurring within 24 months after the Effective Time.

Notwithstanding the treatment of LiveRamp Equity Awards described above or the description of the default provisions of the underlying LiveRamp equity plans and award agreements in the section “Compensation Tables — Potential Payments Upon Termination or Change in Control” beginning on page [   ] of this proxy statement, pursuant to the Merger Agreement LiveRamp may provide for the vesting at the Effective Time of all LiveRamp Equity Awards granted to the applicable Executive Officer prior to the date of the Merger Agreement that

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are outstanding immediately prior to the Effective Time in exchange for the Merger Consideration (otherwise determined in accordance with the Merger Agreement and as described above).

See “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — Golden Parachute Compensation” beginning on page [   ] of this proxy statement for an estimate of the amounts that may become payable to each named executive officer of LiveRamp in respect of such named executive officer’s unvested LiveRamp Equity Awards as of June 18, 2026.

LiveRamp CEO Employment Agreement

Under the Amended and Restated Employment Agreement, dated February 14, 2018, by and between Acxiom Corporation and Scott Howe (the “LiveRamp CEO Employment Agreement”), if Mr. Howe experiences a termination of employment as result of a termination by LiveRamp without Cause or resignation for Good Reason (each as defined in the LiveRamp CEO Employment Agreement) within two years following a change in control, including the consummation of the Merger, Mr. Howe would be entitled to receive a lump sum cash severance payment equal to 300% of the sum of his annual base salary and annual bonus for the two fiscal years preceding the fiscal year in which the termination occurs, a prorated annual bonus for the fiscal year in which the termination occurs based on actual performance and accelerated vesting of outstanding equity awards, in each case subject to the terms and conditions of the applicable agreements. Payment of severance benefits under the LiveRamp CEO Employment Agreement is conditioned upon Mr. Howe’s execution and non-revocation of a general release of claims. For additional information regarding the LiveRamp CEO Employment Agreement, see the section entitled “Compensation Tables — Potential Payments Upon Termination or Change in Control — Potential Payments Upon a Change in Control — Howe Agreement” beginning on page [  ] of this proxy statement.

Publicis Employment Agreements

Concurrently with the execution of the Merger Agreement, Mr. Howe entered into an employment agreement with Publicis, Inc. that will become effective upon the Closing (the “Publicis CEO Employment Agreement”), pursuant to which Mr. Howe will continue to serve as Chief Executive Officer of LiveRamp following the Closing. Under the Publicis CEO Employment Agreement, Mr. Howe will receive an annual base salary of  $750,000, an annual target bonus opportunity equal to 110% of his annual base salary and eligibility to participate in the Publicis long-term incentive plan. With respect to the 2027 calendar year, Mr. Howe will receive awards under the Publicis long-term incentive plan with a target grant date value that is not less than the target grant date value of the equity awards granted by LiveRamp to Mr. Howe in May 2026.

The Publicis CEO Employment Agreement also provides that 50% of Mr. Howe’s cash change-in-control severance entitlement under the LiveRamp CEO Employment Agreement (as discussed above under “— LiveRamp CEO Employment Agreement”), as determined immediately prior to the Effective Time, will vest at Closing, with the remaining 50% vesting in equal quarterly installments over the two-year period following the Closing, subject to continued employment. Any unvested portion of such cash severance will be forfeited upon a termination of Mr. Howe’s employment. Notwithstanding the foregoing, if Mr. Howe experiences a qualifying termination of employment on or prior to the second anniversary of the Closing, any unvested portion of such cash change-in-control severance will vest in full, subject to Mr. Howe’s execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants. In addition, upon a qualifying termination of employment on or prior to the second anniversary of the Closing, Mr. Howe will remain eligible to receive (i) a pro-rated bonus for the year of termination (based on actual performance) and (ii) accelerated vesting of outstanding restricted cash awards (as converted from LiveRamp Equity Awards pursuant to the Merger Agreement), in each case, in accordance with the LiveRamp CEO Employment Agreement.

On June 9, 2026, Jerry Jones entered into an employment agreement with Publicis, Inc. that will become effective upon the Closing (the “Jones Employment Agreement”), pursuant to which Mr. Jones will serve as EVP, Legal & Data Ethics of LiveRamp following the Closing. Under the Jones Employment Agreement, Mr. Jones will receive an annual base salary of  $475,000, an annual target bonus opportunity equal to 75% of his annual base salary and eligibility to participate in the Publicis long-term incentive plan. With respect to the 2027 calendar year, Mr. Jones will receive awards under the Publicis long-term incentive plan with a target grant date value that is not less than the target grant date value of the equity awards granted by LiveRamp to Mr. Jones in May 2026.

The Jones Employment Agreement provides for the same treatment of Mr. Jones’ change-in-control cash severance as that payable to Mr. Howe under the Publicis CEO Employment Agreement. In addition, upon a qualifying

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termination of employment on or prior to the second anniversary of the Closing, Mr. Jones will remain eligible to receive (i) COBRA benefits, (ii) a pro-rated bonus for the year of termination (based on actual performance) and (iii) accelerated vesting of outstanding restricted cash awards (as converted from LiveRamp Equity Awards pursuant to the Merger Agreement), in each case, in accordance with the Executive Severance Policy.

Each of the Publicis CEO Employment Agreement and Jones Employment Agreement also provides that, notwithstanding the treatment of LiveRamp Equity Awards described above, any LiveRamp Equity Awards granted to the applicable executive officer prior to May 2026 that remain outstanding immediately prior to the Closing will vest at Closing (with any applicable performance goals treated as specified in the Merger Agreement) and be settled for the Merger Consideration.

Executive Officer Severance Policy

LiveRamp maintains the Amended and Restated 2010 Executive Officer Severance Policy (the “Executive Severance Policy”) pursuant to which executive officers (other than Mr. Howe) are eligible for certain severance benefits upon a qualifying termination of employment in connection with a change of control.

Under the Executive Severance Policy, upon a termination by LiveRamp without Cause or a resignation by the applicable executive officer for Good Reason (in each case as defined in the Executive Severance Policy), in either case within the two-year period following the consummation of a change of control (which the consummation of the Merger will constitute), each executive officer will be entitled to receive the following severance payments and benefits: (i) a lump-sum cash severance payment equal to 2.0x, in the case of Lauren Dillard, or 1.5x, in the case of the remaining eligible executive officers, of the sum of the executive officer’s annual base salary and average annual cash bonus for the two fiscal years preceding the fiscal year in which the termination occurs; (ii) a prorated annual bonus based on actual performance for the fiscal year in which the termination occurred; (iii) if the executive officer timely elects COBRA continuation coverage, monthly payments to cover COBRA continuation coverage for the executive officer and eligible dependents for 18 months following the termination date; and (iv) accelerated vesting of outstanding equity awards. Payment of any severance benefits under the Executive Severance Policy is subject to the participant’s timely execution and non-revocation of a general release of claims, prepared by LiveRamp and containing such terms and conditions as determined by LiveRamp in its discretion. For additional information regarding the Executive Severance Policy, see the section entitled “Compensation Tables — Potential Payments Upon Termination or Change in Control — Potential Payments Upon a Change in Control — Severance Policy” beginning on page [  ] of this proxy statement.

See “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — Golden Parachute Compensation” beginning on page [  ] of this proxy statement for an estimate of the amounts that may become payable to each named executive officer of LiveRamp under the Executive Severance Policy if the Merger were completed and the named executive officer experienced a qualifying termination of employment on June 18, 2026.

Cash Retention Awards

Concurrently with the execution of the Merger Agreement, the Board approved cash retention awards for Scott Howe, Lauren Dillard, Matthew Karasick, Vihan Sharma and Jerry Jones, in amounts of up to $500,000 for each executive officer (other than Mr. Jones) and up to $1,000,000 for Mr. Jones. The retention awards will be payable in cash on the 30th day following the Effective Time (or such earlier date as Parent may determine), subject to the applicable executive officer’s continued employment with LiveRamp or one of its affiliates through the Effective Time and such other terms as may be determined by the chair of the Talent and Compensation Committee of the Board. Pursuant to the Merger Agreement, LiveRamp may, subject, in certain circumstances, to Publicis’ approval, grant additional cash retention awards to the executive officers on these same terms and conditions. As of the date of this proxy statement, no such additional cash retention amounts have been allocated to the executive officers.

