RB GLOBAL INC.

Note 13. Temporary Equity, Equity and Dividends

Series A Senior Preferred Shares

The Series A Senior Preferred Shares are convertible into common stock and were issued atan initial conversion price of $73.00 per share, which is subject to customary anti-dilution adjustment provisions. The conversion price is $71.58 per share as of March 31, 2026. The Series A Senior Preferred Shares carry a 5.5%preferred dividend, which is payable quarterly, in cash or in shares at the Company's option, and are entitled to participate on an as-converted basis in the Company's regular quarterly common share dividends, subject to a $0.27 per share per quarter floor. The Series A Senior Preferred Shares have no par value.

On the fourth anniversary of the issuance date of February 1, 2023, holders will have the right to increase the preferred dividend to 7.50%, and on the ninth anniversary of the issuance date, holders will have the right to increase the preferred dividend to a fixed percentage equal to the greater of (a)600 bps over the daily simple SOFR as then in effect and (b)10.50%, subject, in each case, to the Company’s right to redeem the Series A Senior Preferred Shares for which a dividend rate increase has been demanded.

Upon consummation of one or more specified change of control transactions, the holders will have the right to require the Company to repurchase the Series A Senior Preferred Shares in cash provided, however, that each holder, at its option, may elect instead to convert its Series A Senior Preferred Shares into the applicable change of control consideration. In addition, the Company has the right to redeem the Series A Senior Preferred Shares in the event of a change of control transaction where the successor entity is not traded on certain eligible markets. The possible future redemption of the Series A Senior Preferred Shares as a result of a change in control has been assessed as not probable at March 31, 2026.

Holders of the Series A Senior Preferred Shares are entitled to vote together with the common stock on an as-converted basis on all matters permitted by applicable law, subject to certain exceptions to enable compliance with applicable antitrust law. The Series A Senior Preferred Shares rank, with respect to rights as to dividends, distributions, redemptions and payments upon the liquidation, dissolution and winding up of the Company, (a) senior to all of the junior preferred stock, common stock and any other class or series of capital shares of the Company, issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series A Senior Preferred Shares, (b) on a parity basis with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which expressly provide that such class or series ranks on a parity basis with the Series A Senior Preferred Shares, and (c) junior with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which expressly provide that such class or series ranks on a senior basis to the Series A Senior Preferred Shares.

During the three months ended March 31, 2026, holders of the Series A Senior Preferred Shares were entitled to preferred dividends of $6.7 million (three months ended March 31, 2025 - $6.7 million) and participating dividends of $2.2 million (three months ended March 31, 2025 - $1.9 million).

Redeemable Non-controlling Interest

Redeemable non-controlling interest related tothe put/call agreement with one of the minority unitholders of VeriTread, under which the holder could put its remaining 21% interest to the Company if certain performance targets were met.

In January 2026, the minority unitholder exercised its put option, and the Company acquired the remaining redeemable non-controlling interest for approximately $12.3 million, reducing the redeemable non-controlling interest to nil. Subsequently, the Company also acquired the remaining interest held by the other remaining non-controlling interest holder. As of March 31, 2026, the Company owns 100% of VeriTread.

Common Stock Dividends

On May 1, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.31 per common share, payable on June 18, 2026, to common stockholders of record on May 27, 2026.

Share Repurchase Program

During the first quarter of 2026, the Company obtained Toronto Stock Exchange approval to commence a normal course issuer bid (“NCIB”) to purchase up to the lesser of (a)10.0 million Company common shares, and (b) that number of Company common shares worth an aggregate of $500.0 million. As of March 31, 2026, $500.0 million remains available and authorized for common share repurchases under the NCIB.