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RB Global Form 4 Shows Routine DER Accrual by Director Stephenson

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

Rhea-AI Filing Summary

RB Global, Inc. (RBA) — Form 4 insider filing. Director Carol Stephenson reported three transactions dated 06/20/2025, all coded “A” for acquisition and all involving dividend-equivalent rights (DERs) rather than common shares.

  • DSU-related DERs: 11 rights acquired at $0 exercise price; aggregate DERs held after the transaction: 150.
  • 2024 RSU-related DERs: 8 rights acquired at $0; aggregate balance: 42.
  • 2025 RSU-related DERs: 5 rights acquired at $0; aggregate balance: 5.

Each DER gives the holder the economic equivalent of one RBA common share and vests concurrently with the underlying deferred share units (DSUs) or restricted share units (RSUs). No sales, disposals, or cash purchases were reported, and no price was paid for the rights.

Materiality assessment: The total of 24 newly accrued rights corresponds to 24 potential common shares, a de minimis amount relative to RBA’s outstanding share count. The filing represents routine accrual of dividend equivalents under existing equity awards and does not signal a directional view on the stock. Therefore, the information is considered neutral and non-material for most investors.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine accrual of 24 dividend-equivalent rights; negligible ownership change; no investment signal.

The Form 4 records automatic dividend-equivalent credits to Ms. Stephenson’s existing DSU and RSU balances. No open-market purchase or sale occurred, and the economic exposure increases by less than 0.0001 % of shares outstanding. Such transactions are common after dividend payments and carry no implications for cash flow or capital allocation. I classify the market impact as neutral.

TL;DR: Governance-routine equity bookkeeping; disclosure compliant; no red flags.

The filing demonstrates timely compliance with Section 16 reporting. Dividend-equivalent rights align director incentives with shareholders without immediate dilution or cash outlay. There are no indications of preferential treatment or 10b5-1 activity. Overall governance impact is negligible.

Insider Stephenson Carol
Role Director
Type Security Shares Price Value
Grant/Award Dividend Equivalent Rights (DSUs) 11 $0.00 --
Grant/Award Dividend Equivalent Rights (2024 RSUs) 8 $0.00 --
Grant/Award Dividend Equivalent Rights (2025 RSUs) 5 $0.00 --
Holdings After Transaction: Dividend Equivalent Rights (DSUs) — 150 shares (Direct); Dividend Equivalent Rights (2024 RSUs) — 42 shares (Direct); Dividend Equivalent Rights (2025 RSUs) — 5 shares (Direct)
Footnotes (1)
  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. 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.
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*
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)
06/20/2025
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) 06/20/2025 A 11 (1) (1) Common Shares 11 $0 150 D
Dividend Equivalent Rights (2024 RSUs) (2) 06/20/2025 A 8 (2) (2) Common Shares 8 $0 42 D
Dividend Equivalent Rights (2025 RSUs) (3) 06/20/2025 A 5 (3) (3) Common Shares 5 $0 5 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 06/24/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What was disclosed in RB Global (RBA) Form 4 filed on 06/24/2025?

Director Carol Stephenson acquired 24 dividend-equivalent rights linked to existing DSU and RSU awards, representing the potential for 24 common shares.

Did the insider buy or sell RBA common shares?

No. The filing shows accrual of dividend-equivalent rights at $0 cost; no common shares were bought or sold.

How many derivative securities does Carol Stephenson own after the transactions?

Post-transaction holdings are 150 DSU-related DERs, 42 DERs from 2024 RSUs, and 5 DERs from 2025 RSUs.

Are the reported transactions under a Rule 10b5-1 trading plan?

The filing does not indicate that these transactions were executed under a 10b5-1 plan.

What is a dividend-equivalent right (DER)?

Each DER gives the holder the economic value of one RBA share for dividends and vests with the related DSU or RSU award.