RB GLOBAL INC.RBA
RB GLOBAL INC. Stock Compensation Disclosure
Note 22. Share-based Payments
The following table presents the components of share-based payment expense by consolidated income statement classification:
| Year ended December 31, | 2025 | 2024 | 2023 | |||||||||||||||||
| Selling, general and administrative: | ||||||||||||||||||||
| Stock option compensation expense | $ | 0.8 | $ | 3.5 | $ | 7.7 | ||||||||||||||
| Equity-classified share units | 55.0 | 47.1 | 32.0 | |||||||||||||||||
| Liability-classified share units | 1.4 | 2.9 | 2.5 | |||||||||||||||||
| Employee stock purchase plan | 7.3 | 7.3 | 4.7 | |||||||||||||||||
| 64.5 | 60.8 | 46.9 | ||||||||||||||||||
| Acquisition-related and integration costs: | ||||||||||||||||||||
| Acceleration of share-based payments expense | — | 1.0 | 6.8 | |||||||||||||||||
| Share-based continuing employment costs | 1.5 | 0.6 | 3.8 | |||||||||||||||||
| 1.5 | 1.6 | 10.6 | ||||||||||||||||||
| $ | 66.0 | $ | 62.4 | $ | 57.5 | |||||||||||||||
2023 Share Incentive Plan
On May 8, 2023, the Company’s shareholders approved the 2023 Share Incentive Plan (“2023 Plan”) which allows the Company to grant employees, officers, non-employee directors, and other key persons various types of equity-based awards, including stock options, PSUs and RSUs. Up to 9.4 million shares may be issued pursuant to the 2023 Plan and at December 31, 2025 there were 7.3 million shares available for issuance.
The following table summarizes share unit activity (actual number of units; weighted-average grant-date fair value per unit):
| PSUs (Performance) | PSUs (Market) | RSUs | DSUs | ||||||||||||||||||||||||||||||||||||||||||||
| Number | WA grant date fair value | Number | WA grant date fair value | Number | WA grant date fair value | Number | WA grant date fair value | ||||||||||||||||||||||||||||||||||||||||
| Outstanding, December 31, 2022 | 662,634 | $ | 51.71 | 102,879 | $ | 66.08 | 68,024 | $ | 58.32 | 108,365 | $ | 39.35 | |||||||||||||||||||||||||||||||||||
| Granted | 94,729 | 58.04 | 80,398 | — | 425,309 | 53.35 | 24,573 | 55.49 | |||||||||||||||||||||||||||||||||||||||
| Assumed in IAA acquisition | — | — | — | — | 366,379 | 52.79 | — | — | |||||||||||||||||||||||||||||||||||||||
| Vested and settled | (283,086) | 42.23 | — | — | (309,102) | 53.22 | (32,378) | 54.68 | |||||||||||||||||||||||||||||||||||||||
| Forfeited | (58,848) | 60.62 | (9,017) | — | (10,939) | 55.06 | — | — | |||||||||||||||||||||||||||||||||||||||
| Outstanding, December 31, 2023 | 415,429 | $ | 58.35 | 174,260 | $ | — | 539,671 | $ | 53.64 | 100,560 | $ | 38.36 | |||||||||||||||||||||||||||||||||||
| Granted | 164,520 | 76.11 | 162,942 | 122.91 | 340,271 | 76.64 | 11,887 | 72.93 | |||||||||||||||||||||||||||||||||||||||
| Vested and settled | (114,315) | 58.79 | (58,511) | 66.08 | (237,766) | 53.74 | (38,957) | 45.28 | |||||||||||||||||||||||||||||||||||||||
| Forfeited | (15,459) | 58.37 | (9,737) | 84.04 | (34,371) | 62.12 | — | — | |||||||||||||||||||||||||||||||||||||||
| Outstanding, December 31, 2024 | 450,175 | $ | 64.73 | 268,954 | $ | 105.53 | 607,805 | $ | 66.00 | 73,490 | $ | 40.29 | |||||||||||||||||||||||||||||||||||
| Granted | 154,552 | 99.76 | 154,322 | 151.24 | 481,294 | 98.22 | 830 | 104.28 | |||||||||||||||||||||||||||||||||||||||
| Vested and settled | (132,252) | 58.78 | (234) | 129.28 | (286,298) | 63.59 | (2,245) | 67.40 | |||||||||||||||||||||||||||||||||||||||
| Forfeited | (98,294) | 61.82 | (48,861) | 86.19 | (46,604) | 84.20 | — | — | |||||||||||||||||||||||||||||||||||||||
| Outstanding, December 31, 2025 | 374,181 | $ | 82.06 | 374,181 | $ | 126.89 | 756,197 | $ | 86.30 | 72,075 | $ | 40.18 | |||||||||||||||||||||||||||||||||||
Conversion of IAA Share-based Awards
In connection with the acquisition of IAA in March 2023, IAA’s stock options, RSUs and PSU awards were cancelled and exchanged into 0.2 million Company stock options and 0.4 million Company RSU awards, based on the equity award exchange ratio of 0.763139. At closing, the converted share-based awards had an estimated aggregate fair value of $24.9 million, of which $4.8 million was attributable to post-combination services and is being recognized as share-based payments expense over the requisite service periods. The converted awards are subject to the same terms and conditions applicable to the corresponding IAA awards held prior to the acquisition, including vesting terms, with exception to RSU awards that replaced IAA’s PSU awards, which have service conditions rather than service and performance conditions.
