RB GLOBAL INC. (RBA) Business

ITEM 1:    BUSINESS

Company Overview

Established in 1958, the Company 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 our global network of auction sites and digital platform, we serve customers worldwide across a variety of asset classes, including automotive, construction, commercial transportation, government surplus, lifting and material handling, energy, mining and agriculture.

Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, a leading global digital marketplace connecting vehicle buyers and sellers. Our portfolio of brands also includes Rouse Services (“Rouse”), which provides complete end-to-end asset management and market data-driven intelligence; SmartEquip, an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both original equipment manufacturers (“OEMs”) and dealers; and VeriTread, an online marketplace for heavy haul transport.

Our sectors 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.

Our customers are primarily automobile insurance companies, end users, dealers, fleet owners, and OEMs of commercial assets and vehicles.

We have a global presence, with operations primarily in the United States, Canada, Australia and across Europe, and employ approximately 8,000 full-time employees worldwide, of which approximately 68% are located in the United States.

The Company is incorporated in Canada under the Business Corporations Act (Ontario).

Macroeconomic Conditions and Industry 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 fourth quarter, we observed 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.

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 2025, the inflation differential between automotive repair costs and used vehicle prices continued to narrow, though it 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.

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Competition

We encounter different competitors by region, sector, and service across the entire suite of solutions we offer to our partners and customers.

Competition in our CC&T sector for transaction solutions is highly fragmented geographically and by transaction format. We compete for sellers against online and physical auctioneers, brokers, OEMs and equipment dealers offering trade-in services. Some of our customers, including large fleet owners, may seek private sales instead of third-party transaction solutions. The market is constantly evolving and subject to change driven by new and existing competitors and technology-enabled selling solutions for sellers.

In the automotive sector, we provide services to the salvage and non-salvage segments; our sellers on the salvage segment are comprised of primarily insurance companies seeking transaction solutions for their damaged or low-value vehicles. We primarily compete with Copart, Inc. and several other independent used vehicle auction companies. In the non-salvage sale segment, we compete with Adesa, Manheim, ACV Auctions and other independent auctioneers offering online and live wholesale solutions. Our performance against service level agreements and gross returns to drive optimal net returns is critical to our success as we compete.

Competitive Advantages

•Global platform: Our global platform allows us to connect buyers and sellers, offer insights and value-added services for commercial assets and vehicles through our omnichannel marketplace, both digitally and through our auction sites worldwide. We offer unmatched choice and flexibility, tailoring transaction solutions to suit our customers' diverse and changing needs. We also offer our customers a full spectrum of value-added services, such as transportation and logistics, appraisal, inspection, refurbishing, titling, loan payoff, and financial services.

•Trusted local customer relationships: Our sales teams act as trusted advisors in their long-standing customer relationships. We take a long-term view, offering clear transparent communication and unparalleled solutions to simplify our customers' experience and cultivate lasting partnerships.

•Data, insights and services: Rich data and analytics are a cornerstone to providing the best customer experience. We invest in data science to deliver asset value predictions, generate user leads, prioritize marketing investments, interpret price trends, and more. Proprietary machine vision technology combined with proprietary asset pricing models are used internally to set internal target values and optimize marketplace operations and externally to provide our customers with reliable asset values. In addition, Rouse is the leading provider of construction equipment rental benchmarks, and construction equipment valuations to lenders, rental companies, contractors, and dealers. Our business model is built upon an extensive data ecosystem, proprietary analytics, data science techniques, and trusted customer relationships rooted in service and confidentiality.

•Global presence: We achieve exceptional agility with our extensive global network, which enables us to be closer in proximity to our customers. This proximity helps minimize transportation costs and provides our customers with the choice of care, custody, and control of assets.

•Flexibility of yard space and teammates: Teammates working across different businesses and sectors can come together across multiple locations to meet our customers' needs when necessary. Specifically, in a catastrophic event impacting our automotive sector customers, we can increase the speed of our response and avoid incremental operating costs by leveraging all of our teammates and any unused capacity across our global network of locations.

