Form 4: RB Global Director Smith Reports Beneficial Ownership Changes

Director Jeffrey C. Smith reports changes in beneficial ownership of RB Global Inc. securities, including common shares and derivative securities.

Summary

• On March 1, 2024, Jeffrey C. Smith, a director of RB Global Inc., reported changes in his beneficial ownership of the company's securities.
• The report includes transactions related to dividend equivalent rights and deferred share units (DSUs).
• Smith indirectly owns 251,163 common shares through Starboard Value LP.
• He also indirectly owns 6,775,252 common shares through Series A Preferred Shares held by Starboard Value LP.
• Smith directly owns 1,145 Deferred Share Units.
• The dividend equivalent rights accrued in respect of the reporting person's deferred share unit ('DSU'), and become exercisable and payable concurrently with the DSUs.
• Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share.
• Each DSU represents the economic equivalent of one RBA common share.
• A lump sum cash payment will be made by RBA to the reporting person, net of tax withholding, calculated by multiplying the number of DSUs by the fair market value of one RBA common share as of (i) the 24th business day after the first publication by or on behalf of RBA of interim financial statements and MD&A for the fiscal quarter of the corporation following such Termination or (ii) where the Termination occurs in RBA's fourth fiscal quarter, the 24th business day (or such fewer number of business days as may be determined by the Committee) after the first publication by or on behalf of RBA of annual financial statements and MD&As for such fiscal year of RBA.
• Holders of the Series A Preferred Shares have the right to convert their Series A Preferred Shares any time or times on or after February 1, 2023, into a number of Common Shares, without par value (the 'Common Shares') equal to the face amount of such Series A Preferred Shares multiplied by the then-applicable conversion rate (the 'Conversion Rate').
• The current Conversion Rate is 0.0139696 Common Shares per $1.00 face amount of Series A Preferred Shares, subject to customary anti-dilution adjustment provisions.

Sentiment

Score: 5

Explanation: This is a neutral regulatory filing detailing changes in ownership. It doesn't inherently indicate positive or negative sentiment.

Industry Context

This filing is a routine disclosure related to changes in beneficial ownership by a company insider, which is a common practice in publicly traded companies.

Stakeholder Impact

• The filing provides transparency to shareholders regarding the ownership structure of the company.
• Changes in insider ownership can sometimes influence investor sentiment, although this particular filing appears routine.

Key Dates