Habu Retention Amount

In connection with LiveRamp’s acquisition of Habu, Inc. (“Habu”) on January 31, 2024, the Company entered into consideration holdback and similar retention agreements with certain key employees of Habu that joined the Company, including Mr. Karasick, pursuant to which certain amounts were not paid at closing and instead were subject to vesting in three equal installments on the anniversary of the acquisition, contingent upon the applicable

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employees’ continued employment with LiveRamp through each vesting date. The Habu Retention Amounts can be paid in (or through a combination of) cash and LiveRamp Common Stock at the Company’s election. Mr. Karasick entered into such an agreement with LiveRamp pursuant to which Mr. Karasick is eligible to receive an amount (the “Habu Retention Amount”) equal to the value that Mr. Karasick would have received upon consummation of the transaction with respect to certain unvested equity awards. If, prior to the Habu Retention Amount becoming fully vested, Mr. Karasick’s employment is terminated by LiveRamp or one of its affiliates without Cause or by Mr. Karasick for Good Reason (each as defined in the applicable agreement), then any then-unvested portion of the Habu Retention Amount will vest in full, subject to Mr. Karasick’s execution and non-revocation of a release of claims in favor of LiveRamp.

As of the date of this proxy statement, one-third of the Habu Retention Amount remains unvested. See “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — Golden Parachute Compensation” beginning on page [  ] of this proxy statement for an estimate of the amount that may become payable to Mr. Karasick in respect of the unvested portion of the Habu Retention Amount if the Merger were completed and Mr. Karasick experienced a qualifying termination of employment on June 18, 2026.

Section 280G of the Code

Certain payments and benefits payable to our executive officers in connection with the Merger may be nondeductible by the paying corporation due to Section 280G of the Code or would subject the executive officer to the excise tax imposed by Section 4999 of the Code. Under the Executive Severance Policy and the LiveRamp CEO Employment Agreement, if any payments or benefits payable to an executive officer (either under such arrangements or otherwise) would be subject to the excise tax under Section 4999 of the Code, then such payments will be either (a) reduced to the minimum extent necessary such that no portion thereof would be subject to the excise tax under Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the executive officer.

Notwithstanding the “net-better” cutbacks described above, LiveRamp, in prior consultation with Parent in good faith, may implement strategies to mitigate the impact of Sections 280G and 4999 of the Code with respect to payments and other benefits that may be payable to executive officers in connection with the transaction. Subject to the terms of the Merger Agreement, LiveRamp may enter into noncompetition covenant (or enhance any covenant in effect as of the date hereof) and engage an expert to perform valuations for such non-compete covenants. If LiveRamp determines it is reasonably likely that the Closing will occur in 2027, after consultation with Parent, LiveRamp may accelerate into 2026 the vesting and/or payment of certain compensation that is scheduled to vest or be paid in 2027 (including, without limitation, annual bonus payments in respect of LiveRamp’s 2027 fiscal year and LiveRamp RSU Awards and LiveRamp PSU Awards that would otherwise vest or become exercisable in the first half of calendar year 2027).

Potential Arrangements with Publicis

LiveRamp executive officers may continue to provide employment or other services to Publicis and its affiliates following the Closing and may enter into new compensation agreements or arrangements with Publicis or its affiliates to set forth the terms and compensation of such post-Closing service. As described in the section entitled “— Publicis Employment Agreements” above, Mr. Howe entered into the Publicis CEO Employment Agreement with Publicis, Inc. concurrently with the execution of the Merger Agreement and Mr. Jones entered into the Jones Employment Agreement with Publicis, Inc. Other than the Publicis CEO Employment Agreement and the Jones Employment Agreement, as of the date of this proxy statement, no such agreements or arrangements with Publicis or any of its affiliates exist, but it is currently expected that certain other LiveRamp executive officers will enter into agreements with Publicis related to their post-Closing service.

Indemnification and Insurance

Each of LiveRamp’s executive officers and directors is entitled to the indemnification and insurance benefits in favor of LiveRamp’s directors and executive officers, as described in more detail in the section entitled “The Merger Agreement — Directors’ and Officers’ Indemnification and Insurance.”

Quantification of Potential Payments and Benefits to LiveRamp’s Named Executive Officers in Connection with the Merger

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the estimated compensation that each of our named executive officers could receive that is based on or otherwise relates to the

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Merger (the “golden parachute compensation”), assuming (i) the Merger is completed on June 18, 2026; (ii) a per share price of LiveRamp Common Stock of  $38.50 (the Merger Consideration); (iii) the employment of each named executive officer is terminated by LiveRamp without Cause or for Good Reason (each as defined in the applicable severance arrangement) immediately following the Effective Time; (iv) each named executive officer’s base salary and annual target bonus remain unchanged from those in effect as of the date of this proxy statement; (v) each named executive officer’s LiveRamp Equity Awards are those that are outstanding as of June 18, 2026; (vi) as permitted by the Merger Agreement, LiveRamp has amended the terms of each named executive officer’s equity awards granted before May 2026 such that, at the Effective Time, the equity awards fully vest and are settled for the Merger Consideration; (vii) for illustrative purposes, amounts reported with respect to Mr. Sharma (who resides in France and is paid in euros) were converted to U.S. dollars at an exchange rate of 1.1461, which was spot rate as of June 18, 2026; and (viii) for purposes of the unvested LiveRamp PSU Awards, achievement of the applicable performance goals at the applicable deemed performance achievement levels described under “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — LiveRamp Equity Awards.” The calculations in the table do not include any payments or other post-Closing compensation entitlements pursuant to the Publicis CEO Employment Agreement or the Jones Employment Agreement, which are compensation for Mr. Howe’s and Mr. Jones’ respective post-Closing employment and service and based on Mr. Howe’s and Mr. Jones’ respective post-Closing service to Publicis, Inc. under bona fide employment arrangements (see the section titled “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — Publicis Employment Agreements” beginning on page [  ] of this Proxy Statement for a description of each of the Publicis CEO Employment Agreement and the Jones Employment Agreement). As noted above, Mohsin Hussain ceased serving as Chief Technology Officer effective March 31, 2026 and is not entitled to receive any compensation or benefits in connection with the Merger, so he has been omitted from the following table.

The amounts set forth below are estimates only based on multiple assumptions that may or may not actually occur, and the actual amounts to be received may differ materially. The table below does not reflect any reduction that may be required under the applicable “net better” 280G cutback approach, as the application of any such reduction will depend on facts and circumstances at the time of the Merger.

All dollar amounts have been rounded to the nearest whole dollar and certain totals may not foot due to rounding. For purposes of this disclosure, “single trigger” refers to payments and benefits that arise solely as a result of the consummation of the Merger and “double trigger” refers to payments and benefits that require two conditions, which are the consummation of the Merger and a qualifying termination of employment of each named executive officer within the two-year post-change in control period set forth in the Executive Officer Severance Policy and the LiveRamp CEO Employment Agreement, described in more detail (as applicable) in “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — LiveRamp CEO Employment Agreement,” and “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — Executive Officer Severance Policy” beginning on pages [  ] and [  ], respectively, of this proxy statement.

