LiveRamp Holdings, Inc.

On November 2, 2026 (the “Closing Date”), MMS USA Holdings, Inc., a Delaware corporation (“Parent”), completed the previously announced acquisition of LiveRamp Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of May 16, 2026 (the “Merger Agreement”), by and among Parent, Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”), the Company, and solely for the purposes of Section 10.14 thereof, Publicis Groupe S.A., a French société anonyme. Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned direct subsidiary of Parent (the “Surviving Corporation”).

The Merger Agreement and the transactions contemplated thereby, including the Merger, were previously described in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on May 18, 2026 and the definitive proxy statement filed with the SEC by the Company on July 6, 2026.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.10 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any (i) Company Common Stock owned by stockholders that properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law, (ii) Company Common Stock owned by the Company, Parent or Merger Sub and (iii) Company Common Stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) was converted into the right to receive $38.50 in cash, without interest (the “Merger Consideration”).

In addition, pursuant to the Merger Agreement, at the Effective Time:

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) of the completion of the Merger and requested that the trading of shares of Company Common Stock on the NYSE be halted prior to the market open on November 2, 2026. As a result, all shares of Company Common Stock were removed from trading on the NYSE prior to the market open on November 2, 2026. The NYSE has filed with the SEC a Notification of Removal From Listing and/or Registration on Form 25 in order to delist the Company Common Stock from the NYSE. Such delisting will result in the deregistration of the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a certification on Form 15 to cause the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was cancelled and converted automatically, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.

Item 5.01 Change in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, at the Effective Time, a change in control of the Company occurred and the Company became a wholly owned direct subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Director and Officer Changes

In connection with the Merger, each member of the board of directors of the Company as of immediately prior to the Effective Time resigned as a director of the Company, effective as of the Effective Time. These resignations were in connection with the Merger and not a result of any disagreements between the Company and the resigning directors on any matter relating to the Company’s operations, policies or practices. In addition, each executive officer of the Company as of immediately prior to the Effective Time ceased to serve as an executive officer of the Company, effective as of the Effective Time. In accordance with the Merger Agreement, from and after the Effective Time, the officers and directors of Merger Sub immediately prior to the Effective Time became the officers and directors of the Surviving Corporation.

In accordance with the terms of the Merger Agreement, the Company approved the grant of an additional retention award to Matt Karasick, the Company’s Chief Product Officer and a named executive officer, for a total retention amount of $1,625,000, which is inclusive of the cash retention award that was previously approved and disclosed for Mr. Karasick in the definitive proxy statement filed by the Company in respect of the Merger on July 6, 2026. The award is payable on the thirtieth day following the Effective Time (or such earlier date as Parent may determine), contingent upon Mr. Karasick signing a mutually agreeable employment agreement on or before November 30, 2026.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation was amended and restated in its entirety and as so amended and restated became the certificate of incorporation of the Surviving Corporation, and the bylaws of the Company were amended and restated in their entirety and as so amended and restated became the bylaws of the Surviving Corporation. Copies of the amended and restated certificate of incorporation and the bylaws of the Surviving Corporation are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following items are filed as exhibits to this Current Report on Form 8-K.