RB GLOBAL INC. (RBA)

CIK: 0001046102. SIC: 7389 Services-Business Services, NEC. Latest 10-K as of: 2026-02-25.

SIC breadcrumb: Services > Business Services > SIC 7389 Services-Business Services, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1046102. Latest filing source: 0001628280-26-011682.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001046102.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-04. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001046102.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-029808.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-04. Report date: 2026-03-31.

ITEM 2:    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements”, the condensed consolidated financial statements and notes thereto included in Part I, Item 1. Financial Statements of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, available on our website at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR+ at www.sedarplus.ca.

In the accompanying analysis of financial information, we sometimes refer to non-GAAP measures. Refer to the Non-GAAP Measures section of this discussion and analysis for the definitions of, and reasons we use, these non-GAAP measures and the reconciliations to their most directly comparable GAAP measures.

Unless otherwise indicated, all amounts in the following tables are in millions, except per share amounts.

Overview

For a complete overview of our business, refer to Part I, Item 1: Business of our Annual Report on Form 10-K for the year ended December 31, 2025.

The sectors discussed below are organized by asset class and include Automotive, Commercial, Construction and Transportation (“CC&T”), and Other. Automotive includes automobiles, including passenger vehicles and buses. CC&T includes equipment needed for earth moving, lift and material handling, as well as vocational and commercial trucks and trailers. Other primarily includes assets and equipment related to the agricultural, forestry and energy industries, government surplus assets, smaller consumer recreational transportation items and parts sold in our vehicle dismantling business1. Each respective sector includes salvage and non-salvage transactions.

Key Operating Metrics

We regularly review a number of metrics, including the following key operating metrics, to evaluate our business, measure our performance, identify trends affecting our business, and make operating decisions. We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our operational strategies.

Gross Transaction Value ("GTV"): Represents total proceeds from all items sold on our auctions and online marketplaces, third-party online marketplaces, private brokerage services and other disposition channels. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in the Company’s condensed consolidated financial statements.

Inventory return: Inventory sales revenue less cost of inventory sold.

Inventory rate: Inventory return divided by inventory sales revenue.

Total lots sold: A single asset to be sold or a group of assets bundled for sale as one unit.

Financial Highlights

For the first quarter of 2026, as compared to the first quarter of 2025:

•Total GTV increased 13% to $4.3 billion

•Total revenue increased 11% to $1.2 billion

◦Service revenue increased 5% to $897.7 million

◦Inventory sales revenue increased 32% to $336.9 million

•Net income increased 20% to $135.6 million

•Net income available to common stockholders increased 21% to $124.6 million

•Diluted earnings per share (“EPS”) available to common stockholders increased 20% to $0.66 per share

•Diluted adjusted EPS available to common stockholders increased 13% to $1.01 per share

•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 11% to $362.7 million

1 Until June 21, 2025, the date of its deconsolidation in connection with the LKQ SYNETIQ transaction described in the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

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Macroeconomic Conditions and Trends

Various macroeconomic conditions and trends, including inflationary pressures, actual or potential tariffs, and volatility in interest rates, affect our business, GTV, and operating costs. Our GTV is further influenced by unit volume growth and changes in average selling prices, which in part are driven by prevailing market conditions.

CC&T

Industry volumes are influenced by a broad range of factors, including macroeconomic conditions, demographic trends, government initiatives, and infrastructure investment. Structural shifts in the market—such as the expansion of data centers, increased manufacturing activity, and re‑shoring efforts—also play a significant role in shaping demand. During the first quarter of 2026, we continued to observe early indications of improving seller confidence, supported by stabilizing values for used equipment, a more favorable interest rate environment, and continued strength in large-scale construction projects, including civil infrastructure and mega projects. We also believe that a portion of the quarter's volume growth reflects the release of pent-up supply, as sellers deferred decisions throughout 2025.

Automotive

Industry unit volume growth is influenced by both the total number of accidents and the proportion of those accidents classified as total losses. Accident frequency is primarily driven by the number of vehicles in operation and aggregate miles traveled. A substantial percentage of these accidents are insured, and insurer involvement plays an important role in determining whether a vehicle is deemed a total loss. At the same time, underinsured accidents can create headwinds for volumes, as insufficient coverage may delay or reduce total‑loss designations and thereby limit the flow of vehicles into salvage channels.

Total‑loss determinations are shaped by several factors, including used vehicle pricing, vehicle age, design complexity, technology content, and repair costs. In the first quarter of 2026, the inflation differential between automotive repair costs and used vehicle prices expanded and remains positive. This dynamic supports a higher percentage of total‑loss determinations relative to overall accidents, creating a favorable environment for salvage activity despite the moderating effect of underinsured incidents.

Recent Developments

•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. The Company intends to make repurchases on an opportunistic basis with decisions regarding the amount and the timing of repurchases based on market conditions at the time, the Company’s share price, and other strategic investment opportunities available to the Company as well as other factors.

•On March 4, 2026, the Company entered into a definitive agreement to acquire 100% of the equity interest in Big Iron Auction Company (“BigIron”), a U.S.-based online marketplace for agricultural equipment, land, and livestock, for approximately $350.0 million, subject to customary purchase price adjustments. The acquisition is expected to accelerate the Company’s strategic expansion into the U.S. agriculture sector. On April 21, 2026, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The acquisition is subject to other customary closing conditions and is expected to close in the second quarter of 2026.

•On April 13, 2026, the Company acquired the business assets of Blackmon Auctions (“Blackmon”), a U.S.-based auction provider serving the construction, transportation, agriculture, and real estate sectors. The acquisition is expected to strengthen the Company’s presence and expand its footprint in the south central U.S. Blackmon conducts both live and online auctions and processed more than $60 million of GTV in 2025.