Golden Parachute Compensation

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(1)

Cash.   The amounts included in the “Cash” column reflect the aggregate cash severance amount, including cash severance payments and pro rata annual bonus payments, that each named executive officer is eligible to receive under the LiveRamp CEO Employment Agreement and the Executive Severance Policy, as applicable, and described in the sections entitled “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — LiveRamp CEO Employment Agreement” and “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — Executive Officer Severance Policy,” respectively, beginning on pages [  ] and [  ], respectively of this proxy statement. The pro rata bonus payments reported in this column assume the target level of performance. The amounts in this column also include the amount of the retention award that each named executive officer is eligible to receive in connection with the Merger, as described in the section entitled “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — Cash Retention Awards,” beginning on page [  ] of this proxy statement. The

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amount in this column for Matthew Karasick includes approximately $518,103 attributable to the portion of his Habu Retention Amount that would become vested and payable upon a qualifying termination, as described in the section entitled “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — Habu Retention Amount,” beginning on page [  ] of this proxy statement. The “Cash Severance” and “Pro Rata Bonus” amounts included in the “Cash” column (which are payable pursuant to the LiveRamp CEO Employment Agreement and the Executive Severance Policy, as applicable) are double trigger amounts, the “Retention Award” amounts included in the “Cash” column are single trigger amounts and the amount attributable to the unvested portion of the Habu Retention Amount for Mr. Karasick is a double trigger amount (notwithstanding that such payment would vest as a result of a qualifying termination of employment, whether or not a change in control occurred). Details of the amounts in the “Cash” column (other than the amount reported for the Habu Retention Amount) are shown in the following supplementary table:

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(2)

Equity.   The amounts included in the “Equity” column reflect the aggregate value of unvested LiveRamp RSU Awards and LiveRamp PSU Awards that will either vest and be settled at the Effective Time or that will be canceled and exchanged for restricted cash awards as described in the section entitled “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — LiveRamp Equity Awards” beginning on page [  ] of this proxy statement. For purposes of these calculations, the amounts with respect to LiveRamp PSU Awards were determined by assuming achievement of applicable performance metrics (i) in the case of LiveRamp PSU Awards granted on or prior to December 31, 2025 that are subject to “Rule of 40” performance conditions at 128% of the target level of performance (in the case of fiscal year 2025 grants) and at 139% of the target level of performance (in the case of fiscal year 2026 grants), (ii) in the case of LiveRamp PSU Awards granted in fiscal year 2026 that are subject to relative total shareholder return performance conditions, at 114.89% of the target level of performance, and (iii) in the case of all other LiveRamp PSU Awards (whether granted before or after December 31, 2025), at 100%, the target level of performance. The amounts in the “Equity” column attributable to LiveRamp equity awards granted to the applicable named executive officer before May 2026 are single trigger because, pursuant to the Merger Agreement, LiveRamp may provide for the vesting at the Effective Time of all LiveRamp Equity Awards granted to the applicable executive officer prior to the date of the Merger Agreement that are outstanding immediately prior to the Effective Time in exchange for the Merger Consideration, and the amounts attributable to other outstanding LiveRamp equity awards held by the applicable named executive officer are double trigger. Details of the amounts in the “Equity” column are shown in the following supplementary tables:

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(3)

Perquisites/Benefits.   The amounts in the “Perquisites/Benefits” column represent, for each named executive officer other than Mr. Howe and Mr. Sharma, the estimated cost of 18 months of continuation coverage under COBRA, pursuant to the terms of the Executive Severance Policy, as described in the section entitled “The Merger Agreement (Proposal 1) — Interests of LiveRamp’s Directors and Executive Officers in the Merger — Executive Officer Severance Policy,” beginning on page [  ] of this proxy statement. The payment of amounts for continued coverage under COBRA are double trigger payments.

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Financing of the Merger

The Closing is not subject to a financing condition. Parent has represented in the Merger Agreement that it has, and will have at the Closing, access to cash sufficient to pay the aggregate Merger Consideration and consummate the Transactions, and to perform all of its other obligations under the Merger Agreement (including in respect of any fees, expenses or taxes in connection therewith).

Closing and Effective Time of the Merger

The Closing will take place on the third (3rd) business day following the satisfaction or, to the extent permitted by applicable law, waiver of the closing conditions (described in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger”) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions at the Closing) or at such other date, time or place as LiveRamp and Parent may agree in writing.

Assuming timely receipt of required regulatory approvals and clearances and satisfaction of other closing conditions, including obtaining the Requisite LiveRamp Stockholder Approval, we currently expect the Closing to occur by December 31, 2026.

Upon the terms and subject to the conditions set forth in the Merger Agreement, on the Closing Date, the parties will file a certificate of merger with respect to the Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, as provided under the DGCL.

The Merger will become effective upon the filing and acceptance of the Certificate of Merger with the Secretary of State of the State of Delaware (or at such later time as LiveRamp and Parent may agree in writing and specify in the Certificate of Merger in accordance with the relevant provisions of the DGCL).

Following the completion of the Merger, Common Stock will be delisted from the NYSE and will be deregistered under the Exchange Act, and LiveRamp will cease to be a public company.

Regulatory Approvals and Clearances Required for the Merger

Before the Merger may be completed, the parties are required to use reasonable best efforts to obtain the regulatory clearances, consents and approvals necessary or advisable to consummate the Merger and the other Transactions, including (i) the expiration or termination of the applicable waiting periods (and any extensions thereof) under the HSR Act and, if applicable, any agreements or commitments with a government entity, including the DOJ or the FTC relating to any agreements or commitments not to consummate the Transactions must have expired or been terminated, (ii) certain non-U.S. antitrust and FDI approvals, consents or clearances with respect to the Merger under certain other applicable antitrust laws and FDI laws of jurisdictions specified in the LiveRamp Disclosure Letter must have been obtained and (iii) the CFIUS Approval (as defined in the Merger Agreement) must have been obtained.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on Parent’s or Publicis’s conduct in operating the business following the Closing or require changes to the terms of the Merger Agreement. There can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Merger.

On June 11, 2026, Publicis and LiveRamp filed their respective Premerger Notification and Report Forms in connection with the Merger with the DOJ and the FTC.

Under the Merger Agreement, LiveRamp and Parent have each agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable on its part under the Merger Agreement and applicable laws to consummate the Transactions, including the Merger, as soon as practicable. These efforts include obtaining the required HSR, CFIUS and non-U.S. antitrust and FDI clearances and approvals. In furtherance of those efforts, each party has agreed, among other things, (i) to make the required notification and report form filing under the HSR Act within 20 business days after the execution date of the Merger Agreement, (ii) to make the required initial or draft filings under applicable non-U.S. antitrust laws and FDI laws within 25 business days after the execution date of the Merger Agreement, and (iii) to make the draft and final filings required in connection with the CFIUS Approval, which draft filing shall be made within thirty (30) business days after the execution date of the Merger

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Agreement, unless otherwise agreed in writing, and provide information requested by CFIUS or any other applicable governmental entity in connection with the CFIUS review or investigation of the Transactions or other FDI filings.

Subject to the limitations described below, each party has also agreed to use its reasonable best efforts to take or agree to take actions necessary to satisfy the regulatory closing conditions that relate to antitrust laws, including, selling, licensing, assigning, transferring, divesting, holding separate or otherwise disposing of assets, businesses or portions of businesses; changing, restricting or otherwise agreeing to limitations on the conduct, operation or investment in such assets or businesses; or accepting restrictions, requirements or limitations on the operation of such businesses except to the extent such actions would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, financial condition or results of operations of LiveRamp and its subsidiaries, taken as a whole.

With respect to the CFIUS Approval and other FDI approvals, Parent and its affiliates are required to take any and all actions necessary to obtain the CFIUS Approval and any other consent, authorization or approval required under other applicable FDI laws, including by providing all such assurances and agreeing to all such conditions, limitations and restrictions as may be necessary to address national security or other concerns identified by CFIUS or such other applicable governmental entity (including by entering into a mitigation agreement, national security agreement or similar arrangement). However, neither Parent nor any of its affiliates is required to agree to any mitigation measure, condition, restriction or undertaking that would reasonably be expected to (i) require LiveRamp or any Company Subsidiary to operate as a U.S. direct or indirect subsidiary of Parent that is organized, structured and financed to be capable of operating as a viable business entity independent from Parent for longer than an interim, temporary basis, (ii) involve restrictions on, or require the divestiture of, material assets or material businesses of Parent or its affiliates (excluding LiveRamp and the Company Subsidiaries) that do not relate to the Transactions, or (iii) materially limit ordinary course and customary sharing or use of data among LiveRamp, Parent and Parent’s affiliates, or restrict Parent’s ability to substantially integrate the businesses and operations of LiveRamp and its Subsidiaries with those of Parent and its affiliates, in each case except to the extent reasonably necessary to address national security concerns with respect to identified categories of sensitive data and subject to the carve-outs set forth in the Merger Agreement.

