Form 8-K

8-K — RB GLOBAL INC.

Accession: 0001104659-26-107718

Filed: 2026-09-15

Period: 2026-09-15

CIK: 0001046102

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Other Events

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM 8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

September 15, 2026

RB Global, Inc.

(Exact

name of registrant as specified in its charter)

Canada

001-13425

98-0626225

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Two

Westbrook Corporate Center, Suite

500,Westchester,

Illinois 60154

(Address of principal executive offices) (Zip Code)

(708)

492-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d

-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e

-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

RBA

New

York Stock Exchange

Common

Share Purchase Rights

N/A

New

York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 8.01

Other Events.

On September 15, 2026, RB Global, Inc. (the “Company”)

announced that its board of directors authorized a $500 million increase to its previously announced share repurchase program (normal

course issuer bid) and that it has obtained the approval of the Toronto Stock Exchange to increase the maximum number of its common shares

that the Company may repurchase under the normal course issuer bid. A copy of the news release containing further details is attached

as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

99.1

News release, dated September 15, 2026 issued by RB

Global, Inc.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RB GLOBAL, INC.

By:

/s/ Ryan Welsh

Ryan Welsh

VP Legal & Corporate Secretary

Date: September 15, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625417d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

RB Global, Inc.

2 Westbrook Corporate Center

Westchester, IL

rbglobal.com

RB Global Announces an Increase to its Share Repurchase Program

from $500 million to $1 billion

WESTCHESTER, IL, September 15, 2026

– RB Global, Inc. (NYSE: RBA) (TSX: RBA) (the “Company” or “RB Global”) announced today that the

Toronto Stock Exchange (“TSX”) has approved an amendment to its current normal course issuer bid (“NCIB”) to increase

the maximum number of common shares of the Company (“Shares”) that may be repurchased to be the lesser of 14,224,129 Shares,

representing approximately 10% of the total public float of the Company as of March 6, 2026, and that number of Shares worth an aggregate

of US$1 billion (the “NCIB Amendments”). No other terms of the NCIB have been amended.

The NCIB, launched on March 18, 2026, originally

allowed the Company to repurchase up to the lesser of 10,000,000 Shares (such amount representing approximately 7% of the total public

float of the Company as of March 6, 2026) and that number of Shares worth an aggregate of US$500 million. As of September 11,

2026, the Company has repurchased 5,363,497 Shares at an average price of approximately US$93.22 per Share under the NCIB.

The NCIB Amendments are expected to become effective

on September 17, 2026. The NCIB will terminate on March 17, 2027 or on such earlier date as the Company may complete its purchases

thereunder or as it may otherwise determine.

Subject to certain exemptions for block purchases,

the maximum number of its Shares that the Company may purchase on any one trading day on the TSX is 75,349 Shares, such amount representing

25% of the average daily trading volume of the Shares on the TSX alone for the six calendar months ended February 28, 2026. As of

March 6, 2026, 185,924,928 Shares of the Company were issued and outstanding and the total public float of the Company was 142,241,292

Shares. All Shares purchased under the NCIB will be cancelled.

The Company believes that the repurchase of its

Shares at certain market prices may be an attractive and appropriate use of the Company’s funds.

The Shares under the NCIB may be purchased through

an automatic repurchase plan (the “Purchase Plan”). Under the Purchase Plan, the Company’s broker may repurchase shares

under the NCIB at any time including, without limitation, when the Company would ordinarily not be permitted to do so due to regulatory

restrictions or self-imposed blackout periods. Purchases will be made by the Company’s broker based upon the parameters prescribed

by the TSX, applicable Canadian and U.S. securities laws and the terms of the parties' written agreement.

Purchases under the NCIB may be made at the then

current market price of the Shares through the facilities of the TSX, the New York Stock Exchange (the “NYSE”) or alternative

trading systems in Canada or the United States by means of open market transactions or by such other means as may be permitted by applicable

Canadian and U.S. securities laws.

There can be no assurance as to the precise number

of Shares that will be repurchased under the NCIB, or the aggregate dollar amount of the Shares purchased. The Company may discontinue

purchases at any time, subject to compliance with applicable regulatory requirements.

