RB GLOBAL INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

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PROXY STATEMENT

Notice of Annual and Special Meeting of

Shareholders to be held on May 5, 2025

Dear Fellow Shareholders,

We cordially invite you to attend our 2025 Annual and Special Meeting of Shareholders, which will be held on May 5, 2025. Registered shareholders may participate in our annual meeting online via live webcast, as outlined in this proxy statement.

We are proud of our solid financial performance in these complex economic times, a testament to our teammates’ ongoing dedication to serving our partners and customers. We are driving profitable growth by focusing on operational excellence while continuing to invest in strategic areas to position us for long-term growth.

In our commercial construction and transportation sector, we focused on driving sustainable growth by expanding our North American sales coverage by 5% year-over-year in the face of a normalizing equipment consignment market. We believe these efforts will enable us to capture new opportunities as business conditions change. In the automotive sector, we proudly report that we continue to outperform industry trends. We delivered strong average selling prices for our partners, driven by investments in technology and attracting record-high engagement from international buyers. These advancements and ongoing transparency initiatives have reinforced our leadership in salvage vehicles, resulting in significant partnership wins in the U.S. and Australia.

As we pursue our strategic priorities, we continually assess our organizational structure to ensure we have the best leadership to drive long-term shareholder value. We are committed to attracting and retaining top talent. In 2024, we made several key leadership changes to support that commitment: Eric J. Guerin joined as Chief Financial Officer, Steve Lewis as Chief Operations Officer, and Nancy King as Chief Technology Officer. More information about those leaders is in the “Information Concerning our Executive Officers” section below. We look forward to the continued benefits of their leadership and contributions at RB Global.

Your vote is important to us, and we hope your shares are represented and voted at the meeting. Instructions on voting are found throughout this proxy statement, including in the section entitled “Questions and Answers About the Meeting, Proxy Materials and Voting.”

We also greatly appreciate our investors' time in providing the board with valuable insight on how they believe RB Global can improve. We look forward to our continued dialogue. On behalf of the RB Global Board of Directors and the management team, we thank you for your investment, continued support, and confidence in RB Global.

On behalf of the RB Global Board of Directors,

Two Westbrook Corporate Center, Suite 500

Westchester, Illinois 60154, United States

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To The Shareholders:

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the “Meeting”) of the shareholders of RB GLOBAL, INC. (the “Company”) will be held in a virtual-only format on May 5, 2025 at 11:00 a.m. (Central Time), for the following purposes:

to receive the financial statements of the Company for the financial year ended December 31, 2024 and the report of the auditors thereon;

to elect the directors of the Company to hold office until their successors are elected at the next annual meeting of the Company;

to appoint the auditors of the Company to hold office until the next annual meeting of the Company and to authorize the Audit Committee of the Board of Directors to fix the remuneration to be paid to the auditors;

to consider and, if deemed advisable, to approve, on an advisory basis, a non-binding resolution on the compensation of the Company’s named executive officers, as more particularly described in the accompanying proxy statement;

to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to ratify, confirm and approve the Company’s Second Amended and Restated Shareholder Rights Plan Agreement, dated as of February 24, 2025, between the Company and Computershare Investor Services Inc.; and

to transact such other business as may properly be brought before the Meeting.

The Meeting will be held in a virtual-only format conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. We have structured our virtual meeting to provide shareholders the same rights as if the Meeting were held in person. Shareholders may listen to the Meeting, submit questions and vote online at: http://www. virtualshareholdermeeting.com/rba2025 (the “2025 Meeting Website”). To be admitted to vote or ask questions at the Meeting through the 2025 Meeting Website, you must enter the control number found on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. You may vote during the Meeting by following the instructions available on the 2025 Meeting Website during the Meeting.

Further information regarding the matters to be considered at the Meeting is set out in the accompanying proxy statement.

The directors of the Company have fixed the close of business on March 20, 2025 as the record date for determining the shareholders entitled to receive notice of and to vote at the Meeting. Only registered shareholders of the Company as of March 20, 2025 will be entitled to vote online or by proxy at the Meeting or any adjournment or postponement thereof.

It is important that your shares be represented and voted at the Meeting. We urge you to vote your shares either by Internet, phone or mail as promptly as possible so your shares will be represented at the Meeting. Instructions on voting your shares are in the Notice of Internet Availability of Proxy Materials you received for the Meeting. If you received paper copies of our proxy materials, instructions on voting your shares can be found on the enclosed proxy form. Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:00 a.m. (Central Time) on May 1, 2025. To be effective, forms of proxy sent by mail must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof.

All non-registered shareholders who receive these materials through a broker or other intermediary should complete and return the materials in accordance with the instructions provided to them by such broker or intermediary.

DATED at Vancouver, British Columbia, as of this 24 th day of March, 2025.

By Order of the Board of Directors

Ryan Welsh

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2025 The Company’s Proxy Statement and 2024 Annual Report are available at investor.rbglobal.com