Subject to the terms and conditions of the Merger Agreement, Parent controls the ultimate strategy for securing approvals and the expiration of relevant waiting periods under the antitrust laws and FDI laws; provided that Parent must consult with LiveRamp and consider LiveRamp’s views in good faith. In addition, unless the Merger Agreement has been terminated in accordance with its terms, LiveRamp may not (and must cause the Company Subsidiaries not to), without the prior written consent of Parent, (A) withdraw its filing under the HSR Act or (B) offer, negotiate or enter into any commitment or agreement, including any timing agreement, with the DOJ, the FTC or other governmental entity to delay the consummation of, or not to close before a certain date, the Transactions.

You should read the section entitled “The Merger Agreement — Regulatory Filings and Efforts to Consummate” for a description of the parties’ obligations with respect to regulatory approvals related to the Transactions, including the Merger.

Material U.S. Federal Income Tax Consequences of the Merger

The exchange of shares of Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for such purposes, a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) who receives cash in the Merger in exchange for shares of Common Stock will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that the U.S. Holder receives pursuant to the Merger with respect to such shares and the U.S. Holder’s adjusted tax basis in such shares. Such gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period in such Common Stock exceeds one year at the time of the Merger.

A Non-U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of shares of Common Stock for cash pursuant to the Merger unless such Non-U.S. Holder has certain connections to the United States. However, a Non-U.S. Holder may be subject to backup withholding unless such Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption.

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You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your tax advisor regarding the particular tax consequences of the Merger to you, including any tax consequences arising under any U.S. federal non-income tax laws or the laws of any state, local or foreign taxing jurisdiction.

Delisting and Deregistration of Common Stock

Upon completion of the Merger, Common Stock currently listed on the NYSE will cease to be listed on the NYSE and will subsequently be deregistered under the Exchange Act.

Vote Required to Approve the Merger Agreement Proposal

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock entitled to vote thereon. Assuming a quorum, abstentions and broker non-votes will have the same effect as a vote against approval of the Merger Agreement Proposal. Pursuant to the Merger Agreement, such approval is a condition to the consummation of the Merger.

Accordingly, in addition to the shares held by our directors and executive officers, LiveRamp will need an additional [    ] shares of Common Stock (or about [    ]% of the outstanding Common Stock) to be counted as present in order to have a quorum at the Special Meeting.

Recommendation of the Board

The Board unanimously recommends a vote “FOR” the Merger Agreement Proposal.

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The Merger Agreement

The following is a summary of the material terms and conditions of the Merger Agreement. The rights and obligations of the parties to the Merger Agreement are governed by the express terms and conditions of the Merger Agreement and not by this discussion, which is summary by nature. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. This summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. We encourage you to read the Merger Agreement carefully and in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the Merger. Additional information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information”.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement and are not intended to provide any factual information about LiveRamp, Publicis, Parent or Merger Sub or to modify or supplement any factual disclosures about LiveRamp, Publicis, Parent or Merger Sub contained in this proxy statement or in LiveRamp’s public reports filed with the SEC. In particular, the Merger Agreement and this summary are not intended to be, and should not be relied upon as, disclosures regarding the actual state of any facts and circumstances relating to LiveRamp, Publicis, Parent or Merger Sub. The Merger Agreement contains representations and warranties by and covenants of LiveRamp, Publicis, Parent and Merger Sub that were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, were qualified and subject to important limitations in connection with negotiating the terms of the Merger Agreement (including by being qualified by confidential disclosure letters exchanged between the parties to the Merger Agreement) and may be subject to a contractual standard of materiality that may differ from what may be viewed as material by investors. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement.

Additional information about LiveRamp may be found elsewhere in this proxy statement and LiveRamp’s other public filings. See “Where You Can Find More Information”.

Structure of the Merger

Subject to the terms and conditions of the Merger Agreement and in accordance with the DGCL, (a) at the Effective Time, Merger Sub will be merged with and into LiveRamp and the separate corporate existence of Merger Sub will thereupon cease, (b) LiveRamp will be the Surviving Company and, from and after the Effective Time, will be a wholly owned direct subsidiary of Parent and the separate corporate existence of LiveRamp will continue unaffected by the Merger, and (c) the Merger will have such other effects as set forth in the Merger Agreement and in the applicable provisions of the DGCL.

Closing and Effective Time of the Merger

The Closing will take place on the third (3rd) business day following the satisfaction or, to the extent permitted by applicable law, waiver of the closing conditions set forth in the Merger Agreement (described in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger”) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions at the Closing) or at such other date, time or place as LiveRamp and Parent may agree in writing.

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Assuming the timely receipt of required regulatory approvals and the satisfaction of other closing conditions, including obtaining the Requisite LiveRamp Stockholder Approval, we currently expect the closing to occur by December 31, 2026.

On the Closing Date, the parties will cause the Certificate of Merger to be duly executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and the parties will deliver and tender any other filings, recordings or publications required to be made by LiveRamp or Merger Sub under the DGCL in connection with the Merger. The Merger will become effective at the time the Certificate of Merger is filed with and accepted by the Secretary of State of the State of Delaware or at such later time agreed to by Parent and LiveRamp and specified in the Certificate of Merger, which we refer to as the Effective Time.

Prior to the Effective Time, LiveRamp and, following the Effective Time, Parent and the Surviving Company, will cooperate in taking, or causing to be taken, all actions reasonably necessary to cause Common Stock to be delisted from the NYSE and deregistered under the Exchange Act as soon as reasonably practicable following the Effective Time.

Certificate of Incorporation; Bylaws; Directors and Officers

At the Effective Time, the Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and the Bylaws of LiveRamp as in effect immediately prior to the Effective Time will be amended and restated in its entirety as of the Effective Time to be in the form set forth in Annex A and Annex B to the Merger Agreement, respectively, and as so amended and restated will be the certificate of incorporation and bylaws of the Surviving Company, respectively, until thereafter duly amended, restated or amended and restated as provided therein or by applicable law.

The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Company, each to hold office until such person’s successor has been duly elected or appointed and qualified or until such person’s earlier death, resignation or removal pursuant to the certificate of incorporation, the bylaws or applicable law.

Unless otherwise determined by Parent prior to the Effective Time, the officers of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Company, each to hold office until such person’s successor has been duly elected or appointed and qualified or until such person’s earlier death, resignation or removal pursuant to the certificate of incorporation, the bylaws or applicable law.

Treatment of Common Stock and Equity Awards

Common Stock. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) Common Stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the DGCL (the “Dissenting Shares”); (ii) Common Stock owned or held in treasury by LiveRamp or owned by Parent or Merger Sub (the “Cancelled Shares”); and (iii) Common Stock issued and outstanding immediately prior to the Effective Time that is owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of LiveRamp (the “Converted Shares”)) will be converted, in accordance with the procedures set forth in the Merger Agreement, into the right to receive the Merger Consideration. From and after the Effective Time, all such shares of Common Stock will no longer be outstanding and will automatically be cancelled and cease to exist, and each applicable holder of such Common Stock will cease to have any rights with respect to such Common Stock, except the right to receive the Merger Consideration upon surrendering such shares of Common Stock. At the Effective Time, (i) each Cancelled Share will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in the Merger with respect to such Cancelled Shares; (ii) each Converted Share will be converted into such number of shares of common stock of the Surviving Company, such that the ownership percentage of any such subsidiary in the Surviving Company will equal the ownership percentage of such subsidiary in LiveRamp immediately prior to the Effective Time; and (iii) holders of each Dissenting Share will be entitled to payment of the appraised value of such Dissenting Share in accordance with Section 262 of the DGCL, as described in the section entitled “Appraisal Rights”.