•Global buyer base and demand engine: Our global presence and sophisticated approach to driving buyer demand allows us to generate deep pools of liquidity for transactions, enabling global market pricing for commercial assets and vehicle sellers and helping to deliver the best price realization. We serve customers in approximately 170 countries across a variety of sectors and continuously source and cultivate new buyers around the world.

•Brand: Our well-established brands are well recognized and have a loyal customer base. The Company's marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles, and IAA, a leading global digital marketplace connecting vehicle buyers and sellers. RB Global's portfolio of brands also includes Rouse, which provides complete end-to-end asset management and market data-driven intelligence, SmartEquip, an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers and VeriTread, an online marketplace for heavy haul transport.

Growth Strategy

Our growth strategy is anchored in a commitment to put our partners and customers first and consistently exceed expectations. By delivering on this promise and maintaining operational excellence, we strengthen our position as a trusted global partner for insights, services, and transaction solutions.

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We see significant opportunities to increase transaction volumes and expand market share by creating a seamless and trusted experience for our sellers and buyers. Our strategy focuses on three key priorities:

i.Deliver Premium Price Performance for assets transacted across our omnichannel marketplaces while effectively accommodating our partners' liquidity preferences. The key is to manage supply and create deep liquidity pools by expanding our global buyer base through harnessing technology to merchandise assets at scale and provide a diverse and thoughtfully selected range of assets to meet each buyer's unique needs.

ii.Grow our enterprise partner base, which includes insurance companies in our automotive sector and large fleet owners in our CC&T sector. Our partners increasingly rely on our expertise to enhance their profitability by optimizing the lifecycle of the assets they transact through us. The more effectively we can communicate and demonstrate our value upstream from the transaction, the stronger our position will be to earn more transactions from partners and gain market share.

iii.Focus on driving growth with our regional CC&T customers, comprised of small and mid-size businesses that highly value the personalized engagement and relationship with our sales territory managers. By leveraging the expertise of our sales team as trusted advisors, we are confident in our ability to strengthen these existing relationships and build new ones. As we optimize and expand our sales coverage, we are well-positioned to capture additional market share and deliver sustained growth.

To execute this strategy, we are modernizing our technology capabilities, investing in talent development, and pursuing strategic acquisitions to broaden our capabilities and extend our market reach.

Service Offerings

We provide a global marketplace for our partners and customers to buy and sell a variety of asset classes by leveraging our proprietary transaction solutions, services and market insights. The table below outlines the various branded solutions we offer to help our partners and customers more efficiently manage their asset lifecycles and improve their return on investments.

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Contract options

We offer consignors several contract options to meet their individual needs and sale objectives for selling assets, which include:

•Straight commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated commission rate;

•Fixed fee commission contracts, where the consignor receives the gross proceeds from the sale less a fixed flat fee; and

•Guarantee contracts, where the consignor receives a guaranteed minimum amount plus an additional amount if proceeds exceed a specified level.

Other value-added services

We provide a wide array of value-added services to make the process of selling and buying equipment and vehicles convenient for our customers:

•Title search services, where registries are commercially available, to help ensure equipment sold through RB Global is free and clear of all liens and encumbrances (if we are not able to deliver clear title, we provide a full refund up to the purchase price to the buyer);

•Making equipment available for inspection, testing, and comparison by prospective buyers;

•Displaying high-quality, zoomable photographs of equipment on our website;

•Providing 360-degree video inspection technology to increase buyer confidence in equipment being purchased;

•Providing industry-leading professional equipment inspections and reports;

•Providing free detailed equipment information on our website for most equipment;

•Providing access to commercial transportation companies and customs brokerages through our logistical services; and

•Handling all pre-auction marketing, as well as collection and disbursement of proceeds.

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Intellectual Property

We believe our intellectual property has significant value and is an important factor in marketing our organization, services, and website, as well as differentiating us from our competitors. We own or hold the rights to use valuable intellectual property such as trademarks, service marks, domain names and tradenames. We protect our intellectual property in Canada, the U.S., and internationally through federal, provincial, state, and common law rights, including registration of certain trademark and service marks for many of our brands, including our core brands. We also have secured patents for inventions and have registered our domain names.

