[Form 4] RB Global, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview: RB Global Inc. (RBA) disclosed that director Robert George Elton automatically acquired additional equity-linked interests on 20 June 2025. The transactions, reported on 24 June 2025, relate to dividend-equivalent rights (DERs) that mirror cash dividends on previously granted share-based awards.

• 90 DERs tied to deferred share units (DSUs)
• 9 DERs tied to 2024 restricted share units (RSUs)
• 7 DERs tied to 2025 RSUs

Each DER conveys the economic value of one common share and vests concurrently with its corresponding DSU or RSU grant; the acquisition price was $0.

Post-transaction, Elton directly holds 4,377 DSU-related DERs, 53 DERs from the 2024 RSU grant and 7 DERs from the 2025 RSU grant. No common shares were sold, and the filing reflects routine dividend accrual rather than an open-market purchase. Consequently, the event is considered immaterial to RB Global’s share count and offers limited insight into insider sentiment.

Positive

• Director increased derivative-based holdings by 106 units, modestly enhancing equity alignment with shareholders.

Negative

• Acquisition was automatic and cost-free, providing limited insight into the director’s discretionary investment conviction.

Insights

Corporate Governance Expert

TL;DR: Routine dividend-equivalent accrual by director; administrative in nature and neutral to ownership dynamics.

The filing documents the automatic crediting of 106 dividend-equivalent rights to Robert G. Elton. Such rights arise whenever RB Global pays cash dividends on outstanding DSUs and RSUs, aligning deferred compensation with shareholder returns. Because the units were issued at no cost and vest with the underlying awards, there is no fresh capital at risk, dilution is negligible, and voting power remains unchanged. From a governance perspective, the action is standard practice and does not signal strategic intent or heightened insider confidence. I view the market impact as neutral.

Portfolio Manager

TL;DR: Minor automatic insider accrual; negligible signal for trading or valuation.

The 106 DERs—worth roughly one-third of a board lot—add marginally to Elton’s synthetic exposure but involve no cash outlay. With aggregate derivative holdings now at 4,437 units, the director’s economic stake remains small relative to RB Global’s ~113 million shares outstanding. Given the administrative nature, absence of open-market buying and immaterial size, I assign a neutral impact and do not adjust position sizing based on this disclosure.

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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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^*

Elton Robert George

(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)
06/20/2025

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)	06/20/2025		A		90		(1)	(1)	Common Shares	90	$0	4,377	D
Dividend Equivalent Rights (2024 RSUs)	(2)	06/20/2025		A		9		(2)	(2)	Common Shares	9	$0	53	D
Dividend Equivalent Rights (2025 RSUs)	(3)	06/20/2025		A		7		(3)	(3)	Common Shares	7	$0	7	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 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 Robert George Elton	06/24/2025
	** 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 RB Global (RBA) disclose in its latest Form 4?

Director Robert G. Elton received 106 dividend-equivalent rights on 20 June 2025.

How many dividend-equivalent rights did Robert Elton acquire?

He acquired 90 DSU-related DERs, 9 2024-RSU DERs and 7 2025-RSU DERs, totaling 106 units.

What was the transaction price for the DERs?

The rights were issued at $0, reflecting routine dividend accrual.

How many derivative securities does Elton own after the transaction?

4,377 DSU DERs, 53 2024-RSU DERs and 7 2025-RSU DERs.

Did the filing report any insider share sales?

No. The Form 4 shows only acquisitions; no dispositions were reported.