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LiveRamp Options. At the Effective Time, each LiveRamp Option will be converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the applicable exercise price per share of such LiveRamp Option multiplied by (ii) the number of shares of Common Stock subject to such LiveRamp Option immediately prior to the Effective Time. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

LiveRamp Restricted Stock Awards. At the Effective Time, each LiveRamp Restricted Stock Award will be converted into a restricted cash award in an amount equal to (i) the number of shares of Common Stock subject to such LiveRamp Restricted Stock Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

LiveRamp RSU Awards and LiveRamp PSU Awards. At the Effective Time, each LiveRamp RSU Award and each LiveRamp PSU Award will be converted into a restricted cash award in an amount equal to (i) the number of shares of Common Stock subject to such LiveRamp RSU Award or LiveRamp PSU Award (determined based on (x) in the case of LiveRamp PSU Awards granted on or prior to December 31, 2025, that are subject to “Rule of 40” performance conditions, 128% of the target level of performance (in the case of fiscal year 2025 grants) and 139% of the target level of performance (in the case of fiscal year 2026 grants), (y) in the case of all other LiveRamp PSU Awards granted on or prior to December 31, 2025, actual performance for completed performance periods and the greater of the target level and the actual level of performance through the Effective Time for incomplete performance periods and (z) in the case of LiveRamp PSU Awards granted after December 31, 2025, the target level of performance) immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time, except that the performance-based vesting conditions applicable to LiveRamp PSU Awards will cease to apply, and the awards will vest in full following certain qualifying terminations of employment that occur within 24 months following the Effective Time in accordance with the Merger Agreement.

Surrendering and Payment Procedures

Parent will designate a United States bank, trust company or other independent financial institution in the United States that is reasonably acceptable to LiveRamp to act as the paying agent in connection with the Merger (the “Paying Agent”) and to receive the funds to which holders of the Eligible Shares will become entitled in accordance with the Merger. Prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent, cash in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration ( the “Payment Fund”) for the sole benefit of the holders of Common Stock. If the Payment Fund is insufficient to pay the Merger Consideration, Parent will promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount equal to the shortfall that is required to make the payment.

Common Stock Certificates. Promptly after the Effective Time, Parent will cause the Paying Agent to mail each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented any Eligible Shares (“Certificates”):

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a letter of transmittal specifying that delivery will be effected and the risk of loss and title to the Certificates will pass only upon the delivery of the Certificates (or affidavits of loss in lieu of the Certificates, and if required by Parent, an indemnity bond) to the Paying Agent (the “Letter of Transmittal”); and

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instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, and if required by Parent, an indemnity bond) for cancellation to the Paying Agent or to another agent as appointed by Parent in exchange for payment of the Merger Consideration with respect of such Certificates.

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The holder of such Certificate will, upon surrender of a Certificate for cancellation to the Paying Agent or to another agent as appointed by Parent with a completed and validly executed Letter of Transmittal in accordance with the instructions provided and any other documents as required under the instructions, and compliance with the Paying Agent’s reasonable terms and conditions for orderly exchange, be, in exchange, entitled to receive the Merger Consideration as provided in the Merger Agreement for each Eligible Share formerly represented by such Certificate.

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The surrendered Certificate will be cancelled forthwith. If the payment of the Merger Consideration is to be paid to a person other than the person in whose name the Certificate is surrendered, as a condition to the payment, (i) the Certificate must be properly endorsed or be otherwise in proper form for transfer and (ii) the person requesting such payment must have paid any transfer or any other similar taxes required for the payment of the Merger Consideration to a person other than the registered holder of the surrendered Certificate or establish to the satisfaction of Parent that such tax either has been paid or is not required to be paid.

Book-Entry Shares. Any holder of Eligible Shares that are non-certificated Common Stock represented by book-entry (“Book-Entry Shares”) will not be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration. Instead, subject to compliance with the Paying Agent’s customary procedures, each registered holder of one or more Book-Entry Shares, upon the Effective Time, will be entitled to receive the Merger Consideration and the Parent will cause the Paying Agent to pay and deliver the Merger Consideration for each Eligible Share formerly represented by such Book-Entry Share promptly as reasonably practicable after the Effective Time. Such Book-Entry Share will be cancelled forthwith. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the person in whose name such Book-Entry Shares are registered.

You should not return your Certificates with the enclosed proxy card, and you should not forward your Certificates to the Paying Agent without a Letter of Transmittal. Holders of Book-Entry Shares will not be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration that such holders are entitled to receive as a result of the Merger pursuant to the Merger Agreement.

From and after the Effective Time, the stock transfer books of LiveRamp will be closed, and thereafter there will be no further registration of transfers of Common Stock on the records of LiveRamp.

If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of loss and, and if required by Parent, an indemnity bond, the Paying Agent will, in exchange for such Certificate and such other documentation required pursuant to the Merger Agreement and subject to the terms and conditions of the Merger Agreement, pay the aggregate Merger Consideration to be paid with respect to the Eligible Shares represented by such Certificate.

No interest will be paid or accrue on any portion of the Merger Consideration payable upon surrender of any Certificate (or affidavit of loss in lieu of the Certificate, in accordance with the Merger Agreement) or with respect to any Book-Entry Share.

At any time following the first (1st) anniversary of the Effective Time, Parent will be entitled to require the Paying Agent to deliver any funds (including any interest received with respect to such funds) remaining in the Payment Fund that have not been disbursed, other than funds for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures to holders of Certificates or Book-Entry Shares. Any holder of Eligible Shares who has not theretofore received the Merger Consideration in respect of such Eligible Shares from the Paying Agent pursuant to the Merger Agreement will thereafter look only to Parent (subject to abandoned property, escheat or other similar laws) for such payments.

Withholding

Each of LiveRamp, Parent, the Surviving Company, Merger Sub and the Paying Agent and any other applicable withholding agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement to any person such amounts as it is required to deduct or withhold with respect to the making of such payment under the Internal Revenue Code of 1986, or any other applicable tax law. To the extent that amounts are so withheld and remitted to the applicable governmental entity, such amounts will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made.

LiveRamp Representations and Warranties

In the Merger Agreement, LiveRamp makes representations and warranties, subject to certain exceptions in the Merger Agreement, in the confidential disclosure letter delivered by LiveRamp to Parent in connection with the Merger Agreement (the “LiveRamp Disclosure Letter”) and in certain of LiveRamp’s public filings, as to, among other things:

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LiveRamp’s and its subsidiaries’ due organization, valid existence and good standing under their respective jurisdictions of organization, and their respective powers and authority to conduct their respective businesses as currently conducted;

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LiveRamp’s ownership of its subsidiaries;

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LiveRamp’s and its subsidiaries’ capital structure, including, among other things, the number of outstanding shares of Common Stock, preferred stock, options and other stock-based awards;

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the absence of indebtedness or convertible debt whose holders have the right to vote, or which are convertible into or exercisable for securities having the right to vote with LiveRamp stockholders on any matter;

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the absence of voting trusts or similar agreements to which LiveRamp or any LiveRamp subsidiary (or to LiveRamp’s knowledge, a LiveRamp stockholder) is a party with respect to the voting of the capital stock or other equity interests of LiveRamp;

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the absence of rights, agreements or commitments to which LiveRamp or any LiveRamp subsidiary obligating LiveRamp or any LiveRamp subsidiary to provide funds or make an investment in any LiveRamp subsidiary not wholly owned, or in any other entity;

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LiveRamp’s corporate power and authority related to the Merger Agreement, approval of the Merger Agreement and related matters by the Board;

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required consents and approvals relating to the Merger;

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the absence of violations of, or conflicts with, LiveRamp’s organizational documents, applicable law and contracts as a result of LiveRamp’s entry into and performance under the Merger Agreement or consummation of the Merger;

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LiveRamp’s SEC filings, the financial statements included therein and LiveRamp’s disclosure controls and procedures and internal controls over financial reporting;

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the absence of any undisclosed liabilities;

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the conduct of LiveRamp’s business since December 31, 2025 and the absence of a Material Adverse Effect (as hereinafter defined);

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LiveRamp’s and its subsidiaries’ compliance with applicable laws and the rules and regulations of the NYSE;

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LiveRamp’s and its subsidiaries’ possession of and compliance with certain licenses, permits and other authorizations;

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LiveRamp’s and its subsidiaries’ compliance with certain sanctions, trade control and anti-corruption laws;

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the absence of any designing, testing, manufacturing, fabricating, or developing “critical technologies” as that term is defined in 31 C.F.R.§ 800.215 by LiveRamp, its subsidiaries or any of its affiliates;

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the absence of certain legal proceedings;

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LiveRamp’s and its subsidiaries’ employee benefits and compensation plans, policies, programs and arrangements;

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certain employment and labor matters;

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certain environmental matters;

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certain contracts to which LiveRamp or any of its subsidiaries is a party, the validity, binding nature and effectiveness of such contracts and the absence of LiveRamp’s or its subsidiaries’ default under such contracts;

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LiveRamp’s and its subsidiaries’ customers and suppliers;

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LiveRamp’s and its subsidiaries’ insurance policies;

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accuracy of information supplied or to be supplied in this proxy statement;

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certain tax matters;

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LiveRamp’s and its subsidiaries’ real property interests;

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LiveRamp’s and its subsidiaries’ intellectual property, information technology, data protection and privacy, practices, and the absence of material security breaches or violations of privacy laws;

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the inapplicability of certain anti-takeover statutes or anti-takeover provisions;

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receipt of opinions from LiveRamp’s financial advisor;

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the absence of certain related party contracts; and

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the absence of any undisclosed broker’s or finder’s fees.