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Results of Operations

Three months ended March 31,

2026

2025

% Change

Service revenue

$

897.7

$

852.5

5%

Inventory sales revenue

336.9

256.1

32%

Total revenue

1,234.6

1,108.6

11%

Costs of services

365.1

361.9

1%

Cost of inventory sold

306.7

235.0

31%

Selling, general and administrative

214.2

205.0

4%

Acquisition-related and integration costs

6.2

3.1

100%

Depreciation and amortization

126.7

114.5

11%

Total operating expenses

1,018.9

919.5

11%

Gain on disposition of property, plant and equipment

1.8

0.4

350%

Operating income

$

217.5

$

189.5

15%

Net income

$

135.6

$

113.3

20%

Net income available to common stockholders

124.6

102.9

21%

Effective tax rate

21.7%

20.7%

100bps

Service GTV

$

4,004.0

$

3,572.8

12%

Inventory GTV

336.9

256.1

32%

Inventory return

$

30.2

$

21.1

43%

Inventory rate

9.0%

8.2%

80bps

Total GTV

The following tables present total GTV by geography and by sector for the periods indicated:

Three months ended March 31,

2026

2025

% Change

United States

$

3,345.9 

$

3,061.1 

9 

%

Canada

568.4 

488.8 

16 

%

International

426.6 

279.0 

53 

%

Total GTV

$

4,340.9 

$

3,828.9 

13 

%

Three months ended March 31,

2026

2025

% Change

Automotive

$

2,289.2 

$

2,144.7 

7 

%

Commercial construction and transportation

1,622.0 

1,276.7 

27 

%

Other

429.7 

407.5 

5 

%

Total GTV

$

4,340.9 

$

3,828.9 

13 

%

The following table presents total lots sold by sector for the periods indicated (thousands of lots sold):

Three months ended March 31,

2026

2025

% Change

Automotive

631.3 

625.6 

1 

%

Commercial construction and transportation

97.8 

87.6 

12 

%

Other

128.4 

141.9 

(10)

%

Total lots sold

857.5 

855.1 

— 

%

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GTV increased 13% in the first quarter of 2026, driven by organic growth across all regions and sectors and the inclusion of J.M. Wood Auction Co., Inc. ("J.M. Wood") and Smith Broughton Pty Ltd ("Smith Broughton") following their acquisitions by the Company on July 14, 2025 and November 28, 2025, respectively.

Automotive sector GTV increased 7% in the first quarter of 2026, primarily due to an increase in average price per lot sold from favorable pricing across all regions and international market share gains, partially offset by lower unit volumes due to timing and the non-repeat of prior year catastrophic events in the United States.

CC&T sector GTV increased 27% in the first quarter of 2026, primarily due to higher average price per lot sold, higher unit volumes and a favorable foreign exchange impact. Higher average price per lot sold is attributable to improved asset mix and strong pricing in the United States. Higher unit volumes are attributable to additional auction events in Canada and the United States, organic growth in all regions and the inclusion of J.M. Wood and Smith Broughton in 2026.

Service Revenue

The following table presents service revenue disaggregated by type for the periods indicated:

Three months ended March 31,

2026

2025

% Change

Transactional seller revenue

$

241.3 

$

216.8 

11 

%

Transactional buyer revenue

577.5 

556.7 

4 

%

Marketplace services revenue

78.9 

79.0 

— 

%

Total service revenue

$

897.7 

$

852.5 

5 

%

Transactional seller revenue increased 11% in the first quarter of 2026, primarily due to service GTV growth in the CC&T and Automotive sectors, as discussed above, and a higher average seller commission rate in the CC&T sector due to a favorable contract mix.

Transactional buyer revenue increased 4% in the first quarter of 2026 driven by higher volumes, partially offset by lower average buyer fee rate due to asset mix and acquired businesses contributing at a lower rate.

Inventory Sales Revenue

Inventory sales revenue increased 32% in the first

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-25. Report date: 2025-12-31.

ITEM 7:    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements”, Part I, Item 1A: Risk Factors, and the consolidated financial statements and the notes thereto included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

This section discusses 2025 results compared with 2024 results. Discussions of 2024 results compared with 2023 results that are not included herein can be found in Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Actual results could differ materially from those expressed or implied in any forward-looking statements due to various factors, including those set forth under Part I, Item 1A: Risk Factors in this Annual Report on Form 10-K.

In the accompanying analysis of financial information, we sometimes use non-GAAP measures. Refer to the Non-GAAP Measures section of this discussion and analysis for the definitions of, and reasons we use, these non-GAAP measures and the reconciliations to their most directly comparable GAAP measures.

Unless otherwise indicated, all amounts in the following tables are in millions, except per share amounts.

Overview

For a complete overview of our business, refer to Part I, Item 1: Business of this Annual Report on Form 10-K.

Sectors discussed below are organized by asset class and include automotive, commercial, construction and transportation (“CC&T”), and other. Automotive includes automobiles, including passenger vehicles and buses. CC&T includes equipment needed for earth moving, lift and material handling, as well as vocational and commercial trucks and trailers. Other primarily includes assets and equipment in the agricultural, forestry and energy industries, government surplus assets, smaller consumer recreational transportation items and parts sold in our vehicle dismantling business until June 21, 2025, the date of its deconsolidation in connection with the LKQ SYNETIQ transaction described in Part II, Item 8: Financial Statements and Supplementary Data - Note 4 Loss on Deconsolidation and Recognition of Equity Method Investment. Each respective sector includes salvage and non-salvage transactions.

Key Operating Metrics

We regularly review a number of metrics, including the following key operating metrics, to evaluate our business, measure our performance, identify trends affecting our business, and make operating decisions. We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our operational strategies.

