Liquidity Services (LQDT) director George Ellis retires as board shrinks to seven members

Rhea-AI Filing Summary

Liquidity Services, Inc. reported that long-time director George H. Ellis will retire from its Board of Directors effective February 4, 2026, as part of the company’s long-term succession planning. He has served on the Board since May 2010 and previously chaired the Audit Committee from 2010 through February 2024.

Following his departure, the Board size will decrease from 8 to 7 directors. The Audit Committee and the Corporate Governance and Nominating Committee will each be reduced from 4 to 3 independent directors, reflecting a streamlined governance structure after his retirement. The company states his retirement is not due to any disagreement regarding operations, policies, or practices.

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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

Date of Report (Date of earliest event reported): February 03, 2026

Liquidity Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			0-51813	52-2209244
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
6931 Arlington Road Suite 460
Bethesda, Maryland				20814
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 202 4676868

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		LQDT		The Nasdaq Stock Market

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

Departure of Director

On February 3, 2026, George H. Ellis, a member of the Board of Directors (the “Board”) of Liquidity Services, Inc. (the “Company”), the Corporate Governance and Nominating Committee (the “Governance Committee”), and the Audit Committee, notified the Company of his intention to retire from the Board effective February 4, 2026. Mr. Ellis has served as a director of the Company since May 2010. His retirement comes as part of the Company’s long-term succession planning process and is not as a result of any disagreement with the Company on any matter relating to its operations, policies or practices.

The Company thanks Mr. Ellis for his many years of service and his past leadership as Chair of the Audit Committee, a position he held from 2010 through February 2024.

Immediately following the departure of Mr. Ellis, the Board has agreed the following changes will take effect: (1) the size of the Board will be reduced from 8 to 7 directors; and (2) the size of each of the Audit Committee and the Governance Committee will be reduced from 4 to 3 independent directors.

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.

	LIQUIDITY SERVICES, INC.
	(Registrant)
Date: February 9, 2026	By:	/s/ Mark A. Shaffer
	Name:		Mark A. Shaffer
	Title:		Chief Legal Officer and Corporate Secretary

FAQ

What director change did Liquidity Services (LQDT) disclose in this 8-K?

Liquidity Services disclosed that director George H. Ellis will retire from its Board effective February 4, 2026. He has served since May 2010 and previously led the Audit Committee, with the move framed as part of long-term succession planning rather than any disagreement.

Why is George H. Ellis retiring from the Liquidity Services (LQDT) Board?

George H. Ellis is retiring as part of Liquidity Services’ long-term succession planning process. The company explicitly states his departure is not due to any disagreement about operations, policies, or practices, indicating a planned and orderly transition rather than a conflict-driven exit.

How will the Liquidity Services (LQDT) Board size change after Ellis’s retirement?

After George H. Ellis retires effective February 4, 2026, the Liquidity Services Board will shrink from 8 to 7 directors. This adjustment aligns the Board’s size with the reduced number of members following his departure, without indicating any immediate additions or replacements in this filing.

What happens to the Audit Committee after George H. Ellis leaves Liquidity Services (LQDT)?

When George H. Ellis retires, the Liquidity Services Audit Committee will be reduced from 4 to 3 independent directors. Ellis previously chaired this committee from 2010 through February 2024, so the change reflects both his exit and a smaller post-retirement committee structure.

How is the Corporate Governance and Nominating Committee at Liquidity Services (LQDT) affected?

Following George H. Ellis’s retirement, the Corporate Governance and Nominating Committee will decrease from 4 to 3 independent directors. This mirrors the Board’s decision to streamline committee sizes after his departure rather than appointing an immediate replacement to maintain the prior composition.

Did Liquidity Services (LQDT) report any disagreement with George H. Ellis in connection with his retirement?

Liquidity Services states that George H. Ellis’s retirement is not due to any disagreement with the company on operations, policies, or practices. The filing frames his departure as a normal part of long-term succession planning, signaling a cooperative and orderly leadership transition.

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