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Definition of  “Material Adverse Effect”

Many of the LiveRamp representations and warranties in the Merger Agreement are qualified by, among other things, exceptions relating to the absence of a “Company Material Adverse Effect”, which means any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence (an “Effect”) that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (1) the financial condition, business, assets, liabilities or operations of LiveRamp and its subsidiaries, taken as a whole or (2) the ability of LiveRamp to consummate the Transactions, including the Merger, prior to the Outside Date; provided, however, that, solely for purposes of clause (1), no Effects to the extent resulting or arising from the following shall be deemed to constitute a Company Material Adverse Effect or shall be taken into account when determining whether a Company Material Adverse Effect exists or has occurred or is reasonably expected to exist or occur:

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changes in general United States or global economic conditions, including any changes affecting financial, credit, foreign exchange or capital market conditions;

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changes in general conditions in any industry or industries or markets in which LiveRamp and its subsidiaries operate;

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changes in general political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices, or newly introduced tariffs or changes to existing tariffs);

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changes in generally accepted accounting principles (“GAAP”) or other applicable national or international accounting standards, or in the accounting rules and regulations of the SEC, or in any official interpretation of the foregoing;

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changes in applicable law or the official interpretation of such laws by governmental entities;

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decrease or decline in the market price or trading volume of the Common Stock or any failure by LiveRamp to meet any internal or published projections, estimates or expectations of LiveRamp’s revenue, earnings or other financial performance or results of operations for any period;

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changes in LiveRamp’s credit rating;

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changes in geopolitical conditions, acts of terrorism (including cyberterrorism) or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions, natural disasters or epidemics, pandemics or other outbreak of illness or public health event (whether human or animal), or other similar force majeure events, including any material worsening of such conditions;

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the execution and public announcement of the Merger Agreement or the Transactions, including the identity of Parent or its affiliates, the pendency or consummation of the Transactions, and the impact of such on the relationships of LiveRamp with its officers and other employees, customers, suppliers, distributors or other business partners;

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any action or inaction, expressly required by the terms of the Merger Agreement or which is taken or not taken at the express written request of Parent;

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any proceeding brought or threatened by LiveRamp stockholders (including on behalf of LiveRamp) asserting allegations of breach of fiduciary duty relating to the Merger Agreement or violations of securities laws in

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connection with the proxy statement or any other document required to be filed by LiveRamp with the SEC or required to be distributed or otherwise disseminated to LiveRamp stockholders in connection with the Transactions; and

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the failure of Parent to consent to any of the actions proscribed in the interim operating covenants under the Merger Agreement, where such failure to consent was unreasonable;

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except that, with respect to the first, second, third, fourth, fifth and eighth bullet points above, if such Effect has had a disproportionate adverse effect on LiveRamp or any of its subsidiaries relative to other companies operating in the same industry, then the incremental disproportionate adverse effect of such Effect will be taken into account for the purpose of determining whether a Company Material Adverse Effect exists or has occurred or is reasonably expected to exist or occur.

Conduct of Business Pending the Merger

LiveRamp has agreed to certain covenants in the Merger Agreement restricting the conduct of its business between the date of the Merger Agreement and the Effective Time (or any earlier termination of the Merger Agreement). In general, unless approved in writing by Parent (which consent may not be unreasonably withheld) and except as otherwise required or expressly contemplated by the Merger Agreement, set forth in the LiveRamp Disclosure Letter or as required by applicable law, LiveRamp has agreed to, and to cause each of its subsidiaries to, conduct its business in all material respects in the ordinary course of business and use commercially reasonable efforts to (i) preserve intact its and their present business organizations, goodwill and ongoing businesses, (ii) keep available the services of its and their present officers and other key employees (other than where termination of such services is for cause), and (iii) preserve its and their present relationships with customers, suppliers, vendors, licensors, licensees, governmental entities, employees and other persons with whom it and they have material business relations.

LiveRamp has further agreed that, in certain cases, subject to certain ordinary course of business exceptions, exceptions for actions between or among LiveRamp and its subsidiaries and other exceptions specified in the Merger Agreement, LiveRamp will not, and will cause its subsidiaries not to:

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amend, modify, waive, rescind or otherwise change LiveRamp’s or any subsidiary’s certificate of incorporation, bylaws or equivalent organizational documents, except for changes to the organizational documents of a subsidiary that are not material;

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authorize, declare, set aside, make or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock or other equity interests (whether in cash, assets, shares or other securities of LiveRamp or any of its subsidiaries), except for dividends and distributions paid or made by a wholly owned subsidiary to LiveRamp or another wholly owned subsidiary;

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enter into any agreement or arrangement with respect to voting or registration, or file any registration statement with the SEC with respect to, any of its capital stock or other equity interests or securities;

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adjust, split, combine, subdivide, reduce or reclassify any of its capital stock or other equity interests, or redeem, purchase or otherwise acquire any of its capital stock or other equity interests (other than repurchases of Common Stock in satisfaction of applicable tax withholdings or the exercise price upon the exercise or settlement of any LiveRamp equity award outstanding as of the date of the Merger Agreement or granted following the date thereof in accordance with the Merger Agreement), or issue or authorize the issuance of any of its capital stock or other equity interests or any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or other equity interests or any rights, warrants or options to acquire any such shares of capital stock or other equity interests, except for any such transaction involving only wholly owned subsidiaries;

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issue, deliver, grant, sell, dispose of or encumber, or authorize the issuance, delivery, grant, sale, disposition or encumbrance of, any shares of the capital stock, voting securities or other equity interest in LiveRamp or any subsidiary or any securities convertible into or exchangeable or exercisable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares, voting securities or equity interest or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units or take any action to cause to be exercisable or vested any otherwise unexercisable or unvested equity award, subject to certain exceptions;

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except as required by applicable law or any LiveRamp benefit plan as in effect as of the date of the Merger Agreement, (i) increase the compensation or benefits payable or to become payable to any director, employee or other individual service provider, (ii) grant to any director, employee or other individual service provider any increase in severance or termination pay, (iii) pay or award, or commit to pay or award, any bonuses, retention or incentive compensation to any director, employee or other individual service provider, (iv) establish, adopt, enter into, amend, terminate or waive any of its rights under any collective bargaining agreement or LiveRamp benefit plan, (v) take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any LiveRamp benefit plan, (vi) terminate the employment or service of any employee or other individual service provider with annual base compensation of  $300,000 or more, in each case other than for cause, (vii) hire, engage or promote any employee or other individual service provider with annual base compensation of  $300,000 or more (including for clarity the promotion of any individual such that, after the promotion, the individual would have annual base compensation at such level or more), (viii) provide any funding for any rabbi trust or similar arrangement or take any other action to fund or in any other way secure the payment of compensation or benefits, or (ix) waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement or other restrictive covenant obligation of any current or former employee or other individual service provider;

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acquire (including by merger, consolidation or acquisition of stock or assets or any other means) or authorize or announce an intention to so acquire, or enter into any agreements providing for any acquisitions of, any equity interests in or all or a material portion of the assets of any person or any business or division thereof, or otherwise engage in any mergers, consolidations or business combinations, except for (A) transactions solely between LiveRamp and a wholly owned subsidiary or solely between wholly owned subsidiaries in the ordinary course of business, (B) acquisitions of supplies or equipment in the ordinary course of business consistent with past practice, or (C) acquisitions not in excess of  $2,500,000 in the aggregate;

