Why were the 2023 Performance Share Units granted to RB Global (RBA) CEO eligible for vesting?

The Compensation Committee determined that certain performance criteria for the 2023 Performance Share Units had been satisfied. This decision made the previously granted PSUs eligible for vesting, allowing the associated units and related dividend equivalents to be formally credited to the CEO’s account.

RB Global (RBA) CEO awarded 202,712 PSUs and dividend equivalents

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Form Type

Rhea-AI Filing Summary

RB Global Inc. Chief Executive Officer James Francis Kessler reported an award of performance-based equity units tied to company shares. On 02/12/2026, he acquired 202,712 Performance Share Units (2023 PSUs) and 6,807 related Dividend Equivalent Rights at a price of $0 per unit.

The Compensation Committee determined that earlier performance criteria were satisfied, making these PSUs eligible for vesting. Each PSU and each dividend equivalent right represents a contingent right to receive one RB Global common share or its economic equivalent.

The PSUs are scheduled to vest on March 13, 2026. After vesting, the common shares or their cash value, net of tax, will be delivered to Kessler as soon as practicable following the end of that month.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider KESSLER JAMES FRANCIS

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights (2023 PSUs)	6,807	$0.00	$0.00
Grant/Award	Performance Share Units (2023 PSUs)	202,712	$0.00	$0.00

Holdings After Transaction: Dividend Equivalent Rights (2023 PSUs) — 6,807 shares (Direct); Performance Share Units (2023 PSUs) — 202,712 shares (Direct)

Footnotes (4)

F1. 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.
F2. 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.
F3. Each PSU represents a contingent right to receive one RBA common share or the economic equivalent thereof.
F4. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/17/2026 - 03:11 PM

FAQ

What equity awards did RB Global (RBA) CEO James Francis Kessler report?

James Francis Kessler reported receiving 202,712 Performance Share Units and 6,807 Dividend Equivalent Rights. Both are contingent awards tied to RB Global common shares, granted at a price of $0 per unit as part of his performance-based compensation.

When do the newly reported RB Global (RBA) PSUs for the CEO vest?

The Performance Share Units reported for RB Global’s CEO are scheduled to vest on March 13, 2026. After vesting, the underlying common shares or their cash value will be delivered, net of tax, shortly after the end of that month.

What are Dividend Equivalent Rights in the RB Global (RBA) CEO’s Form 4?

Each Dividend Equivalent Right represents a contingent right to receive the economic equivalent of one RB Global common share. These rights accrue on the 2023 PSUs and become exercisable proportionately as the related Performance Share Units vest over time.

How many RB Global (RBA) derivative securities does the CEO hold after this Form 4?

After the reported transactions, the CEO holds 202,712 Performance Share Units and 6,807 Dividend Equivalent Rights directly. Each unit or right is linked on a one-for-one basis to RB Global common shares or their economic equivalent.

Will RB Global (RBA) CEO receive shares or cash from these PSUs?

Upon vesting, the CEO will receive either common shares underlying the PSUs or their cash value. The specific form of settlement is determined by the Compensation Committee under the RB Global Senior Executive Performance Share Unit Plan.

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^*

KESSLER JAMES FRANCIS

(Last)

(First)

(Middle)

C/O RB GLOBAL, INC.

2 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Rights (2023 PSUs)	⁽¹⁾	02/12/2026⁽²⁾		A		6,807		⁽¹⁾	⁽¹⁾	Common Shares	6,807	$0	6,807	D
Performance Share Units (2023 PSUs)	⁽³⁾	02/12/2026⁽²⁾		A		202,712		⁽⁴⁾	⁽⁴⁾	Common Shares	202,712	$0	202,712	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 James F. Kessler	02/17/2026
	** 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.

Source: View Original Filing on SEC EDGAR