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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 9, 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 9, 2026, RB Global, Inc. (the “Company”)
announced that its board of directors has authorized a new share repurchase program under which the Company may repurchase up to $500
million worth of its common shares and that the Company intends to make an application for approval of a Normal Course Issuer Bid in March 2026.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description |
| | |
| 99.1 | News release, dated March 9, 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 9, 2026
Exhibit 99.1
 | | RB
Global, Inc.
2 Westbrook Corporate Center
Westchester, IL |
| | | rbglobal.com |
RB Global Announces Intended US$500
Million Share Repurchase Program
WESTCHESTER, IL, March 9,
2026 – RB Global, Inc. (NYSE: RBA) (TSX: RBA) (the “Company” or “RB Global”) today announced that
its Board of Directors has authorized a new share repurchase program under which the Company may repurchase up to US$500 million worth
of its common shares, subject to the approval of the Toronto Stock Exchange. The Company intends to make an application for approval
of a Normal Course Issuer Bid in March 2026. 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 intends
to make any repurchases on an opportunistic basis with decisions regarding the amount and the timing of repurchases based on market conditions
at the time, the Company’s share price, and other strategic investment opportunities available to the Company as well as other
factors. It is expected that any repurchases made under the share repurchase program will be funded using the Company’s cash reserves
or its senior credit facility. There can be no assurances that any repurchases of the Company’s common shares will be completed
and the Company may elect to modify, suspend or discontinue the share repurchase program at any time.
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