KESSLER JAMES FRANCIS 4

4 · RB GLOBAL INC. · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

RB Global (RBA) CEO James Kessler Receives Performance Award

What Happened

James Francis Kessler, CEO of RB Global, reported award grants on 2026-02-12: 202,712 performance share units (PSUs) and 6,807 dividend-equivalent rights (DERs). Both entries are recorded as derivative awards at $0.00 per unit (transaction code A).
The PSUs represent contingent rights to receive one RBA common share (or cash equivalent); the DERs represent the economic equivalent of one common share tied to accrued dividends. The grants were approved because the Compensation Committee determined applicable performance criteria were satisfied.

Key Details

Transaction date: February 12, 2026; recorded price: $0.00 (derivative awards).
Award totals: 202,712 PSUs + 6,807 DERs = 209,519 units awarded.
Vesting/payment: PSUs vest on March 13, 2026; vested shares or cash (per plan) will be paid net of tax as soon as practicable after the month in which they vest (per footnote F4).
Notable footnotes: F1 (DERs tied to PSUs), F2 (Committee determined performance criteria met), F3 (each PSU = one share or cash), F4 (vesting/payment timing and tax withholding).
Shares owned after transaction: Not specified in the provided filing excerpt.
Filing timeliness: Report filed 2026-02-17 for a 2026-02-12 transaction. Form 4s are normally due within two business days of the transaction; this filing appears later than that typical deadline.

Context

This was an award/grant (not an open-market purchase or sale), so it reflects compensation and performance-based pay rather than an immediate trading sentiment. PSUs are contingent until vested; they may convert to shares or cash at vesting.

Form 4

Period: 2026-02-12

Chief Executive Officer

Transactions

Award
Dividend Equivalent Rights (2023 PSUs)
[F1][F2]
2026-02-12+6,807→ 6,807 total
→ Common Shares (6,807 underlying)
Award
Performance Share Units (2023 PSUs)
[F3][F2][F4]
2026-02-12+202,712→ 202,712 total
→ Common Shares (202,712 underlying)

Footnotes (4)

[F1]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 2023 grant of performance share units ("PSUs"), and become exercisable proportionately with the PSUs to which they relate.
[F2]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.
[F3]Each PSU represents a contingent right to receive one RBA common share or the economic equivalent thereof.
[F4]The PSUs vest on March 13, 2026.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.

Signature

/s/ Maria Teresa Punsalan, attorney-in-fact for James F. Kessler|2026-02-17

1 file