We rely on contractual restrictions and rights to protect certain of our proprietary rights in products and services. Effective protection of our intellectual property can be expensive to maintain and may require litigation. We must protect our intellectual property rights and other proprietary rights in many jurisdictions throughout the world. In addition, we may, from time to time, be subject to intellectual property claims, including allegations of infringement, which can be costly to defend. For a discussion of the risks involved with intellectual property litigation and enforcement of our intellectual property rights, see the related information in Part I, Item 1A: Risk Factors of this Annual Report on Form 10-K.

Sustainability

In 2025, we continued to advance our sustainability framework, which guides our actions and drives our sustainability progress. We continue to work closely with our sustainability program stakeholders to ensure that our priorities remain aligned with our partners and our shared values. Please see our website for our latest sustainability reports and further details on our initiatives and accomplishments.

The Company is regulated by federal, state, local, and international environmental laws governing the protection of the environment, health and safety, the use, transport and disposal of hazardous substances and control of emissions including greenhouse gases into the environment. Compliance with existing laws has not had a material impact on our capital expenditures, earnings or global competitive position. However, climate- and weather-related initiatives and changing laws and regulations governing the environment may affect the supply of, the demand for, and the market values of equipment in the future.

Our business enables a circular economy of vehicles and equipment. We engage our customers to optimize the use and efficiency of equipment, and to reuse, refurbish, and recycle before disposition, as extending the life of heavy equipment and vehicles is core to our business model.

In 2025, we continued to evaluate our environmental impact. To support our reporting and take further meaningful action, we dedicated resources to build on our emissions inventory and partner with internal stakeholders throughout our business to formalize our methodology, obtain more primary data, integrate business systems, enhance estimations, review emissions sources, and implement new processes and tools to support data collection, review, monitoring and reporting. We also completed the implementation of a software solution to streamline and support our future reporting needs. As a result of our efforts, we have made significant improvements to our methodology, refining our calculation approaches to incorporate the use of primary data.

We continue our commitment to environmental management by ensuring availability of treatment systems to manage wastewater, implementing an electronics recycling program to enhance waste management to decrease landfill impact, and continuing to utilize air filtration systems when necessary.

Human Capital

We employ approximately 8,000 full-time employees and approximately 700 part-time employees worldwide at December 31, 2025. Approximately 5,300 of our full-time employees work at our auction and branch sites to support our operations and solution services and approximately 1,400 full-time employees are focused on sales and solutions for our customers. We also periodically hire contractors as needed to support our auctions, various businesses, and other projects.

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Development and Engagement

We believe that our people are our greatest asset, and are vested in employee learning and development. We have curated tools and resources and developed training programs to provide our leaders and employees with the skills to grow successfully. We continuously look for ways to create on-the-job learning opportunities so that our employees feel invested and engaged. Employees are involved in strategic initiatives and in finding ways to better serve our customers, and each other.

In 2025, we launched the following development initiatives:

•We introduced a new year-end performance review process to better measure employee performance and foster meaningful development discussions

•We made strong investments in leadership development, such as the introduction of the Leadership Foundations Program for new managers, helping develop skills to inspire, delegate, and communicate effectively. We also launched a leadership development curriculum with monthly courses focused on self-awareness, trust-building, leading through change, and effective coaching, in addition to a new online learning program with resources targeted to continuously strengthen leadership capabilities.

•We improved salvage sale operations through targeted training and new tools that streamlined workflows, and equipped our field teams with the latest knowledge and resources needed to work confidently and effectively.

•We expanded Title University, a training program for our titling operations, by enhancing virtual training and improving performance tracking.

Health & Safety

Safety is a top priority at RB Global and core to who we are. Our objective is to keep our people healthy and safe – to send everyone home, every day, the way they came to work. Our global Environmental, Health, Safety and Security (“EHSS”) team is focused on creating a unified approach to policies, procedures and best practices with the goal of keeping our teammates and customers safe and maintaining the highest level of environmental, health and safety standards.

All new employees are required to complete safety onboarding training that captures our health and safety programs, our policy statement and provides an overview of our global EHSS policies and expectations. Our 2025 completion rate for the safety onboarding program was 97% (2024: 97%). We also have a risk management process to support our safety orientation programs and our health and safety commitment, which ensures that our employees are exposed to the lowest possible level of risk. Our risk management process is continuous and includes both a review of all incidents as they occur and an annual review of incidents from the prior year to identify trends and assess whether changes in our policies and procedures are required.

