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):
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).
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 September 15, 2026, RB Global, Inc. (the “Company”)
announced that its board of directors authorized a $500 million increase to its previously announced share repurchase program (normal
course issuer bid) and that it has obtained the approval of the Toronto Stock Exchange to increase the maximum number of its common shares
that the Company may repurchase under the normal course issuer bid. A copy of the news release containing further details is attached
as Exhibit 99.1 and incorporated herein by reference.
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.
Exhibit 99.1
 | | RB Global, Inc.
2 Westbrook Corporate Center
Westchester, IL
rbglobal.com
|
RB Global Announces an Increase to its Share Repurchase Program
from $500 million to $1 billion
WESTCHESTER, IL, September 15, 2026
– RB Global, Inc. (NYSE: RBA) (TSX: RBA) (the “Company” or “RB Global”) announced today that the
Toronto Stock Exchange (“TSX”) has approved an amendment to its current normal course issuer bid (“NCIB”) to increase
the maximum number of common shares of the Company (“Shares”) that may be repurchased to be the lesser of 14,224,129 Shares,
representing approximately 10% of the total public float of the Company as of March 6, 2026, and that number of Shares worth an aggregate
of US$1 billion (the “NCIB Amendments”). No other terms of the NCIB have been amended.
The NCIB, launched on March 18, 2026, originally
allowed the Company to repurchase up to the lesser of 10,000,000 Shares (such amount representing approximately 7% of the total public
float of the Company as of March 6, 2026) and that number of Shares worth an aggregate of US$500 million. As of September 11,
2026, the Company has repurchased 5,363,497 Shares at an average price of approximately US$93.22 per Share under the NCIB.
The NCIB Amendments are expected to become effective
on September 17, 2026. The NCIB 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.
Subject to certain exemptions for block purchases,
the maximum number of its Shares that the Company may purchase on any one trading day on the TSX is 75,349 Shares, such amount representing
25% of the average daily trading volume of the Shares on the TSX alone for the six calendar months ended February 28, 2026. As of
March 6, 2026, 185,924,928 Shares of the Company were issued and outstanding and the total public float of the Company was 142,241,292
Shares. All Shares purchased under the NCIB will be cancelled.
The Company believes that the repurchase of its
Shares at certain market prices may be an attractive and appropriate use of the Company’s funds.
The 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 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 Shares that will be repurchased under the NCIB, or the aggregate dollar amount of the 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 the 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; our
ability to realize the anticipated benefits of our share repurchase program or that the program may be suspended, discontinued or
not completed prior to its termination; 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