Form 4: Daunt John reports acquisition/exercise transactions in LQDT

Rhea-AI Filing Summary

Daunt John reported acquisition or exercise transactions in a Form 4 filing for LQDT. The filing lists transactions totaling 37,884 shares at a weighted average price of $30.57 per share. Following the reported transactions, holdings were 3,865 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^*

Daunt John

(Last) (First) (Middle)

C/O LIQUIDITY SERVICES, INC.

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)
	EVP, Chief Commercial 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(14)		2,697	A	$0	50,749	I	By The Daunt Family Trust
Common Stock	02/13/2026		J(15)		2,697	D	$30.57	48,052	I	By The Daunt Family Trust
Common Stock	02/13/2026		M(16)		3,692	A	$0	51,744	I	By The Daunt Family Trust
Common Stock	02/13/2026		J(17)		3,692	D	$30.57	48,052	I	By The Daunt Family Trust
Common Stock	02/13/2026		M(18)		4,221	A	$0	52,273	I	By The Daunt Family Trust
Common Stock	02/13/2026		J(19)		4,221	D	$30.57	48,052	I	By The Daunt Family 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
Restricted Stock Unit Grant	(2)							(10)	01/01/2027	Common Stock	5,177		5,177	D
Restricted Stock Unit Grant	(2)							(11)	01/01/2028	Common Stock	9,662		9,662	D
Restricted Stock Unit Grant	(2)							(8)	01/01/2029	Common Stock	16,575		16,575	D
Restricted Stock Unit Grant	(2)							(12)	01/01/2030	Common Stock	25,750		25,750	D
Restricted Stock Unit Grant	(2)	02/13/2026		M			4,236	(3)	01/01/2026	Common Stock	8,284	$0	0(20)	D
Restricted Stock Unit Grant	(2)	02/13/2026		M			5,798	(3)	01/01/2027	Common Stock	9,663	$0	3,865	D
Restricted Stock Unit Grant	(2)	02/13/2026		M			6,630	(3)	01/01/2029	Common Stock	22,100	$0	15,470	D
Restricted Stock Unit Grant	(2)							(3)	01/01/2030	Common Stock	25,750		25,750	D
Stock Option Grant	$9.46							(7)	12/01/2030	Common Stock	1,275		1,275	D
Stock Option Grant	$22.2							(1)	12/07/2031	Common Stock	2,096		2,096	D
Stock Option Grant	$14							(5)	12/23/2032	Common Stock	7,003		7,003	D
Stock Option Grant	$17.31							(6)	12/22/2033	Common Stock	11,390		11,390	D
Stock Option Grant	$21.62							(9)	10/30/2034	Common Stock	18,700		18,700	D
Stock Option Grant	$23.52							(13)	10/29/2035	Common Stock	24,800		24,800	D
Stock Option Grant	$6.11							(4)	12/04/2028	Common Stock	10,066		10,066	D
Stock Option Grant	$22.2							(4)	12/07/2031	Common Stock	4,644		4,644	D
Stock Option Grant	$14							(4)	12/23/2032	Common Stock	16,640		16,640	D
Stock Option Grant	$17.31							(4)	12/22/2033	Common Stock	15,620		15,620	D
Stock Option Grant	$21.62							(4)	10/30/2034	Common Stock	18,700		18,700	D
Stock Option Grant	$23.52							(4)	10/29/2035	Common Stock	24,800		24,800	D

Explanation of Responses:

1. 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.

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

3. These restricted stock units 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 Issuer's achievement of certain financial milestones.

5. 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.

6. 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.

7. These options became fully exercisable on January 1, 2024.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. Represents the net issuance of 2,697 shares from the vesting of 4,236 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 1,539 shares.

15. 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 2,697 shares received by the reporting person in connection with the vesting of 4,236 restricted stock units.

16. Represents the net issuance of 3,692 shares from the vesting of 5,798 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 2,106 shares.

17. 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 3,692 shares received by the reporting person in connection with the vesting of 5,798 restricted stock units.

18. Represents the net issuance of 4,221 shares from the vesting of 6,630 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 2,409 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 4,221 shares received by the reporting person in connection with the vesting of 6,630 restricted stock units.

20. The remaining 4,048 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 EVP John Daunt report on February 13, 2026?

John Daunt reported vesting of several restricted stock unit grants that converted into common shares and were partly withheld for taxes. Net shares of 2,697, 3,692 and 4,221 were issued to The Daunt Family Trust and then sold, with remaining indirect holdings reported.

How many Liquidity Services (LQDT) shares did The Daunt Family Trust sell and at what price?

The Daunt Family Trust sold 2,697, 3,692 and 4,221 Liquidity Services common shares received from RSU vesting. Each sale occurred at a price of $30.57 per share, following the issuer’s policy of withholding some shares for taxes and selling the balance for cash proceeds.

How many Liquidity Services (LQDT) shares does The Daunt Family Trust hold after these transactions?

Following the reported RSU-related issuances and sales, The Daunt Family Trust holds 48,052 shares of Liquidity Services common stock indirectly for John Daunt. This balance reflects the trust’s position after the February 13, 2026 transactions and associated tax withholding and sale activity.

What happened to John Daunt’s performance-based RSUs that did not vest at Liquidity Services (LQDT)?

The filing notes that 4,048 restricted stock units did not vest by January 1, 2026, the last day of the performance period. Because the performance conditions were not satisfied by that date, these RSUs were forfeited according to the original terms of the grant.

What equity awards does John Daunt still hold at Liquidity Services (LQDT)?

John Daunt continues to hold several restricted stock unit grants and stock option awards. These include RSUs scheduled to vest between 2027 and 2030 and options with expiration dates extending through 2035, many tied to time-based schedules or specified financial performance milestones.

How are John Daunt’s RSU vestings and sales structured under Liquidity Services (LQDT) policies?

When RSUs vest, shares are first withheld to cover federal and state taxes. The remaining shares are then sold, with sale proceeds used to cover any fees and the net cash delivered to the reporting person. The February 13, 2026 events follow this standard release method.