Gross Transaction Value (“GTV”): Represents total proceeds from all items sold on our auctions and online marketplaces, third-party online marketplaces, private brokerage services and other disposition channels. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in the Company’s consolidated financial statements.

Inventory return: Inventory sales revenue less cost of inventory sold.

Inventory rate: Inventory return divided by inventory sales revenue.

Total lots sold: A single asset to be sold or a group of assets bundled for sale as one unit. Low value assets are sometimes bundled into a single lot, collectively referred to as “small value lots.”

Financial Highlights

For the year ended December 31, 2025, as compared to the year ended December 31, 2024:

•Total GTV increased 2% to $16.2 billion.

•Total revenue increased 7% to $4.6 billion.

•Service revenue increased 4% to $3.5 billion.

•Inventory sales revenue increased 18% to $1.1 billion.

•Net income increased 4% to $427.6 million.

•Net income available to common stockholders increased 3% to $382.2 million.

•Diluted earnings per share (“EPS”) available to stockholders increased 1% to $2.04 per share.

•Diluted adjusted EPS available to stockholders increased 15% to $4.00 per share.

•Adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) increased 7% to $1.4 billion.

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Operational Highlights

The following notable developments occurred during the year ended December 31, 2025 and had an impact on our financial results:

•Through our continuous improvement program, we consistently delivered exceptional performance, as measured against our service level agreements, to our automotive insurance company customers. We also drove industry leading average selling prices for our partners, enabled by investment in technology and attracting record-high engagement from international buyers.

•On November 28, 2025, we completed the acquisition of Smith Broughton Pty Ltd (“Smith Broughton”), an established industrial equipment auction house based in Western Australia, expanding our footprint in the Australian market. Smith Broughton specializes in remarketing heavy equipment and machinery for sectors such as mining, construction, transport, agriculture, and industrial operations.

•On November 6, 2025, we announced that IAA secured an opportunity to expand its existing remarketing services to support an increase in government fleet vehicle volume through its already successful relationship with the U.S. General Services Administration. Under the new, expanded contract, IAA’s services now offer a full, end-to-end solution, including remarketing fleet returns through its industry-leading marketplace.

•On August 12, 2025, we announced leadership changes and senior management appointments, which were effective September 1, 2025, to position the Company for accelerated and consistent growth. Under the new operating model, each marketplace leverages the unified executive leadership team to set enterprise-wide vision, growth strategy and operational discipline, while empowering brand-specific go-to-market teams to drive execution tailored to their unique marketplaces.

•During the third quarter of 2025, IAA processed its first units for Suncorp Group in Australia. This represented IAA's expansion into Australia and followed the announcement in the fourth quarter of 2024 that IAA had been selected as the sole salvage partner of Suncorp Group, with an estimated 65,000 units annually once fully operational.

•On July 14, 2025, we completed the acquisition of J.M. Wood Auction Co., Inc. (“J.M. Wood”), an auction business located in Montgomery, Alabama, United States. The acquisition expands the Company's geographic coverage and combines J.M. Wood's regional expertise and customer relationships with the Company's global network and technology.

•On June 21, 2025, through our wholly owned subsidiary SYNETIQ Ltd. (“SYNETIQ”), we entered into an agreement with LKQ Europe to establish a new joint venture, combining LKQ’s distribution reach and data-driven logistics network with SYNETIQ’s market-leading dismantling, reuse and remanufacturing expertise. We hold a 40% interest in the joint venture. Following the transaction, we deconsolidated the entity and our investment is recorded following the equity method of accounting, as described in Part II, Item 8: Financial Statements and Supplementary Data - Note 4 Loss on Deconsolidation and Recognition of Equity Method Investment.

•During 2025, we continued to invest in the development of our technology, including the implementation by Ritchie Bros. in the United States of a new digital payments platform. This platform replaces manual processes and legacy systems with a modern financial infrastructure, expanding the range of services available to our buyers and partners, enabling self-service access to critical financial tools, and enhancing the overall experience for both buyers and sellers.

•On April 3, 2025, we amended our Credit Agreement to increase the aggregate principal amount of multi-currency senior secured revolving credit facilities from $750.0 million to $1.3 billion, and reduce the USD Term Loan A facility aggregate principal amount from $1.2 billion to $950.0 million. As part of the amendment, we also extended the Credit Agreement maturity date from September 2026 to April 2030, and reduced our bank spread by approximately 85 basis points and the undrawn revolver fee by approximately 20 basis points.

•During the year, IAA continued to expand its international customer base with new market alliances in the United Arab Emirates, Panama, Azerbaijan, and Guatemala.

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Results of Operations

Year ended December 31,

2025

2024

% Change

Service revenue

$

3,502.2 

$

3,363.6 

4 

%

Inventory sales revenue

1,088.5 

920.6 

18 

%

Total revenue

4,590.7 

4,284.2 

7 

%

Costs of services

1,431.3 

1,415.7 

1 

%

Cost of inventory sold

1,030.6 

863.8 

19 

%

Selling, general and administrative

905.2 

773.9 

17 

%

Acquisition-related and integration costs

19.4 

29.0 

(33)

%

Depreciation and amortization

483.4 

444.4 

9 

%

Total operating expenses

3,869.9 

3,526.8 

10 

%

Gain on disposition of property, plant and equipment

2.2 

3.8 

(42)

%

Loss on divestiture and deconsolidation, net

(9.6)

— 

NM

Operating income

$

713.4 

$

761.2 

(6)