In 2025, all auction sites completed monthly hazard assessments to identify risks and take the necessary corrective actions. In addition, we also require all of our global employees in operations to complete a mandatory annual safety training curriculum.

We measure our Total Recordable Injury Rate (“TRIR”), which is the number of reportable incidences per 100 full-time workers during the year. Our annual TRIR goal is to be lower than the industrial average. TRIR for 2025 was 1.59 (2024: 1.78), which was below the industrial average.

Ethical Conduct

We are committed to a culture of excellence. We aim to build a community with strong values of responsibility and integrity, continue to invest in training and development, and to create an open environment where honest communications are the expectation – not the exception. Our Code of Conduct contains guidelines for conducting business with the highest standards of ethical behavior, which is delivered through annual training to our employees. We also offer the RB Global Ethics Hotline, which is operated by an independent third-party and is always available from any location around the world, as a resource through which anonymous concerns can be raised.

Governance

We believe in doing the right thing for everyone involved in our business and seek to do business with third parties who follow the same core values. This is reflected in our Code of Business Conduct and Ethics. With the exception of our CEO, our Board of Directors consists of elected independent members.

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The Nominating and Corporate Governance Committee oversees the Company's strategic approach to sustainability and, together with the Audit Committee, related public disclosures. The Committee also oversees the nomination and compensation of directors. The Audit Committee oversees our risk management processes, financial reporting, and matters related to legal and regulatory compliance, while our global Executive Leadership Team provides strategic direction and oversight of sustainability across key business functions.

The Role of Technology

Building a modern architecture on which we can scale and grow profitably is a core element of our growth strategy. The role of technology in our business continues to evolve and becomes increasingly important, as our sellers and buyers adopt mobile and online channels to complete their transactions and fulfill their business needs. We continue to invest in technologies to transition to a modern cloud-based architecture, driven by microservices that allow for agility, flexibility and scalability of our solutions.

We remain focused on technology enablement to transform the way we leverage technology to drive future profitable growth. We are in the deployment phase of providing our customers with a modern unified payment system to process transaction solutions. We are also investing in the development of a new platform to unite our various auction platforms to provide greater stability and simplify our processes for buyers and sellers. Our new platform is designed to provide an updated modern design, improved search functions and navigation capabilities to make it easier for our customers to bid at our auctions and process their transactions. During 2025, we implemented a new digital payments platform and digital checkout system at Ritchie Bros. auction events in the United States and we plan to continue enhancing and deploying the platform to additional regions globally in 2026 and 2027. We will continue to evaluate, invest and evolve our products and capabilities based on the ongoing needs of our customers and partners.

Our technology capabilities also deliver choices for our customers in the form of multiple channels for buyers and sellers, meeting customers’ asset management needs through information-rich software solutions and leveraging our rich data repository to drive strong sales and improved pricing decisions. We provide our customers with leading tools and capabilities to deliver full life-cycle asset management for used equipment and vehicles.

Revenue Mix

Our revenues are comprised of:

•Service revenue, including:

i.Transactional seller revenues, which includes commissions and other fees earned from consignors to facilitate the sale of an asset such as inbound tow, liens search, title processing, online listing and inspection fees;

ii.Transactional buyer revenues, which includes tiered buyer transaction and other fees earned from buyers to complete the purchase of an asset, such as title processing, late pick-up, platform registration and other administrative fees; and

iii.Marketplace services revenues, which includes fees earned from various optional services provided to buyers, sellers, or other third parties, such as transportation, buyer towing, refurbishment, financing, parts procurement, data and appraisal, and other ancillary services.

•Inventory sales revenue, which consists of revenue relating to assets that are purchased by the Company and then resold.

Our revenue can fluctuate significantly based on the mix of sales arrangements, which is driven by customer preferences. Completed straight commission, fixed commission or guarantee commission contracts result in the commission being recognized as service revenue based on a percentage of gross transaction value or based on a fixed value, while completed inventory contracts result in the full GTV of the assets sold being recorded as inventory sales revenue. As a result, a change in the revenue mix between service revenue and revenue from inventory sales can have a significant impact on our revenue growth percentages.

