RB GLOBAL INC.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
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Share-based Payments
Note 17. Share-based Payments
The following table presents the components of share-based payment expense by consolidated income statement classification:
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Selling, general and administrative: | ||||
| Stock option compensation expense | $0.1 | $0.7 | $0.6 | $3.0 |
| Equity-classified share units | 19.9 | 7.3 | 55.0 | 32.9 |
| Liability-classified share units | 0.4 | 0.6 | 1.7 | 2.1 |
| Employee share purchase plan | 1.4 | 1.2 | 5.7 | 5.8 |
| 21.8 | 9.8 | 63.0 | 43.8 | |
| Acquisition-related and integration costs: | ||||
| Acceleration of share-based payments expense | — | 0.1 | — | 1.0 |
| Share-based continuing employment costs | 1.0 | 0.2 | 1.4 | 0.4 |
| 1.0 | 0.3 | 1.4 | 1.4 | |
| $22.8 | $10.1 | $64.4 | $45.2 | |
| RB Global, Inc. | 18 |
|---|
Note 17. Share-based Payments (continued)
Share units
The following table presents share unit activity for the nine months ended September 30, 2025 (actual number of units; weighted-average grant-date fair value per share unit):
| Equity-classified · Liability-classified | ||||||||
|---|---|---|---|---|---|---|---|---|
| Performance Share Units (Performance Conditions) | Performance Share Units (Market Conditions) | Restricted Share Units | Deferred Share Units | |||||
| Number | WA grantdate fairvalue | Number | WA grantdate fairvalue | Number | WA grantdate fairvalue | Number | WA grantdate fairvalue | |
| Outstanding, December 31, 2024 | 450,175 | $64.73 | 268,954 | $105.53 | 607,805 | $66.00 | 73,490 | $40.29 |
| Granted | 153,439 | 99.88 | 153,208 | 151.41 | 479,032 | 98.26 | 606 | 106.01 |
| Vested and settled | (132,018) | 58.74 | — | — | (283,613) | 63.30 | (2,245) | 67.40 |
| Forfeited | (4,155) | 73.41 | (2,870) | 125.54 | (29,704) | 81.11 | — | — |
| Outstanding at September 30, 2025 | 467,441 | $77.88 | 419,292 | $122.16 | 773,520 | $86.39 | 71,851 | $40.00 |
Performance Share Units ("PSUs")
During the nine months ended September 30, 2025, the Company granted PSUs to executives and senior employees, approximately half of which have performance vesting conditions and approximately half of which have market vesting conditions, conditional upon the Company's total shareholder return relative to a peer group. The PSUs have three-year performance and market vesting periods.
The fair values of PSUs with performance vesting conditions were estimated using the closing price of the Company's common shares listed on the NYSE on the respective grant dates and thefair value of PSUs with market vesting conditions was estimated using a Monte Carlo simulation model on the respective grant dates, incorporating the following significant assumptions, presented on a weighted average basis:
| Nine months endedSeptember 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Risk free interest rate | 4.0% | 4.4% |
| Expected lives of the PSUs | 3 years | 3 years |
| Expected volatility | 30.4% | 32.2% |
| Average expected volatility of comparable companies | 34.7% | 48.3% |
Restricted Share Units ("RSUs")
During the nine months ended September 30, 2025, the Company granted RSUs to employees which have service vesting conditions. The RSUs vest over athree-year graded vesting period or cliff vest after 3 years, depending on the terms of the grant.
The fair values of RSUs were estimated using the closing price of the Company's common shares listed on the NYSE on the respective grant dates.
| RB Global, Inc. | 19 |
|---|
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