%

Net income

$

427.6 

$

412.8 

4 

%

Net income available to common stockholders

382.2 

372.7 

3 

%

Effective tax rate

20.2 

%

25.0 

%

(480) bps

Service GTV

$

15,113.4 

$

14,984.2 

1 

%

Inventory GTV

1,088.5 

920.6 

18 

%

Inventory return

$

57.9 

$

56.8 

2 

%

Inventory rate

5.3 

%

6.2 

%

(90) bps

NM = Not meaningful

Total GTV

The following tables presents total GTV by geography and sector for the periods indicated:

Year ended December 31,

2025

2024

% Change

United States

$

12,115.9 

$

11,966.4 

1 

%

Canada

2,752.6 

2,688.1 

2 

%

International

1,333.4 

1,250.3 

7 

%

Total GTV

$

16,201.9 

$

15,904.8 

2 

%

Year ended December 31,

2025

2024

% Change

Automotive

$

8,659.1 

$

8,277.6 

5 

%

CC&T

5,663.6 

5,805.8 

(2)

%

Other

1,879.2 

1,821.4 

3 

%

Total GTV

$

16,201.9 

$

15,904.8 

2 

%

The following table presents total lots sold by sector for the periods indicated (thousands of lots sold):

Year ended December 31,

2025

2024

% Change

Automotive

2,447.7 

2,297.2 

7 

%

CC&T

376.1 

432.3 

(13)

%

Other

570.0 

617.3 

(8)

%

Total lots sold

3,393.8 

3,346.8 

1 

%

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GTV increased 2%, driven by growth in all geographic regions, as well as in the automotive and other sectors, partially offset by a decrease in the CC&T sector.

Automotive sector GTV increased 5%, primarily due to higher volume from existing partners and market share gains, including the full-year impact of certain contract wins in the prior year and international expansion. These increases are partially offset by the non-recurrence of significant catastrophic events in the prior year and a lower average price per lot sold, primarily due to a shift in customer mix, with a greater proportion of remarketed vehicles relative to those from insurance providers.

CC&T sector GTV decreased 2%, primarily due to lower unit volumes in the United States and Canada and the non-recurrence of certain significant customer contracts. The decrease is partially offset by the inclusion of J.M. Wood following the close of the acquisition on July 14, 2025 and higher average price per lot sold, attributable to a favorable asset mix.

Service Revenue

The following table summarizes key components of total service revenue for the periods indicated:

Year ended December 31,

2025

2024

% Change

Transactional seller revenue

$

928.8 

$

939.4 

(1)

%

Transactional buyer revenue

2,238.3 

2,067.1 

8 

%

Marketplace services revenue

335.1 

357.1 

(6)

%

Total service revenue

$

3,502.2 

$

3,363.6 

4 

%

Transactional seller revenue decreased 1%, primarily driven by the decrease in CC&T sector GTV. Although commission rates in both the automotive and CC&T sectors were largely flat compared to the prior year, the higher proportion of automotive service GTV in the current year led to a lower seller commission rate overall.

Transactional buyer revenue increased 8%, while total GTV increased 2%, primarily due to changes to our buyer fee structures, which were implemented in late-2024 and early-2025.

Marketplace services revenue decreased 6%, primarily driven by the non-recurrence of transportation fees related to a significant customer contract in the United States, partially offset by increased value-added services revenue.

Inventory Sales Revenue

Inventory sales revenue increased 18%, primarily driven by a shift in mix of consignment and inventory contracts within the CC&T sector, and the inclusion of J.M. Wood following the close of the acquisition on July 14, 2025. These increases were partially offset by a decline in automotive sector inventory sales revenue.

Costs of Services

Costs of services increased 1%, primarily driven by automotive sector volume growth resulting in higher tow costs, as well as increased employee compensation and property lease costs. These increases were largely offset by lower CC&T sector costs, mainly as a result of lower transportation and the non-recurrence of third-party profit-sharing costs associated with a significant customer contract in the prior year.

Cost of Inventory Sold

Cost of inventory sold increased 19%, in line with the increase in inventory sales revenue of 18%. Inventory rate declined 90 bps to 5.3%, attributable to unfavorable asset mix.

Selling, General and Administrative

Selling, general and administrative expenses increased 17%, primarily driven by additional expense to reflect the final binding decision from the arbitration associated with the departure of our former CEO and restructuring costs associated with the leadership and organizational changes announced in the third quarter of 2025. Professional fees increased primarily due to increased legal costs and increased consulting expenses related to strategic initiatives, including these organizational changes. Technology expenses increased primarily due to higher cloud service costs and the commencement of amortization of cloud computing implementation costs related to systems implemented during 2025. These increases were partially offset by lower rent expense following the termination of the Bolton, Ontario lease agreement in the first quarter of 2025, and the non-recurrence of the initial accrual for Canadian digital services tax for the period of January 1, 2022 to June 30, 2024, recorded in the second quarter of 2024.

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Acquisition-related and Integration Costs

Acquisition-related and integration costs decreased 33%, primarily due to a decrease in integration and severance costs related to the IAA acquisition, partially offset by an increase in acquisition-related costs related to the J.M. Wood acquisition, completed in the third quarter of 2025.

Operating Income

Operating income decreased 6%, primarily driven by higher selling, general and administrative costs as discussed above, and higher amortization expense as a result of intangible asset additions. In addition, we recognized a loss on divestiture and deconsolidation, net, associated with the LKQ SYNETIQ transaction and DDI divestiture which occurred during the second and third quarters of 2025, respectively. These decreases are partially offset by higher flow-through of service and inventory revenue and lower acquisition-related and integration costs, as discussed above.

Income Tax Expense and Effective Tax Rate

Income tax expense decreased 21% in 2025. Our effective tax rate was 20.2% in 2025, compared to 25.0% in 2024. The decrease in the effective tax rate over the prior year was primarily due to an increased benefit related to Foreign-Derived Intangible Income and a tax benefit related to uncertain tax positions.

