Form 4: Murray Novelette reports acquisition/exercise transactions in LQDT

Rhea-AI Filing Summary

Murray Novelette reported acquisition or exercise transactions in a Form 4 filing for LQDT. The filing lists transactions totaling 18,985 shares at a weighted average price of $30.57 per share. Following the reported transactions, holdings were 2,142 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Murray Novelette

(Last) (First) (Middle)

6931 ARLINGTON ROAD SUITE 460

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC [ LQDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		M(16)		1,398	A	$0	26,570	D
Common Stock	02/13/2026		J(19)		1,398	D	$30.57	25,172	D
Common Stock	02/13/2026		M(17)		2,122	A	$0	27,294	D
Common Stock	02/13/2026		J(20)		2,122	D	$30.57	25,172	D
Common Stock	02/13/2026		M(18)		1,882	A	$0	27,054	D
Common Stock	02/13/2026		J(21)		1,882	D	$30.57	25,172	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit Grant	(2)							(12)	01/01/2027	Common Stock	2,589		2,589	D
Restricted Stock Unit Grant	(2)							(13)	01/01/2028	Common Stock	5,355		5,355	D
Restricted Stock Unit Grant	(2)							(11)	01/01/2029	Common Stock	7,125		7,125	D
Restricted Stock Unit Grant	(2)							(15)	01/01/2030	Common Stock	10,550		10,550	D
Restricted Stock Unit Grant	(2)	02/13/2026		M			2,118	(3)	01/01/2026	Common Stock	4,142	$0	0(22)	D
Restricted Stock Unit Grant	(2)	02/13/2026		M			3,213	(3)	01/01/2027	Common Stock	5,355	$0	2,142	D
Restricted Stock Unit Grant	(2)	02/13/2026		M			2,850	(3)	01/01/2029	Common Stock	9,500	$0	6,650	D
Restricted Stock Unit Grant	(2)							(3)	01/01/2030	Common Stock	10,550		10,550	D
Stock Option Grant	$10.3							(5)	02/02/2027	Common Stock	1,850		1,850	D
Stock Option Grant	$9.46							(1)	12/01/2030	Common Stock	7,693		7,693	D
Stock Option Grant	$22.2							(7)	12/07/2031	Common Stock	6,190		6,190	D
Stock Option Grant	$14							(8)	12/23/2032	Common Stock	5,027		5,027	D
Stock Option Grant	$17.31							(9)	12/22/2033	Common Stock	8,660		8,660	D
Stock Option Grant	$21.62							(10)	10/30/2034	Common Stock	8,000		8,000	D
Stock Option Grant	$23.5							(14)	10/29/2035	Common Stock	10,150		10,150	D
Stock Option Grant	$10.3							(4)	02/02/2027	Common Stock	1,054		1,054	D
Stock Option Grant	$22.2							(6)	12/07/2031	Common Stock	6,190		6,190	D
Stock Option Grant	$14							(6)	12/23/2032	Common Stock	8,320		8,320	D
Stock Option Grant	$17.31							(6)	12/22/2033	Common Stock	8,660		8,660	D
Stock Option Grant	$21.62							(6)	10/30/2034	Common Stock	8,000		8,000	D
Stock Option Grant	$23.5							(6)	10/29/2035	Common Stock	10,150		10,150	D

Explanation of Responses:

1. 12/48th of this option grant vested on January 1, 2022 and thereafter, an additional 1/48th will vest each month for thirty-six months.

2. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

3. These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.

4. These options become exercisable, if at all, based on the completion of the Issuer's strategic transformation as well as the Issuer's achievement of certain financial milestones.

5. 15/48th of this option grant vested on January 1, 2018 and thereafter, an additional 1/48th vests each month for thirty-three months.

6. These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

7. 12/48th of this option grant vested on January 1, 2023 and thereafter, an additional 1/48th will vest each month for thirty-six months.

8. 12/48th of this option grant vested on January 1, 2024 and thereafter, an additional 1/48th will vest each month for thirty-six months.

