KESSLER JAMES FRANCIS 4
4 · RB GLOBAL INC. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
RB Global (RBA) CEO James Kessler Exercises Awards; Shares Withheld
What Happened
James Kessler, CEO of RB Global, converted vested performance- and restricted-share units (PSUs/RSUs/DERs) that vested March 14, 2026. In total the filing shows ~303,953 award-derived shares granted/converted (including a 47,237 RSU award reported 3/13/2026). To satisfy tax withholding obligations, 109,261 shares were withheld (cashless/net settlement), totaling approximately $10,776,739. After withholding, about 194,692 net common shares will be issued to Kessler.
Key Details
- Transaction dates: grant reported 2026-03-13; PSUs/RSUs/DERs vested and were converted on 2026-03-14. Form 4 filed 2026-03-17.
- Withheld shares (tax withholding / disposition amounts):
- 89,448 shares withheld for $8,826,729 (priced at $98.68)
- 7,455 shares withheld for $735,659 (priced at $98.68)
- 5,687 shares withheld for $561,193 (priced at $98.68)
- 6,671 shares withheld for $653,158 (priced at $97.91)
- Total withheld: 109,261 shares ≈ $10.78M
- Awards converted/issued (aggregate): ~303,953 shares (includes a 47,237 RSU grant on 3/13/2026). Net issued after tax withholding: ~194,692 shares.
- Footnotes: filing explains PSUs/RSUs/DERs vested on March 14, 2026 and will be settled in common shares issued to the reporting person, net of applicable tax (F1–F7). F8 notes a separate RSU vesting schedule for certain grants.
- Shares owned after transaction: not specified in the provided filing extract.
- Filing timeliness: Form 4 was filed March 17, 2026, reporting transactions on March 13–14, 2026; no late-filing flag was indicated in the provided data.
Context
- These transactions are the result of award vesting and conversion of contingent rights (PSUs/RSUs/DERs) into common stock — not open-market purchases or sales. The tax-withholding entries represent a common net-share settlement (shares withheld to cover taxes), not a public sale signaling market sentiment.
- For retail investors tracking insider moves: this is primarily an award vesting / settlement event. Purchases (which might be interpreted as a strong bullish signal) did not occur here; instead, shares were issued and partially withheld for tax obligations.
Insider Transaction Report
Form 4
KESSLER JAMES FRANCIS
Chief Executive Officer
Transactions
- Exercise/Conversion
Common Shares
[F1]2026-03-14+7,455→ 115,024 total - Exercise/Conversion
Common Shares
[F1]2026-03-14+202,712→ 317,736 total - Tax Payment
Common Shares
[F4]2026-03-14$98.68/sh−89,448$8,826,729→ 228,288 total - Exercise/Conversion
Common Shares
[F2]2026-03-14+16,893→ 245,181 total - Exercise/Conversion
Common Shares
[F2]2026-03-14+622→ 245,803 total - Tax Payment
Common Shares
[F5]2026-03-14$98.68/sh−7,455$735,659→ 238,348 total - Exercise/Conversion
Common Shares
[F2]2026-03-14+13,039→ 251,387 total - Exercise/Conversion
Common Shares
[F2]2026-03-14+321→ 251,708 total - Tax Payment
Common Shares
[F6]2026-03-14$98.68/sh−5,687$561,193→ 246,021 total - Exercise/Conversion
Common Shares
[F2]2026-03-14+15,496→ 261,695 total - Exercise/Conversion
Common Shares
[F2]2026-03-14+178→ 261,695 total - Tax Payment
Common Shares
[F7]2026-03-14$97.91/sh−6,671$653,158→ 255,024 total - Exercise/Conversion
Dividend Equivalent Rights (2023 PSUs)
[F1]2026-03-14−7,455→ 0 total→ Common Shares (7,455 underlying) - Exercise/Conversion
Performance Share Units (2023 PSUs)
[F1]2026-03-14−202,712→ 0 total→ Common Shares (202,712 underlying) - Exercise/Conversion
Restricted Share Units (2023 RSUs)
[F2]2026-03-14−16,893→ 0 total→ Common Shares (16,893 underlying) - Exercise/Conversion
Dividend Equivalent Rights (2023 RSUs)
[F2]2026-03-14−622→ 0 total→ Common Shares (622 underlying) - Exercise/Conversion
Restricted Share Units (2024 RSUs)
[F2]2026-03-14−13,039→ 13,361 total→ Common Shares (13,039 underlying) - Exercise/Conversion
Dividend Equivalent Rights (2024 RSUs)
[F2]2026-03-14−321→ 322 total→ Common Shares (321 underlying) - Exercise/Conversion
Restricted Share Units (2025 RSUs)
[F2]2026-03-14−15,496→ 30,993 total→ Common Shares (15,496 underlying) - Exercise/Conversion
Dividend Equivalent Rights (2024 RSUs)
[F2]2026-03-14−178→ 358 total→ Common Shares (178 underlying) - Award
Restricted Share Units (2026 RSUs)
[F3][F8]2026-03-13+47,237→ 47,237 total→ Common Shares (47,237 underlying)
Holdings
- 1,854(indirect: Employee Stock Purchase Plan)
Common Shares
Footnotes (8)
- [F1]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, 2026, the PSUs and DERs will be settled in common shares issued to the reporting person, net applicable tax, as soon as practicable.
- [F2]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, 2026, the RSUs and DERs will be settled in common shares issued to the reporting person, net applicable tax, as soon as practicable.
- [F3]Each restricted share unit ("RSU") represents a contingent right to receive one RBA common share or the economic equivalent thereof.
- [F4]Tax withholding on the 2023 PSUs and DERs that vested on March 14, 2026.
- [F5]Tax withholding on the 2023 RSUs & DERs that vested on March 14, 2026
- [F6]Tax withholding on the 2024 RSUs & DERs that vested on March 14, 2026.
- [F7]Tax withholding on the 2025 RSUs & DERs that vested on March 14, 2026
- [F8]The RSUs vest in equal annual installments beginning March 13, 2027. The common shares underlying vested RSUs will be released to the reporting person, net of tax.
Signature
/s/ Maria Teresa Punsalan, attorney-in-fact for James F. Kessler|2026-03-17