Governmental Regulations and Environmental Laws

Our operations are subject to a variety of federal, provincial, state and local laws, rules, and regulations throughout the world. Compliance with these regulations and laws requires human level awareness, performance and expertise, and investments in our enterprise management systems to facilitate efficient workflow, data tracking and auditing capabilities to measure compliance. We believe that we are compliant in all material respects with those laws, rules, and regulations that affect our business, and that such compliance does not impose a material impediment on our ability to conduct our business.

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We believe that, among other things, laws, rules, and regulations related to the following list of items affect our business:

•Imports and exports of commercial assets. Particularly, there are restrictions in the U.S. and Europe that may affect the ability of equipment owners to transport certain equipment between specified jurisdictions. Also, engine emission standards in some jurisdictions limit the operation of certain trucks and equipment in those regions.

•Development or expansion of auction sites. Such activities depend upon the receipt of required licenses, permits, and other governmental authorizations. We are also subject to various local zoning requirements pertaining to the location of our auction sites, which vary among jurisdictions.

•The use, storage, discharge, and disposal of environmentally sensitive materials. Under such laws, an owner or lessee of, or other person involved in, real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in, or emanating from, such property, as well as related costs of investigation and property damage. These laws often impose liability without regard to whether the owner or lessee or other person knew of, or was responsible for, the presence of such hazardous or toxic substances.

•Worker health and safety, privacy of customer information, and the use, storage, discharge, and disposal of environmentally sensitive materials.

•The acquisition and sale of totaled and recovered theft vehicles are regulated by state or other local motor vehicle departments in each of the locations in which we operate.

•Some of the transport vehicles used at our marketplaces are regulated by the U.S. Department of Transportation or similar regulatory agencies in the other countries in which we operate.

•In many states and provinces, regulations require that a damaged and total loss vehicle be forever “branded” with a salvage notice in order to notify prospective purchasers of the vehicle’s previous salvage status.

•Some state, provincial and local regulations limit who can purchase damaged and total loss vehicles, as well as determine whether a damaged and total loss vehicle can be sold as rebuildable or must be sold for parts or scrap only.

•We are subject to various local zoning requirements with regard to the location of our auction and storage facilities, which requirements vary from location to location.

•We are indirectly subject to the regulations of the Consumer Financial Protection Act of 2010 due to our vendor relationships with financial institutions.

Available Information

We file with the SEC reports on Form 10-K, Form 10-Q, Form 8-K, proxy materials and other filings required under the Exchange Act. Investors may access any materials we file with the SEC through the EDGAR database on the SEC’s website at www.sec.gov.

In addition, investors and others should note that we announce material financial information using our company website (https://rbglobal.com) and investor relations website (https://investor.rbglobal.com), which host our SEC filings, press releases, public conference calls, and webcasts. Information about RB Global, Inc., its business, and its results of operations may also be announced by posts on LinkedIn (https://www.linkedin.com/company/rb-global-inc).

The information that we post on our LinkedIn page could be deemed to be material information. As a result, we encourage investors, the media, and others interested in RB Global, Inc. to review the information that we post on our LinkedIn page.

We are providing these website addresses solely for the information of investors, and the information on or accessible through our websites and social media channels is not incorporated by reference in this Annual Report on Form 10-K.

Also available for investors in the Governance section of our investor relations website are the Code of Business Conduct and Ethics for our directors, officers and employees (“Code of Conduct”), Board Mandate, Audit Committee Charter, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter, Corporate Governance Guidelines, Shareholder Engagement Policy, Articles and By-laws, and Board Chair Role and Description. Additional information related to RB Global, Inc. is also available on SEDAR at www.sedar.com.

As a Business Corporations Act (Ontario) (“OBCA”) company with our principal place of business in Canada, U.S. civil liabilities may not be enforceable against us. Please see Part I, Item 1A. Risk Factors — U.S. civil liabilities may not be enforceable against us, our directors, or our officers.