Form 4: Shaffer Mark A reports acquisition/exercise transactions in LQDT

Rhea-AI Filing Summary

Shaffer Mark A reported acquisition or exercise transactions in a Form 4 filing for LQDT. The filing lists transactions totaling 18,170 shares. Following the reported transactions, holdings were 2,926 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^*

Shaffer Mark A

(Last) (First) (Middle)

C/O LIQUIDITY SERVICES, INC.

6931 ARLINGTON ROAD, SUTIE 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)
	VP, Gen. Counsel & Secretary

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(12)		1,794	A	$0	63,122	I	By The Mark A. Shaffer Revocable Trust
Common Stock	02/13/2026		M(13)		2,973	A	$0	66,095	I	By The Mark A. Shaffer Revocable Trust
Common Stock	02/13/2026		M(14)		2,571	A	$0	68,666	I	By The Mark A. Shaffer Revocable Trust

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
Stock Option Grant	$22.2							(1)	12/07/2031	Common Stock	322		322	D
Stock Option Grant	$14							(4)	12/23/2032	Common Stock	3,035		3,035	D
Stock Option Grant	$17.31							(5)	12/22/2033	Common Stock	8,622		8,622	D
Stock Option Grant	$21.62							(7)	10/30/2034	Common Stock	10,700		10,700	D
Stock Option Grant	$23.52							(10)	10/29/2035	Common Stock	13,750		13,750	D
Stock Option Grant	$22.2							(3)	12/07/2031	Common Stock	4,644		4,644	D
Stock Option Grant	$14							(3)	12/23/2032	Common Stock	4,162		4,162	D
Stock Option Grant	$17.31							(3)	12/22/2033	Common Stock	11,825		11,825	D
Stock Option Grant	$21.62							(3)	10/30/2034	Common Stock	10,700		10,700	D
Stock Option Grant	$23.52							(3)	10/29/2035	Common Stock	13,750		13,750	D
Restricted Stock Unit Grant	(2)							(15)	01/01/2027	Common Stock	3,237		3,237	D
Restricted Stock Unit Grant	(2)							(8)	01/01/2028	Common Stock	7,315		7,315	D
Restricted Stock Unit Grant	(2)							(6)	01/01/2029	Common Stock	9,487		9,487	D
Restricted Stock Unit Grant	(2)							(11)	01/01/2030	Common Stock	14,250		14,250	D
Restricted Stock Unit Grant	(2)	02/13/2026		M			2,648	(9)	01/01/2026	Common Stock	5,180	$0	0(16)	D
Restricted Stock Unit Grant	(2)	02/13/2026		M			4,389	(9)	01/01/2027	Common Stock	7,315	$0	2,926	D
Restricted Stock Unit Grant	(2)	02/13/2026		M			3,795	(9)	01/01/2029	Common Stock	12,650	$0	8,855	D
Restricted Stock Unit Grant	(2)							(9)	01/01/2030	Common Stock	14,250		14,250	D

Explanation of Responses:

1. These options became fully vested on January 1, 2026.

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

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

4. 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.

5. 12/48th of this option grant will vest on January 1, 2025 and thereafter, an additional 1/48th will vest each month for thirty-six months.

6. 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.

7. 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.

8. 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.

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

10. 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.

11. 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.

12. Represents the net issuance of 1,794 shares from the vesting of 2,648 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 854 shares.

13. Represents the net issuance of 2,973 shares from the vesting of 4,389 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 1,416 shares.

14. Represents the net issuance of 2,571 shares from the vesting of 3,795 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 1,224 shares.

15. 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.

16. The remaining 2,532 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	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).
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FAQ

What insider equity transactions did LQDT report for Mark A. Shaffer?

Mark A. Shaffer reported RSU vesting and derivative conversions into Liquidity Services common stock. Several restricted stock unit grants converted at a $0 exercise price, with shares withheld for taxes and net shares credited primarily to The Mark A. Shaffer Revocable Trust.

How many LQDT shares does Mark A. Shaffer’s trust hold after these transactions?

Following the February 13, 2026 transactions, The Mark A. Shaffer Revocable Trust holds 68,666 shares of Liquidity Services common stock. This reflects net issuances of 1,794, 2,973 and 2,571 shares after the issuer withheld shares to satisfy tax obligations at vesting.

Were any of Mark A. Shaffer’s LQDT restricted stock units forfeited?

Yes. The filing states that 2,532 restricted stock units did not vest by the end of the performance period on January 1, 2026 and were forfeited. These RSUs were tied to performance milestones and lapsed under the grant’s terms when those criteria were not met.

Did Mark A. Shaffer buy or sell LQDT shares on the open market?

The reported transactions involve RSU vesting and derivative conversions coded as “M,” with a $0 exercise price and tax withholding in shares. There is no indication of open-market purchases or sales; activity reflects equity compensation settling into common stock.

What stock option grants for LQDT does Mark A. Shaffer hold?

Shaffer holds multiple Liquidity Services stock option grants with exercise prices including $22.20, $14.00, $17.31, $21.62 and $23.52. These options cover various common share amounts and have expirations ranging from December 7, 2031 through October 29, 2035, with structured vesting schedules.

How do Mark A. Shaffer’s LQDT RSUs vest over time?

Shaffer’s RSUs vest under a mix of time-based and performance-based conditions. Several grants vest 25% annually on specified January 1 dates between 2024 and 2030, while others vest only if Liquidity Services meets defined financial milestones, as detailed in the explanatory footnotes.

How were taxes handled on Mark A. Shaffer’s LQDT RSU vesting?

For multiple RSU vestings, Liquidity Services satisfied federal and state withholding taxes by retaining a portion of the shares. For example, from 2,648 RSUs, 854 shares were withheld and 1,794 issued net to the trust, with similar withholding patterns on the other vested RSU blocks.