Net Income Available to Common Stockholders

Net income available to common stockholders increased 3%, primarily due to decreased interest expense resulting from principal repayments on debt and lower interest rates, due in part to the Credit Agreement amendment completed in the second quarter of 2025. We also incurred lower income tax expense in the current year due to the reasons discussed above. These increases were partially offset by lower interest income from lower interest rates, lower operating income as discussed above, and the adjustment of redeemable non-controlling interests described in Part II, Item 8: Financial Statements and Supplementary Data - Note 21 Temporary Equity, Stockholders' Equity and Dividends.

U.S. Dollar Exchange Rate Comparison

We conduct global operations in various currencies and our presentation currency is the U.S dollar. The following table presents the variance in select foreign exchange rates over the comparative reporting periods:

Value of one local currency to U.S. dollar

2025

2024

% Change

Period-end exchange rate - December 31,

Canadian dollar

0.730

0.697

5 

%

Euro

1.175

1.041

13 

%

British pound sterling

1.347

1.255

7 

%

Australian dollar

0.670

0.622

8 

%

Average exchange rate - Year ended December 31,

Canadian dollar

0.716

0.730

(2)

%

Euro

1.130

1.082

4 

%

British pound sterling

1.318

1.278

3 

%

Australian dollar

0.645

0.660

(2)

%

In 2025, approximately 28% of our revenues and 32% of our operating expenses were denominated in currencies other than the U.S. dollar, compared to 27% and 29%, respectively, in 2024.

We recognized a $1.0 million foreign exchange loss in 2025 and a $1.9 million loss in 2024. Foreign exchange had an insignificant impact on revenue and expenses.

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Liquidity and Capital Resources

Our liquidity is primarily affected by fluctuations in cash flow from operations, significant acquisitions of businesses, payment of dividends, capital spending, and repayments of debt. We are also committed under various letters of credit and provide certain guarantees in the normal course of business.

We believe our principal sources of liquidity, which include cash and cash equivalents, cash flow from operations, and unused capacity under our revolving credit facilities of $1.2 billion (discussed in further detail below), are sufficient to fund our current and planned operating activities. In the current interest rate environment, we will continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.

Our short-term cash requirements include, among others, (i) payment of common share dividends on an as-declared basis and payment of preferential and participating dividends to Series A Senior Preferred Shareholders, (ii) settlement of contracts with consignors, partners and other suppliers, (iii) personnel expenditures, with a majority of short-term incentive compensation paid annually in the first quarter of each fiscal year, (iv) income tax installments, (v) scheduled principal and interest payments on the current portion of long-term debt, (vi) payment of amounts committed under certain service agreements to build our modern IT architecture, (vii) payments on our current operating and finance lease obligations, (viii) other capital expenditures and working capital needs, and (ix) advances.

Our long-term cash requirements include, among others, (i) scheduled principal and interest payments on long-term debt, (ii) scheduled repayments of operating lease, finance lease, and equipment financing obligations, and (iii) deferred consideration related to the J.M. Wood acquisition. In the event the Company is not successful in its appeal with the Canada Revenue Agency, as described in Part II, Item 8: Financial Statements and Supplementary Data - Note 8 Income Taxes, the Company may be required to pay the remaining assessed amounts with interest. For more information on our debt and leases, see Part II, Item 8: Financial Statements and Supplementary Data - Note 19 Debt and Part II, Item 8: Financial Statements and Supplementary Data - Note 23 Leases, respectively, in our consolidated financial statements.

Our Credit Agreement includes multi-currency revolving credit facilities (the “Revolving Facilities”). Unused capacity under our Revolving Facilities is as follows:

December 31, 2025

Committed

Multi-currency revolving credit facilities

$

1,300.0 

Uncommitted

Foreign demand revolving credit facilities

15.0 

Total revolving credit facilities

$

1,315.0 

Unused

Multi-currency revolving credit facilities

$

1,146.1 

Foreign demand revolving credit facilities

15.0 

Total credit facilities unused

$

1,161.1 

Our ability to borrow under the Credit Agreement is subject to compliance with financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio. We were in compliance with all financial and other covenants applicable to our debt agreements at December 31, 2025. In the event of sustained deterioration of global markets and economies, we expect the covenants pertaining to our leverage ratio would be the most restrictive to our ability to access funding under our Credit Agreement. We continue to evaluate courses of action to maintain current levels of liquidity and compliance with our debt covenants.

If we were to consider further acquisitions to deliver on our strategic growth drivers, we may seek financing through the equity or debt markets. The issuance of additional equity securities may result in dilution to existing shareholders. Issuance of preferred equity securities could provide for rights, preferences or privileges senior to those of our common stock. Further, this additional capital may not be available on reasonable terms, or at all.

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Cash Flows

Year ended December 31,

2025

2024

Change

Cash provided by (used in):

Operating activities

$

978.2 

$

932.0 

$

46.2 

Investing activities

(552.9)

(301.6)

(251.3)

Financing activities

(461.4)

(645.5)

184.1 

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

22.1 

(24.0)

46.1 

Net increase (decrease) in cash, cash equivalents, and restricted cash

$

(14.0)

$

(39.1)

$

25.1 

The increase in net cash provided by operating activities was primarily due to higher net income from operations partially offset by an unfavorable net change in operating assets and liabilities. The unfavorable net change in operating assets and liabilities was primarily due to the timing of book overdrafts, inventory sales and purchases, the timing and size of income tax installment payments and the deposit paid to the CRA in the first quarter of 2025. These increases were partially offset by lower cash outflows related to the timing and size of auctions and incentive-based compensation.

