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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):
October 8, 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. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On October 8, 2026, RB Global, Inc. (the “Company”)
announced the appointment of Steve Steinberg, 62, as the Company’s Chief Financial Officer effective October 7, 2026.
Mr. Steinberg brings extensive senior executive
financial leadership experience to the Company. Most recently, Mr. Steinberg served as the Company’s Senior Vice President and Head
of Strategic Planning and Decision Support since 2025. Mr. Steinberg joined the Company in 2016 and served as Business Unit CFO and Vice
President, North America from 2016 to 2020, as Vice President Global FP&A & Advanced Analytics from 2020 to 2023, and then as
Senior Vice President Global FP&A & Advanced Analytics until taking on his most recent role in 2025 where he led the offices of
strategic portfolio management, global FP&A, commercial operations, pricing and field enablement teams.
As a seasoned executive, Mr. Steinberg has held
several leadership roles spanning the telecommunications, wireless, technology and education industries with Follett Learning, Oracle/Sun
Microsystems, Verizon/MCI Communications and Ameritech/AT&T Wireless. Mr. Steinberg has more than 30 years of experience helping teams
navigate strategic transformation, growth acceleration and execution precision across large, complex decision environments. Mr. Steinberg
has held leadership roles in finance and accounting, business operations, pricing and commercial program management, strategy and business
development, and in leading go-to-market sales and service organizations.
Mr. Steinberg holds a Master of Science in accounting
and finance from Roosevelt University and a Bachelor of Arts in business administration from Carthage College.
In connection with Mr. Steinberg’s appointment
as Chief Financial Officer, Ritchie Bros. Auctioneers (America) Inc. (the “Employer”) and Mr. Steinberg entered into an employment
agreement (the “Employment Agreement”) on October 7, 2026, with a commencement date of October 7, 2026. Under the terms of
the Employment Agreement, Mr. Steinberg is entitled to: (i) an annual base salary of USD $625,000; (ii) an annual bonus opportunity (an
“STI Bonus”) with a target amount equal to 100% of his base salary (and subject to a maximum payout opportunity of 200% of
his base salary consistent with the terms of the Company’s Short-Term Incentive Bonus Plan); and (iii) an annual long-term incentive
grant (“LTI Grant”) equal to 400% of his base salary to be comprised of a mix of equity that may include restricted share
units, performance share units or stock options, and (iv) certain other benefits and perquisites. The specific terms and conditions for
the LTI Grant will be based on the relevant plan and award documents. The LTI Grant is subject to approval by the Compensation Committee
of the Company’s board of directors.
The Employer may terminate Mr. Steinberg for “cause,”
as defined in the Employment Agreement, immediately and without any advance notice, or in certain circumstances, subject to a cure period
of 30 days. If the Employer terminates Mr. Steinberg due to “cause,” death, disability, or retirement, or if Mr. Steinberg
resigns employment without “good reason,” the Employer will pay Mr. Steinberg certain accrued obligations, but Mr. Steinberg
will not be entitled to any further compensation, separation benefits, incentives, or bonuses. Mr. Steinberg may terminate his employment
for “good reason,” as defined in the Employment Agreement, by providing written notice within 90 days after the occurrence
of an event giving rise to good reason, subject to a cure period of 30 days and his employment terminating within 30 days after the expiration
of such cure period.
If Mr. Steinberg’s employment is terminated
without “cause” or with “good reason,” Mr. Steinberg will be entitled to:
| · | Eighteen (18) months’ base salary and STI Bonus at target; |
| · | All equity awards will be governed by the terms of the relevant plan; |
| · | An STI Bonus (at target) for the year of termination of employment, pro-rated based on the number of days
of employment in the year up to the termination date; and |
| · | Payment or reimbursement of the cost of COBRA continuation coverage until the earlier of the first anniversary
of the termination of Mr. Steinberg’s employment or the date on which he becomes eligible for other comparable group health coverage; |
in each case, conditioned on Mr. Steinberg signing,
and not revoking, a general release of claims in a form and substance satisfactory to the Employer.
Under the Employment Agreement, Mr. Steinberg
is prohibited from soliciting an employee of Employer to leave their employment with Employer or soliciting certain clients or customers
of the Employer during a period of 12 months following termination. Further, the Employment Agreement prohibits Mr. Steinberg from competing
against the Company in Canada or the United States for a period of 12 months following termination. The Employment Agreement also prohibits
Mr. Steinberg from disclosing confidential information relating to the Employer.
