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

Rhea-AI Filing Summary

Jorge Celaya, EVP & Chief Financial Officer of Liquidity Services, Inc. (LQDT), reported insider transactions on Form 4 dated 08/25/2025. The reporting shows net issuances from restricted stock unit vesting: 2,143 shares (net of 1,999 shares withheld for taxes) and 1,385 shares (net of 1,292 shares withheld), increasing his indirect ownership to 34,330 and 35,715 shares respectively across two entries attributable to the Jorge Celaya Revocable Trust.

The filing also lists multiple outstanding equity awards held directly by Mr. Celaya, including restricted stock units scheduled to vest between 2026 and 2029 (notably grants of 2,180, 10,355, 20,081, 20,500 and others) and stock options with exercise prices and expirations ranging from $6.69 to $22.20 and expirations through 2034. Several grants are subject to time- or performance-based vesting per the explanations provided.

Positive

• Net issuance of vested restricted stock units rather than open-market sales, indicating retention of shares after tax withholding
• Comprehensive disclosure of vesting schedules and option exercise prices through 2034 provides transparency on executive incentives

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine executive compensation-related equity activity: net RSU issuances and a portfolio of outstanding options and RSUs; no sale or external transfer reported.

The Form 4 discloses net issuances from RSU vesting on 08/25/2025 and a schedule of existing equity awards held by the CFO. The transactions are reflected as indirect ownership via a revocable trust and show tax-withholding shares surrendered to the issuer rather than open-market sales. The listed stock options and RSUs include a mix of time-based and performance-contingent vesting, with exercise prices from $6.69 to $22.20 and expirations through 2034, indicating multi-year incentive alignment with the company.

Corporate Governance Expert

TL;DR: Disclosure is consistent with compensation vesting and standard Section 16 reporting obligations; no governance concerns evident from this filing alone.

The filing documents routine net issuances resulting from RSU vesting and extensive outstanding equity awards for the CFO. Withholdings to satisfy tax obligations were executed by the issuer, a common practice that avoids open-market share sales. Several awards are conditioned on financial milestones, which ties executive pay to company performance as disclosed. The Form 4 contains clear vesting schedules and exercise details, meeting standard transparency expectations for insider reporting.

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

OMB APPROVAL

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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^*

Celaya Jorge

(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 Financial Officer

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(14)		2,143	A	$0	34,330	I	By the Jorge Celaya Revocable Trust
Common Stock	08/25/2025		M(15)		1,385	A	$0	35,715	I	By the Jorge Celaya 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	(8)							(10)	01/01/2026	Common Stock	2,180		2,180	D
Restricted Stock Unit Grant	(8)							(11)	01/01/2027	Common Stock	10,355		10,355	D
Restricted Stock Unit Grant	(8)							(9)	01/01/2028	Common Stock	20,081		20,081	D
Restricted Stock Units	(8)							(12)	01/01/2029	Common Stock	20,500		20,500	D
Restricted Stock Unit Grant	(8)							(7)	01/01/2026	Common Stock	5,232		5,232	D
Restricted Stock Unit Grant	(8)	08/25/2025		M			4,142	(7)	01/01/2026	Common Stock	14,497	$0	10,355	D
Restricted Stock Unit Grant	(8)	08/25/2025		M			2,677	(7)	01/01/2027	Common Stock	21,420	$0	18,743	D
Restricted Stock Unit Grant	(8)							(7)	01/01/2029	Common Stock	20,500		20,500	D
Stock Option Grant	$6.69							(2)	12/03/2029	Common Stock	13,770		13,770	D
Stock Option Grant	$9.46							(1)	12/01/2030	Common Stock	55,050		55,050	D
Stock Option Grant	$22.2							(4)	12/07/2031	Common Stock	7,740		7,740	D
Stock Option Grant	$14							(5)	12/23/2032	Common Stock	16,640		16,640	D
Stock Option Grant	$17.31							(6)	12/22/2033	Common Stock	21,640		21,640	D
Stock Option Grant	$21.62							(13)	10/30/2034	Common Stock	17,350		17,350	D
Stock Option Grant	$9.46							(3)	12/01/2030	Common Stock	55,050		55,050	D
Stock Option Grant	$22.2							(3)	12/07/2031	Common Stock	7,740		7,740	D
Stock Option Grant	$14							(3)	12/23/2032	Common Stock	16,640		16,640	D
Stock Option Grant	$17.31							(3)	12/22/2033	Common Stock	21,640		21,640	D
Stock Option Grant	$21.62							(3)	10/30/2034	Common Stock	17,350		17,350	D

Explanation of Responses:

1. These options became fully exercisable on January 1, 2025.

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

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, 2023 and thereafter, an additional 1/48th will vest each month for thirty-six months.

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

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

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. Represents the net issuance of 2,143 shares from the vesting of 4,142 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 1,999 shares.

15. Represents the net issuance of 1,385 shares from the vesting of 2,677 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 1,292 shares.

	/s/ Mark A. Shaffer, by power of attorney	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did LQDT CFO Jorge Celaya report on Form 4?

The Form 4 reports net issuances from RSU vesting on 08/25/2025: 2,143 and 1,385 shares (net of tax withholding), and lists multiple outstanding RSUs and stock options.

Did Jorge Celaya sell any Liquidity Services (LQDT) shares in this filing?

No. The filing shows net issuances from restricted stock unit vesting with shares withheld for taxes; there are no open-market sales reported.

How many shares did the issuer withhold for taxes related to the RSU vesting?

The issuer withheld 1,999 shares for the 4,142-unit vesting and 1,292 shares for the 2,677-unit vesting.

Are there performance conditions on any of the reported equity awards?

Yes. The explanatory notes state some options and restricted stock units vest based on the issuer's achievement of certain financial milestones.

What is the range of exercise prices and expiration years for the stock options reported?

Exercise prices range from $6.69 to $22.20, with option expirations noted through 2034.