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LIQUIDITY SERVICES INC·4

Feb 17, 4:10 PM ET

Celaya Jorge 4

4 · LIQUIDITY SERVICES INC · Filed Feb 17, 2026

Research Summary

AI-generated summary of this filing

Updated

Liquidity Services (LQDT) CFO Jorge Celaya Receives Net RSUs

What Happened
Jorge Celaya, Chief Financial Officer of Liquidity Services, had multiple derivative conversions (reported as code M) on February 13, 2026. Gross conversions totaled 18,419 restricted stock units (RSUs) which resulted in net issuances of 9,390 common shares to Celaya. All transactions are reported at $0.00 per share (no cash purchase); the issuer satisfied federal and state tax withholding by withholding shares.

Key Details

  • Transaction date: February 13, 2026; Form 4 filed February 17, 2026. No late-filing flag shown in the provided filing.
  • Reported entries (all at $0.00): net acquisitions of 2,159; 4,096; and 3,135 shares (total 9,390). Corresponding gross conversions/disposals were 4,236; 8,033; and 6,150 shares (total 18,419).
  • Tax withholding: issuer withheld shares to satisfy taxes — withheld shares were 2,077; 3,937; and 3,015 respectively (see footnotes F14–F16).
  • RSU treatment: each RSU equals one share (F7). Footnote F17 notes 4,048 RSUs did not vest and were forfeited.
  • Shares owned after transaction: not disclosed in the material provided.
  • Transaction type explanation: reported as exercise/conversion of derivative (M) — effectively RSU vesting and conversion into common stock with cashless withholding.

Context

  • This is a routine equity-compensation event (vesting/conversion of RSUs) rather than an open-market purchase or sale. Because withholding shares were used to cover taxes, the net shares received are lower than the gross vested amount.
  • Such conversions are generally not a directional “buy” or “sell” signal; they reflect compensation vesting per grant terms (see related vesting footnotes F10–F13 for schedules).

Insider Transaction Report

Form 4
Period: 2026-02-13
LIQUIDITY SERVICES INCLQDT
Celaya Jorge
EVP & Chief Financial Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F14]
    2026-02-13+2,159→ 49,765 total(indirect: By Trust)
  • Exercise/Conversion

    Common Stock

    [F15]
    2026-02-13+4,096→ 53,861 total(indirect: By Trust)
  • Exercise/Conversion

    Common Stock

    [F16]
    2026-02-13+3,135→ 56,996 total(indirect: By Trust)
  • Exercise/Conversion

    Restricted Stock Unit Grant

    [F7][F6][F17]
    2026-02-13−4,236→ 0 total
    Exp: 2026-01-01→ Common Stock (8,284 underlying)
  • Exercise/Conversion

    Restricted Stock Unit Grant

    [F7][F6]
    2026-02-13−8,033→ 5,355 total
    Exp: 2027-01-01→ Common Stock (13,388 underlying)
  • Exercise/Conversion

    Restricted Stock Unit Grant

    [F7][F6]
    2026-02-13−6,150→ 14,350 total
    Exp: 2029-01-01→ Common Stock (20,500 underlying)
Holdings

  • Restricted Stock Unit Grant

    [F7][F9]
    Exp: 2027-01-01→ Common Stock (5,177 underlying)
    5,177

  • Restricted Stock Unit Grant

    [F7][F8]
    Exp: 2028-01-01→ Common Stock (13,387 underlying)
    13,387

  • Restricted Stock Unit Grant

    [F7][F10]
    Exp: 2029-01-01→ Common Stock (15,375 underlying)
    15,375

  • Restricted Stock Unit Grant

    [F7][F13]
    Exp: 2030-01-01→ Common Stock (32,850 underlying)
    32,850

  • Restricted Stock Unit Grant

    [F7][F6]
    Exp: 2029-01-01→ Common Stock (20,500 underlying)
    20,500

  • Restricted Stock Unit Grant

    [F7][F6]
    Exp: 2030-01-01→ Common Stock (32,850 underlying)
    32,850

  • Stock Option Grant

    [F1]
    Exercise: $9.46Exp: 2030-12-01→ Common Stock (47,560 underlying)
    47,560

  • Stock Option Grant

    [F3]
    Exercise: $22.20Exp: 2031-12-07→ Common Stock (7,740 underlying)
    7,740

  • Stock Option Grant

    [F4]
    Exercise: $14.00Exp: 2032-12-23→ Common Stock (16,640 underlying)
    16,640

  • Stock Option Grant

    [F5]
    Exercise: $17.31Exp: 2033-12-22→ Common Stock (21,640 underlying)
    21,640

  • Stock Option Grant

    [F11]
    Exercise: $21.62Exp: 2034-10-30→ Common Stock (17,350 underlying)
    17,350

  • Stock Option Grant

    [F12]
    Exercise: $23.52Exp: 2035-10-29→ Common Stock (31,650 underlying)
    31,650

  • Stock Option Grant

    [F2]
    Exercise: $9.46Exp: 2030-12-01→ Common Stock (55,050 underlying)
    55,050

  • Stock Option Grant

    [F2]
    Exercise: $22.20Exp: 2031-12-07→ Common Stock (7,740 underlying)
    7,740

  • Stock Option Grant

    [F2]
    Exercise: $14.00Exp: 2032-12-23→ Common Stock (16,640 underlying)
    16,640

  • Stock Option Grant

    [F2]
    Exercise: $17.31Exp: 2033-12-22→ Common Stock (21,640 underlying)
    21,640

  • Stock Option Grant

    [F2]
    Exercise: $21.62Exp: 2034-10-30→ Common Stock (17,350 underlying)
    17,350

  • Stock Option Grant

    [F2]
    Exercise: $23.52Exp: 2035-10-29→ Common Stock (31,650 underlying)
    31,650
Footnotes (17)
  • [F1]These options became fully exercisable on January 1, 2025.
  • [F10]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.
  • [F11]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.
  • [F12]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.
  • [F13]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.
  • [F14]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.
  • [F15]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.
  • [F16]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.
  • [F17]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.
  • [F2]These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
  • [F3]These options became fully exercisable on January 1, 2026.
  • [F4]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.
  • [F5]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.
  • [F6]These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
  • [F7]Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
  • [F8]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.
  • [F9]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.
Signature
/s/ Mark A. Shaffer, by power of attorney|2026-02-17

Documents

1 file
  • 4
    ownership.xmlPrimary

    4