RB GLOBAL INC. — Director's Dealing 2025

Mar 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RB GLOBAL INC. (RBA)
CIK: 0001046102
Period of Report: 2025-02-12

Reporting Person: KESSLER JAMES FRANCIS (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-14	Common Shares	M	31750	—	Acquired	117997	Direct
2025-03-14	Common Shares	M	2183	—	Acquired	120180	Direct
2025-03-14	Common Shares	F	14442	$94.43	Disposed	105738	Direct
2025-03-14	Common Shares	M	16892	—	Acquired	122630	Direct
2025-03-14	Common Shares	M	422	—	Acquired	123052	Direct
2025-03-14	Common Shares	F	7369	$94.43	Disposed	115683	Direct
2025-03-14	Common Shares	M	169	—	Acquired	115852	Direct
2025-03-14	Common Shares	M	13038	—	Acquired	128890	Direct
2025-03-14	Common Shares	F	5621	$94.43	Disposed	123269	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-12	Dividend Equivalent Rights (2022 PSUs)	$	A	2183	Acquired		Common Shares (2183)	Direct
2025-02-12	Performance Share Units (2022 PSUs)	$	A	31750	Acquired		Common Shares (31750)	Direct
2025-03-14	Dividend Equivalent Rights (2022 PSUs)	$	M	2183	Disposed		Common Shares (2183)	Direct
2025-03-14	Performance Share Units (2022 PSUs)	$	M	31750	Disposed		Common Shares (31750)	Direct
2025-03-14	Restricted Share Units (2023 RSUs)	$	M	16892	Disposed		Common Shares (16892)	Direct
2025-03-14	Dividend Equivalent Rights (2023 RSUs)	$	M	422	Disposed		Common Shares (422)	Direct
2025-03-14	Dividend Equivalent Rights (2024 RSUs)	$	M	169	Disposed		Common Shares (169)	Direct
2025-03-14	Restricted Share Units (2024 RSUs)	$	M	13038	Disposed		Common Shares (13038)	Direct
2025-03-14	Restricted Share Units (2025 RSUs)	$	A	46489	Acquired		Common Shares (46489)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1585	Indirect

Footnotes

F1: Includes all Employees Stock Purchase Plan purchases through March 14, 2025.

F2: Each dividend equivalent right ("DER") represents a contingent right to receive the economic equivalent of one RBA common share. The DERs accrued in respect of the 2022 grant of performance share units ("PSUs"), and become exercisable proportionately with the PSUs to which they relate.

F3: The RB Global, Inc. Compensation Committee determined that the PSUs, previously granted to the reporting person, are eligible for vesting because certain performance criteria were satisfied.

F4: Each PSU represents a contingent right to receive one RBA common share or the economic equivalent thereof.

F5: The PSUs vest on March 14, 2025.The common shares underlying vested PSUs or the cash value thereof (as determined by the Committee in accordance with the RBA Senior Executive Performance Share Unit Plan) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the PSUs vest.

F6: 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, 2025, the PSUs and DERs will be settled in common shares issued to the reporting person, net applicable tax, as soon as practicable.

F7: 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, 2025, the RSUs and DERs will be settled in common shares issued to the reporting person, net applicable tax, as soon as practicable.

F8: Each restricted share unit ("RSU") represents a contingent right to receive one RBA common share or the economic equivalent thereof.

F9: The RSUs vest in three equal annual installments beginning March 14, 2026. The commons shares underlying vested RSUs will be released to the resporting person, net of tax.

F10: Tax withholding on the 2022 PSUs and DERs that vested on March 14, 2025.

F11: Tax withholding on the 2023 RSUs & DERs that vested on March 14, 2025

F12: Tax withholding on the 2024 RSUs & DERs that vested on March 14, 2025.