SEC FORM 4SEC 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
 
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1. Name and Address of Reporting Person*
Celaya Jorge

(Last)(First)(Middle)
C/O LIQUIDITY SERVICES, INC.
6931 ARLINGTON ROAD, SUITE 460

(Street)
BETHESDAMD20814

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC [ LQDT ]
Foreign Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
checkbox checkedOfficer (give title below)Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checkedForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/21/2026M(14)1,367A$068,262IBy the Jorge Celaya Revocable Trust
Common Stock08/21/2026M(15)1,047A$069,309IBy 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)08/21/2026M2,677 (5)01/01/2027Common Stock5,355$02,678D
Restricted Stock Unit Grant(6)08/21/2026M2,050 (5)01/01/2029Common Stock10,250$08,200D
Restricted Stock Unit Grant(6) (5)01/01/2030Common Stock32,85032,850D
Stock Option Grant$22.2 (13)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$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. These options became fully exercisable on January 1, 2026.
14. Represents the net issuance of 1,367 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 1,310 shares.
15. Represents the net issuance of 1,047 shares from the vesting of 2,050 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 1,003 shares.
/s/ Mark A. Shaffer, by power of attorney08/25/2026
** Signature of Reporting PersonDate
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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