[Form 4] Liquidity Services, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mark A. Shaffer, VP, General Counsel & Secretary of Liquidity Services, Inc. (LQDT), reported multiple equity transactions on 08/25/2025 that increased his indirect holdings via The Mark A. Shaffer Revocable Trust. The filing shows net issuance of 1,550 shares and 875 shares from the vesting of restricted stock units, resulting in 46,796 and 47,671 shares beneficially owned following those transactions. The report also lists numerous outstanding stock options and restricted stock unit grants with specified vesting schedules and exercise prices, including options with exercise prices of $14.00, $17.31, $21.62, and $22.20, and RSU tranches vesting between 2026 and 2029. Certain RSUs and options vest contingent on financial milestones, and share withholding satisfied federal and state tax obligations upon vesting.

Positive

• Increased beneficial ownership reported: post-transaction totals of 46,796 and 47,671 shares held indirectly by the reporting person
• Transparent disclosure of detailed vesting schedules and exercise prices for options and RSUs

Negative

• Net share withholding reduced issued shares at vesting (1,040 and 588 shares withheld) which lowered net issuance to the reporting person
• Significant outstanding option/RSU pool (tens of thousands of underlying shares) represents potential future dilution if exercised or vested

Insights

Corporate Governance Expert

TL;DR: Routine insider vesting and option grants disclosed; ownership increases were via RSU net issuances and are largely indirect.

The Form 4 details customary equity compensation activity for a senior officer: net issuance of vested restricted stock units and disclosure of multiple outstanding option and RSU grants with staggered vesting schedules and milestone conditions. Holdings are reported as indirect through a revocable trust, with post-transaction beneficial ownership totals provided. The filing is informational for governance and dilution tracking but does not itself indicate operational changes.

Securities Analyst

TL;DR: Material for cap table and potential future dilution; no cash transactions reported.

The report enumerates vested RSUs (net issuances of 1,550 and 875 shares) and multiple option grants totaling tens of thousands of underlying shares, with exercise prices listed. Several grants vest based on financial milestones, which may affect future dilution if milestones are met. The disclosure aids modeling of potential share count but contains no revenue, expense, or market-impact data.

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)
08/25/2025

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	08/25/2025		M(12)		1,550	A	$0	46,796	I	By The Mark A. Shaffer Revocable Trust
Common Stock	08/25/2025		M(13)		875	A	$0	47,671	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
Restricted Stock Unit Grant	(2)							(8)	01/01/2026	Common Stock	2,180		2,180	D
Restricted Stock Unit Grant	(2)							(9)	01/01/2027	Common Stock	6,475		6,475	D
Restricted Stock Unit Grant	(2)							(10)	01/01/2028	Common Stock	10,972		10,972	D
Restricted Stock Unit Grant	(2)							(6)	01/01/2029	Common Stock	12,650		12,650	D
Restricted Stock Unit Grant	(2)							(11)	01/01/2026	Common Stock	5,232		5,232	D
Restricted Stock Unit Grant	(2)							(11)	01/01/2029	Common Stock	12,650		12,650	D
Stock Option Grant	$21.62							(7)	10/30/2034	Common Stock	10,700		10,700	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	$22.2							(1)	12/07/2031	Common Stock	1,774		1,774	D
Stock Option Grant	$14							(4)	12/23/2032	Common Stock	4,986		4,986	D
Stock Option Grant	$17.31							(5)	12/22/2033	Common Stock	8,622		8,622	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	9,365		9,365	D
Restricted Stock Unit Grant	(2)	08/25/2025		M			2,590	(11)	01/01/2026	Common Stock	9,065	$0	6,475	D
Restricted Stock Unit Grant	(2)	08/25/2025		M			1,463	(11)	01/01/2027	Common Stock	11,704	$0	10,241	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 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, 2023, January 1, 2024, January 1, 2025 and January 1, 2026

9. 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.

10. 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.

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

12. Represents the net issuance of 1,550 shares from the vesting of 2,590 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 1,040 shares.

13. Represents the net issuance of 875 shares from the vesting of 1,463 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 588 shares.

	/s/ Mark A. Shaffer	09/09/2025
	** 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 transactions did Mark A. Shaffer report on Form 4 for LQDT?

The filing reports net issuances of 1,550 and 875 shares from vested restricted stock units on 08/25/2025, plus multiple outstanding option and RSU grants with detailed vesting terms.

How many shares does Mark A. Shaffer beneficially own after the reported transactions?

The report shows 46,796 and 47,671 shares beneficially owned following the reported transactions (indirectly via his revocable trust).

Are any grants contingent on performance milestones?

Yes. The filing states certain options and restricted stock units vest based on the issuer's achievement of certain financial milestones.

What exercise prices are disclosed for the stock option grants?

Disclosed exercise prices include $14.00, $17.31, $21.62, and $22.20 for various option grants.

Did the company withhold shares for taxes upon vesting?

Yes. The issuer withheld 1,040 and 588 shares to satisfy federal and state withholding obligations at vesting.