LQDT

SEC.gov | Request Rate Threshold Exceeded

U.S. Securities and Exchange Commission

You’ve Exceeded the SEC’s Traffic Limit

Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes.

Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains available to all users, we reserve the right to block IP addresses that submit excessive requests.

The block will be lifted automatically by waiting 10 minutes. Continuing to exceed the SEC’s maximum allowable request rate during the time-out period will extend the duration of the time-out period. To ensure fair access for all users, please reduce the rate of your requests and visit SEC.gov again after the 10 minute time-out period has passed.

For best practices on efficiently downloading information from SEC.gov, including the latest EDGAR filings, visit sec.gov/developer. You can also sign up for email updates on the SEC open data program, including best practices that make it more efficient to download data, and SEC.gov enhancements that may impact scripted downloading processes. For more information, contact opendata@sec.gov.

For more information, please see the SEC’s Web Site Privacy and Security Policy. Thank you for your interest in the U.S. Securities and Exchange Commission.

Reference ID: 0.c706d217.1786162270.f97ce67c

More Information

Internet Security Policy

By using this site, you are agreeing to security monitoring and auditing. For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users.

Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030).

To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. We reserve the right to block IP addresses that submit excessive requests. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests.

If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website.

Note that this policy may change as the SEC manages SEC.gov to ensure that the website performs efficiently and remains available to all users.

Note: We do not offer technical support for developing or debugging scripted downloading processes.

EX-99.1

2 lqdt-ex99_1.htm

EX-99.1

EX-99.1

Exhibit 99.1

LIQUIDITY SERVICES ANNOUNCES SECOND QUARTER FISCAL YEAR 2026 FINANCIAL RESULTS

Industry Breadth, Robust Buyer Demand and Platform Operating Leverage Drive Growth and Profitability

Bethesda, MD - May 7, 2026 - Liquidity Services (NASDAQ:LQDT; www.liquidityservices.com), the leading global provider of e-commerce marketplaces and software solutions powering the circular economy, today announced its financial results for its fiscal quarter ended March 31, 2026, as compared to the corresponding prior year quarter:

• Gross Merchandise Volume (GMV) of $389.9 million, up 6%, and Revenue of $120.7 million, up 4%

• GAAP Net Income of $7.5 million, up 7%, and GAAP Diluted Earnings Per Share (EPS) of $0.23, up 5%

• Non-GAAP Adjusted EBITDA of $16.7 million, up 37%, and Non-GAAP Adjusted Diluted EPS of $0.35, up 13%

• Cash balances of $204.0 million1 with zero financial debt

“Our broad industry coverage, robust buyer liquidity and operating leverage drove a strong second quarter with expanded profitability. By dynamically matching increased product flows to the right buyer channels, RSCG improved recovery and drove meaningful operating leverage. In GovDeals, we continued to expand service levels for sellers and buyers, supporting growth despite the impact of significant winter weather events in certain regions. Our CAG segment remained focused on deepening its recurring revenue base from heavy equipment sellers and driving greater buyer participation for high-value equipment categories. With our disciplined execution, a strong pipeline, and continued platform investments, we are building a more scalable and attractive marketplace business which will create long-term value for both customers and shareholders,” said Bill Angrick, CEO of Liquidity Services.

Second Quarter Financial Highlights

GMV for the fiscal second quarter of 2026 was $389.9 million, a 6% increase from $367.4 million in the second fiscal quarter of 2025.

• GMV in our RSCG segment increased 10%, driven by robust buyer demand across our consignment programs, including our rapidly growing direct-to-consumer channel, while purchase GMV was relatively flat.

• GMV in our GovDeals segment increased 5%, reflecting continued demand for our services, partially offset by lower real estate transaction activity and disruptions to agency client operations from significant winter weather events.

• GMV in our CAG segment increased 3%, including continued strength in our heavy equipment category’s recurring seller base, with industrial category results subject to variability in project timing.

• Consignment sales represented 81% of consolidated GMV for the second fiscal quarter of 2026.

Revenue for the second quarter of 2026 was $120.7 million, a 4% increase from $116.4 million in the second fiscal quarter of 2025.

• Revenue in our RSCG segment increased 1% reflecting increased volume, a relatively stable level of purchase revenue, with robust buyer demand optimized through our multi-channel approach and other operational efficiencies contributing to a 29% increase in segment direct profit.

• Revenue in our GovDeals segment increased 11%, growing faster than GMV from our expansion of services with selected sellers and a lower mix of real estate transactions drove higher take rates and contributed to a 12% increase in segment direct profit.

• Revenue and segment direct profit in our CAG segment increased 12%, driven by the mix and timing of transactions, including increased activity in our heavy equipment category. Results can vary by asset category and project cadence in any given period.

• Revenue in our Machinio & Software Solutions segments increased 12%, driven by subscription growth and pricing, with Machinio continuing to expand into the marine dealer category and our Software Solutions business focusing on initiatives to expand its recurring software-as-a-services business. Segment direct profit increased 10%.

Our combined initiatives to expand market share, increase multi-channel buyer participation, and enhance cost efficiencies contributed to higher GMV, improved transaction margins, and operating leverage across the business.

• GAAP Net Income of $7.5 million, or $0.23 per share, for the fiscal second quarter of 2026, an increase from $7.1 million, or $0.22 per share, for the same quarter last year.

• Non-GAAP Adjusted Net Income for the fiscal second quarter of 2026 of $11.2 million, or $0.35 per share, an increase from $10.0 million, or $0.31 per share, for the same quarter last year.

• Non-GAAP Adjusted EBITDA for the fiscal second quarter of 2026 was $16.7 million, a $4.5 million increase from $12.2 million in the same quarter last year, reflecting the combined impact of leveraging our proprietary technology platform to expand seller market share, deepen multi-channel buyer participation, and strengthen operating leverage. Year-over-year growth in Non-GAAP Adjusted EBITDA out

8-K

false000123546800012354682026-02-052026-02-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 05, 2026

Liquidity Services, Inc. (Exact name of Registrant as Specified in Its Charter)

Delaware

0-51813

52-2209244

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6931 Arlington Road Suite 460

Bethesda, Maryland

20814

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 202 4676868

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

LQDT

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On February 5, 2026, Liquidity Services, Inc. (the “Company”) announced its financial results for the quarter ended December 31, 2025. The full text of the press release (the “Press Release”) issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in the Press Release shall be considered “furnished” pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of the Company’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.

Item 9.01 Financial Statements and Exhibits.

99.1

Press Release of Liquidity Services, Inc., dated February 5, 2026, announcing financial results for the quarter ended December 31, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIQUIDITY SERVICES, INC.

(Registrant)

Date:

February 5, 2026

By:

/s/ Mark A. Shaffer

Mark A. Shaffer

Chief Legal Officer and Corporate Secretary