SEC FORM 4

SEC FORM 4SEC 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

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2026		M⁽¹³⁾		3,758	A	$9.46	54,723	I	By the Jorge Celaya Revocable Trust
Common Stock	05/26/2026		S		3,758	D	$35	50,965	I	By the Jorge Celaya Revocable Trust
Common Stock	05/26/2026		M⁽¹⁴⁾		3,768	A	$9.46	54,733	I	By the Jorge Celaya Revocable Trust
Common Stock	05/26/2026		S		3,768	D	$35.24	50,965	I	By the Jorge Celaya Revocable Trust
Common Stock	05/26/2026		M⁽¹⁵⁾		3,777	A	$9.46	54,742	I	By the Jorge Celaya Revocable Trust
Common Stock	05/26/2026		S		3,777	D	$35.49	50,965	I	By the Jorge Celaya Revocable Trust
Common Stock	05/26/2026		M		6,596	A	$9.46	57,561	I	By the Jorge Celaya Revocable Trust
Common Stock	05/26/2026		M		2,096	A	$22.2	59,657	I	By the Jorge Celaya Revocable Trust
Common Stock	05/26/2026		M		5,033	A	$14	64,690	I	By the Jorge Celaya Revocable Trust
Common Stock	05/26/2026		M		2,205	A	$17.31	66,895	I	By the Jorge Celaya Revocable Trust
Common Stock	05/27/2026		M⁽¹⁵⁾		3,797	A	$9.46	70,692	I	By the Jorge Celaya Revocable Trust
Common Stock	05/27/2026		S		3,797	D	$35.99	66,895	I	By the Jorge Celaya Revocable Trust
Common Stock	05/27/2026		M⁽¹⁶⁾		1,523	A	$9.46	68,418	I	By the Jorge Celaya Revocable Trust
Common Stock	05/27/2026		S		1,523	D	$36.24	66,895	I	By the Jorge Celaya Revocable Trust
Common Stock	05/28/2026		M⁽¹⁸⁾		3,815	A	$9.46	70,710	I	By the Jorge Celaya Revocable Trust
Common Stock	05/28/2026		S		3,815	D	$36.49	66,895	I	By the Jorge Celaya Revocable Trust
Common Stock	05/28/2026		M⁽¹⁹⁾		2,283	A	$9.46	69,178	I	By the Jorge Celaya Revocable Trust
Common Stock	05/28/2026		S		2,283	D	$36.24	66,895	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit Grant	⁽⁶⁾							⁽⁸⁾	01/01/2027	Common Stock	5,177		5,177	D
Restricted Stock Unit Grant	⁽⁶⁾							⁽⁷⁾	01/01/2028	Common Stock	13,387		13,387	D
Restricted Stock Unit Grant	⁽⁶⁾							⁽⁹⁾	01/01/2029	Common Stock	15,375		15,375	D
Restricted Stock Unit Grant	⁽⁶⁾							⁽¹²⁾	01/01/2030	Common Stock	32,850		32,850	D
Restricted Stock Unit Grant	⁽⁶⁾							⁽⁵⁾	01/01/2027	Common Stock	5,355		5,355	D
Restricted Stock Unit Grant	⁽⁶⁾							⁽⁵⁾	01/01/2029	Common Stock	10,250		10,250	D
Restricted Stock Unit Grant	⁽⁶⁾							⁽⁵⁾	01/01/2030	Common Stock	32,850		32,850	D
Stock Option Grant	$17.31							⁽⁴⁾	12/22/2033	Common Stock	21,640		21,640	D
Stock Option Grant	$21.62							⁽¹⁰⁾	10/30/2034	Common Stock	17,350		17,350	D
Stock Option Grant	$23.52							⁽¹¹⁾	10/29/2035	Common Stock	31,650		31,650	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
Stock Option Grant	$9.46	05/26/2026⁽¹⁷⁾		M			46,596	⁽¹⁾	12/01/2030	Common Stock	47,560	$0	964	D
Stock Option Grant	$22.2	05/26/2026		M			2,096	⁽²⁾	12/07/2031	Common Stock	7,740	$0	5,644	D
Stock Option Grant	$14	05/26/2026		M			5,033	⁽³⁾	12/23/2032	Common Stock	16,640	$0	11,607	D
Stock Option Grant	$17.31	05/26/2026		M			2,205	⁽⁴⁾	12/22/2033	Common Stock	21,640	$0	19,435	D
Stock Option Grant	$9.46	05/27/2026⁽²⁰⁾		M			20,000	⁽²⁾	12/01/2030	Common Stock	55,050	$0	35,050	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. 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; 6,242 shares were withheld by the issuer to pay the cost of the options and taxes and the remaining 3,758 shares were acquired by the reporting person.

14. The reporting person exercised 10,000 stock options; 6,232 shares were withheld by the issuer to pay the cost of the options and taxes and the remaining 3,768 shares were acquired by the reporting person.

15. The reporting person exercised 10,000 stock options; 6,203 shares were withheld by the issuer to pay the cost of the options and taxes and the remaining 3,797 shares were acquired by the reporting person.

16. The reporting person exercised 4,002 stock options; 2,479 shares were withheld by the issuer to pay the cost of the options and taxes and the remaining 1,523 shares were acquired by the reporting person.

17. 36,596 options were exercised on May 26, 2026 and 10,000 options were exercised on May 27, 2026.

18. The reporting person exercised 10,000 stock options; 6,185 shares were withheld by the issuer to pay the cost of the options and taxes and the remaining 3,815 shares were acquired by the reporting person.

19. The reporting person exercised 5,998 stock options; 3,715 shares were withheld by the issuer to pay the cost of the options and taxes and the remaining 2,283 shares were acquired by the reporting person.

20. 4,002 options were exercised on May 27, 2026 and 15,998 options were exercised on May 28, 2026.

	/s/ Mark A. Shaffer, by power of attorney	05/28/2026
	** 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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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)

EVP & Chief Financial Officer Celaya Jorge exercised 38,651 shares at a strike of $11.19 and sold $812,153 worth of shares (22,721 units at $35.74) (SEC Form 4)