Celaya Jorge 4

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).