Shaffer Mark A 4

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.