KESSLER JAMES FRANCIS 4

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.