Form 4: Celaya Jorge reports acquisition/exercise transactions in LQDT

Rhea-AI Filing Summary

Celaya Jorge reported acquisition or exercise transactions in a Form 4 filing for LQDT. The filing lists transactions totaling 27,809 shares. Following the reported transactions, holdings were 5,355 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^*

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)
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)		2,159	A	$0	49,765	I	By the Jorge Celaya Revocable Trust
Common Stock	02/13/2026		M(15)		4,096	A	$0	53,861	I	By the Jorge Celaya Revocable Trust
Common Stock	02/13/2026		M(16)		3,135	A	$0	56,996	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	(7)							(9)	01/01/2027	Common Stock	5,177		5,177	D
Restricted Stock Unit Grant	(7)							(8)	01/01/2028	Common Stock	13,387		13,387	D
Restricted Stock Unit Grant	(7)							(10)	01/01/2029	Common Stock	15,375		15,375	D
Restricted Stock Unit Grant	(7)							(13)	01/01/2030	Common Stock	32,850		32,850	D
Restricted Stock Unit Grant	(7)	02/13/2026		M			4,236	(6)	01/01/2026	Common Stock	8,284	$0	0(17)	D
Restricted Stock Unit Grant	(7)	02/13/2026		M			8,033	(6)	01/01/2027	Common Stock	13,388	$0	5,355	D
Restricted Stock Unit Grant	(7)	02/13/2026		M			6,150	(6)	01/01/2029	Common Stock	20,500	$0	14,350	D
Restricted Stock Unit Grant	(7)							(6)	01/01/2029	Common Stock	20,500		20,500	D
Restricted Stock Unit Grant	(7)							(6)	01/01/2030	Common Stock	32,850		32,850	D
Stock Option Grant	$9.46							(1)	12/01/2030	Common Stock	47,560		47,560	D
Stock Option Grant	$22.2							(3)	12/07/2031	Common Stock	7,740		7,740	D
Stock Option Grant	$14							(4)	12/23/2032	Common Stock	16,640		16,640	D
Stock Option Grant	$17.31							(5)	12/22/2033	Common Stock	21,640		21,640	D
Stock Option Grant	$21.62							(11)	10/30/2034	Common Stock	17,350		17,350	D
Stock Option Grant	$23.52							(12)	10/29/2035	Common Stock	31,650		31,650	D
Stock Option Grant	$9.46							(2)	12/01/2030	Common Stock	55,050		55,050	D
Stock Option Grant	$22.2							(2)	12/07/2031	Common Stock	7,740		7,740	D
Stock Option Grant	$14							(2)	12/23/2032	Common Stock	16,640		16,640	D
Stock Option Grant	$17.31							(2)	12/22/2033	Common Stock	21,640		21,640	D
Stock Option Grant	$21.62							(2)	10/30/2034	Common Stock	17,350		17,350	D
Stock Option Grant	$23.52							(2)	10/29/2035	Common Stock	31,650		31,650	D

Explanation of Responses:

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

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

3. These options became fully exercisable on January 1, 2026.

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 vested on January 1, 2025 and thereafter, an additional 1/48th will vest each month for thirty-six months.

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

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

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. 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, 2026, January 1, 2027, January 1, 2028 and January 1, 2029.

11. 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.

12. 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.

13. 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.

14. Represents the net issuance of 2,159 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 2,077 shares.

15. Represents the net issuance of 4,096 shares from the vesting of 8,033 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 3,937 shares.

16. Represents the net issuance of 3,135 shares from the vesting of 6,150 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 3,015 shares.

17. 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).
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FAQ

What insider transaction did LQDT EVP & CFO Jorge Celaya report?

Jorge Celaya reported the vesting and conversion of multiple restricted stock unit grants into Liquidity Services common stock on February 13, 2026. These were non-cash derivative exercises, with resulting shares held indirectly via his revocable trust and some RSUs forfeited under grant terms.

How many Liquidity Services (LQDT) shares did Celaya’s trust hold after the Form 4 transactions?

After the reported activity, the Jorge Celaya Revocable Trust beneficially owned 56,996 shares of Liquidity Services common stock. This figure reflects net shares received from RSU vesting events after tax withholding, as detailed in the non-derivative ownership table and related footnotes.

Were any Liquidity Services (LQDT) shares sold in Jorge Celaya’s Form 4 filing?

The Form 4 shows no sales of Liquidity Services common stock by Jorge Celaya. Reported transactions use code M, indicating RSU exercises or conversions, with shares issued at $0 and some withheld by the issuer to satisfy tax obligations rather than sold in the market.

How were taxes handled on Jorge Celaya’s RSU vesting for LQDT?

Taxes were satisfied through share withholding by Liquidity Services. For example, from 4,236 vested RSUs, 2,077 shares were withheld; from 8,033 RSUs, 3,937 shares; and from 6,150 RSUs, 3,015 shares, leaving the reported net share issuances to Celaya’s trust.

What happened to performance-based RSUs in this LQDT insider report?

The filing states that 4,048 performance-based RSUs did not vest by the end of the performance period on January 1, 2026. In accordance with the grant terms, these unvested RSUs were forfeited, reducing Jorge Celaya’s remaining performance-related restricted stock unit awards.

Does Jorge Celaya hold Liquidity Services (LQDT) shares directly or indirectly?

The common stock reported in Table I is held indirectly through the Jorge Celaya Revocable Trust. The Form 4 classifies this ownership as indirect, while the underlying RSU and stock option awards in Table II are shown as directly owned derivative securities by the reporting person.