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liquidate, dissolve, restructure, recapitalize or effect any other reorganization (including any reorganization or restructuring between or among any of LiveRamp and/or its subsidiaries), or adopt any plan or resolution providing for any of the foregoing;

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make any loans, advances or capital contributions to, or investments in, any other person, except for (A) loans solely among LiveRamp and wholly owned subsidiaries or solely among wholly owned subsidiaries, in each case, in the ordinary course of business, and (B) advances for reimbursable employee expenses, not to exceed $500,000 in the aggregate, in the ordinary course of business consistent with past practice;

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sell, lease, license, assign, cancel, abandon, fail to maintain, permit to lapse, transfer, exchange, swap or otherwise dispose of, or subject to any lien (other than permitted liens), any of its properties, rights or assets (including shares in the capital of subsidiaries), subject to certain ordinary course exceptions;

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enter into or become bound by, or amend, modify, terminate or waive any contract to the extent relating to the acquisition or disposition of, or granting of any license, covenant not to sue or similar right with respect to, intellectual property that is material to the business of LiveRamp and its subsidiaries, taken as a whole, including any covenant not to sue or covenant not to assert, other than non-exclusive licenses with respect to intellectual property or agreements with employees and independent contractors, in each case, in the ordinary course of business consistent with past practice;

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make any material reduction to (A) the security of, or any administrative, technical or physical safeguards related to, any LiveRamp information technology or privacy or data security or (B) any policies or procedures with respect to protected information or confidential or other sensitive information or privacy requirements, except as required by applicable law, any governmental entity or any contract in effect as of the date of the Merger Agreement;

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(A) enter into any contract that would, if entered into prior to the date of the Merger Agreement, be a material contract or (B) materially modify, materially amend, extend or terminate any material contract, or waive, release or assign any rights or claims under such contract;

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make any capital expenditure, enter into agreements or arrangements providing for capital expenditure or otherwise commit to do so, other than in accordance with the capital expenditure budget specified in the LiveRamp Disclosure Letter;

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waive, release, assign, compromise or settle any claim, litigation, investigation or proceeding (including with respect to matters in which LiveRamp or any of its subsidiaries is a plaintiff or in which any of their officers or directors in their capacities as such are parties), other than the compromise or settlement of claims, litigations, investigations or proceedings that: (A) are for an amount not to exceed for any such compromise or settlement, $500,000 individually or $2,500,000 in the aggregate, and (B) do not impose any injunctive or other non-monetary relief on LiveRamp or any subsidiary and do not involve the admission of wrongdoing by LiveRamp, any subsidiary or any of their respective officers or directors;

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make any material change in financial accounting policies, practices, principles or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, in each case, except as required by GAAP, other applicable national or international accounting standards, SEC rules and regulations or applicable law;

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amend or modify any privacy statement of LiveRamp or any subsidiary in any material respect, other than as required by applicable law;

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enter into any collective bargaining agreement or any material agreement with any labor organization, works council, trade union, labor association or other employee representative, except as required by applicable law;

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implement any closings or employee layoffs that would require notifications under the Worker Adjustment and Retraining Notification Act, or any similar state, local or foreign law;

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(A) make, other than in the ordinary course of business consistent with past practice, change or revoke any material tax election, (B) change any tax accounting period or material method of tax accounting, (C) amend any material tax return, in the case of  (A), (B) and (C), if such action could reasonably be expected to result in any increase in the tax liability of LiveRamp or any subsidiary for any tax period, (D) amend any U.S. federal income tax return, (E) settle or compromise any material liability for taxes or any tax audit, claim or other proceeding relating to a material amount of taxes, (F) enter into any “closing agreement” within the meaning of Section 7121 of the Internal Revenue Code of 1986 (or any similar provision of state, local or non-U.S. law), (G) surrender any right to claim a material refund of taxes, (H) request any ruling, permission or approval from any governmental entity with respect to taxes, or (I) agree to an extension or waiver of the statute of limitations with respect to a material amount of taxes, other than any automatic or automatically granted extensions or waivers of the statute of limitations in respect of filing tax returns, in the case of  (I), if such action could reasonably be expected to result in any increase in the tax liability of LiveRamp or any subsidiary for any tax period;

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redeem, repurchase, repay, prepay, defease, incur, assume, endorse, guarantee or otherwise become liable for or modify in any material respect the terms of any indebtedness, or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except (i) any redemption, repurchase, repayment, prepayment or incurrence of indebtedness solely among LiveRamp and its wholly owned subsidiaries or solely among wholly owned subsidiaries or (ii) guarantees by LiveRamp of indebtedness of wholly owned subsidiaries or guarantees by wholly owned subsidiaries of indebtedness of LiveRamp or any other wholly owned subsidiary, which indebtedness is incurred prior to the date of the Merger Agreement and which guarantees are required by the terms of such indebtedness as in effect as of the date of the Merger Agreement;

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cancel any of LiveRamp’s or any LiveRamp subsidiary’s material insurance policies or fail to pay the premiums on LiveRamp’s or any subsidiary’s material insurance policies such that such failure causes a cancellation of such policy, other than in the ordinary course of business consistent with past practice, or fail to use commercially reasonable efforts to maintain in the ordinary course LiveRamp’s material insurance policies;

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terminate, or modify or waive in any material respect, any right under any material LiveRamp permit; or

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agree or authorize, in writing or otherwise, to take any of the foregoing actions.

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The Merger Agreement is not intended to give to Parent, directly or indirectly, rights to control or direct LiveRamp’s or its subsidiaries’ operations prior to the Effective Time.

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No Solicitation; Change in Board Recommendation

No Solicitation

During the period commencing with the execution and delivery of the Merger Agreement and continuing until the earlier of the Effective Time and the termination of the Merger Agreement, except as expressly permitted by the Merger Agreement, LiveRamp has agreed that it will not, and will cause each of its subsidiaries, its and their respective officers, directors and other representatives (including the Board and any committee thereof) not to, directly or indirectly:

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solicit, initiate or knowingly encourage or facilitate (including by way of providing information or taking any other action) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which constitutes or would reasonably be expected to lead to an Acquisition Proposal;

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participate in any negotiations regarding, or furnish to any person any information relating to LiveRamp or any of its subsidiaries in connection with an actual or potential Acquisition Proposal, other than solely to state that LiveRamp and its representatives are prohibited from engaging in any such discussions or negotiations;

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adopt, approve, endorse or recommend, or propose to adopt, approve, endorse or recommend, any Acquisition Proposal;

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withdraw, change, amend, modify or qualify, or otherwise propose to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the LiveRamp board recommendation or resolve or agree to take any such action;

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if an Acquisition Proposal has been publicly disclosed, fail to publicly and without qualification recommend against any such Acquisition Proposal within ten (10) business days after the public disclosure of such Acquisition Proposal (or subsequently withdraw, change, amend, modify or qualify (or publicly propose to do so), in a manner adverse to Parent, such rejection) and reaffirm the LiveRamp board recommendation within such ten (10) business day period (or, with respect to any Acquisition Proposals or material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last ten (10) business days prior to the then-scheduled Special Meeting, fail to take the foregoing actions, with references to the applicable ten (10) business day period being replaced with three (3) business days);

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fail to include the LiveRamp board recommendation in this proxy statement;

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approve or authorize, or cause or permit LiveRamp or any of its subsidiaries to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal (other than an acceptable confidentiality agreement entered into in accordance with the Merger Agreement);

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call or convene a meeting of LiveRamp’s stockholders to consider a proposal that would reasonably be expected to prevent or materially impair or delay the consummation of the Transactions; or

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resolve, publicly propose or agree to do any of the foregoing (any act described in the third, fourth, fifth, sixth, seventh, eighth and/or this ninth bullet points in this section (to the extent related to third, fourth, fifth, sixth, seventh or eighth bullet points above), a “Change of Recommendation”).