The increase in net cash used in investing activities was primarily due to the acquisitions of J.M. Wood and Smith Broughton and increased property, plant and equipment expenditures, mainly relating to the purchase of property and real estate improvements. These increases were partially offset by the net proceeds received from the divestiture of DDI.

The decrease in net cash used in financing activities was primarily due to lower net principal repayments on our long-term debt and an increase in net proceeds from short-term debt, primarily used to finance the expansion of IAA to Australia and the acquisition of Smith Broughton. The decrease in cash outflows was partially offset by lower proceeds from the exercise of stock options and higher dividends paid.

Critical Accounting Policies and Estimates

The following discussion of critical accounting policies and estimates is intended to supplement the significant accounting policies presented in the notes to our consolidated financial statements included in Part II, Item 8: Financial Statements and Supplementary Data - Note 2 Significant Accounting Policies.

Critical accounting estimates are those that involve a significant level of uncertainty at the time the estimate was made, and changes in them could have or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe to be reasonable, and we evaluate these estimates on an ongoing basis.

Uncertain Tax Positions

The Company is subject to income taxes in Canada, the U.S., and other foreign jurisdictions. The evaluation of uncertain tax positions involves significant judgment in the interpretation and application of GAAP and complex domestic and international tax laws. Reserves for uncertain tax positions are adjusted considering changing facts and circumstances, such as the closing of a tax examination.

The accounting for the Company's position in regards to the Notice of Assessment received from the CRA in 2024, described required significant judgment and an assessment over whether it is more likely than not that the Company's tax position will be sustained. The matter required management to evaluate the tax technical merits and assess the likelihood of its resolution at appeals or through litigation.

Business Combinations

Accounting for business combinations requires estimates with respect to the fair values of the assets acquired and liabilities assumed. Such estimates of fair value require valuation methods, which rely on significant estimates and assumptions, especially for intangible assets.

The preliminary valuation of J.M. Wood customer relationship intangible assets required judgment and was performed using the multi-period excess earnings method of the income approach. The Company based its estimates on historical and anticipated results, industry trends, economic analysis, and various other assumptions, including assumptions as to the occurrence of future events. The discount rates used to discount expected cash flows to present values were derived from a weighted-average cost of capital analysis and adjusted to reflect inherent risks. For less material business combinations, benchmarking may be used to value intangible assets.

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Goodwill

Goodwill is tested annually for impairment at the reporting unit level as of December 31, and more frequently if indicators of potential impairment are identified. The Company performs a qualitative impairment assessment if it determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount.

A reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what management believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. For valuations performed following the income approach, the key assumptions and estimates that impact the estimated fair value include growth rates and the discount rate. For valuations performed following the market approach, the key assumptions and estimates include the selection of guideline public companies and transactions comparable to the reporting unit.

We identified three reporting units for goodwill impairment testing purposes: Ritchie Bros., IAA, and Services. We performed qualitative impairment assessments, incorporating market approach fair value estimates, for the Ritchie Bros. and Services reporting units, concluding it was not more likely than not that the fair value of the reporting units was lower than the respective carrying amounts. We performed a quantitative impairment assessment for the IAA reporting unit, which included both income and market approach fair value estimates. Additionally, we performed a reconciliation of the Company's market capitalization as of the testing date to the estimated aggregate fair value of all three reporting units. Based on the assessments performed, we did not identify any impairments of goodwill.

Recently Adopted Accounting Pronouncements

Refer to Part II, Item 8: Financial Statements and Supplementary Data - Note 2 Significant Accounting Policies of this Annual Report on Form 10-K.

Non-GAAP Measures

We reference various non-GAAP measures throughout this Annual Report on Form 10-K. These measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP.

Adjusted Net Income Attributable to Common Stockholders and Diluted Adjusted EPS Attributable to Common Stockholders Reconciliation

We believe that adjusted net income available to common stockholders provides useful information about the growth or decline of our net income available to common stockholders for the relevant financial period and eliminates the financial impact of adjusting items we do not consider to be part of our normal operating results. Diluted adjusted EPS available to common stockholders eliminates the financial impact of adjusting items from net income available to common stockholders that we do not consider to be part of our normal operating results. Please refer to page 48 for a summary of adjusting items.

Adjusted net income available to common stockholders is calculated as net income available to common stockholders, excluding the effects of adjusting items that we do not consider to be part of our normal operating results, such as share-based payments expense, acquisition-related and integration costs, restructuring costs, amortization of acquired intangible assets, executive transition costs and certain other items.

Net income available to common stockholders is calculated as net income attributable to controlling interests, less cumulative dividends on Series A Senior Preferred Shares, allocated earnings to Series A Senior Preferred Shares, and adjustments of redeemable non-controlling interest, if and as applicable.

Diluted adjusted EPS available to common stockholders is calculated by dividing adjusted net income available to common stockholders by the weighted-average number of dilutive shares outstanding, except that it is computed based upon the lower of the two-class method or the if-converted method, which includes the effects of the assumed conversion of the Series A Senior Preferred Shares and the effect of shares issuable under the Company’s stock-based incentive plans, if such effect is dilutive.

