Liquidity Services buys Auction Holdings; $80M base
The acquired platforms processed more than $500 million of gross merchandise sales in the year ended December 31, 2025.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Liquidity Services, Inc. completed its acquisition of Auction Holdings, Inc. on October 1, 2026. Auction Holdings operates Invaluable, AuctionZip and RFC Auction Systems. The $80 million base purchase price was in cash, funded with cash on hand on a debt-free, cash-free basis, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses.
$9.4 million of cash consideration otherwise payable to former stockholders was deposited into escrow for specified indemnification obligations and downward purchase-price adjustments. Portions of remaining escrow balances are scheduled for release following the 12-month and three-year closing anniversaries, subject to reserves for unresolved claims and the merger agreement.
The acquired platforms processed more than $500 million of gross merchandise sales in the year ended December 31, 2025, and provided access to approximately four million registered bidders globally. Liquidity Services expects the acquisition to be accretive to GAAP and Non-GAAP Adjusted Diluted EPS in fiscal 2027. The company did not provide a reconciliation of expected non-GAAP accretion to the comparable GAAP measure because certain reconciling items could not be reasonably estimated without unreasonable effort; those items could materially affect GAAP results and the acquisition’s impact on GAAP diluted EPS.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.FY27 EPS accretion expected for GAAP and Non-GAAP Adjusted Diluted EPS.
Negative
- None.
Insights
Analyzing...
8-K Event Classification
Key Figures
Key Terms
gross merchandise sales financial
debt-free, cash-free basis financial
escrow accounts financial
Non-GAAP Adjusted Diluted EPS financial
FAQ
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How much did LQDT pay for Auction Holdings?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On October 1, 2026, Liquidity Services, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with (i) Auction Holdings, Inc., a Delaware corporation (“Auction Holdings”), (ii) the Investors (as defined in the Merger Agreement), solely for purposes of the provisions specified in the Merger Agreement, (iii) Liquidity Services Alpha Ventures, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and (iv) Shareholder Representative Services LLC (solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (as defined in the Merger Agreement)), pursuant to which Merger Sub was merged with and into Auction Holdings, with Auction Holdings surviving as a wholly-owned subsidiary of the Company (the “Transaction”). Auction Holdings operates Invaluable, AuctionZip, and RFC Auction Systems, leading online marketplace and technology platforms serving auction houses, collectors and buyers in the fine art, antiques, jewelry, decorative arts, and estate markets.
The Company acquired Auction Holdings through the Transaction for a base purchase price of $80 million in cash, funded with cash on hand and subject to customary adjustments for cash, indebtedness, working capital and transaction expenses, including post-closing adjustments. Of the cash consideration otherwise payable to former stockholders at closing, an aggregate of $9.4 million was deposited into escrow accounts to support specified indemnification obligations and downward purchase-price adjustments. Subject to reserves for unresolved claims and the terms of the Merger Agreement, portions of the remaining escrow balances are scheduled for release following the 12-month and three-year anniversaries of closing.
The Merger Agreement contains customary representations, warranties and covenants of the parties. In connection with the closing, certain key employees entered into separate restrictive covenant agreements providing for noncompetition and non-solicitation restrictions for periods of 12 or 24 months, as applicable, and the Investors entered into separate non-solicitation agreements. The Merger Agreement also provides for indemnification by the Company and specified former stockholders of Auction Holdings for breaches of representations, warranties and applicable covenants and certain other specified matters, subject to negotiated limitations.
The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. On October 1, 2026, the Company completed the Transaction, resulting in the acquisition of Auction Holdings.
Item 7.01 Regulation FD Disclosure.
On October 1, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 Agreement and Plan of Merger, dated October 1, 2026, by and among(i) the Company, (ii) Auction Holdings, (iii) the Investors, (iv) Merger Sub, and (v) Shareholder Representative Services LLC (solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders).
99.1 Press Release, dated October 1, 2026.
104 Cover Page Interactive Data File, embedded within the Inline XBRL document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: October 1, 2026 |
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Mark A. Shaffer |
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Exhibit 99.1
LIQUIDITY SERVICES ACQUIRES INVALUABLE MARKETPLACE
Acquisition Expands Global Footprint in Collectibles, Fine Art, and Antiques with Additional Scale, Services and Innovation for Auction Houses and Bidders
Bethesda, MD – October 1, 2026 - Liquidity Services (NASDAQ:LQDT; www.liquidityservices.com), a leading global provider of e-commerce marketplace solutions that power the circular economy, today announced that it has completed the acquisition of Auction Holdings, Inc., which operates Invaluable, AuctionZip, and RFC Auction Systems, leading online marketplace and technology platforms serving auction houses, collectors and buyers in the collectibles, fine art, antiques, jewelry, decorative arts, and estate markets.
An industry pioneer, Invaluable operates a trusted, leading global online auction marketplace and suite of technology solutions that power the management and sale of treasured, one-of-a-kind items for thousands of auction houses and millions of collectors. Invaluable’s large global buyer base, private-label and auction-management software, integrated marketing services, payments and shipping capabilities allow sellers to maximize sales and operational efficiencies in the $10 Billion+ collectibles, art and antiques market as it continues its transition to online commerce. Additionally, AuctionZip operates a U.S.-focused online auction marketplace and directory that connects local and regional auctioneers with millions of buyers across estate, collectibles, furniture, jewelry, decorative art, real estate and other categories in the lower middle market.
