[Form 3] RB Global, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Jennifer Laura Schmit, identified as Chief People Officer of RB Global, Inc. (RBA), reports direct ownership of 731 common shares and beneficial ownership of restricted share units totaling 3,709 RSUs (2,117 from a 2024 grant and 1,592 from a 2025 grant). The 2024 RSUs vest in three equal annual installments beginning March 15, 2025, and the 2025 RSUs vest in three equal installments beginning March 14, 2026. Each RSU represents a contingent right to one common share or its economic equivalent, and shares underlying vested RSUs will be released to the reporting person net of tax. The Form 3 indicates these holdings are reported as direct beneficial ownership where specified.

Positive

• Equity alignment: Executive holds both direct shares and RSUs, aligning interests with shareholders over multi-year vesting
• Clear vesting schedule: RSUs vest in three equal annual installments, providing transparent retention incentives

Negative

• None.

Insights

Compensation Analyst

TL;DR: Report shows routine executive equity with multi-year vesting aligning retention incentives.

The disclosure documents standard equity-based compensation for a senior HR executive: a modest direct holding of 731 shares supplemented by 3,709 RSUs across two grants with three-year cliff/installment vesting schedules starting in 2025 and 2026. These RSUs convert 1:1 to common shares (or equivalent) and are released net of tax upon vesting. From a compensation design perspective, staggered vesting supports retention and aligns the officer with shareholder interests over multiple years. The absolute sizes are modest and likely represent typical employee-level executive grants rather than a controlling stake.

Corporate Governance Expert

TL;DR: Filing is a routine initial Section 16 disclosure without material governance implications.

This Form 3 is an initial beneficial ownership statement for an officer listed as Chief People Officer. It reports direct share ownership and time-based restricted share units that vest over three years. There are no derivative instruments with variable exercise prices, no pledges, and no indications of related-party transactions or unusual arrangements disclosed. The filing fulfills reporting obligations and does not by itself indicate governance concerns or immediate material impact to shareholders.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schmit Jennifer Laura

(Last) (First) (Middle)

C/O RB GLOBAL, INC.

2 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER IL 60154

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/24/2025

3. Issuer Name and Ticker or Trading Symbol
RB GLOBAL INC. [ RBA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	731	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Unit (2024 RSUs)	(1)	(1)	Common Shares	2,117	(2)	D
Restricted Share Unit (2025 RSUs)	(3)	(3)	Common Shares	1,592	(2)	D

Explanation of Responses:

1. The RSUs vest in three equal annual installments beginning March 15, 2025. The common shares underlying vested RSUs will be released to the reporting person, net of tax.

2. Each RSU represents a contingent right to receive one RBA common share or the economic equivalent thereof.

3. The RSUs vest in three equal installments beginning March 14, 2026. The common shares underlying vested RSUs will be released to the reporting person, net of tax.

	/s/ Maria Teresa Punsalan, attorney-in-fact for Jennifer Laura Schmit	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What shares and units does Jennifer Laura Schmit report for RBA?

The filing reports 731 common shares owned directly and 3,709 RSUs (2,117 from 2024 RSUs and 1,592 from 2025 RSUs).

How do the RSU vesting schedules work for the reported RBA grants?

The 2024 RSUs vest in three equal annual installments beginning March 15, 2025; the 2025 RSUs vest in three equal installments beginning March 14, 2026.

Will vested RSUs be converted into shares for RBA?

Yes. Each RSU represents a contingent right to receive one RBA common share or the economic equivalent, and vested shares will be released net of tax.

Does this Form 3 indicate any derivative or pledged securities for RBA insider?

No. The filing lists only common shares and time-based RSUs; there are no options, warrants, convertible securities, or pledges disclosed.

Is this Form 3 a material disclosure for RBA investors?

This appears to be a routine initial insider ownership disclosure for an officer and does not by itself disclose material corporate events or transactions.