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The following table reconciles adjusted net income available to common stockholders and diluted adjusted EPS available to common stockholders to net income available to common stockholders and diluted EPS available to common stockholders, which are the most directly comparable GAAP measures in our consolidated financial statements:

Year ended December 31,

2025

2024

% Change

Net income available to common stockholders

$

382.2 

$

372.7 

3 

%

Share-based payments expense

76.7 

56.3 

36 

%

Acquisition-related and integration costs

19.4 

29.0 

(33)

%

Restructuring costs

17.2 

— 

NM

Amortization of acquired intangible assets

282.4 

274.9 

3 

%

Gain on disposition of property, plant and equipment and related costs

(2.0)

(1.2)

67 

%

Prepaid consigned vehicles charges

(0.5)

(4.7)

(89)

%

Executive transition costs

53.7 

6.7 

701 

%

Loss on divestiture and deconsolidation, net and related costs

15.8 

— 

NM

Debt refinancing costs

3.9 

— 

NM

Remeasurements in connection with business combinations

0.1 

1.2 

(92)

%

Other legal, advisory and non-income tax expenses

19.7 

13.4 

47 

%

Accretion of deferred consideration

0.7 

— 

NM

Related tax effects of the above

(114.5)

(91.4)

25 

%

Related allocation of the above to participating securities

(13.1)

(10.1)

30 

%

Adjustment of redeemable non-controlling interest

5.3 

— 

NM

Adjusted net income available to common stockholders

$

747.0 

$

646.8 

15 

%

Weighted-average number of dilutive shares outstanding

186.9

185.3

1 

%

Diluted earnings per share available to common stockholders

$

2.04 

$

2.01 

1 

%

Diluted adjusted earnings per share available to common stockholders

$

4.00 

$

3.49 

15 

%

NM = Not meaningful

Adjusted EBITDA

We believe adjusted EBITDA provides useful information and is a key performance measure because it facilitates operating performance comparisons from period to period and it provides management with the ability to monitor its controllable incremental revenues and costs.

Adjusted EBITDA is calculated by adding depreciation and amortization, interest expense, and income tax expense, and subtracting interest income from net income, as well as the adjustments below and as described on page 48.

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The following table reconciles adjusted EBITDA to net income, which is the most directly comparable GAAP measure in, or calculated from, our consolidated financial statements:

Year ended December 31,

2025

2024

% Change

Net income

$

427.6 

$

412.8 

4 

%

Add: depreciation and amortization

483.4 

444.4 

9 

%

Add: interest expense

191.6 

233.7 

(18)

%

Less: interest income

(14.9)

(26.2)

(43)

%

Add: income tax expense

108.0 

137.3 

(21)

%

EBITDA

1,195.7 

1,202.0 

(1)

%

Share-based payments expense

76.7 

56.3 

36 

%

Acquisition-related and integration costs

19.4 

29.0 

(33)

%

Restructuring costs

17.2 

— 

NM

Gain on disposition of property, plant and equipment and related costs

(2.0)

(1.2)

67 

%

Prepaid consigned vehicles charges

(0.5)

(4.7)

(89)

%

Executive transition costs

53.7 

6.7 

701 

%

Loss on divestiture and deconsolidation, net and related costs

15.8 

— 

NM

Debt refinancing costs

3.9 

— 

NM

Remeasurements in connection with business combinations

0.1 

1.2 

(92)

%

Other legal, advisory and non-income tax expenses

19.7 

13.4 

47 

%

Adjusted EBITDA

$

1,399.7 

$

1,302.7 

7 

%

NM = Not meaningful

Adjusted Net Debt and Adjusted Net Debt/Adjusted EBITDA Reconciliation

We believe that comparing adjusted net debt to adjusted EBITDA on a trailing twelve-month basis, across different periods, provides useful information to investors about our operational performance and financial flexibility. This ratio indicates the period of time it would take to repay both our short- and long-term debt from operating earnings. We do not consider this to be a measure of liquidity, which is our ability to meet short-term obligations, but rather a measure of how well we manage our liquidity position. Measures of liquidity are noted under “Liquidity and Capital Resources”.

Adjusted net debt is calculated by subtracting cash and cash equivalents from short and long-term debt. Adjusted net debt/adjusted EBITDA is calculated by dividing adjusted net debt by adjusted EBITDA.

The following table reconciles adjusted net debt to debt, adjusted EBITDA to net income, and adjusted net debt/ adjusted EBITDA to debt/ net income, respectively, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements.

Year ended December 31,

2025

2024

% Change

Short-term debt

$

137.5 

$

27.7 

396 

%

Long-term debt

2,334.0 

2,626.2 

(11)

%

Debt

$

2,471.5 

$

2,653.9 

(7)

%

Less: cash and cash equivalents

(531.5)

(533.9)

— 

%

Adjusted net debt

$

1,940.0 

$

2,120.0 

(8)

%

Net income

$

427.6 

$

412.8 

4 

%

Adjusted EBITDA

$

1,399.7 

$

1,302.7 

7 

%

Debt/net income

5.8 x

6.4 x

(9)

%

Adjusted net debt/adjusted EBITDA

1.4 x

1.6 x

(13)

%

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Adjusted Return and Adjusted ROIC Reconciliation

We believe that comparing adjusted ROIC on a trailing twelve-month basis across different periods provides useful information about the after-tax return generated by our investments. Adjusted ROIC is a measure used by management to determine how productively the Company uses its long-term capital to gauge investment decisions.

ROIC is calculated as reported return divided by average invested capital. Reported return is defined as net income attributable to controlling interests excluding the impact of net interest expense and tax effected at the Company’s adjusted annualized effective tax rate. Adjusted ROIC is calculated as adjusted return divided by adjusted average invested capital. Adjusted return is defined as reported return and adjusted for items that we do not consider to be part of our normal operating results and tax effected at the applicable tax rate. Adjusted average invested capital is calculated as average invested capital but excludes any long-term debt in escrow.