About RB Global

RB Global, Inc. (NYSE: RBA) (TSX: RBA) is

a leading, omnichannel marketplace and trusted provider of value-added insights, services and transaction solutions for buyers and sellers

of commercial assets and vehicles worldwide. Through its global network of auction sites and digital platform, RB Global serves customers

worldwide across a variety of asset classes, including automotive, construction, commercial transportation, government surplus, lifting

and material handling, energy, mining and agriculture. The Company’s end-to-end marketplace solutions include Ritchie Bros., IAA,

Rouse Services, SmartEquip and VeriTread. For more information about RB Global, visit www.rbglobal.com.

Forward-Looking Statements

Certain statements contained in this release

include “forward-looking statements” within the meaning of U.S. federal securities laws and “forward-looking

information” within the meaning of Canadian securities laws (collectively, "forward-looking statements").

Forward-looking statements herein include, in particular, statements relating to the normal

course issuer bid (including, but not limited to, statements regarding the timing and size of the share repurchase program),

and other subjects of this release that are not historical facts. Forward-looking statements are typically identified by such words

as “aim”, “anticipate”, “believe”, “could”, “continue”,

“estimate”, “expect”, “intend”, “may”, “ongoing”, “plan”,

“potential”, “predict”, “will”, “should”, “would”, “could”,

“likely”, “generally”, “future”, “long-term”, or the negative of these terms, and

similar expressions intended to identify forward-looking statements. It is uncertain whether any of the events anticipated by the

forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations

and financial condition of the Shares. Therefore, you should not place undue reliance on any such forward-looking statements and

caution must be exercised in relying on forward-looking statements. Forward-looking statements are based on current expectations and

assumptions that are subject to risks and uncertainties that may cause actual results to differ materially, including but not

limited to risks and uncertainties relating to: our ability to drive shareholder value; potential growth and market opportunities;

the level of participation in our auctions and the success of our online marketplaces; our ability to grow our businesses, acquire

new customers, enhance our sector reach, drive geographic depth, and scale our operations; the impact of our initiatives, services,

investments, and acquisitions on us and our customers; the acquisition or disposition of properties; potential future mergers and

acquisitions; our ability to integrate acquisitions; our future capital expenditures and returns on those expenditures; our ability

to add new business and information solutions, including, among others, our ability to maximize and integrate technology to enhance

our existing services and support additional value-added service offerings; the supply trend of equipment and vehicles in the market

and the anticipated price environment, as well as the resulting effect on our business and Gross Transaction Value

(“GTV”); our compliance with laws, rules, regulations, and requirements that affect our business; effects of various

economic, financial, industry, and market conditions or policies, including inflation, the supply and demand for property,

equipment, or natural resources; the behavior of commercial assets and vehicle pricing; the relative percentage of GTV represented

by straight commission or underwritten (guarantee and inventory) contracts, and its impact on revenues and profitability; our future

capital expenditures and returns on those expenditures; the effect of any currency exchange and interest rate fluctuations on our

results of operations; the effect of any tariffs on our results of operations; the grant and satisfaction of equity awards pursuant

to our compensation plans; any future declaration and payment of dividends, including the tax treatment of any such dividends; our

ability to realize the anticipated benefits of our share repurchase program or that the program may be suspended, discontinued or

not completed prior to its termination; financing available to us from our credit facilities or other sources, our ability to

refinance borrowings, and the sufficiency of our working capital to meet our financial needs; our ability to satisfy our present

operating requirements and fund future growth through existing working capital, credit facilities and debt; misappropriation of data

or cybersecurity incidents; and, failure to comply with privacy and data protection laws. Other risks that could cause actual

results to differ materially from those described in the forward-looking statements are included in “Part I, Item

1A: Risk Factors”, and the section titled "Summary of Risk Factors", in our Annual Report on Form 10-K for the

year ended December 31, 2025, as such risk factors may be amended, supplemented or superseded from time to time by other

reports we file with the Securities and Exchange Commission, including subsequent Quarterly Reports on Form 10-Q. The

forward-looking statements included in this release are made only as of the date hereof. While the list of factors presented here is

considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could

cause actual results to differ materially from those discussed or implied herein. RB Global does not undertake any obligation to

update any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or

other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.

For more information, please contact:

Sameer Rathod

Vice President, Investor Relations & Market Intelligence

Phone: 1.925.225.8875

Email: srathod@rbglobal.com

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