[Form 4] RB GLOBAL INC. Insider Trading Activity

Rhea-AI Filing Summary

Carol Melba Stephenson, a director of RB Global Inc. (RBA), reported acquisitions of dividend equivalent rights tied to deferred share units and restricted share units on 09/18/2025. The Form 4 shows three separate accruals: 11 dividend equivalent rights from deferred share units (bringing that holding to 161 common-share equivalents), 7 from 2024 RSUs (holding to 49), and 5 from 2025 RSUs (holding to 10). Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share and becomes exercisable or payable concurrently with the related units. The Form 4 was signed by an attorney-in-fact on 09/22/2025.

Positive

• Acquisition recorded: Reporting person acquired 11, 7, and 5 dividend equivalent rights on 09/18/2025.
• Updated beneficial ownership: Post-transaction holdings reported as 161, 49, and 10 common-share equivalents respectively.
• Clear disclosure: Form 4 explains that each dividend equivalent right represents the economic equivalent of one common share and ties exercisability to the underlying units.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director Stephenson acquired dividend equivalent rights equal to 23 common-share equivalents on 09/18/2025; no dispositions reported.

The filing documents non-cash accruals of dividend equivalent rights tied to deferred share units and restricted share units, totaling 23 rights added across three grants. These rights are contingent and payable alongside the underlying units, and the report shows updated beneficial ownership counts of 161, 49, and 10 common-share equivalents for the respective categories. The transaction is recorded as an acquisition (code A) and appears administrative in nature, reflecting compensation entitlements rather than open-market purchases. The filing was executed by an attorney-in-fact and contains no cash transaction values.

Corporate Governance Expert

TL;DR: Routine insider accruals of dividend equivalents for deferred and restricted share units; disclosure aligns with Section 16 requirements.

The Form 4 discloses the accrual and acquisition of dividend equivalent rights associated with SRUs and deferred share units for a board member. Each entry specifies the number of dividend equivalent rights and the resulting beneficial ownership counts. The explanation clarifies exercisability aligns with the underlying awards. There are no indicated amendments to prior filings, no sales or other transfers, and the report is signed by an attorney-in-fact, consistent with authorized filing procedures.

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^*

Stephenson Carol

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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 (DSUs)	(1)	09/18/2025		A		11		(1)	(1)	Common Shares	11	$0	161	D
Dividend Equivalent Rights (2024 RSUs)	(2)	09/18/2025		A		7		(2)	(2)	Common Shares	7	$0	49	D
Dividend Equivalent Rights (2025 RSUs)	(3)	09/18/2025		A		5		(3)	(3)	Common Shares	5	$0	10	D

Explanation of Responses:

1. The dividend equivalent rights accrued in respect of the reporting person's deferred share units, and become exercisable and payable concurrently with the deferred share units. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share.

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 Carol Melba Stephenson	09/22/2025
	** 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).
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 activity did RB Global (RBA) report on 09/18/2025?

The Form 4 reports that director Carol Melba Stephenson acquired dividend equivalent rights of 11, 7, and 5 tied to deferred share units and 2024/2025 RSUs on 09/18/2025.

How many dividend equivalent rights did Carol Stephenson hold after the reported transactions?

After the reported accruals, the filing shows beneficially owned common-share equivalents of 161, 49, and 10 for the respective categories.

Do the reported transactions involve cash purchases or open-market trades?

No cash amounts or open-market trades are reported; the entries are acquisitions of dividend equivalent rights related to compensation awards, with a reported price of $0 for each.

Who signed the Form 4 for Carol Stephenson and when?

The Form 4 was signed by Maria Teresa Punsalan, attorney-in-fact for Carol Melba Stephenson on 09/22/2025.

What does a dividend equivalent right represent in this filing?

The filing states each dividend equivalent right is a contingent right to receive the economic equivalent of one RBA common share and becomes payable or exercisable with the related deferred share units or RSUs.