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The following table reconciles adjusted return and adjusted ROIC to net income attributable to controlling interests and adjusted average invested capital to average invested capital, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements:

Year ended December 31,

2025

2024

% Change

Net income attributable to controlling interests

$

428.4 

$

413.1 

4 

%

Add:

Interest expense

191.6 

233.7 

(18)

%

Interest income

(14.9)

(26.2)

(43)

%

Interest, net

176.7 

207.5 

(15)

%

Tax on interest, net

(39.9)

(51.3)

(21)

%

Reported return

$

565.2 

$

569.3 

(1)

%

Add:

Share-based payments expense

76.7 

56.3 

36 

%

Acquisition-related and integration costs

19.4 

29.0 

(33)

%

Restructuring costs

17.2 

— 

100 

%

Amortization of acquired intangible assets

282.4 

274.9 

3 

%

Gain on disposition of property, plant and equipment and related costs

(2.0)

(1.2)

67 

%

Prepaid consigned vehicles charges

(0.5)

(4.7)

(90)

%

Executive transition costs

53.7 

6.7 

701 

%

Loss on divestiture and deconsolidation, net and related costs

15.8 

— 

100 

%

Debt refinancing costs

3.9 

— 

100 

%

Remeasurements in connection with business combinations

0.1 

1.2 

(91)

%

Other legal, advisory and non-income tax expenses

19.7 

13.4 

47 

%

Related tax effects of the above

(114.5)

(91.4)

25 

%

Adjusted return

$

937.1 

$

853.5 

10 

%

Short-term debt - opening balance

$

27.7 

$

13.7 

102 

%

Short-term debt - ending balance

137.5 

27.7 

396 

%

Average short-term debt

82.6 

20.7 

299 

%

Long-term debt - opening balance

2,626.2 

3,075.8 

(15)

%

Long-term debt - ending balance

2,334.0 

2,626.2 

(11)

%

Average long-term debt

2,480.1 

2,851.0 

(13)

%

Preferred equity - opening balance

482.0 

482.0 

— 

%

Preferred equity - ending balance

482.0 

482.0 

— 

%

Average preferred equity

482.0 

482.0 

— 

%

Stockholders' equity - opening balance

5,224.0 

5,016.7 

4 

%

Stockholders' equity - ending balance

5,571.4 

5,224.0 

7 

%

Average stockholders' equity

5,397.7 

5,120.4 

5 

%

Average invested capital

$

8,442.4 

$

8,474.1 

— 

%

ROIC

6.7 

%

6.7 

%

— 

 bps

Adjusted ROIC

11.1 

%

10.1 

%

100 bps

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Adjusting items for the year ended December 31, 2025:

Recognized in the fourth quarter of 2025:

•$15.5 million share-based payments expense.

•$9.6 million of acquisition-related and integration costs, primarily relating to the acquisition of J.M. Wood.

•$4.1 million of restructuring costs, primarily severance relating to organizational changes.

•$73.1 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.

•$0.6 million gain on disposition of property, plant and equipment and related costs.

•$43.2 million of executive transition costs, consisting primarily of the final determination from the arbitration associated with the departure of our former CEO, less amounts previously accrued, and associated legal costs.

•$3.9 million gain on the divestiture of DDI, which includes $2.0 million of related transaction costs.

•$7.0 million of other legal and advisory expenses, primarily consulting fees in connection with strategic initiatives and certain legal costs.

•$0.3 million adjustment of redeemable non-controlling interest to its estimated redemption value.

Recognized in the third quarter of 2025:

•$21.6 million share-based payments expense.

•$4.0 million of acquisition-related and integration costs, primarily relating to the acquisition of J.M. Wood.

•$10.2 million of restructuring costs, primarily severance relating to organizational changes.

•$72.7 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.

•$1.2 million gain on disposition of property, plant and equipment and related costs.

•$4.7 million of executive transition costs, primarily legal costs associated with the departure of our former CEO.

•$7.4 million of other legal and advisory expenses, primarily certain legal costs, consulting fees in connection with strategic initiatives and settlements of unusual legal claims.

•$0.7 million accretion of the deferred consideration liability relating to the J.M. Wood acquisition.

•$5.0 million adjustment of redeemable non-controlling interest to its estimated redemption value.

Recognized in the second quarter of 2025:

•$25.2 million share-based payments expense.

•$2.7 million of acquisition-related and integration costs, primarily relating the acquisition of J.M. Wood and integration activities in connection with the acquisition of IAA.

•$1.1 million of restructuring costs, primarily severance relating to organizational changes and the wind-down of Xcira.

•$68.3 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.

•$0.2 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition.

•$3.1 million of executive transition costs, primarily legal costs associated with the departure of our former CEO.

•$19.7 million relating to the loss on deconsolidation of $15.5 million relating to the SYNETIQ LKQ transaction, related $1.7 million write down of inventory included in cost of goods sold, and $2.5 million of related transaction costs.

•$3.9 million of debt refinancing costs incurred in connection with the amendment of our Credit Agreement.

•$0.1 million relating to the remeasurement of contingent consideration for IAA's acquisition of Marisat, Inc. in 2021.

•$3.2 million of other legal, advisory and non-income tax expenses, primarily consulting fees in connection with strategic initiatives and certain legal costs, partially offset by lower non-income tax related expenses.

Recognized in the first quarter of 2025:

•$14.4 million share-based payments expense.

•$3.1 million of acquisition-related and integration costs, primarily relating to IAA integration and acquisition-related costs associated with the potential acquisition of J.M. Wood.

•$1.8 million of restructuring costs, primarily severance relating to organizational changes and the wind-down of Xcira.

•$68.3 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.

•$0.2 million gain on disposition of property, plant and equipment and related costs.

•$0.3 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition.

•$2.7 million of executive transition costs, primarily legal costs, associated with the departure of our former CEO.

•$2.1 million of other legal and advisory expenses, primarily costs incurred for the settlement of remediation costs in connection with a fire at one of our branches, which occurred prior to the acquisition of IAA, as well as costs in connection with the appeal with the CRA.

Adjusting items recognized in prior quarters are discussed in Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024.

RB Global, Inc.

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