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For purposes of the Merger Agreement, “Acquisition Proposal” means any offer, proposal or indication of interest from a person (other than a proposal or offer by Parent or any of its subsidiaries) at any time relating to any transaction or series of related transactions (other than the Transactions contemplated by the Merger Agreement) involving: (a) any acquisition or purchase by any person, directly or indirectly, of more than fifteen percent (15%) of any class of outstanding voting or equity securities of the Company (whether by voting power or number of shares), or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning more than fifteen percent (15%) of any class of outstanding voting or equity securities of the Company (whether by voting power or number of shares); (b) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving the Company and a

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person pursuant to which the Company stockholders immediately preceding such transaction hold less than eighty five percent (85%) of the equity interests in the surviving or resulting entity of such transaction immediately following the consummation of such transaction (whether by voting power or number of shares); or (c) any sale, lease, exchange, transfer or other disposition to a person of more than fifteen percent (15%) of the consolidated assets of LiveRamp and its subsidiaries (measured by the fair market value thereof).

LiveRamp also agreed that it will not waive, terminate or modify, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement.

Additionally, LiveRamp agreed that, immediately following the execution of the Merger Agreement, it will, and will cause its subsidiaries and its and their respective officers, directors and other representatives (including the Board and any committee thereof) to, cease any and all solicitation, knowing encouragement, discussions or negotiations with any persons (or provision of any nonpublic information regarding LiveRamp or its subsidiaries to any persons) with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal. Promptly after the date of the Merger Agreement (and in any event within one (1) business day), LiveRamp will (A) request in writing that each person (other than Parent) that has previously executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to LiveRamp all nonpublic information previously furnished to such person or its representatives in accordance with the terms of such confidentiality agreement, and (B) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such person and its representatives.

Non-Solicitation Exceptions

Notwithstanding the limitations described above, if LiveRamp receives, prior to obtaining the Requisite LiveRamp Stockholder Approval, a bona fide written Acquisition Proposal that did not result from a breach of the non-solicitation provisions of the Merger Agreement, which the Board determines in good faith (i) after consultation with LiveRamp’s outside legal counsel and financial advisors, constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal or (ii) after consultation with LiveRamp’s outside legal counsel, that the failure to take such action would reasonably be expected to be a breach of the directors’ fiduciary duties under applicable law, then the Company may take the following actions:

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furnish nonpublic information with respect to LiveRamp and its subsidiaries to the person making such Acquisition Proposal (and its representatives and sources of financing), if, and only if, prior to so furnishing such information, LiveRamp receives from such person an executed acceptable confidentiality agreement and LiveRamp also provides Parent, prior to or substantially concurrently with (and in any event within forty-eight (48) hours of) the time such information is provided or made available to such person or its representatives or sources of financing, any nonpublic information furnished to such other person or its representatives or sources of financing that was not previously furnished to Parent; and

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engage in discussions or negotiations with such person (and its representatives and sources of financing) with respect to such Acquisition Proposal.

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For purposes of the Merger Agreement, “Superior Proposal” means a bona fide, written Acquisition Proposal (with references in the definition of Acquisition Proposal to fifteen percent (15%) and eighty five percent (85%) being deemed to be replaced with references to fifty percent (50%) and fifty percent (50%), respectively) by a third party, which the Company Board of Directors determines in good faith after consultation with the Company’s outside legal and financial advisors to be more favorable to the Company’s stockholders from a financial point of view than the Merger, taking into account all relevant factors (including the transaction consideration, conditionality, timing, certainty of financing and/or regulatory approvals and likelihood of consummation) and the Merger Agreement (and any changes to the terms of the Merger Agreement proposed by Parent pursuant to its matching rights described below).

Notification to Parent

LiveRamp will promptly (and in any event within forty-eight (48) hours of receipt) notify Parent of the Company or any of its affiliates’ or its or their other representatives’ receipt of any Acquisition Proposal or any proposals or inquiries that could reasonably be expected to lead to an Acquisition Proposal. Such notice will indicate the identity of the

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person making the Acquisition Proposal or inquiry, and the material terms and conditions of such Acquisition Proposal and the nature of any information requested in connection with such proposal or inquiry, including unredacted copies of all written information requests or proposals, including proposed agreements and proposed financing commitments received by the Company or its representatives related to any Acquisition Proposal, or, if such Acquisition Proposal is not in writing, a reasonably detailed written description of the material terms and conditions thereof. The Company will keep Parent reasonably informed on a prompt and timely basis of the status and material terms (including any amendments or proposed amendments to such material terms, with any amendments or proposed amendments to economic terms being deemed material for this purpose) of any such Acquisition Proposal or potential Acquisition Proposal and keep Parent reasonably informed on a prompt and timely basis as to the nature of any information requested of LiveRamp with respect thereto, and will promptly (and in any event within forty-eight (48) hours of receipt) provide to Parent copies of all written proposals, offers and proposed agreements relating to an Acquisition Proposal received by LiveRamp or its representatives or, if such information or communication is not in writing, a reasonably detailed written description of the material contents thereof. LiveRamp will also promptly (and in any event within twenty-four (24) hours after such determination) inform Parent in writing if LiveRamp determines to begin providing information or to engage in discussions or negotiations concerning an Acquisition Proposal.

Changes in Board Recommendation

Notwithstanding the no-solicitation and Change of Recommendation restrictions in the Merger Agreement, but subject to certain procedural requirements, at any time prior to obtaining the Requisite LiveRamp Stockholder Approval, the Board may (i) make a Change of Recommendation (only of the type contemplated by the fourth, sixth or ninth bullet points (to the extent related to fourth and sixth bullet points) of the Change of Recommendation definition) in response to an Intervening Event if the Board has determined in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that the failure to take such action would reasonably be expected to be a breach of the directors’ fiduciary duties under applicable law, or (ii) make a Change of Recommendation and cause LiveRamp to terminate the Merger Agreement in order to enter into a definitive agreement providing for an Acquisition Proposal received after the date of the Merger Agreement (that did not result from a breach of the non-solicitation provisions), which the Board determines in good faith after consultation with the Company’s outside legal counsel and financial advisors constitutes a Superior Proposal, but only if the Board has determined in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that the failure to take such action would reasonably be expected to be a breach of the directors’ fiduciary duties under applicable law. Notwithstanding anything to the contrary in the Merger Agreement, neither LiveRamp nor any of its subsidiaries may enter into any acquisition agreement unless the Merger Agreement has been validly terminated. Further, none of the foregoing actions may be taken unless and until:

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in the case of a Change of Recommendation in response to a Superior Proposal, LiveRamp has provided Parent with four (4) business days’ prior written notice advising the Parent that the Board intends to take such action and specifying the material terms and conditions of the Acquisition Proposal, including a copy of any proposed definitive documentation; during such four (4) business day period, LiveRamp will cause its representatives (including its executive officers) to negotiate in good faith (to the extent Parent desires to negotiate) any proposal by Parent to amend the terms and conditions of the Merger Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal; and at the end of such four (4) business day period, the Board will again make all of the required determinations (after in good faith taking into account any amendments proposed by Parent); and

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if there are any material amendments, revisions or changes to the terms of any such Superior Proposal (including any revision to the amount, form or mix of consideration that LiveRamp’s stockholders would receive as a result of the Superior Proposal), LiveRamp will comply again with the notice requirement described in the bullet above, with references to the four (4) business day period being replaced with two (2) business days.

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In addition to the foregoing, notwithstanding anything in the Merger Agreement to the contrary, the Board may, at any time prior to obtaining the Requisite LiveRamp Stockholder Approval, effect a Change of Recommendation (only of the type contemplated by the fourth, sixth or ninth bullet points, to the extent related to the fourth or sixth bullet points of the Change of Recommendation definition above in response to an Intervening Event if:

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LiveRamp provides Parent with four (4) business days’ prior written notice advising Parent that the Board intends to effect a Change of Recommendation and specifying, in reasonable detail, the reasons therefor;

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during such four (4) business day period, LiveRamp causes its representatives (including its executive officers) to negotiate in good faith (to the extent Parent desires to negotiate) any proposal by Parent to amend the terms and conditions of the Merger Agreement in a manner that would obviate the need to effect a Change of Recommendation; and

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