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[Form 4] RB GLOBAL INC. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Timothy J. O'Day, a director of RB Global Inc. (RBA), reported acquisitions on a Form 4 dated 09/18/2025 of dividend equivalent rights tied to deferred share units and restricted share units. The filing shows acquisitions of 6, 7, and 5 dividend equivalent rights (all exercisable or payable with the related underlying awards) with a reported price of $0. The entries reflect derivative reporting lines for dividend equivalents related to DSUs and 2024 and 2025 RSU grants, and the beneficial ownership following the transactions is shown as 52, 49, and 10 shares respectively. The Form 4 was signed by an attorney-in-fact on 09/22/2025.

Positive
  • Timely and specific disclosure of acquisitions under Section 16 with transaction date 09/18/2025
  • Clarifies nature of accrued dividend equivalents tied to DSUs and 2024/2025 RSU grants
  • Shows beneficial ownership totals after the transactions (52, 49, 10) for transparency
Negative
  • None.

Insights

TL;DR: Routine disclosure of accrued dividend equivalents by a director; procedural and governance transparency maintained.

The Form 4 shows the director acquired dividend equivalent rights on 09/18/2025 tied to existing deferred share units and RSU grants. Transaction code is "A" indicating acquisition and the recorded price is $0, consistent with accrued, non-cash dividend equivalents rather than open-market purchases. The filing was completed by one reporting person and executed via attorney-in-fact, indicating proper procedural handling. This disclosure aligns with Section 16 reporting obligations and provides investors with clarity about the director's award-related holdings.

TL;DR: Small, non-cash accruals of dividend equivalents; immaterial to company capital structure or market supply.

The reported amounts—6, 7 and 5 dividend equivalent rights—are contingent rights to the economic equivalent of common shares and become exercisable or payable with the underlying DSUs/RSUs. Each line shows the number of underlying common shares and a post-transaction beneficially owned figure of 52, 49 and 10 shares respectively. The $0 price reflects that these are accruals tied to equity awards, not market purchases. Given the scale of the amounts disclosed, there is no indication in the filing of a material market impact.

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*
O'Day Timothy J.

(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 6 (1) (1) Common Shares 6 $0 52 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 Timothy O'Day 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 did Timothy J. O'Day report on Form 4 for RBA?

He reported acquisitions on 09/18/2025 of dividend equivalent rights related to DSUs and 2024 and 2025 RSU grants: 6, 7, and 5 rights respectively.

Are the reported transactions purchases on the open market for RBA (RBA)?

No. The transactions are recorded with a price of $0, indicating accrued dividend equivalents tied to equity awards rather than open-market purchases.

What is the reporting person’s relationship to RB Global (RBA)?

The Form 4 lists Timothy J. O'Day as a Director of RB Global Inc.

When were the transactions and when was the Form 4 signed?

Transactions occurred on 09/18/2025 and the Form 4 was signed by an attorney-in-fact on 09/22/2025.

What do the dividend equivalent rights represent in this filing?

Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share, exercisable or payable with the related deferred share units or RSUs.
RB Global Ord Shs

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18.70B
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4.42%
Specialty Business Services
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