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

RB Global (NYSE: RBA) CEO awarded dividend equivalent rights

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

Rhea-AI Filing Summary

RB Global Inc. Chief Executive Officer James Francis Kessler reported grants of dividend equivalent rights linked to his existing 2023–2025 restricted share units and 2023 performance share units. These awards carry a zero exercise price and represent the economic equivalent of one RB Global common share per right.

The new grants include 54 rights tied to 2023 RSUs, 82 rights tied to 2024 RSUs, 145 rights tied to 2025 RSUs, and 648 rights tied to 2023 PSUs. Each right becomes exercisable in step with the underlying RSUs or PSUs to which it relates.

Positive

  • None.

Negative

  • None.
Insider KESSLER JAMES FRANCIS
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Dividend Equivalent Rights (2023 RSUs) 54 $0.00 --
Grant/Award Dividend Equivalent Rights (2024 RSUs) 82 $0.00 --
Grant/Award Dividend Equivalent Rights (2025 RSUs) 145 $0.00 --
Grant/Award Dividend Equivalent Rights (2023 PSUs) 648 $0.00 --
Holdings After Transaction: Dividend Equivalent Rights (2023 RSUs) — 622 shares (Direct); Dividend Equivalent Rights (2024 RSUs) — 643 shares (Direct); Dividend Equivalent Rights (2025 RSUs) — 536 shares (Direct); Dividend Equivalent Rights (2023 PSUs) — 7,455 shares (Direct)
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 2023 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 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 ("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.
Form 4 Insider Transactions: What Each Field Means →
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 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)
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 54 (1) (1) Common Shares 54 $0 622 D
Dividend Equivalent Rights (2024 RSUs) (2) 03/02/2026 A 82 (2) (2) Common Shares 82 $0 643 D
Dividend Equivalent Rights (2025 RSUs) (3) 03/02/2026 A 145 (3) (3) Common Shares 145 $0 536 D
Dividend Equivalent Rights (2023 PSUs) (4) 03/02/2026 A 648 (4) (4) Common Shares 648 $0 7,455 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 James F. Kessler 03/04/2026
** 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

FAQ

What insider activity did RB Global (RBA) report for its CEO?

RB Global reported that CEO James Francis Kessler received grants of dividend equivalent rights tied to his 2023–2025 restricted share units and 2023 performance share units. These awards increase his derivative-based economic exposure to RB Global common shares at no cash cost.

How many dividend equivalent rights were granted to the RB Global (RBA) CEO?

James Francis Kessler received several blocks of dividend equivalent rights: 54 related to 2023 RSUs, 82 to 2024 RSUs, 145 to 2025 RSUs, and 648 to 2023 PSUs. Each right tracks the economic value of one RB Global common share.

What do dividend equivalent rights mean for RB Global (RBA) CEO compensation?

Dividend equivalent rights give the CEO a contingent right to the economic value of RB Global common shares corresponding to dividends. They are attached to existing RSUs and PSUs and become exercisable proportionately as those underlying share-based awards vest or settle over time.

Are RB Global (RBA) CEO’s dividend equivalent rights immediately exercisable?

The dividend equivalent rights are not immediately exercisable. According to the filing, each right becomes exercisable proportionately with the restricted share units or performance share units granted in 2023–2025, aligning CEO economic benefits with the underlying long-term equity awards’ vesting.

Did the RB Global (RBA) CEO buy or sell common shares in this Form 4?

The Form 4 shows no open-market purchases or sales of common shares. Instead, it reports non-cash acquisitions of derivative awards called dividend equivalent rights, all granted at a price of $0.0000 per right in connection with existing RSU and PSU grants.