Stockholders' Equity

9 Months Ended

Jun. 30, 2025

Stockholders' Equity Note [Abstract]

10.

Stockholders’ Equity

The changes in stockholders’ equity for the prior year comparable period are as follows:


						Additional									Accumulated Other
	Common Stock					Paid-in			Treasury Stock						Comprehensive			Retained
	Shares			Amount		Capital			Shares			Amount			Loss			Earnings			Total
Balance at September 30, 2023		36,142,345		$	36	$	265,945			(5,433,045	)	$	(84,031	)	$	(10,458	)	$	(9,958	)	$	161,533
Net income		—			—		—			—			—			—			1,907			1,907
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units		59,471			—		127			—			—			—			—			127
Taxes paid associated with net settlement of stock compensation awards		(12,058	)		—		(224	)		—			—			—			—			(224	)
Common stock repurchased		—			—		—			(68,692	)		(1,171	)		—			—			(1,171	)
Stock compensation expense		—			—		2,249			—			—			—			—			2,249
Foreign currency translation and other		—			—		—			—			—			958			—			958
Balance at December 31, 2023		36,189,758		$	36	$	268,096			(5,501,737	)	$	(85,202	)	$	(9,500	)	$	(8,051	)	$	165,379
Net income		—			—		—			—			—			—			5,709			5,709
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units		353,069			—		—			—			—			—			—			—
Taxes paid associated with net settlement of stock compensation awards		(66,464	)		—		(1,142	)		—			—			—			—			(1,142	)
Common stock repurchased		—			—		—			(473,953	)		(7,907	)		—			—			(7,907	)
Stock compensation expense		—			—		2,343			—			—			—			—			2,343
Foreign currency translation		—			—		—			—			—			(457	)		—			(457	)
Balance at March 31, 2024		36,476,363		$	36	$	269,297			(5,975,690	)	$	(93,109	)	$	(9,957	)	$	(2,342	)	$	163,925
Net income		—			—		—			—			—			—			6,000			6,000
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units		53,921			—		—			—			—			—			—			—
Taxes paid associated with net settlement of stock compensation awards		(4,678	)		—		(89	)		—			—			—			—			(89	)
Common stock repurchased		—			—		—			(22,242	)		(373	)		—			—			(373	)
Stock compensation expense		—			—		2,617			—			—			—			—			2,617
Foreign currency translation		—			—		—			—			—			(110	)		—			(110	)
Balance at June 30, 2024		36,525,606		$	36	$	271,825			(5,997,932	)	$	(93,482	)	$	(10,067	)	$	3,658		$	171,970

Stock Compensation Incentive Plans

The Company maintains the Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan (as amended, the LTIP) under which stock options, restricted stock units (RSUs), restricted stock awards (RSAs), and cash-settled stock appreciation rights (SARs) have been issued, and a private placement issuance related to the Company's acquisition of Bid4Assets. During the year ended September 30, 2024, the Company's shareholders approved an amendment to the LTIP to increase the number of shares of common stock from 20,300,000 to 22,800,000, reserved for future issuance of awards under the LTIP. Vesting of RSUs and grants of RSAs count as 1.5x shares against the plan reserves. As of June 30, 2025, 1,289,677 shares of common stock remained available for use.

Stock Compensation Expense

The table below presents the components of share-based compensation expense (in thousands):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Equity-classified awards:
Stock options	$	563	$	550	$	1,595	$	1,574
RSUs & RSAs		2,949		2,067		7,927		5,634
Total Equity-classified awards	$	3,512	$	2,617	$	9,522	$	7,208

The table below presents the components of share-based compensation expense by line-item within our Condensed Consolidated Statements of Operations (in thousands):


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Stock compensation expense by function
Technology and operations	$	581	$	405	$	1,559	$	1,085
Sales and marketing		1,142		692		3,016		1,967
General and administrative		1,789		1,520		4,947		4,156
Total stock compensation expense:	$	3,512	$	2,617	$	9,522	$	7,208

Stock Options and RSUs & RSAs

The following table presents stock option and RSUs & RSAs grant activity:


	Nine Months Ended June 30,2025
Stock Options granted:
Options containing only service conditions:		125,000
Weighted average exercise price	$	22.55
Weighted average grant date fair value	$	10.86

Options containing performance conditions:		125,000
Weighted average exercise price	$	22.55
Weighted average grant date fair value	$	10.86

RSUs & RSAs granted:
RSUs & RSAs containing only service conditions:		346,168
Weighted average grant date fair value	$	24.69

RSUs & RSAs containing performance conditions:		304,521
Weighted average grant date fair value	$	23.55

The stock options and RSUs & RSAs containing only service conditions will vest over a four-year service period. The stock options and RSUs & RSAs containing performance conditions will vest upon the achievement of specified financial targets of the Company, a segment, or a division of a segment and vests on the first day of each fiscal quarter over the four-year terms of the awards, starting with the first fiscal quarter after the first anniversary of the grant date.

The range of assumptions used to determine the fair value of stock options using the Black-Scholes option-pricing model during the nine months ended June 30, 2025, were as follows:


	Nine Months Ended
	June 30, 2025
Dividend yield		—
Expected volatility	56.09% - 57.96%
Risk-free interest rate	4.10% - 4.10%
Expected term	4.4 - 5.0 years

Share Repurchase Program

From time to time, we may be authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors. Share repurchases may be made through open market purchases, privately negotiated transactions or otherwise, at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The repurchase program may be discontinued or suspended at any time and will be funded using our available cash.

As of September 30, 2024, the Company had $7.6 million of remaining authorization to repurchase shares through December 31, 2025. On December 9, 2024, the Company's Board of Directors authorized the repurchase of up to an additional $10.0 million of the Company's outstanding shares of common stock through December 31, 2026.

The Company made no repurchases during the three and nine months ended June 30, 2025. As of June 30, 2025, the Company had $17.6 million of remaining authorization to repurchase shares through December 31, 2026.

Other Share Repurchases

Separate from the share repurchase program, our stock incentive plans allow for participants to exercise stock options by surrendering shares of common stock equivalent in value to the exercise price due. Any shares surrendered to the Company in this manner are not available for future grant.

During the nine months ended June 30, 2025, participants surrendered 1,397 shares of common stock in connection with the exercise of stock options. No shares were surrendered by participants in connection with the exercise of stock options during the nine months ended June 30, 2024.

LIQUIDITY SERVICES INC 10-Q