Form 4: LQDT CFO Celaya Receives Significant Equity Grants

Sentiment:

Executive Compensation Report 31 October 2025 9:25 PM

Liquidity Services' EVP & CFO, Jorge Celaya, was granted new stock options and restricted stock units, alongside reporting existing equity holdings.

Summary

Jorge Celaya, Executive Vice President & Chief Financial Officer of Liquidity Services, Inc. (LQDT), reported changes in beneficial ownership.
On October 29, 2025, Mr. Celaya was granted 31,650 stock options with an exercise price of $23.52, vesting contingent on the Issuer's achievement of certain financial milestones, and expiring on October 29, 2035.
An additional 31,650 stock options were granted on October 29, 2025, with an exercise price of $23.52, vesting 12/48th on January 1, 2027, and an additional 1/48th monthly for thirty-six months, expiring on October 29, 2035.
Two grants of 32,850 Restricted Stock Units (RSUs) each were made on October 29, 2025, with one grant vesting contingent on financial milestones and the other vesting 25% annually from January 1, 2027, to January 1, 2030.
Mr. Celaya indirectly holds 35,715 shares of Common Stock through the Jorge Celaya Revocable Trust.
Existing derivative holdings include various Restricted Stock Unit grants totaling 107,946 units with vesting dates ranging from January 1, 2026, to January 1, 2029, some tied to financial milestones.
Existing derivative holdings also include various Stock Option grants totaling 131,890 options with exercise prices ranging from $6.69 to $21.62, and expiration dates from December 3, 2029, to October 30, 2034. Some of these options vest based on financial milestones or monthly schedules.

Sentiment

Score: 7

Explanation: The filing details routine executive compensation through equity grants, including performance-based vesting, which is generally positive for aligning management incentives with shareholder value. It does not contain information that would significantly alter the company's outlook.

Positives

Significant equity grants to a key executive align management's long-term interests with shareholder value.
A portion of the new stock options and restricted stock units are performance-based, vesting only upon the achievement of specific financial milestones, incentivizing strong company performance.

Risks

The vesting of a substantial portion of the new equity grants is contingent on the Issuer's achievement of certain financial milestones, meaning the grants may not fully vest if these targets are not met.
The value of stock options and restricted stock units is subject to market fluctuations of Liquidity Services, Inc. common stock.

Future Outlook

A significant portion of the executive's equity compensation is tied to the Issuer's achievement of certain financial milestones, indicating a forward-looking incentive structure focused on future company performance.

Management Comments

Stock options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
Restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.

Industry Context

This Form 4 filing is a routine disclosure of executive compensation in the form of equity grants, a common practice across publicly traded companies to align management incentives with shareholder interests. The use of performance-based vesting is a standard mechanism to tie executive rewards to company performance.

Related Party Transactions

Indirect beneficial ownership of 35,715 common shares through the Jorge Celaya Revocable Trust.

Stakeholder Impact

Shareholders: The performance-based equity grants incentivize the EVP & CFO to drive company performance, potentially leading to increased shareholder value.
Employees: No direct impact on general employees is indicated, but executive compensation practices can influence overall company culture and compensation philosophy.

Next Steps

Achievement of specified financial milestones by Liquidity Services, Inc. for the vesting of performance-based stock options and restricted stock units.
Ongoing vesting of time-based stock options and restricted stock units according to their respective schedules.

Key Dates

Date	Description
01/01/2023	12/48th of a stock option grant ($22.2 exercise price) vested.
01/01/2024	12/48th of a stock option grant ($14 exercise price) vested; 25% of a 10,355 RSU grant vested.
01/01/2025	Stock options (55,050 shares at $9.46 exercise price) became fully exercisable; 12/48th of a stock option grant ($17.31 exercise price) vested; 25% of a 20,081 RSU grant vested; 25% of a 2,180 RSU grant vested; 25% of a 10,355 RSU grant vested.
10/29/2025	Earliest transaction date for new stock option and restricted stock unit grants.
10/31/2025	Signature date of the reporting person.
01/01/2026	25% of a 2,180 RSU grant vests; 25% of a 5,232 RSU grant vests; 25% of a 10,355 RSU grant vests; 12/48th of a stock option grant ($21.62 exercise price) will vest.
01/01/2027	25% of a 10,355 RSU grant vests; 25% of an 18,743 RSU grant vests; 12/48th of a new 31,650 stock option grant will vest; 25% of a new 32,850 RSU grant will vest.
01/01/2028	25% of a 20,081 RSU grant vests; 25% of a new 32,850 RSU grant will vest.
01/01/2029	25% of a 20,500 RSU grant vests; 25% of another 20,500 RSU grant vests; 25% of a new 32,850 RSU grant will vest.
12/03/2029	Expiration date for 13,770 stock options.
01/01/2030	25% of a new 32,850 RSU grant will vest.
12/01/2030	Expiration date for 55,050 stock options (two grants).
12/07/2031	Expiration date for 7,740 stock options (two grants).
12/23/2032	Expiration date for 16,640 stock options (two grants).
12/22/2033	Expiration date for 21,640 stock options (two grants).
10/30/2034	Expiration date for 17,350 stock options (two grants).
10/29/2035	Expiration date for new 31,650 stock option grants (two grants).

Recommendation

hold

This Form 4 details routine executive equity compensation grants and existing holdings. While the performance-based vesting aligns management interests with shareholders, it does not provide new information about the company's operational or financial performance that would warrant a change in investment recommendation. It is a standard disclosure of an insider's equity position and does not present a catalyst for significant price movement.

Keywords

Liquidity Services, LQDT, SEC Form 4, executive compensation, stock options, restricted stock units, equity grants, insider holdings, beneficial ownership, CFO

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