RB Global (RBA) CEO nets 255,024 shares after RSU and PSU vesting

Rhea-AI Filing Summary

RB Global Inc. Chief Executive Officer James Francis Kessler reported multiple equity compensation events. On March 14, 2026, he exercised and settled performance share units, restricted share units, and related dividend equivalent rights into a total of 256,716 common shares, all at a stated price of $0.0000 per share. To cover tax obligations on these vested awards, 109,261 common shares were delivered back to the company at prices around $98.68 per share under tax-withholding transactions, not open‑market sales. After these transactions, he directly holds 255,024 common shares and indirectly holds 1,854 common shares through an employee stock purchase plan. On March 13, 2026, he also received a grant of 47,237 restricted share units that will vest in equal annual installments beginning on March 13, 2027.

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)
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								1,854	I	Employee Stock Purchase Plan
Common Shares	03/14/2026		M		7,455	A	(1)	115,024	D
Common Shares	03/14/2026		M		202,712	A	(1)	317,736	D
Common Shares	03/14/2026		F		89,448(4)	D	$98.68	228,288	D
Common Shares	03/14/2026		M		16,893	A	(2)	245,181	D
Common Shares	03/14/2026		M		622	A	(2)	245,803	D
Common Shares	03/14/2026		F		7,455(5)	D	$98.68	238,348	D
Common Shares	03/14/2026		M		13,039	A	(2)	251,387	D
Common Shares	03/14/2026		M		321	A	(2)	251,708	D
Common Shares	03/14/2026		F		5,687(6)	D	$98.68	246,021	D
Common Shares	03/14/2026		M		15,496	A	(2)	261,695	D
Common Shares	03/14/2026		M		178	A	(2)	261,695	D
Common Shares	03/14/2026		F		6,671(7)	D	$97.91	255,024	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
Dividend Equivalent Rights (2023 PSUs)	(1)	03/14/2026		M			7,455	(1)	(1)	Common Shares	7,455	$0	0	D
Performance Share Units (2023 PSUs)	(1)	03/14/2026		M			202,712	(1)	(1)	Common Shares	202,712	$0	0	D
Restricted Share Units (2023 RSUs)	(2)	03/14/2026		M			16,893	(2)	(2)	Common Shares	16,893	$0	0	D
Dividend Equivalent Rights (2023 RSUs)	(2)	03/14/2026		M			622	(2)	(2)	Common Shares	622	$0	0	D
Restricted Share Units (2024 RSUs)	(2)	03/14/2026		M			13,039	(2)	(2)	Common Shares	13,039	$0	13,361	D
Dividend Equivalent Rights (2024 RSUs)	(2)	03/14/2026		M			321	(2)	(2)	Common Shares	321	$0	322	D
Restricted Share Units (2025 RSUs)	(2)	03/14/2026		M			15,496	(2)	(2)	Common Shares	15,496	$0	30,993	D
Dividend Equivalent Rights (2024 RSUs)	(2)	03/14/2026		M			178	(2)	(2)	Common Shares	178	$0	358	D
Restricted Share Units (2026 RSUs)	(3)	03/13/2026		A		47,237		(8)	(8)	Common Shares	47,237	$0	47,237	D

Explanation of Responses:

1. Each PSU and DER represents a contingent right to receive one RBA common share or the economic equivalent thereof. The PSUs and DERs vested on March 14, 2026, the PSUs and DERs will be settled in common shares issued to the reporting person, net applicable tax, as soon as practicable.

2. 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.

3. Each restricted share unit ("RSU") represents a contingent right to receive one RBA common share or the economic equivalent thereof.

4. Tax withholding on the 2023 PSUs and DERs that vested on March 14, 2026.

5. Tax withholding on the 2023 RSUs & DERs that vested on March 14, 2026

6. Tax withholding on the 2024 RSUs & DERs that vested on March 14, 2026.

7. Tax withholding on the 2025 RSUs & DERs that vested on March 14, 2026

8. 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 James F. Kessler	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).
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FAQ

What insider transactions did RB Global (RBA) CEO James Kessler report?

RB Global CEO James Kessler reported exercises of performance and restricted share units into 256,716 common shares on March 14, 2026, plus a new grant of 47,237 restricted share units on March 13, 2026. These events reflect equity compensation vesting and awards, not open‑market trading.

How many RB Global (RBA) shares were withheld for CEO tax obligations?

RB Global reported that 109,261 common shares were delivered to cover James Kessler’s tax liabilities tied to vested 2023–2025 PSU and RSU awards. These transactions used Form 4 code F and occurred at prices around $98–$99 per share, and are not discretionary market sales.

What are James Kessler’s RB Global (RBA) share holdings after these transactions?

Following the reported March 2026 transactions, James Kessler directly holds 255,024 RB Global common shares. He also has an indirect holding of 1,854 common shares through an employee stock purchase plan, according to the Form 4 holding entry. These figures exclude unvested awards.

What new equity award did RB Global (RBA) grant its CEO in March 2026?

On March 13, 2026, RB Global granted James Kessler 47,237 restricted share units. Each unit represents a contingent right to one common share. The RSUs vest in equal annual installments beginning March 13, 2027, with shares released net of applicable taxes at settlement.

Were RB Global (RBA) CEO transactions open‑market buys or sells?

The Form 4 shows no open‑market purchases or sales. Reported code M transactions are exercises or settlements of performance and restricted share units, while code F entries reflect shares withheld to pay taxes. These are compensation and tax events rather than discretionary trading.