Short answer
LiveRamp Holdings, Inc. (RAMP) filed an 8-K current report with the SEC on May 18, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.02 (Results of Operations and Financial Condition), Item 5.02 (Departure/Election of Directors or Officers), Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 7.01 (Regulation FD Disclosure). Publicis subsidiary agreement to acquire LiveRamp for $38.50 cash per share, making LiveRamp a wholly owned subsidiary upon closing.
LiveRamp Holdings, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Publicis subsidiary agreement to acquire LiveRamp for $38.50 cash per share, making LiveRamp a wholly owned subsidiary upon closing
- Unanimous board approval and recommendation; shareholder approval and regulatory clearances remain required closing conditions
- Closing could extend beyond May 16, 2027 by three months if specified regulatory approvals remain outstanding
- $32.35 million termination fee payable by either side in specified circumstances, including superior proposals or failed regulatory approvals
- LiveRamp shares would be delisted from NYSE and deregistered after merger completion
Item 2.02 · Results of Operations and Financial Condition
- Item 2.02 references earnings-related disclosure, but the provided excerpt contains only legal filing-status language
- Information excluded from Exchange Act Section 18 liability and generally not incorporated into registration statements
Item 5.02 · Departure/Election of Directors or Officers
- Retention awards approved for Scott Howe, Lauren Dillard, Jerry Jones and Vihan Sharma
- Awards total $2.5 million, including $1 million for Jerry Jones
- Cash payments due 30 days after merger closing, subject to continued employment
- Awards support executive retention through the merger transition
Item 5.03 · Amendments to Articles of Incorporation or Bylaws
- Board-approved bylaw restatement effective May 15, 2026
- Delaware courts designated exclusive forum for derivative, fiduciary-duty, DGCL, and internal corporate claims
- Federal district courts designated exclusive forum for Securities Act claims, subject to enforceability limits
- Forum provisions may reduce litigation costs and forum shopping, while limiting shareholder venue flexibility
Item 7.01 · Regulation FD Disclosure
- Reg FD disclosure tied to proposed Publicis acquisition of LiveRamp, with shareholder approval required
- Preliminary and definitive proxy statements to provide transaction terms and voting information
- Key closing risks: regulatory and shareholder approvals, termination rights, integration costs, synergies, litigation
- Investors should rely on the definitive proxy statement before voting; materials available through SEC and LiveRamp websites
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other LiveRamp Holdings, Inc. 8-K filings
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