Sec Form 4 Filing - Shaffer Mark A @ LIQUIDITY SERVICES INC - 2024-12-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Shaffer Mark A 2. Issuer Name and Ticker or Trading Symbol LIQUIDITY SERVICES INC [ LQDT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Gen. Counsel & Secretary (Last) (First) (Middle) C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUTIE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2024 (Street) BETHESDA, MD20814 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/20/2024 M( 13 ) 879 A $ 0 40,271 I By The Mark A. Shaffer Revocable Trust

< td style="text-align: center;"> Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit Grant ( 4 ) ( 2 ) 01/01/2025 Common Stock 1,912 1,912 D Restricted Stock Unit Grant ( 4 ) ( 14 ) 01/01/2026 Common Stock 4,360 4,360 D Restrcited Stock Unit Grant ( 4 ) ( 7 ) 01/01/2027 Common Stock 9,712 9,712 D Restricted Stock Unit Grant ( 4 ) ( 9 ) 01/01/2028 Common Stock 14,630 14,630 D Restricted Stock Unit Grant ( 4 ) ( 8 ) 01/01/2026 Common Stock 8,720 8,720 D Restricted Stock Unit Grant ( 4 ) 12/20/2024 M( 15 ) 1,295 ( 8 ) 01/01/2026 Common Stock 12,950 $ 0 11,655 D Restricted Stock Unit Grant ( 4 ) ( 8 ) 01/01/2027 Common Stock 14,630 14,630 D Stock Option Grant $ 9.46 ( 1 ) 12/01/2030 Common Stock 4,443 4,443 D Stock Option Grant $ 22.2 ( 3 ) 12/07/2031 Common Stock 7,740 7,740 D Stock Option Grant $ 14 ( 6 ) 12/23/2032 Common Stock 10,405 10,405 D Stock Option Grant $ 17.31 ( 10 ) 12/22/2033 Common Stock 11,825 11,825 D Stock Option Grant $ 22.2 ( 5 ) 12/07/2031 Common Stock 7,740 7,740 D Stock Option Grant $ 14 ( 5 ) 12/23/2032 Common Stock 10,405 10,405 D Stock Option Grant $ 17.31 ( 5 ) 12/22/2033 Common Stock 11,825 11,825 D Restricted Stock Unit Grant ( 4 ) ( 11 ) 01/01/2029 Common Stock 12,650 12,650 D Restricted Stock Unit Grant ( 4 ) ( 8 ) 01/01/2029 Common Stock 12,650 12,650 D Stock Option Grant $ 21.62 ( 12 ) 10/30/2034 Common Stock 10,700 10,700 D Stock Option Grant $ 21.62 ( 5 ) 10/30/2034 Common Stock 10,700 10,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shaffer Mark A C/O LIQUIDITY SERVICES, INC. 6931 ARLINGTON ROAD, SUTIE 200 BETHESDA, MD20814 VP, Gen. Counsel & Secretary Signatures /s/ Mark A. Shaffer 12/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )12/48th of this option grant vested on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months. ( 2 )Twenty-five percent of this restricted stock unit grant vested on January 1, 2022 and thereafter, an additional 1/4th will vest on each of January 1, 2023, January 1, 2024 and January 1, 2025. ( 3 )12/48th of this option grant vested on January 1, 2023 and thereafter, an additional 1/48th will vest each month for thirty-six months. ( 4 )Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock. ( 5 )These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones. ( 6 )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. ( 7 )Twenty-five percent of this restricted stock unit grant vested on January 1, 2024, and thereafter 25% will vest on each of January 1, 2025, January 1, 2026 and January 1, 2027. ( 8 )These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones. ( 9 )Twenty-five percent of this restricted stock unit grant will vest on January 1, 2025 and thereafter, an additional 1/4th will vest on each of January 1, 2026, January 1, 2027 and January 1, 2028. ( 10 )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. ( 11 )Twenty-five percent of this restricted stock unit grant will vest on January 1, 2026 and thereafter, an additional 1/4th will vest on each of January 1, 2027, January 1, 2028 and January 1, 2029. ( 12 )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. ( 13 )Represents the net issuance of 879 shares from the vesting of 1,295 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 416 shares. ( 14 )Twenty-five percent of this restricted stock unit grant vested on January 1, 2023 and thereafter, an additional 1/4th will vest on each of January 1, 2024, January 1, 2025 and January 1, 2026. ( 15 )Represents the vesting of restricted stock units.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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