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RB GLOBAL INC.

For the period ended Apr 30, 2026. Filed Mar 19, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2026 · Filed Mar 19, 2026

RBA$93.52-1.3%Stored close · as of Nov 6, 2026
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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. )

Filed by the Registrant ☒Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Proxy Statement

Notice of Annual and Special Meeting of

Shareholders to be held on April 30, 2026

12026 Proxy Statement

Dear Fellow Shareholders,

We are proud of our strong financial and operating results in 2025 and the resulting returns we delivered to RB Global shareholders, including a 1% increase in Diluted Earnings Per Share. This strong performance, combined with continued confidence in our strategy, led to a ~14% increase in RB Global’s stock price for the year.

Our team’s commitment to our partners and customers, the operational excellence instilled across the organization, and disciplined investments in strategic growth areas paved the way for this meaningful upside. We believe we are well-positioned to capture market share in large and growing markets. We have robust cash flows to fuel both capital returns and value-creating investments that help extend our geographic reach, support our entry into complementary and adjacent end markets, strengthen our ecosystem, and accelerate access to new customers. RB Global’s Board of Directors and management team are confident in the road ahead and our ability to continue driving sustainable, long-term shareholder value.

Building on Our Significant Momentum

In the commercial construction and transportation sector, we are enhancing operational efficiency and advancing our growth strategy to help navigate a dynamic market environment and to support our ability to capitalize on emerging opportunities as market conditions evolve. We continue to optimize our territory manager network and implement targeted initiatives, which are designed to enhance our sales force’s productivity. In addition to acquisitions, we continue to invest in making our customers’ experience better, both digitally and physically at the yard.

In our automotive sector, we continued to outpace the market in 2025, achieving market-share gains and expanding unit volumes. Strong operational performance for our partners remained a hallmark, with service-level excellence and continued growth in average selling prices for our U.S. insurance partners. We also continued to grow our international buyer base with new market alliance partners and expanded our international partnerships, reinforcing our leadership position and setting the stage for continued growth.

Enhanced Operating Model – Increasing Speed and Driving Exceptional Customer Experiences

To best position the Company for the future, on August 12, 2025, we announced that we were realigning the executive leadership team and implementing a new, transformative operating model. Anchored by senior leaders who drive a culture of clarity, focus, and speed, the new structure empowers our teams to concentrate on what matters most – increasing transactional volumes and delivering exceptional customer experiences that drive tangible value for our partners.

We Look Forward to Sharing More About Our Progress with You

We look forward to discussing our progress and future value-creation opportunities over the coming year, as well as at the upcoming Annual and Special Meeting of Shareholders on April 30, 2026. Registered shareholders may participate in our annual meeting online via live webcast, as outlined in this proxy statement. 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 deeply value the time and thoughtful perspectives our investors share with the Board and management team. Your insights are instrumental to our success.

On behalf of the RB Global Board of Directors and the management team, thank you for your investment, continued support, and confidence in RB Global.

On behalf of the RB Global Board of Directors,

Bob Elton Chair of the BoardJim KesslerChief Executive Officer
22026 Proxy Statement

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 April 30, 2026 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, 2025 and the report of the auditors thereon;

to consider and, if deemed advisable, to pass, with or without variation, a special resolution to determine the number of directors on the Company’s Board of Directors and the number of directors to be elected at the Meeting to be ten (10);

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, a special resolution to empower the directors of the Company, by resolution of the directors, to determine the number of directors within the minimum and maximum number set out in the Company’s Articles of Continuance;

to consider the shareholder proposal set out on pages 101 to 103 of Appendix B; 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/rba2026 (the “2026 Meeting Website”). To be admitted to vote or ask questions at the Meeting through the 2026 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 2026 Meeting Website during the Meeting.

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

32026 Proxy Statement

The directors of the Company have fixed the close of business on March 6, 2026 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 6, 2026 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 April 28, 2026. 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 April 28, 2026.

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 19th day of March, 2026.

By Order of the Board of Directors

Ryan Welsh

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2026 The Company’s Proxy Statement and 2025 Annual Report are available at investor.rbglobal.com

42026 Proxy Statement
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.