Under the Employment Agreement, the Employer and
Mr. Steinberg agreed to certain change of control provisions (the “Change of Control Provisions”). For purposes of the Change
of Control Provisions, a “change of control” means:
| (i) | a person, or group of persons acting jointly or in concert, acquiring or accumulating beneficial ownership
of more than 50% of the voting shares of the Company; |
| (ii) | a person, or group of persons acting jointly or in concert, holding at least 25% of the voting shares
of the Company and being able to change the composition of the Board of Directors by having the person’s, or group of persons’,
nominees elected as a majority of the Board of Directors of the Company; |
| (iii) | the arm’s length sale, transfer, liquidation or other disposition of all or substantially all of
the assets of the Company, over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of
transactions or by plan of arrangement; or |
| (iv) | a reorganization, merger or consolidation or sale or other disposition of substantially all the assets
of the Employer (a “Business Combination”), unless following such Business Combination the Company beneficially owns all or
substantially all of the Employer’s assets either directly or through one or more subsidiaries. |
A “double trigger” event requires
a change of control and either termination of Mr. Steinberg’s employment with the Employer (i) by the Employer without “cause,”
as defined in the Employment Agreement, within two years following a change of control; or (ii) by Mr. Steinberg for “good reason,”
as defined in the Employment Agreement, within one (1) year following a change of control. Upon a “double trigger” event,
in addition to any accrued obligations, Mr. Steinberg will be entitled to a lump sum cash amount equal to the aggregate of one and one-half
(1.5) times base salary; one and one-half (1.5) times at-target STI Bonus; one and one-half (1.5) times the annual premium cost that would
be incurred by the Employer to continue to provide to Mr. Steinberg all health, dental and life insurance benefits provided to Mr. Steinberg
immediately before the termination date; and an amount calculated by dividing by 365 Mr. Steinberg’s target bonus under the STI
Bonus for the fiscal year in which the termination date occurs, and multiplying that number by the number of days completed in the fiscal
year as of the termination date. In addition, Mr. Steinberg will continue to have all rights under the applicable stock option and performance
share unit plans and agreements with respect to outstanding stock options and performance share units. The Change of Control Provisions
also provide that no payments will be made (other than accrued obligations) unless Mr. Steinberg signs, and does not revoke, a general
release of claims in a form and substance satisfactory to the Employer.
Mr. Steinberg has no family relationship with
any of the executive officers or directors of the Company. Since the beginning of the Company’s last fiscal year, Mr. Steinberg
does not have a material interest, direct or indirect, in any other transaction or proposed transaction with the Company involving an
amount exceeding $120,000.
On October 8, 2026, in connection with Mr. Steinberg’s
appointment, the Company announced the departure of each of Eric Guerin (the former Chief Financial Officer) and Steve Lewis (Chief Operating
Officer). Mr. Guerin’s last day was October 6, 2026 and Mr. Lewis’s last day is expected to be October 9, 2026. Each of Mr.
Guerin and Mr. Lewis will receive severance and other customary benefits that they are each entitled to receive under their respective
employment agreements.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a press release on October
8, 2026 announcing Mr. Steinberg’s appointment and Mr. Guerin’s and Mr. Lewis’s departures. A copy of the press release
is furnished with this 8-K as Exhibit 99.1.
In accordance with General Instruction B.2 of
Form 8-K, the information under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
|
Description |
| 99.1 |
|
Press Release, dated October 8, 2026. |
| 104 |
|
Cover Page Interactive Data File. |
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: October 8, 2026
Exhibit 99.1
RB Global Announces Executive Leadership Appointments
and Organizational Updates to Support Next Phase of Growth and Industry Leadership
Steve Steinberg Promoted to Chief Financial
Officer
Shiv Dutt Promoted to Chief Digital and Strategy
Officer
Jake Lawson Promoted to President, Heavy Equipment
& Transportation North America
Sam Wyant Promoted to President, Auto North
America and International
Company Expects 2026 Financial Results to Be
at the High End of Previously Provided Outlook
WESTCHESTER, Ill., October 8, 2026 -- RB Global, Inc. (NYSE: RBA) (TSX:
RBA) (“RB Global” or the “Company”) today announced executive leadership appointments and organizational updates
to position the Company for its next phase of growth and industry leadership as the world’s most trusted global equipment marketplace.
The leadership and organizational changes are effective today.
“We have built RB Global into a powerful global marketplace with
leading positions across increasingly diverse and attractive sectors. The changes announced today will enable us to better capitalize
on this foundation and the numerous growth opportunities available to the Company,” said Jim Kessler, Chief Executive Officer of
RB Global. “The new leadership appointments elevate outstanding, proven talent within RB Global. The organizational update aligns
this expertise with the Company’s success drivers and establishes clear owners of business unit performance. Taken together, RB
Global will be positioned to move faster, deliver stronger results, and create more tangible value for our shareholders, customers, and
partners.”
| · | Steve Steinberg has been promoted to Chief Financial Officer: Mr. Steinberg has been a leader at RB Global for more than 10
years and has more than 30 years of experience across finance and accounting, business operations, pricing and commercial program management,
and strategy and business development in go-to-market sales and service organizations. He most recently served as Senior Vice President
and Head of Strategic Planning and Decision Support at RB Global, leading strategic portfolio management, global FP&A, commercial
operations, pricing, and field enablement teams. |
| · | Shiv Dutt has been promoted to Chief Digital and Strategy Officer: In this newly created role, Mr. Dutt will lead RB Global’s
enterprise technology and digital strategies and M&A strategy, more tightly integrating key drivers of RB Global’s ability to
grow and transform. He has more than 20 years of global leadership experience across digital marketplaces, consumer products, and multi-channel
innovation, most recently serving as Executive Vice President and Head of Ritchie Bros. Marketplace. In addition to this new role, Mr.
