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LIQUIDITY SERVICES INC·4

Feb 17, 4:06 PM ET

Shaffer Mark A 4

4 · LIQUIDITY SERVICES INC · Filed Feb 17, 2026

Research Summary

AI-generated summary of this filing

Updated

Liquidity Services (LQDT) VP Mark Shaffer Receives Shares via RSU Vesting

What Happened

  • Mark A. Shaffer, Vice President, General Counsel & Secretary of Liquidity Services, reported the vesting/conversion of restricted stock units (reported as derivative exercises) on February 13, 2026. A total of 10,832 RSUs vested/converted (gross), resulting in a net issuance to Shaffer of 7,338 shares at a reported price of $0.00 per share. The issuer withheld 3,494 shares to satisfy federal and state tax withholding obligations.
  • These transactions are compensation vesting (not open-market purchases or discretionary sales). No cash proceeds to Shaffer are reported; the reported $0.00 per-share amount reflects issuance on vesting and the withholding arrangement rather than a market sale.

Key Details

  • Transaction date: February 13, 2026; Form 4 filed February 17, 2026 (appears timely given the holiday calendar).
  • Reported transactions (all type M — exercise/conversion of derivative):
    • Net acquisition of 1,794 shares (from 2,648 RSUs; 854 shares withheld) — footnote F12.
    • Net acquisition of 2,973 shares (from 4,389 RSUs; 1,416 shares withheld) — footnote F13.
    • Net acquisition of 2,571 shares (from 3,795 RSUs; 1,224 shares withheld) — footnote F14.
  • Total gross RSUs converted: 10,832; total withheld for taxes: 3,494; total net shares issued: 7,338.
  • Price reported: $0.00 per share (typical for vested RSUs/issued shares); aggregate value not listed on the filing.
  • Shares owned after the transaction: not specified in the provided filing details.
  • Notable footnotes:
    • F2 explains each RSU equals one share.
    • F12–F14 describe net issuance after tax withholding.
    • F16 notes 2,532 RSUs did not vest by the performance period end (Jan 1, 2026) and were forfeited.
    • Other vesting schedule footnotes (F1, F5–F11, etc.) describe timing for other option/RSU grants.

Context

  • This filing documents routine equity compensation vesting and related tax withholding (issuer withheld shares to cover taxes). It is not an open-market sale or purchase by the insider; therefore it should not be read as a direct buy/sell signal.
  • For retail investors: vested RSUs increase insider holdings but often reflect scheduled compensation; withholding to cover taxes is common and recorded as a disposition on Form 4.

Insider Transaction Report

Form 4
Period: 2026-02-13
LIQUIDITY SERVICES INCLQDT
Shaffer Mark A
VP, Gen. Counsel & Secretary
Transactions
  • Exercise/Conversion

    Common Stock

    [F12]
    2026-02-13+1,794→ 63,122 total(indirect: By Trust)
  • Exercise/Conversion

    Common Stock

    [F13]
    2026-02-13+2,973→ 66,095 total(indirect: By Trust)
  • Exercise/Conversion

    Common Stock

    [F14]
    2026-02-13+2,571→ 68,666 total(indirect: By Trust)
  • Exercise/Conversion

    Restricted Stock Unit Grant

    [F2][F9][F16]
    2026-02-13−2,648→ 0 total
    Exp: 2026-01-01→ Common Stock (5,180 underlying)
  • Exercise/Conversion

    Restricted Stock Unit Grant

    [F2][F9]
    2026-02-13−4,389→ 2,926 total
    Exp: 2027-01-01→ Common Stock (7,315 underlying)
  • Exercise/Conversion

    Restricted Stock Unit Grant

    [F2][F9]
    2026-02-13−3,795→ 8,855 total
    Exp: 2029-01-01→ Common Stock (12,650 underlying)
Holdings

  • Stock Option Grant

    [F1]
    Exercise: $22.20Exp: 2031-12-07→ Common Stock (322 underlying)
    322

  • Stock Option Grant

    [F4]
    Exercise: $14.00Exp: 2032-12-23→ Common Stock (3,035 underlying)
    3,035

  • Stock Option Grant

    [F5]
    Exercise: $17.31Exp: 2033-12-22→ Common Stock (8,622 underlying)
    8,622

  • Stock Option Grant

    [F7]
    Exercise: $21.62Exp: 2034-10-30→ Common Stock (10,700 underlying)
    10,700

  • Stock Option Grant

    [F10]
    Exercise: $23.52Exp: 2035-10-29→ Common Stock (13,750 underlying)
    13,750

  • Stock Option Grant

    [F3]
    Exercise: $22.20Exp: 2031-12-07→ Common Stock (4,644 underlying)
    4,644

  • Stock Option Grant

    [F3]
    Exercise: $14.00Exp: 2032-12-23→ Common Stock (4,162 underlying)
    4,162

  • Stock Option Grant

    [F3]
    Exercise: $17.31Exp: 2033-12-22→ Common Stock (11,825 underlying)
    11,825

  • Stock Option Grant

    [F3]
    Exercise: $21.62Exp: 2034-10-30→ Common Stock (10,700 underlying)
    10,700

  • Stock Option Grant

    [F3]
    Exercise: $23.52Exp: 2035-10-29→ Common Stock (13,750 underlying)
    13,750

  • Restricted Stock Unit Grant

    [F2][F15]
    Exp: 2027-01-01→ Common Stock (3,237 underlying)
    3,237

  • Restricted Stock Unit Grant

    [F2][F8]
    Exp: 2028-01-01→ Common Stock (7,315 underlying)
    7,315

  • Restricted Stock Unit Grant

    [F2][F6]
    Exp: 2029-01-01→ Common Stock (9,487 underlying)
    9,487

  • Restricted Stock Unit Grant

    [F2][F11]
    Exp: 2030-01-01→ Common Stock (14,250 underlying)
    14,250

  • Restricted Stock Unit Grant

    [F2][F9]
    Exp: 2030-01-01→ Common Stock (14,250 underlying)
    14,250
Footnotes (16)
  • [F1]These options became fully vested on January 1, 2026.
  • [F10]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.
  • [F11]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.
  • [F12]Represents the net issuance of 1,794 shares from the vesting of 2,648 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 854 shares.
  • [F13]Represents the net issuance of 2,973 shares from the vesting of 4,389 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 1,416 shares.
  • [F14]Represents the net issuance of 2,571 shares from the vesting of 3,795 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 1,224 shares.
  • [F15]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.
  • [F16]The remaining 2,532 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]Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
  • [F3]These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
  • [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 will vest on January 1, 2025 and thereafter, an additional 1/48th will vest each month for thirty-six months.
  • [F6]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.
  • [F7]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.
  • [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]These restricted stock units vest, if at all, based on the Issuer's achievement of certain financial milestones.
Signature
/s/ Mark A. Shaffer|2026-02-17

Documents

1 file
  • 4
    ownership.xmlPrimary

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