KESSLER JAMES FRANCIS 4

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.