Performance Share Units
PSUs are granted to executives and senior employees and contain service conditions along with performance or market conditions, conditional upon the Company's total shareholder return relative to a peer group. PSUs typically have three-year performance and market vesting conditions.
The fair value of PSUs with market conditions are estimated on the grant date using a Monte Carlo simulation model. The significant assumptions used to estimate the fair value are presented in the following table on a weighted-average basis:
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||||||||||
| Risk free interest rate | 4.0 | % | 4.4 | % | 4.5 | % | ||||||||||||||
| Expected lives of the PSUs | 3 years | 3 years | 2 years | |||||||||||||||||
| Expected volatility | 30.4 | % | 32.2 | % | 32.7 | % | ||||||||||||||
| Average expected volatility of comparable companies | 34.7 | % | 48.3 | % | 48.6 | % | ||||||||||||||
At December 31, 2025, the unrecognized share unit expense related to PSUs with market conditions was $18.7 million, which is expected to be recognized over a weighted-average period of 1.8 years and the unrecognized share unit expense related to PSUs with performance conditions was $12.5 million, which is expected to be recognized over a weighted-average period of 1.8 years.
Restricted Share Units
RSUs granted to employees typically vest over a three-year service period and RSUs granted to directors vest on the earlier of (i) the one year anniversary of the grant date and (ii) the date of the Company's next annual meeting of shareholders. The issuance of shares related to RSUs granted to directors may be deferred at the holder's election.
At December 31, 2025, the unrecognized share unit expense related to equity-classified RSUs was $28.7 million, which is expected to be recognized over a weighted-average period of 1.8 years.
Deferred Share Units
At December 31, 2025, the unrecognized compensation expense associated with DSUs was nil. The total market value of liability-classified share units which vested during the year ended December 31, 2025 was $0.2 million (2024: $3.2 million; 2023: $1.8 million).
Stock Options
There were nil stock options granted during the year ended December 31, 2025 (2024: nil; 2023: 0.3 million). The following table presents stock options granted historically, which remain outstanding and exercisable as of December 31, 2025 (actual number of stock options):
| Stock options | Premium-priced stock options | ||||||||||
| Outstanding, December 31, 2025 | 790,276 | 392,238 | |||||||||
| Exercisable, December 31, 2025 | 716,433 | 392,238 | |||||||||
At December 31, 2025, the unrecognized compensation expense associated with stock options was $0.1 million. Cash received from stock option exercises for the year ended December 31, 2025 was $22.5 million (2024: $49.3 million; 2023: $34.5 million). The actual tax benefit realized related to the exercise of stock options totaled $1.9 million for the year ended December 31, 2025 (2024: $2.3 million; 2023: $0.8 million).
Employee Stock Purchase Plan
On May 8, 2023, the Company's shareholders approved the 2023 Employee Stock Purchase Plan (the “2023 ESPP”) under which 3.0 million common shares of the Company were reserved for issuance and at December 31, 2025, there were 1.9 million shares available for issuance.
The 2023 ESPP allows eligible employees to contribute up to 15% of their base compensation during each semi-annual offering period, up to twenty-five thousand dollars, towards the purchase of Company’s stock, at 85% of the lower of the fair market value on: i. the first day of the applicable offering period, or ii. the last day of the applicable purchase period within the offering period. Employees also have the option to participate through a cashless program, by electing to settle on a net basis on the purchase date. At the end of each purchase period, employee contributions are used to purchase Company common stock.
During each of the years ended December 31, 2025, December 31, 2024 and December 31, 2023, there were two offerings under the 2023 ESPP. The 2025 offerings had weighted-average grant date fair values of $22.27 and $19.87 (2024: $15.94 and $19.42; 2023: $11.99 and $12.43).
The significant assumptions used to estimate the fair value of ESPP awards are presented in the following table on a weighted-average basis:
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||||||||||
| Risk free interest rate | 3.8 | % | 4.4 | % | 5.3 | % | ||||||||||||||
| Expected dividend yield | 1.24 | % | 1.26 | % | 1.81 | % | ||||||||||||||
| Expected lives of the ESPP | 9 months | 9 months | 8 months | |||||||||||||||||
| Expected volatility | 22.7 | % | 27.5 | % | 28.1 | % | ||||||||||||||
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 17, 2022 | |
| 2020 | Feb 18, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 26, 2018 | |
| 2016 | Feb 21, 2017 | |
| 2015 | Feb 25, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.