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RB Global (NYSE: RBA) CPO reports RSU vesting, tax share withholdings

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

Rhea-AI Filing Summary

RB Global Inc.’s Chief People Officer, Jennifer Laura Schmit, reported routine equity compensation activity. On March 14, 2026, previously granted 2024 and 2025 restricted share units and related dividend equivalent rights vested and were exercised, delivering 1,603 common shares at a conversion price of $0.00 per share.

To cover tax obligations on these vestings, a total of 491 common shares were withheld at prices of $98.68 and $97.91 per share. After these transactions, Schmit directly held 1,843 common shares. On March 13, 2026, she was also granted 1,819 new 2026 RSUs, which will vest in equal annual installments beginning March 13, 2027 and be settled in common shares net of tax.

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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*
Schmit Jennifer Laura

(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 People Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026
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
Common Shares 03/14/2026 M 1,052 A (1) 1,783 D
Common Shares 03/14/2026 M 16 A (1) 1,799 D
Common Shares 03/14/2026 F 327(3) D $98.68 1,472 D
Common Shares 03/14/2026 M 529 A (1) 2,001 D
Common Shares 03/14/2026 M 6 A (1) 2,007 D
Common Shares 03/14/2026 F 164(4) D $97.91 1,843 D
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
Restricted Share Units (2024 RSUs) (1) 03/14/2026 M 1,052 (1) (1) Common Shares 1,052 $0 1,053 D
Dividend Equivalent Rights (2024 RSUs) (1) 03/14/2026 M 16 (1) (1) Common Shares 16 $0 15 D
Restricted Share Units (2025 RSUs) (1) 03/14/2026 M 529 (1) (1) Common Shares 529 $0 1,059 D
Dividend Equivalent Rights (2024 RSUs) (1) 03/14/2026 M 6 (1) (1) Common Shares 6 $0 12 D
Restricted Share Units (2026 RSUs) (2) 03/13/2026 A 1,819 (5) (5) Common Shares 1,819 $0 1,819 D
Explanation of Responses:
1. Each RSU and DER represent a contingent right to receive one RBA common share or the economic equivalent thereof. The RSUs and DERs vested on March 14, 2026, the RSUs and DERs will be settled in common shares issued to the reporting person, net applicable tax, as soon as practicable.
2. Each restricted share unit ("RSU") represents a contingent right to receive one RBA common share or the economic equivalent thereof.
3. Tax withholding on the 2024 RSUs & DERs that vested on March 14, 2026.
4. Tax withholding on the 2025 RSUs & DERs that vested on March 14, 2026
5. The RSUs vest in equal annual installments beginning March 13, 2027. The common shares underlying vested RSUs will be released to the reporting person, net of tax.
/s/ Maria Teresa Punsalan, attorney-in-fact for Jennifer Laura Schmit 03/17/2026
** 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.

FAQ

What insider transactions did RB Global (RBA) report for Jennifer Laura Schmit?

RB Global’s Chief People Officer, Jennifer Laura Schmit, reported RSU vesting, derivative exercises, and tax-related share withholdings. Vested RSUs and dividend equivalent rights converted into 1,603 common shares, with 491 shares withheld to satisfy tax liabilities tied to these equity awards.

How many RB Global (RBA) shares does Jennifer Laura Schmit hold after these Form 4 transactions?

Following the reported transactions, Jennifer Laura Schmit directly holds 1,843 RB Global common shares. This figure reflects RSU and dividend right conversions into shares on March 14, 2026, reduced by the 491 shares withheld to cover associated tax obligations on those vestings.

What new equity award did RB Global (RBA) grant to Jennifer Laura Schmit?

On March 13, 2026, Jennifer Laura Schmit received an award of 1,819 Restricted Share Units (2026 RSUs). Each RSU represents a contingent right to one RB Global common share or its economic equivalent, vesting in equal annual installments starting March 13, 2027, net of applicable taxes.

Were the RB Global (RBA) insider transactions open-market sales or tax withholdings?

The dispositions were tax-withholding transactions, not open-market sales. A total of 491 common shares were withheld at per-share prices of $98.68 and $97.91, used to satisfy tax liabilities arising from the vesting of 2024 and 2025 RSUs and dividend equivalent rights.

What do the vested RSUs and dividend equivalent rights mean for RB Global (RBA) shareholders?

The vesting of RSUs and dividend equivalent rights for Jennifer Laura Schmit converts prior equity awards into 1,603 RB Global common shares. This is standard executive compensation, with part of the shares—491—withheld to cover taxes, limiting additional shares entering the market immediately.

How are Jennifer Laura Schmit’s 2026 RSUs at RB Global (RBA) scheduled to vest?

The 1,819 2026 RSUs granted to Jennifer Laura Schmit vest in equal annual installments beginning on March 13, 2027. Upon each vesting date, the underlying common shares will be delivered to her, after withholding shares to meet any applicable tax obligations.
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