For its four million buyers and collectors, Invaluable provides a convenient online marketplace to research, bid, and buy items from auction houses worldwide on its multi-currency, multi-lingual platform. The platform’s proprietary pricing data developed over two decades is offered via a subscription service to help sellers and buyers enhance their underwriting and analysis of the global collectibles, fine art and antiques marketplace.
The acquisition supports Liquidity Services’ strategy to invest in marketplace platforms in sectors ripe for innovation and Invaluable’s business is highly complementary to Liquidity Services’ core capabilities and markets. Liquidity Services expects to leverage its marketplace operating expertise, buyer monetization capabilities, technology and security infrastructure and value-added services experience to help auction houses increase sales, improve transaction execution and pursue growth across the combined platform.
“We are excited to welcome the talented team and customers of Invaluable to the Liquidity Services family,” said Bill Angrick, Chairman and CEO of Liquidity Services. “Our shared goal is to help Invaluable’s auction-house customers innovate and grow their business by strengthening the technology, services and buyer-engagement tools available to them. By combining Invaluable’s category leadership with Liquidity Services’ proven marketplace operating and merchandising capabilities, we will create meaningful value for auction houses, buyers and shareholders.”
“Invaluable has spent decades building a trusted technology platform for auction houses and collectors around the world,” said Brett Malone, CEO of Invaluable. “Joining Liquidity Services will allow us to accelerate our product roadmap in areas such as shipping and payments, lean into AI to unlock new efficiencies and experiences, expand global demand, and deliver the best possible platform for both bidders and auction houses. We expect these efforts will help auction houses increase bidder participation, improve sell-through and grow their businesses. We look forward to continuing to serve auction-house customers under the Invaluable and AuctionZip brands, with the same customer-first approach and category expertise they know today, while gaining access to additional resources and marketplace expertise from Liquidity Services.”
Following the closing, Invaluable’s leadership team is expected to remain with and continue to operate the Invaluable and AuctionZip businesses that serve thousands of auction houses and provide access to approximately four million registered bidders globally, processing more than $500 million of gross merchandise sales through their platform for their most recent fiscal year ended December 31, 2025.
Liquidity Services acquired the businesses for a base purchase price of $80 million in cash, on a debt-free, cash-free basis, subject to customary adjustments, funded with cash on hand. The acquisition is expected to be accretive to the company’s GAAP and Non-GAAP Adjusted Diluted EPS in FY27.
Canaccord Genuity acted as exclusive financial advisor to Invaluable.
About Invaluable
Invaluable is the world’s leading online marketplace and technology platform for estate, fine art, antiques and collectibles auctions. Invaluable enables more than four million collectors around the globe to discover and acquire objects they are passionate
about, with confidence and convenience, from thousands of the world’s premier traditional auction houses. Invaluable software and services help auction houses manage and market auctions online. For more than twenty years, its innovations have powered the technology, marketing and research needs of some of the most successful brands in the global auction industry, including Sotheby’s, Bonhams, Artcurial and Tajan, to name a few of the thousands of auction houses served.
About Liquidity Services
Liquidity Services (NASDAQ:LQDT) is the leading global provider of e-commerce marketplaces and software solutions powering the circular economy with over $15 billion in completed transactions to more than six million qualified buyers and 15,000 corporate and government sellers worldwide. The company supports its clients' sustainability efforts by helping them extend the life of assets, prevent unnecessary waste and carbon emissions, and reduce the number of products headed to landfills.
Note on Non-GAAP Measures
Liquidity Services has not provided a reconciliation of its expected fiscal 2027 accretion to Non-GAAP Adjusted Diluted EPS to the most directly comparable GAAP measure because the timing and amount of certain reconciling items, including acquisition-related expenses, amortization of acquired intangible assets and related tax effects, cannot be reasonably estimated without unreasonable effort. These items could materially affect GAAP results and the acquisition’s impact on GAAP diluted earnings per share.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expected accretion to Non-GAAP Adjusted Diluted EPS in fiscal year 2027, anticipated synergies and other benefits of the acquisition, growth opportunities, expansion and adoption of value-added services, technology and product development plans, integration plans and expected leadership continuity. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including failure or delay in achieving anticipated accretion, synergies and other benefits; higher-than-expected integration costs, business disruption and diversion of management resources; loss of auction-house customers, buyers, key employees or other business relationships; slower adoption of online auctions and paid services, reduced auction supply, bidder demand or asset values, and competitive pricing pressure; difficulties executing technology and product development plans, modernizing systems and migrating data; disruptions or changes affecting third-party search, marketing, cloud, payment and shipping services, including AI-driven changes in traffic and customer acquisition; cybersecurity incidents, data privacy and security obligations, transaction fraud, payment disputes and reputational harm; liabilities arising from pre-closing operations; tax and regulatory requirements; acquisition-related accounting adjustments and goodwill or intangible-asset impairment; and changes in economic and market conditions, including geopolitical conflicts such as the U.S.–Israel–Iran conflict and resulting effects on energy prices, inflation, transportation, sanctions, trade and currency exchange rates. Additional risks are described in Part I, Item 1A of Liquidity Services’ Annual Report on Form 10-K for the fiscal year ended September 30, 2025, Part II, Item 1A of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. Liquidity Services undertakes no obligation to update any forward-looking statements except as required by law.
Contact
Liquidity Services
Investor Relations
investorrelations@liquidityservices.com