Chief Revenue Officer Jeter James J converted options into 12,957 shares, covered exercise/tax liability with 3,417 units of Common Shares and covered exercise/tax liability with 1,943 shares, increasing direct ownership by 37% to 27,864 units (SEC Form 4)
$RBA
Business Services
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RB GLOBAL INC. [ RBA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 3,562(1) | I | Employee Stock Purchase Plan | |||||||
| Common Shares | 03/14/2025 | M | 7,731 | A | (6) | 27,998 | D | |||
| Common Shares | 03/14/2025 | M | 531 | A | (6) | 28,529 | D | |||
| Common Shares | 03/14/2025 | F | 3,417(10) | D | $94.43 | 25,112 | D | |||
| Common Shares | 03/14/2025 | M | 1,464 | A | (7) | 26,576 | D | |||
| Common Shares | 03/14/2025 | M | 36 | A | (7) | 26,612 | D | |||
| Common Shares | 03/14/2025 | F | 621(11) | D | $94.43 | 25,991 | D | |||
| Common Shares | 03/14/2025 | M | 40 | A | (7) | 26,031 | D | |||
| Common Shares | 03/14/2025 | M | 3,155 | A | (7) | 29,186 | D | |||
| Common Shares | 03/14/2025 | F | 1,322(12) | D | $94.43 | 27,864 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 (2022 PSUs) | (2) | 02/12/2025(3) | A | 531 | (2) | (2) | Common Shares | 531 | $0 | 531 | D | ||||
| Performance Share Units (2022 PSUs) | (4) | 02/12/2025(3) | A | 7,731 | (5) | (5) | Common Shares | 7,731 | $0 | 7,731 | D | ||||
| Dividend Equivalent Rights (2022 PSUs) | (6) | 03/14/2025 | M | 531 | (6) | (6) | Common Shares | 531 | $0 | 0 | D | ||||
| Performance Share Units (2022 PSUs) | (6) | 03/14/2025 | M | 7,731 | (6) | (6) | Common Shares | 7,731 | $0 | 0 | D | ||||
| Restricted Share Units (2023 RSUs) | (7) | 03/14/2025 | M | 1,464 | (7) | (7) | Common Shares | 1,464 | $0 | 1,463 | D | ||||
| Dividend Equivalent Rights (2023 RSUs) | (7) | 03/14/2025 | M | 36 | (7) | (7) | Common Shares | 36 | $0 | 37 | D | ||||
| Dividend Equivalent Rights (2024 RSUs) | (7) | 03/14/2025 | M | 40 | (7) | (7) | Common Shares | 40 | $0 | 83 | D | ||||
| Restricted Share Units (2024 RSUs) | (7) | 03/14/2025 | M | 3,155 | (7) | (7) | Common Shares | 3,155 | $0 | 6,312 | D | ||||
| Restricted Share Units (2025 RSUs) | (8) | 03/14/2025 | A | 8,174 | (9) | (9) | Common Shares | 8,174 | $0 | 8,174 | D | ||||
| Explanation of Responses: |
| 1. Includes all Employees Stock Purchase Plan purchases through March 14, 2025. |
| 2. 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. |
| 3. 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. |
| 4. Each PSU represents a contingent right to receive one RBA common share or the economic equivalent thereof. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 8. Each restricted share unit ("RSU") represents a contingent right to receive one RBA common share or the economic equivalent thereof. |
| 9. 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. |
| 10. Tax withholding on the 2022 PSUs and DERs that vested on March 14, 2025. |
| 11. Tax withholding on the 2023 RSUs & DERs that vested on March 14, 2025 |
| 12. Tax withholding on the 2024 RSUs & DERs that vested on March 14, 2025. |
| /s/ Maria Teresa Punsalan, attorney-in-fact for James J. Jeter | 03/18/2025 | |
| ** 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. | ||