[Form 4] RB GLOBAL INC. Insider Trading Activity

Rhea-AI Filing Summary

RB Global Inc. reported an insider equity compensation update for its Chief Executive Officer, James F. Kessler. On 12/17/2025, Kessler received new derivative awards in the form of dividend equivalent rights tied to prior restricted share unit (RSU) grants. These awards cover 52 rights related to 2023 RSUs, 79 rights related to 2024 RSUs, and 139 rights related to 2025 RSUs, each at a price of $0.

Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RB Global common share and becomes exercisable proportionately with the underlying RSUs. Following these grants, Kessler beneficially owns 568, 561, and 391 dividend equivalent rights associated with the 2023, 2024, and 2025 RSU awards, respectively, reflecting standard equity-based compensation rather than open-market share purchases.

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^*

KESSLER JAMES FRANCIS

(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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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 (2023 RSUs)	(1)	12/17/2025		A		52		(1)	(1)	Common Shares	52	$0	568	D
Dividend Equivalent Rights (2024 RSUs)	(2)	12/17/2025		A		79		(2)	(2)	Common Shares	79	$0	561	D
Dividend Equivalent Rights (2025 RSUs)	(3)	12/17/2025		A		139		(3)	(3)	Common Shares	139	$0	391	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.

	/s/ Maria Teresa Punsalan, attorney-in-fact for James F. Kessler	12/18/2025
	** 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).
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FAQ

What insider transaction did RB Global (RBA) disclose in this Form 4?

The filing shows RB Global’s Chief Executive Officer, James F. Kessler, received new dividend equivalent rights on 12/17/2025 linked to existing RSU grants.

How many dividend equivalent rights did the RB Global CEO receive?

Kessler was granted 52 dividend equivalent rights tied to 2023 RSUs, 79 tied to 2024 RSUs, and 139 tied to 2025 RSUs, all at a price of $0.

What are dividend equivalent rights in this RB Global (RBA) filing?

Each dividend equivalent right is a contingent right to receive the economic equivalent of one RB Global common share, accruing on the related RSU grants.

When do these RB Global dividend equivalent rights become exercisable?

The filing states that the dividend equivalent rights become exercisable proportionately with the restricted share units (RSUs) to which they relate for the 2023, 2024, and 2025 grants.

How many dividend equivalent rights does the RB Global CEO hold after these transactions?

After the reported transactions, Kessler beneficially owns 568 dividend equivalent rights related to 2023 RSUs, 561 related to 2024 RSUs, and 391 related to 2025 RSUs.

Does this RB Global Form 4 reflect open-market share purchases or sales?

No, the reported items are derivative awards (dividend equivalent rights) granted at $0 in connection with existing RSU awards, rather than open-market trades.