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[Form 4] RB GLOBAL INC. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Adam DeWitt, a director of RB Global Inc. (RBA), received dividend equivalent rights on 09/18/2025 related to deferred share units and a 2025 RSU grant. The Form 4 reports the accrual and immediate acquisition of 23 dividend equivalent rights tied to deferred share units and 5 dividend equivalent rights tied to 2025 restricted share units; each right represents a contingent economic equivalent to one RBA common share and carries a $0 price. The filing shows the beneficial ownership following these transactions as 503 common shares (for the deferred share unit-related rights) and 10 common shares (for the 2025 RSU-related rights). The Form 4 was signed by an attorney-in-fact on 09/19/2025.

Positive

  • Director alignment strengthened: Reporting person received dividend equivalent rights linked to deferred share units and RSUs, aligning interests with shareholders.
  • Transparent, timely disclosure: Form 4 filed and signed (09/19/2025) showing transaction date 09/18/2025 and post-transaction beneficial ownership.

Negative

  • None.

Insights

TL;DR: Director received small non-cash equity-related credits; immaterial to valuation but increases insider alignment.

The reported transactions are non-cash dividend equivalent rights tied to deferred share units and RSUs, totaling 28 contingent rights acquired on 09/18/2025 and reflected at a $0 price. These instruments entitle the holder to the economic equivalent of common shares upon vesting/exercise and modestly increase the reporting person's share-equivalent stake as shown by the post-transaction beneficial ownership figures. From a financial-materiality standpoint, the amounts are small and unlikely to affect company valuation or liquidity, but they do slightly increase insider exposure to share performance.

TL;DR: Routine insider award disclosure; consistent with executive compensation practices and Rule 16 reporting.

The Form 4 discloses routine accrual and acquisition of dividend equivalent rights connected to deferred share units and a 2025 RSU grant for a director. The form is properly executed by an attorney-in-fact and timely filed following the 09/18/2025 transactions. The disclosure clarifies the contingent nature of the rights and their alignment with underlying equity awards, satisfying transparency expectations for Section 16 reporting. There are no indications of unusual timing or cash consideration that would raise governance concerns.

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
Estimated average burden
hours per response: 0.5
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*
DeWitt Adam

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 (DSUs) (1) 09/18/2025 A 23 (1) (1) Common Shares 23 $0 503 D
Dividend Equivalent Rights (2025 RSUs) (2) 09/18/2025 A 5 (2) (2) Common Shares 5 $0 10 D
Explanation of Responses:
1. The dividend equivalent rights accrued in respect of the reporting person's deferred share units, and become exercisable and payable concurrently with the deferred share units. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share.
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 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 Adam DeWitt 09/19/2025
** 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.
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 did RB Global (RBA) director Adam DeWitt acquire on 09/18/2025?

He acquired 23 dividend equivalent rights related to deferred share units and 5 dividend equivalent rights related to 2025 RSUs, each representing the economic equivalent of one RBA common share.

Were any shares purchased for cash in the reported Form 4 for RBA?

No. The reported items are dividend equivalent rights with a reported $0 price, not cash purchases of common shares.

How many shares are shown as beneficially owned after the transactions?

The filing lists post-transaction beneficial ownership of 503 common shares for the deferred-unit line and 10 common shares for the 2025 RSU-related line.

When was the Form 4 signed and by whom?

The Form 4 was signed by Maria Teresa Punsalan, attorney-in-fact for Adam DeWitt on 09/19/2025.

Do the dividend equivalent rights become exercisable immediately?

The filing states the dividend equivalent rights accrue and become exercisable/payable concurrently with the associated deferred share units or proportionately with the RSUs; no separate immediate cash consideration is reported.
RB Global Ord Shs

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17.87B
185.41M
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4.42%
Specialty Business Services
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United States
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