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  4. [Form 4] RB GLOBAL INC. Insider Trading Activity

RB Global (RBA) CEO receives new dividend equivalent rights on RSU grants

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

Rhea-AI Filing Summary

KESSLER JAMES FRANCIS reported acquisition or exercise transactions in this Form 4 filing.

RB GLOBAL INC. Chief Executive Officer James Francis Kessler received grants of dividend equivalent rights tied to existing restricted share units. On June 18, 2026, he was awarded 132 rights related to 2026 RSUs, 88 rights related to 2025 RSUs, and 37 rights related to 2024 RSUs. Each right represents the economic equivalent of one common share and becomes exercisable in step with the underlying RSUs, functioning as a compensation enhancement rather than an open-market trade.

Positive

  • None.

Negative

  • None.
Insider KESSLER JAMES FRANCIS
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Dividend Equivalent Rights (2024 RSUs) 37 $0.00 --
Grant/Award Dividend Equivalent Rights (2025 RSUs) 88 $0.00 --
Grant/Award Dividend Equivalent Rights (2026 RSUs) 132 $0.00 --
Holdings After Transaction: Dividend Equivalent Rights (2024 RSUs) — 680 shares (Direct, null); Dividend Equivalent Rights (2025 RSUs) — 624 shares (Direct, null); Dividend Equivalent Rights (2026 RSUs) — 132 shares (Direct, null)
Footnotes (1)
  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 2024 grant of restricted share units (RSU), and become exercisable proportionately with the restricted share units to which they relate. 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. 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 2026 grant of restricted share units (RSU), and become exercisable proportionately with the restricted share units to which they relate.
2026 RSU dividend equivalent rights granted 132 rights Awarded on June 18, 2026; tied to 2026 RSUs
2025 RSU dividend equivalent rights granted 88 rights Awarded on June 18, 2026; tied to 2025 RSUs
2024 RSU dividend equivalent rights granted 37 rights Awarded on June 18, 2026; tied to 2024 RSUs
Holding after 2025 RSU-related grant 624 rights Total dividend equivalent rights related to 2025 RSUs after transaction
Holding after 2024 RSU-related grant 680 rights Total dividend equivalent rights related to 2024 RSUs after transaction
Exercise price of rights $0.00 per right Dividend equivalent rights granted at zero exercise price
Dividend Equivalent Rights financial
"Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
restricted share units financial
"The dividend equivalent rights accrued in respect of the 2024 grant of restricted share units (RSU)."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
economic equivalent financial
"Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 ILLINOIS 60154
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
RB GLOBAL INC. [ RBA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights (2024 RSUs)(1)06/18/2026A37 (1) (1)Common Shares37$0680D
Dividend Equivalent Rights (2025 RSUs)(2)06/18/2026A88 (2) (2)Common Shares88$0624D
Dividend Equivalent Rights (2026 RSUs)(3)06/18/2026A132 (3) (3)Common Shares132$0132D
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 2024 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 2025 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 2026 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. Kessler06/22/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did RB Global (RBA) report for CEO James Kessler?

RB Global reported that CEO James Francis Kessler received grants of dividend equivalent rights on existing restricted share units. These compensation-linked awards reflect additional rights rather than open-market share purchases or sales, and are structured to track the value of the company’s common shares.

How many dividend equivalent rights did RB Global (RBA) grant to its CEO?

James Francis Kessler received 132 dividend equivalent rights on 2026 RSUs, 88 on 2025 RSUs, and 37 on 2024 RSUs. Each right corresponds to the economic value of one common share and vests proportionately with the related restricted share units.

What are dividend equivalent rights in the RB Global (RBA) Form 4 filing?

Dividend equivalent rights are contingent rights to receive the economic equivalent of one RB Global common share. They accrue on restricted share units and become exercisable proportionately as the underlying RSUs vest, aligning executive compensation with shareholder value over time.

Were any RB Global (RBA) common shares bought or sold in this Form 4?

No common shares were reported as bought or sold. The filing only shows grants of derivative securities—dividend equivalent rights—awarded at a zero exercise price, which are tied to existing restricted share units instead of reflecting open-market trading activity.

How do the RB Global (RBA) dividend equivalent rights for 2024, 2025 and 2026 RSUs work?

For each of the 2024, 2025, and 2026 RSU grants, the related dividend equivalent rights track one common share’s economic value. They become exercisable proportionately with the vesting of the respective restricted share units, integrating dividend-like value into long-term equity awards.