Form 4: LQDT CFO Celaya Reports RSU Vesting & Option Changes
Insider Transaction Report
Liquidity Services Inc.'s EVP & CFO, Jorge Celaya, reported the vesting of restricted stock units and changes in stock option exercisability, resulting in a net acquisition of 9,504 common shares.
Summary
- Jorge Celaya, EVP & Chief Financial Officer of Liquidity Services Inc. (LQDT), reported changes in his beneficial ownership.
- On January 1, 2026, Mr. Celaya acquired a net total of 9,504 shares of common stock through the vesting of restricted stock units (RSUs).
- These net acquisitions resulted from the vesting of 19,177 RSUs, with 9,673 shares withheld by the issuer to satisfy federal and state tax obligations.
- Following these transactions, Mr. Celaya's indirect beneficial ownership through the Jorge Celaya Revocable Trust increased to 47,606 shares of common stock.
- Several stock option grants also saw changes in their exercisability, with some becoming fully exercisable on January 1, 2025, and January 1, 2026, and others commencing monthly vesting schedules.
- A significant portion of both restricted stock units and stock options have vesting schedules contingent on the Issuer's achievement of certain financial milestones.
Sentiment
Score: 5
Explanation: The filing reports routine insider transactions related to executive compensation (vesting of RSUs and changes in stock option exercisability). These are expected events and do not inherently indicate a positive or negative shift in company fundamentals or outlook. The net acquisition of shares through vesting, even after tax withholding, is generally neutral to slightly positive as it increases insider ownership.
Positives
- Increased indirect beneficial ownership of common stock by a key executive, Jorge Celaya, to 47,606 shares, indicating continued alignment with shareholder interests.
- Routine vesting of equity awards demonstrates the company's ongoing compensation structure for its executives.
Negatives
- A substantial number of shares (9,673) were withheld by the issuer to cover tax obligations upon RSU vesting, which is a common practice but reduces the immediate net share acquisition.
Risks
- Vesting of certain restricted stock units and exercisability of some stock options are contingent upon the Issuer's achievement of specific financial milestones, introducing performance-related uncertainty for the executive's full equity realization.
Future Outlook
The filing details future vesting schedules for various restricted stock unit grants extending through January 1, 2030, and exercisability schedules for stock options extending through January 1, 2027. A significant portion of these future equity awards are contingent on Liquidity Services Inc.'s achievement of specific financial milestones.
Industry Context
This Form 4 filing represents a routine disclosure of executive equity compensation events, common across publicly traded companies. It reflects the standard practice of granting performance-based and time-based equity awards to align executive incentives with long-term company performance and shareholder value.
Stakeholder Impact
- Shareholders: Increased indirect ownership by a key executive may be viewed positively as it aligns management interests with shareholder value. The routine nature of the transactions suggests stability in executive compensation practices.
- Employees: The report reflects the company's equity compensation structure, which can influence employee retention and motivation, particularly for executives.
Next Steps
- Continued vesting of various Restricted Stock Unit grants on future dates, with the latest mentioned vesting date being January 1, 2030.
- Ongoing exercisability of stock option grants, with some vesting monthly for 36 months following initial vesting dates in 2024, 2025, 2026, and 2027.
- Achievement of specific financial milestones by Liquidity Services Inc. will determine the vesting of certain RSUs and exercisability of some stock options.
Key Dates
| Date | Description |
|---|---|
| 2023-01-01 | First 25% vesting of a Restricted Stock Unit Grant (9). |
| 2024-01-01 | 12/48th of a stock option grant ($14 exercise price) vested, with additional 1/48th vesting monthly for 36 months. First 25% vesting of a Restricted Stock Unit Grant (10). |
| 2025-01-01 | Stock option grant ($9.46 exercise price) became fully exercisable. 12/48th of a stock option grant ($17.31 exercise price) vested, with additional 1/48th vesting monthly for 36 months. First 25% vesting of a Restricted Stock Unit Grant (8) and (9). |
| 2026-01-01 | Date of reported transactions for RSU vesting and net share acquisition. Stock option grant ($22.2 exercise price) became fully exercisable. 12/48th of a stock option grant ($21.62 exercise price) will vest, with additional 1/48th vesting monthly for 36 months. First 25% vesting of a Restricted Stock Unit Grant (8), (9), (10), and (11). |
| 2026-01-05 | Date of filing of the Form 4. |
| 2027-01-01 | 12/48th of a stock option grant ($23.52 exercise price) will vest, with additional 1/48th vesting monthly for 36 months. First 25% vesting of a Restricted Stock Unit Grant (8), (10), and (14). |
| 2028-01-01 | First 25% vesting of a Restricted Stock Unit Grant (8) and (14). |
| 2029-01-01 | First 25% vesting of a Restricted Stock Unit Grant (11) and (14). |
| 2030-01-01 | First 25% vesting of a Restricted Stock Unit Grant (14). |
| 2030-12-01 | Expiration date for two stock option grants ($9.46 exercise price). |
| 2031-12-07 | Expiration date for two stock option grants ($22.2 exercise price). |
| 2032-12-23 | Expiration date for two stock option grants ($14 exercise price). |
| 2033-12-22 | Expiration date for two stock option grants ($17.31 exercise price). |
| 2034-10-30 | Expiration date for two stock option grants ($21.62 exercise price). |
| 2035-10-29 | Expiration date for two stock option grants ($23.52 exercise price). |
Keywords
Liquidity Services Inc., LQDT, Jorge Celaya, EVP & Chief Financial Officer, SEC Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, RSU Vesting, Stock Options, Equity Compensation, Executive Compensation, Tax Withholding
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