KESSLER JAMES FRANCIS 4

What Happened
James Francis Kessler, CEO of RB Global (RBA), exercised 20,742 stock options at an $80.00 exercise price on 2026-01-21 (cost $1,659,360) and promptly sold all 20,742 shares in an open-market sale at $115.00 per share for $2,385,330. The transaction structure shows an option exercise (transaction code M) followed by an open-market sale (S); net proceeds before taxes and fees were about $725,970.

Key Details

• Transaction date: 2026-01-21 (reported on Form 4 filed 2026-01-22) — filing appears timely.
• Exercise: 20,742 shares exercised at $80.00 each = $1,659,360 (code M).
• Sale: 20,742 shares sold at $115.00 each = $2,385,330 (code S).
• Derivative line: 20,742 derivative units also reported disposed at $0.00 (code M) consistent with the option conversion/settlement.
• Shares owned after the transactions: not specified in the provided summary of the filing.
• Footnotes: F2 — the option was granted Aug 21, 2021 and vested Aug 12, 2024. F1 notes inclusion of Employee Stock Purchase Plan purchases through Nov 14, 2025.

Context

• Transaction code M = option exercise; the immediate sale indicates a cashless or simultaneous sell-to-cover pattern (exercise then sell), which is common for executives converting option value to cash.
• Sales do not by themselves signal company outlook; purchases are generally considered a stronger bullish indicator. This filing simply documents exercise and sale activity by the CEO.