Dutt will continue to lead Product and Engineering for the Heavy Equipment & Transportation (“HE&T”) business. |
| · | Jake Lawson has been promoted to President, HE&T North America: In this newly created role, Mr. Lawson will assume responsibility
for North America HE&T’s consolidated sales, operations, marketing, commercial operations, training, and analytics, further
streamlining the business unit. Over his more than 25 years with Ritchie Bros., Mr. Lawson has served in a variety of executive sales
leadership positions, including most recently as President and Head of North America Sales. |
| · | Sam Wyant has been promoted to President, Auto North America and International (“Automotive”): In this newly created
role, responsibility for Automotive’s sales, seller marketing, commercial operations, strategic accounts, regional sales and international
auto will be assumed by Mr. Wyant. Mr. Wyant has more than 20 years of sales and commercial leadership experience in the automotive and
heavy equipment industries, including senior roles at IAA, Ritchie Bros. and Volvo Construction Equipment. |
In connection with today’s appointments, Eric Guerin and Steve
Lewis, Chief Financial Officer and Chief Operating Officer, respectively, will be departing the Company.
“On behalf of the RB Global team, I would like to thank Eric
Guerin and Steve Lewis for their contributions to our company,” Kessler added. “They have each played an important role in
our growth and evolution into the market leader we are today. We are grateful for their partnership and wish them continued success in
their next chapters.”
Steinberg said, “I am honored to become CFO of RB Global and
look forward to working with Jim and the executive leadership team in this new role with a continued focus on margin expansion, balance
sheet flexibility, and value-creating capital allocation. Returning capital to shareholders through dividends and stock repurchases and
strategically investing to drive profitable growth remain priorities.”
2026 Financial Outlook
RB Global also announced today that it expects its full year 2026 financial
results to be at the high end of the outlook range provided on August 4, 2026, and shown below:
| (in millions, except percentages) |
|
Outlook
(as provided on Aug 4, 2026) |
| GTV growth |
|
9-11% |
| Adjusted EBITDA |
|
$1,495 - $1,545 |
The Company has not provided a reconciliation of Adjusted EBITDA outlook
for fiscal 2026 to GAAP net income, the most directly comparable GAAP financial measure, because without unreasonable efforts, it is unable
to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate Adjusted EBITDA, including
but not limited to: (a) the net loss or gain on the sale of property plant & equipment, or other assets, (b) acquisition-related or
integration costs relating to our mergers and acquisition activity, including severance costs, (c) restructuring costs, (d) stock-based
compensation expense, which value is directly impacted by the fluctuations in our share price and other variables, and (e) other expenses
that we do not believe are indicative of our ongoing operations. These adjustments are uncertain, depend on various factors that are beyond
our control and could have a material impact on net income for fiscal 2026.
Third Quarter 2026 Financial Results and Conference Call
As previously announced, RB Global will release
its third quarter 2026 financial results before the market opens on Monday, November 9, 2026, and host a conference call and webcast
to discuss the results at 8:30 a.m. ET. Conference call and webcast details are available at: https://investor.rbglobal.com.
About RB Global
RB Global, Inc. (NYSE: RBA) (TSX: RBA) keeps the world's assets working.
A leading marketplace connecting buyers and sellers of commercial assets, vehicles and real estate, RB Global has a vision to be the
world's most trusted asset marketplace. Through its global network of physical locations, digital marketplaces and trusted brands, the
company provides transaction solutions, services and insights to customers across construction, commercial transportation, automotive,
agriculture, government surplus, lifting and material handling, energy and mining, delivering liquidity, trust and ease at every stage
of an asset's life. Its brands include Ritchie Bros., IAA, BigIron, Rouse Services, SmartEquip and
VeriTread. Visit 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 anticipated benefits of the leadership changes, estimates and projections about the future of the Company, and other subjects
of this release that are not historical facts. Forward-looking statements are typically identified by such words as “advance”,
“aim”, “anticipate”, “believe”, “could”, “continue”, “estimate”,
“expect”, “intend”, “may”, “ongoing”, “plan”, “potential”, “predict”,
“will”, “should”, “would”, “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 attract and retain key personnel; 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; 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 further information, please contact:
Media
Inquiries
Helen Ma
Manager,
Public Relations
(604) 219-9508
helenma@ritchiebros.com
Investor
Inquiries
Sameer Rathod
Vice President, Investor Relations & Market Intelligence
(925) 225-8875
srathod@rbglobal.com
