RB Global (RBA) CLO receives dividend equivalent rights tied to RSUs and PSUs

Rhea-AI Filing Summary

RB Global Inc. reported that Chief Legal Officer Darren Jeffrey Watt acquired derivative awards tied to existing equity grants. On 2026-03-02, he received 3, 4 and 6 dividend equivalent rights linked to 2023, 2024 and 2025 restricted share units, and 35 dividend equivalent rights linked to 2023 performance share units, for a total of 48 rights. Each right represents a contingent right to receive the economic equivalent of one RBA common share and becomes exercisable proportionately with the related RSUs or PSUs. These were granted at a price of $0.0000 per right and do not reflect open-market purchases or sales of common shares.

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

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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^*

Watt Darren Jeffrey

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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)
			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)	03/02/2026		A		3		(1)	(1)	Common Shares	3	$0	34	D
Dividend Equivalent Rights (2024 RSUs)	(2)	03/02/2026		A		4		(2)	(2)	Common Shares	4	$0	34	D
Dividend Equivalent Rights (2025 RSUs)	(3)	03/02/2026		A		6		(3)	(3)	Common Shares	6	$0	21	D
Dividend Equivalent Rights (2023 PSUs)	(4)	03/02/2026		A		35		(4)	(4)	Common Shares	35	$0	404	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.

4. 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.

	/s/ Maria Teresa Punsalan, attorney-in-fact for Darren Jeffrey Watt	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did RB Global (RBA) disclose for Darren Jeffrey Watt?

RB Global disclosed that Chief Legal Officer Darren Jeffrey Watt received 48 dividend equivalent rights on 2026-03-02. These awards are tied to prior grants of restricted and performance share units and represent contingent rights to the economic value of RBA common shares, not cash or share sales.

How many dividend equivalent rights did the RB Global CLO acquire in this Form 4?

Darren Jeffrey Watt acquired 48 dividend equivalent rights in total. The grants include 3, 4 and 6 rights tied to 2023, 2024 and 2025 RSUs, plus 35 rights tied to 2023 PSUs, each representing the economic equivalent of one RBA common share when they become exercisable.

Do the RB Global Form 4 transactions involve open-market buying or selling of RBA shares?

The transactions do not involve open-market buying or selling of RBA common shares. They are grant-type awards of dividend equivalent rights at $0.0000 per right, which provide contingent economic value linked to existing RSU and PSU grants rather than immediate share purchases or disposals.

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 RBA common share per right. In this filing, the rights accrued on existing RSU and PSU awards and become exercisable proportionately with those underlying units, aligning their value with future dividend-related economics.

Which RB Global equity awards are associated with these dividend equivalent rights?

The dividend equivalent rights are associated with 2023, 2024 and 2025 restricted share unit grants and 2023 performance share units. For each grant, the rights accrue on the underlying RSUs or PSUs and will become exercisable in proportion to those original awards as they vest or settle.

What is the transaction code used in the RB Global Form 4 and what does it mean?

The transactions use code “A,” which indicates a grant, award or other acquisition of derivative securities. In this case, it reflects the award of dividend equivalent rights to Darren Jeffrey Watt, not a purchase on the open market or a sale of existing RBA common shares.