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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):
March 16, 2026
RB Global, Inc.
(Exact
name of registrant as specified in its charter)
| Canada |
|
001-13425 |
|
98-0626225 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
Two Westbrook Corporate Center, Suite
500,Westchester,
Illinois 60154
(Address of principal executive offices) (Zip Code)
(708)
492-7000
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2.
below):
| ¨ |
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
shares |
RBA |
New
York Stock Exchange |
| Common
Share Purchase Rights |
N/A |
New
York Stock Exchange |
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. ¨
On March 16, 2026, RB Global, Inc. announced that
it has obtained the approval of the Toronto Stock Exchange to commence its previously announced share repurchase program (normal course
issuer bid).
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Number Description |
| |
|
| 99.1 |
News release, dated March 16, 2026 issued by RB Global, Inc. |
| |
| 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.
| |
RB GLOBAL, INC. |
| |
|
|
| |
By: |
/s/
Ryan Welsh |
| |
|
Ryan Welsh |
| |
|
VP Legal & Corporate Secretary |
Date: March 16, 2026
Exhibit 99.1
 |
RB Global, Inc. |
2 Westbrook Corporate Center
Westchester, IL |
| |
| rbglobal.com |
RB
Global Receives TSX approval for Previously Announced $500 million Share Repurchase Program
WESTCHESTER, IL,
March 16, 2026 – RB Global, Inc. (NYSE: RBA) (TSX: RBA) (the “Company” or “RB Global”)
announced today that it has obtained the approval of the Toronto Stock Exchange (the “TSX”) to commence a normal course issuer
bid (“NCIB”).
NCIB Details
The NCIB will commence on March 18, 2026
and will terminate on March 17, 2027 or on such earlier date as the Company may complete its purchases thereunder or as it may otherwise
determine. Under the NCIB, the Company may purchase up to the lesser of 10,000,000 common shares (such amount representing approximately
7% of the total public float of the Company as of March 6, 2026) and that number of common shares worth an aggregate of US$500 million.
Furthermore, subject to certain exemptions for block purchases, the maximum number of its common shares that the Company may purchase
on any one trading day on the TSX is 75,349 common shares, such amount representing 25% of the average daily trading volume of the common
shares of the Company on the TSX alone for the six calendar months ended February 28, 2026.
As of March 6, 2026, 185,924,928 common shares
of the Company were issued and outstanding and the total public float of the Company was 142,241,292 common shares. All common shares
of the Company purchased under the new NCIB will be cancelled.
The Company believes that the repurchase of its
common shares at certain market prices may be an attractive and appropriate use of the Company’s funds.
The Company’s common shares under the NCIB
may be purchased through an automatic repurchase plan (the “Purchase Plan”). Under the Purchase Plan, the Company’s
broker may repurchase shares under the NCIB at any time including, without limitation, when the Company would ordinarily not be permitted
to do so due to regulatory restrictions or self-imposed blackout periods. Purchases will be made by the Company’s broker based upon
the parameters prescribed by the TSX, applicable Canadian and U.S. securities laws and the terms of the parties' written agreement.
Purchases under the NCIB may be made at the then
current market price of the Company’s common shares through the facilities of the TSX, the New York Stock Exchange (the “NYSE”)
or alternative trading systems in Canada or the United States by means of open market transactions or by such other means as may be permitted
by applicable Canadian and U.S. securities laws.
There can be no assurance as to the precise number
of common shares that will be repurchased under the NCIB, or the aggregate dollar amount of the common shares purchased. The Company may
discontinue purchases at any time, subject to compliance with applicable regulatory requirements.
About
RB Global
RB Global, Inc. (NYSE: RBA) (TSX: RBA) is
a leading, omnichannel marketplace and trusted provider of value-added insights, services and transaction solutions for buyers and sellers
of commercial assets and vehicles worldwide. Through its global network of auction sites and digital platform, RB Global serves customers
worldwide across a variety of asset classes, including automotive, construction, commercial transportation, government surplus, lifting
and material handling, energy, mining and agriculture. The Company’s end-to-end marketplace solutions include Ritchie
Bros., IAA, Rouse Services, SmartEquip
and VeriTread. For more information about RB Global, visit www.rbglobal.com.
Forward-Looking Statements
Certain
statements contained in this release include “forward-looking statements” within the meaning of U.S. federal securities
laws and “forward-looking information” within the meaning of Canadian securities laws (collectively, "forward-looking
statements"). Forward-looking statements herein include, in particular, statements relating to
the normal course issuer bid (including, but not limited to, statements regarding the timing and size of the share repurchase program),
and other subjects of this release that are not historical facts. Forward-looking statements are typically identified by such words as
“aim”, “anticipate”, “believe”, “could”, “continue”, “estimate”,
“expect”, “intend”, “may”, “ongoing”, “plan”, “potential”, “predict”,
“will”, “should”, “would”, “could”, “likely”, “generally”, “future”,
“long-term”, or the negative of these terms, and similar expressions intended to identify forward-looking statements. It is
uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what
impact they will have on the results of operations and financial condition of RB Global's common shares. Therefore, you should not place
undue reliance on any such forward-looking statements and caution must be exercised in relying on forward-looking statements. Forward-looking
statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results
to differ materially, including but not limited to risks and uncertainties relating to: our ability to drive shareholder value; potential
growth and market opportunities; the level of participation in our auctions and the success of our online marketplaces; our ability to
grow our businesses, acquire new customers, enhance our sector reach, drive geographic depth, and scale our operations; the impact of
our initiatives, services, investments, and acquisitions on us and our customers; the acquisition or disposition of properties; potential
future mergers and acquisitions; our ability to integrate acquisitions; our future capital expenditures and returns on those expenditures;
our ability to add new business and information solutions, including, among others, our ability to maximize and integrate technology to
enhance our existing services and support additional value-added service offerings; the supply trend of equipment and vehicles in the
market and the anticipated price environment, as well as the resulting effect on our business and Gross Transaction Value (“GTV”);
our compliance with laws, rules, regulations, and requirements that affect our business; effects of various economic, financial, industry,
and market conditions or policies, including inflation, the supply and demand for property, equipment, or natural resources; the behavior
of commercial assets and vehicle pricing; the relative percentage of GTV represented by straight commission or underwritten (guarantee
and inventory) contracts, and its impact on revenues and profitability; our future capital expenditures and returns on those expenditures;
the effect of any currency exchange and interest rate fluctuations on our results of operations; the effect of any tariffs on our results
of operations; the grant and satisfaction of equity awards pursuant to our compensation plans; any future declaration and payment of dividends,
including the tax treatment of any such dividends; financing available to us from our credit facilities or other sources, our ability
to refinance borrowings, and the sufficiency of our working capital to meet our financial needs; our ability to satisfy our present operating
requirements and fund future growth through existing working capital, credit facilities and debt; misappropriation of data or cybersecurity
incidents; and, failure to comply with privacy and data protection laws. Other risks that could cause actual results to differ materially
from those described in the forward-looking statements are included in “Part I, Item 1A: Risk Factors”, and the
section titled "Summary of Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2025,
as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange
Commission, including subsequent Quarterly Reports on Form 10-Q The forward-looking statements included in this release are made
only as of the date hereof. While the list of factors presented here is considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties. Many of these risk factors are outside of our control, and as such,
they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied
herein. RB Global does not undertake any obligation to update any forward-looking statements to reflect actual results, new information,
future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements
were made, except as required by law.
For more information, please contact:
Sameer Rathod
Vice President, Investor Relations & Market Intelligence
Phone: 1.925.225.8875
Email: srathod@rbglobal.com