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Liquidity Services (NASDAQ: LQDT) CFO sells 3,842 shares after option exercise

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Liquidity Services Inc EVP & CFO Jorge Celaya reported an option exercise combined with a small share sale. He exercised 10,000 stock options at $9.46 per share. According to the disclosure, 6,158 shares were withheld by the issuer to cover the option cost and taxes, and 3,842 shares were acquired for his benefit.

Those 3,842 shares were held indirectly through The Jorge Celaya Revocable Trust and were then sold at $37.26 per share in an open‑market transaction. Following the exercise, the trust held 70,737 shares of common stock, and after the sale it held 66,895 shares. Celaya also continues to hold a range of unexercised stock options and restricted stock units that vest over several years, some of which depend on the company achieving specified financial milestones.

Positive

  • None.

Negative

  • None.
Insider Celaya Jorge
Role EVP & Chief Financial Officer
Sold 3,842 shs ($143K)
Type Security Shares Price Value
Exercise Stock Option Grant 10,000 $0.00 --
Exercise Common Stock 3,842 $9.46 $36K
Sale Common Stock 3,842 $37.26 $143K
holding Restricted Stock Unit Grant -- -- --
holding Restricted Stock Unit Grant -- -- --
holding Restricted Stock Unit Grant -- -- --
holding Restricted Stock Unit Grant -- -- --
holding Restricted Stock Unit Grant -- -- --
holding Restricted Stock Unit Grant -- -- --
holding Restricted Stock Unit Grant -- -- --
holding Stock Option Grant -- -- --
holding Stock Option Grant -- -- --
holding Stock Option Grant -- -- --
holding Stock Option Grant -- -- --
holding Stock Option Grant -- -- --
holding Stock Option Grant -- -- --
holding Stock Option Grant -- -- --
holding Stock Option Grant -- -- --
holding Stock Option Grant -- -- --
holding Stock Option Grant -- -- --
holding Stock Option Grant -- -- --
Holdings After Transaction: Stock Option Grant — 0 shares (Direct, null); Common Stock — 70,737 shares (Indirect, By the Jorge Celaya Revocable Trust); Restricted Stock Unit Grant — 5,177 shares (Direct, null)
Footnotes (1)
  1. These options became fully exercisable on January 1, 2025. These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones. 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. 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. These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock. 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. 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. 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. 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. 12/48th of this option grant will vest on January 1, 2027, and, thereafter, an additional 1/48th will vest each month for thirty-six months. 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. The reporting person exercised 10,000 stock options; 6,158 shares were withheld by the issuer to pay the cost of the options and taxes and the remaining 3,842 shares were acquired by the reporting person. These options became fully exercisable on January 1, 2026.
Options exercised 10,000 shares Stock options exercised at $9.46 per share
Exercise price $9.46/share Strike price for 10,000 options exercised
Shares withheld 6,158 shares Withheld by issuer for option cost and taxes
Shares sold 3,842 shares Common stock sold by revocable trust
Sale price $37.26/share Price for 3,842 shares of common stock sold
Holdings after exercise 70,737 shares Trust holdings after option exercise, before sale
Holdings after sale 66,895 shares Trust holdings after selling 3,842 shares
Stock Option Grant financial
"security_title: "Stock Option Grant""
Restricted Stock Unit Grant financial
"security_title: "Restricted Stock Unit Grant""
Revocable Trust financial
"nature_of_ownership: "By the Jorge Celaya Revocable Trust""
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
financial milestones financial
"based on the Issuer's achievement of certain financial milestones"
vesting financial
"12/48th of this option grant vested on January 1, 2024"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
economic equivalent financial
"Each restricted stock unit is the economic equivalent of one share"
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SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 MARYLAND 20814

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC [ LQDT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/04/2026M(13)3,842A$9.4670,737IBy the Jorge Celaya Revocable Trust
Common Stock06/04/2026S3,842D$37.2666,895IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit Grant(6) (8)01/01/2027Common Stock5,1775,177D
Restricted Stock Unit Grant(6) (7)01/01/2028Common Stock13,38713,387D
Restricted Stock Unit Grant(6) (9)01/01/2029Common Stock15,37515,375D
Restricted Stock Unit Grant(6) (12)01/01/2030Common Stock32,85032,850D
Restricted Stock Unit Grant(6) (5)01/01/2027Common Stock5,3555,355D
Restricted Stock Unit Grant(6) (5)01/01/2029Common Stock10,25010,250D
Restricted Stock Unit Grant(6) (5)01/01/2030Common Stock32,85032,850D
Stock Option Grant$22.2 (14)12/07/2031Common Stock7,7407,740D
Stock Option Grant$14 (3)12/23/2032Common Stock16,64016,640D
Stock Option Grant$17.31 (4)12/22/2033Common Stock19,43519,435D
Stock Option Grant$21.62 (10)10/30/2034Common Stock17,35017,350D
Stock Option Grant$23.52 (11)10/29/2035Common Stock31,65031,650D
Stock Option Grant$9.4606/04/2026M10,000 (2)12/01/2030Common Stock10,000$00D
Stock Option Grant$22.2 (2)12/07/2031Common Stock3,0963,096D
Stock Option Grant$14 (2)12/23/2032Common Stock13,38713,387D
Stock Option Grant$17.31 (2)12/22/2033Common Stock21,64021,640D
Stock Option Grant$21.62 (2)10/30/2034Common Stock17,35017,350D
Stock Option Grant$23.52 (2)10/29/2035Common Stock31,65031,650D
Stock Option Grant$9.46 (1)12/01/2030Common Stock6,5966,596D
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. 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.
4. 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.
5. These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
6. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
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. The reporting person exercised 10,000 stock options; 6,158 shares were withheld by the issuer to pay the cost of the options and taxes and the remaining 3,842 shares were acquired by the reporting person.
14. These options became fully exercisable on January 1, 2026.
/s/ Mark A. Shaffer, by power of attorney06/08/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did LQDT CFO Jorge Celaya report?

Jorge Celaya reported exercising 10,000 stock options at $9.46 and an associated sale of 3,842 common shares at $37.26. The issuer withheld 6,158 shares to cover the option cost and taxes, leaving 3,842 shares for his benefit.

How many Liquidity Services (LQDT) shares did the Celaya trust sell?

The Jorge Celaya Revocable Trust sold 3,842 shares of Liquidity Services common stock at $37.26 per share. These shares came from an option exercise where 10,000 options were exercised and a portion of the resulting shares was sold.

What were Jorge Celaya’s holdings after these LQDT transactions?

After exercising options, the Celaya trust held 70,737 Liquidity Services shares, then 66,895 shares following the 3,842‑share sale. In addition, Celaya retains multiple unexercised stock option and restricted stock unit grants that may vest over future years.

How were taxes and costs handled in the LQDT CFO’s option exercise?

When Jorge Celaya exercised 10,000 stock options, 6,158 shares were withheld by Liquidity Services to pay the option cost and related taxes. The remaining 3,842 shares from the exercise were delivered for his benefit before being sold by his revocable trust.

What equity incentives does the LQDT CFO still hold after this Form 4?

Celaya continues to hold various stock option and restricted stock unit grants tied to Liquidity Services common stock. Many vest in installments through dates such as January 1, 2029 and January 1, 2030, with some vesting based on the company’s financial milestones.