RB Global (RBA) Insider Files Form 4 for RSU Dividend Equivalents

Rhea-AI Filing Summary

Reported insider grant of dividend equivalent rights tied to RSUs. Darren Jeffrey Watt, identified as Chief Legal Officer and director of RB Global Inc. (RBA), reported on Form 4 that on 09/18/2025 he acquired dividend equivalent rights that represent the economic equivalent of common shares and accrue with restricted share units (RSUs). The filing shows 2 dividend equivalent rights from the 2023 RSU grant, 4 from the 2024 grant and 5 from the 2025 grant, with zero cash price reported. The filing lists the number of underlying common shares beneficially owned following the transactions as 28, 26 and 10 respectively. The Form 4 was signed by an attorney-in-fact on 09/22/2025.

Insights

Corporate Governance Expert

TL;DR: Routine compensation-related accruals reported; not a material governance event.

The Form 4 documents accrual of dividend equivalent rights tied to previously granted RSUs for an executive who is also a director. These entries reflect compensation bookkeeping rather than market transactions or changes in control. No cash consideration was paid and the rights become exercisable proportionately with the underlying RSUs, indicating alignment of pay with equity vesting schedules. The filing contains no indications of unusual timing or related-party transfers.

Officer Compensation Analyst

TL;DR: Small incremental equity accruals reported; immaterial to company capitalization.

The amounts reported—2, 4 and 5 dividend equivalent rights—are de minimis in absolute terms and carry a reported price of $0, consistent with accruals of dividend equivalents rather than cash purchases. The filing confirms that dividend equivalents vest in step with RSUs, preserving the intended incentive alignment. There is no change to cash compensation or disclosure of accelerated vesting events in this filing.

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^*

Watt Darren Jeffrey

(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 Legal Officer

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 (2023 RSUs)	(1)	09/18/2025		A		2		(1)	(1)	Common Shares	2	$0	28	D
Dividend Equivalent Rights (2024 RSUs)	(2)	09/18/2025		A		4		(2)	(2)	Common Shares	4	$0	26	D
Dividend Equivalent Rights (2025 RSUs)	(3)	09/18/2025		A		5		(3)	(3)	Common Shares	5	$0	10	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 Darren Jeffrey Watt	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 Darren Jeffrey Watt report on Form 4 for RB Global Inc. (RBA)?

He reported acquiring dividend equivalent rights tied to RSU grants on 09/18/2025: 2 (2023 RSUs), 4 (2024 RSUs) and 5 (2025 RSUs).

Do the reported transactions involve cash purchases or sales?

No. The filing shows a reported price of $0, indicating these are accrued dividend equivalent rights rather than cash purchases.

What is the nature of the dividend equivalent rights reported?

Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share and vests proportionately with the underlying RSUs.

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

The transactions occurred on 09/18/2025 and the Form 4 bears a signature by an attorney-in-fact dated 09/22/2025.

What positions does the reporting person hold at RBA?

The filer is identified as a Director and as an Officer with the title Chief Legal Officer.