RB Global (RBA) awards performance share units and dividend rights to CLO

Rhea-AI Filing Summary

RB Global Inc.’s Chief Legal Officer, Darren Jeffrey Watt, reported equity-based compensation awards tied to the company’s performance share plan. On February 12, 2026, he acquired 369 Dividend Equivalent Rights (2023 PSUs) and 10,976 Performance Share Units (2023 PSUs) as derivative securities at a price of $0 per unit.

Each PSU represents a contingent right to receive one RB Global common share or its economic equivalent, while each dividend equivalent right mirrors the value of one common share’s dividends. The PSUs are scheduled to vest on March 13, 2026, after performance criteria were determined to be satisfied, with underlying shares or cash to be delivered net of tax shortly after the vesting month ends.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Watt Darren Jeffrey

(Last) (First) (Middle)

C/O RB GLOBAL, INC.

2 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER IL 60154

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights (2023 PSUs)	(1)	02/12/2026(2)		A		369		(1)	(1)	Common Shares	369	$0	369	D
Performance Share Units (2023 PSUs)	(3)	02/12/2026(2)		A		10,976		(4)	(4)	Common Shares	10,976	$0	10,976	D

Explanation of Responses:

1. Each dividend equivalent right ("DER") represents a contingent right to receive the economic equivalent of one RBA common share. The DERs accrued in respect of the 2023 grant of performance share units ("PSUs"), and become exercisable proportionately with the PSUs to which they relate.

2. The RB Global, Inc. Compensation Committee determined that the PSUs, previously granted to the reporting person, are eligible for vesting because certain performance criteria were satisfied.

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

4. The PSUs vest on March 13, 2026.The common shares underlying vested PSUs or the cash value thereof (as determined by the Committee in accordance with the RBA Senior Executive Performance Share Unit Plan) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the PSUs vest.

	/s/ Maria Teresa Punsalan, attorney-in-fact for Darren Jeffrey Watt	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did RB Global Inc. (RBA) report for Darren Jeffrey Watt?

Darren Jeffrey Watt received equity-based awards, not an open-market trade. On February 12, 2026, he acquired 369 Dividend Equivalent Rights and 10,976 Performance Share Units, both tied to RB Global common shares, as part of the company’s performance share compensation program.

How many Performance Share Units did RB Global’s CLO receive in this Form 4?

The Chief Legal Officer received 10,976 Performance Share Units (2023 PSUs). Each PSU is a contingent right to one RB Global common share or its economic equivalent and was granted at no cash cost as part of long-term incentive compensation.

What are the Dividend Equivalent Rights reported for RB Global Inc. (RBA)?

The filing shows 369 Dividend Equivalent Rights linked to 2023 PSUs. Each right represents the economic equivalent of one RB Global common share’s dividends and becomes exercisable proportionately with the related performance share units as they vest.

When do Darren Jeffrey Watt’s 2023 PSUs at RB Global vest?

The 2023 Performance Share Units are scheduled to vest on March 13, 2026. Vesting follows the Compensation Committee’s determination that required performance criteria were satisfied, after which shares or cash will be delivered net of tax shortly after that month ends.

Will RB Global’s CLO receive shares or cash from the vested PSUs?

The award may settle in either shares or cash, as determined by the plan. After PSUs vest on March 13, 2026, RB Global will deliver common shares underlying the units or their cash value, net of tax, as soon as practicable after that month.

Are the RB Global (RBA) awards to the CLO open-market stock purchases?

No, the reported transactions are compensation grants, not stock purchases. The Form 4 records a grant of Performance Share Units and Dividend Equivalent Rights at a price of $0 per unit, reflecting long-term incentive awards rather than buy or sell trades.