9. 12/48th of this option grant vested on January 1, 2025 and thereafter, an additional 1/48th will vest each month for thirty-six months.

10. 12/48th of this option grant will vest on January 1, 2026 and thereafter, an additional 1/48th will vest each month for thirty-six months.

11. Twenty-five percent of this restricted stock unit grant vests on each of January 1, 2026, January 1, 2027, January 1, 2028 and January 1, 2029.

12. Twenty-five percent of this restricted stock unit grant vests on each of January 1, 2024, January 1, 2025, January 1, 2026 and January 1, 2027.

13. Twenty-five percent of this restricted stock unit grant vests on each of January 1, 2025, January 1, 2026, January 1, 2027 and January 1, 2028.

14. 12/48th of this option grant will vest on January 1, 2027, and, thereafter, an additional 1/48th will vest each month for thirty-six months.

15. Twenty-five percent of this restricted stock unit grant vests on each of January 1, 2027, January 1, 2028, January 1, 2029 and January 1, 2030.

16. Represents the net issuance of 1,398 shares from the vesting of 2,118 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 720 shares.

17. Represents the net issuance of 2,122 shares from the vesting of 3,213 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 1,091 shares.

18. Represents the net issuance of 1,882 shares from the vesting of 2,850 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 968 shares.

19. In accordance with the Issuer's policies, the reporting person elected the following release method with respect to the vesting of restricted stock units: shares are withheld to cover taxes and remaining shares are sold. The sale proceeds are used to cover fees and the balance is received by the reporting person in cash. This transaction reflects the sale of the 1,398 shares received by the reporting person in connection with the vesting of 2,118 restricted stock units.

20. In accordance with the Issuer's policies, the reporting person elected the following release method with respect to the vesting of restricted stock units: shares are withheld to cover taxes and remaining shares are sold. The sale proceeds are used to cover fees and the balance is received by the reporting person in cash. This transaction reflects the sale of the 2,122 shares received by the reporting person in connection with the vesting of 3,213 restricted stock units.

21. In accordance with the Issuer's policies, the reporting person elected the following release method with respect to the vesting of restricted stock units: shares are withheld to cover taxes and remaining shares are sold. The sale proceeds are used to cover fees and the balance is received by the reporting person in cash. This transaction reflects the sale of the 1,882 shares received by the reporting person in connection with the vesting of 2,850 restricted stock units.

22. The remaining 2,024 RSUs did not vest by the last day of the performance period (January 1, 2026) and as such, were forfeited in accordance with the terms of the grant.

	/s/ Mark A. Shaffer, by power of attorney	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did LQDT Chief Human Resources Officer report?

The Chief Human Resources Officer reported RSU vesting and related share sales. Three RSU tranches vested and converted to common stock, with shares withheld for taxes and remaining shares sold for cash under company policy.

How many Liquidity Services (LQDT) shares did Murray Novelette sell?

Murray Novelette sold 1,398, 2,122 and 1,882 common shares. These sales followed RSU vesting, with shares sold at $30.57 per share after the issuer withheld a portion to cover federal and state tax obligations.

At what price were the LQDT shares sold in this Form 4 filing?

The reported common share sales were executed at $30.57 per share. These transactions reflected the automatic sale of net shares received from RSU vesting, after tax withholding, with proceeds used to cover fees and the remaining cash delivered.

How many LQDT common shares does the insider own after these transactions?

Following the reported RSU vesting and share sales, the insider directly owned 25,172 LQDT common shares. This figure reflects the balance after issuing new shares from vested RSUs and immediately selling the net shares under the company’s release method.

What happened to the performance-based RSUs mentioned in the LQDT Form 4?

The filing states that 2,024 performance-based RSUs did not vest by January 1, 2026. Because the required conditions were not achieved by the performance period end, those unvested RSUs were forfeited under the terms of the grant.

What derivative awards does the LQDT insider continue to hold after these transactions?

The insider continues to hold several restricted stock unit and stock option grants. These awards cover various share amounts and vesting dates, with RSUs generally equal to one common share each and options exercisable over time or upon achieving specified financial and strategic milestones.