[Form 4] RB GLOBAL INC. Insider Trading Activity

Rhea-AI Filing Summary

James F. Kessler, Chief Executive Officer and director of RB Global Inc. (RBA), reported the receipt of additional dividend equivalent rights tied to restricted share unit grants. The Form 4 discloses acquisitions on 09/18/2025 of 46 dividend equivalent rights related to 2023 RSUs, 70 related to 2024 RSUs and 123 related to 2025 RSUs; each right represents the economic equivalent of one RBA common share and becomes exercisable with the underlying RSUs. The reported rights carry a $0 price and are held in a direct ownership form. The filing was signed by an attorney-in-fact for Mr. Kessler.

Positive

• Disclosure clarity: The filing specifies the number of dividend equivalent rights by grant year, improving transparency on executive equity accruals.
• No cash consideration: The reported dividend equivalent rights show a $0 price, indicating non-cash accrual consistent with RSU plan mechanics.
• Direct ownership: Rights are reported as held directly by the reporting person, simplifying beneficial ownership records.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine equity compensation accruals were reported for the CEO, indicating continued use of RSUs with dividend equivalents; no cash transactions or dispositions occurred.

The Form 4 shows the CEO receiving dividend equivalent rights tied to three separate RSU grant years, increasing his direct beneficial holdings by modest amounts. These accruals are typical under executive compensation plans and align management incentives with shareholder value without immediate cash outlay, as the reported price is $0. The disclosure does not indicate any sales, pledges, or transfers, and thus presents no immediate governance red flags. Impact on share count is contingent on settlement terms for the RSUs and is likely immaterial to capital structure in isolation.

Executive Compensation Analyst

TL;DR: Dividend equivalent rights accrued on RSUs were recorded for 2023–2025 grants; these reflect non-cash compensation and vesting-linked payouts.

The reported additions—46, 70 and 123 dividend equivalent rights—represent contingent claims to the economic equivalent of common shares and vest proportionately with their underlying RSUs. Recording these rights separately clarifies the component of total equity-based compensation attributable to dividend equivalents. Because the entries show acquisition at $0 and direct ownership, they reflect standard plan mechanics rather than new cash compensation. Without further detail on vesting schedules or aggregate outstanding RSUs, the long-term expense and dilution impact cannot be quantified from this filing alone.

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

OMB Number:			3235-0287
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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^*

KESSLER JAMES FRANCIS

(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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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 RSUs)	(1)	09/18/2025		A		46		(1)	(1)	Common Shares	46	$0	516	D
Dividend Equivalent Rights (2024 RSUs)	(2)	09/18/2025		A		70		(2)	(2)	Common Shares	70	$0	482	D
Dividend Equivalent Rights (2025 RSUs)	(3)	09/18/2025		A		123		(3)	(3)	Common Shares	123	$0	252	D

Explanation of Responses:

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

2. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of the 2024 grant of restricted share units (RSU), and become exercisable proportionately with the restricted share units to which they relate.

3. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of the 2025 grant of restricted share units (RSU), and become exercisable proportionately with the restricted share units to which they relate.

	/s/ Maria Teresa Punsalan, attorney-in-fact for James F. Kessler	09/22/2025
	** 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 4 (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.
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FAQ

What did James F. Kessler report on Form 4 for RBA?

He reported acquisitions of dividend equivalent rights tied to RSU grants: 46 (2023 RSUs), 70 (2024 RSUs) and 123 (2025 RSUs), all acquired on 09/18/2025.

What is a dividend equivalent right as described in this Form 4?

Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share, payable proportionately when the underlying RSUs vest.

Did the CEO pay cash for the reported rights?

No. The filing shows a reported price of $0 for the dividend equivalent rights, indicating they were accrued as non-cash compensation.

How are the reported rights owned?

The Form 4 indicates the dividend equivalent rights are held in direct (D) ownership by the reporting person.

Does the Form 4 show any sales or dispositions by the reporting person?

No. The filing reports only acquisitions of dividend equivalent rights and does not disclose any dispositions or sales.