Form 4: Liquidity Services VP Exercises Options, Adjusts Holdings
Insider Transaction Report
Mark A. Shaffer, VP, General Counsel & Secretary of Liquidity Services Inc., executed multiple stock option exercises and a sale of common stock on November 24, 2025, under a Rule 10b5-1 plan.
Summary
- Mark A. Shaffer, VP, General Counsel & Secretary of Liquidity Services Inc. (LQDT), engaged in several transactions on November 24, 2025, under a pre-arranged Rule 10b5-1 plan.
- Shaffer exercised a total of 8,606 stock options with exercise prices of $14.00 and $22.20.
- Specifically, 1,719 shares were acquired at $14.00, 1,452 shares at $22.20, and 1,951 shares at $14.00 through option exercises.
- From an exercise of 5,203 stock options, 3,484 shares were withheld by the issuer to cover costs and taxes, resulting in 1,719 net shares acquired.
- Shaffer subsequently disposed of 1,719 shares of common stock at a price of $28.54 per share.
- Following these transactions, Shaffer's indirect beneficial ownership through The Mark A. Shaffer Revocable Trust increased by 3,403 shares, totaling 51,074 shares of common stock.
- Shaffer holds various Restricted Stock Unit (RSU) grants, with vesting schedules extending from January 1, 2026, to January 1, 2030, some contingent on financial milestones.
- Remaining stock options include grants with exercise prices ranging from $14.00 to $23.52, with vesting dates from January 1, 2025, to January 1, 2027, and some contingent on financial milestones.
Sentiment
Score: 5
Explanation: The sentiment is neutral as this is a routine insider transaction (option exercises and a partial sale) conducted under a pre-arranged plan, which does not inherently signal strong positive or negative company performance or outlook.
Positives
- The exercise of stock options indicates management's continued engagement and realization of value from their equity compensation.
- The transactions were conducted under a Rule 10b5-1 plan, suggesting a pre-planned approach to managing equity holdings rather than a reaction to immediate market conditions.
Negatives
- The sale of 1,719 shares at $28.54 represents a partial liquidation of exercised options, which could be interpreted as an officer taking profits.
Future Outlook
The filing details future vesting schedules for restricted stock units and stock options, some of which are contingent on the Issuer's achievement of certain financial milestones. This indicates a long-term incentive structure tied to future company performance.
Industry Context
This Form 4 filing reflects routine insider equity transactions, common across publicly traded companies as part of executive compensation and personal financial planning. The use of a Rule 10b5-1 plan is a standard practice for insiders to manage stock sales and exercises in compliance with SEC regulations, mitigating concerns about opportunistic trading.
Related Party Transactions
- The transactions involve an officer of Liquidity Services Inc. exercising stock options and selling shares of the company's common stock, which are considered related party transactions as part of executive compensation.
Stakeholder Impact
- Shareholders: The transactions represent a routine adjustment of an executive's equity holdings, with minimal direct impact on other shareholders. The increase in beneficial ownership suggests continued alignment of interests.
- Employees: No direct impact on employees is indicated by this filing.
- Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.
Next Steps
- Continued vesting of various Restricted Stock Unit grants on scheduled dates, with the earliest being January 1, 2026.
- Continued vesting of various Stock Option grants on scheduled dates, with the earliest being January 1, 2025.
- Achievement of certain financial milestones by Liquidity Services Inc. for the vesting of specific Restricted Stock Units and Stock Options.
Key Dates
| Date | Description |
|---|---|
| 2023-01-01 | 12/48th of a stock option grant vested, with an additional 1/48th vesting each month for thirty-six months. Also, 25% of a restricted stock unit grant vested. |
| 2024-01-01 | 12/48th of a stock option grant vested, with an additional 1/48th vesting each month for thirty-six months. Also, 25% of a restricted stock unit grant vested. |
| 2025-01-01 | 12/48th of a stock option grant will vest, with an additional 1/48th vesting each month for thirty-six months. Also, 25% of a restricted stock unit grant will vest. |
| 2025-11-24 | Date of earliest transaction for stock option exercises and common stock sale. |
| 2025-11-26 | Signature date of the reporting person. |
| 2026-01-01 | 12/48th of a stock option grant will vest, with an additional 1/48th vesting each month for thirty-six months. Also, 25% of two restricted stock unit grants will vest. |
| 2027-01-01 | 12/48th of a stock option grant will vest, with an additional 1/48th vesting each month for thirty-six months. Also, 25% of two restricted stock unit grants will vest. |
| 2028-01-01 | 25% of two restricted stock unit grants will vest. |
| 2029-01-01 | 25% of two restricted stock unit grants will vest. |
| 2030-01-01 | 25% of two restricted stock unit grants will vest. |
| 2031-12-07 | Expiration date for a stock option grant. |
| 2032-12-23 | Expiration date for a stock option grant. |
| 2033-12-22 | Expiration date for a stock option grant. |
| 2034-10-30 | Expiration date for a stock option grant. |
| 2035-10-29 | Expiration date for a stock option grant. |
Keywords
Liquidity Services, LQDT, SEC Form 4, Insider Trading, Stock Options, Restricted Stock Units, Equity Compensation, Beneficial Ownership, Rule 10b5-1
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