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What changed in RB GLOBAL INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RB GLOBAL INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+294 added−376 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in RB GLOBAL INC.'s 2025 10-K

294 paragraphs added · 376 removed · 219 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

57 edited+14 added−27 removed29 unchanged
Biggest changeOur service revenue is comprised of the following: • Transactional seller revenue which includes commissions earned from consignors on the sale of consigned assets, as well as other fees earned from consignors to facilitate the sale of an asset such as towing to our yards, liens search, title processing and online listing and inspection fees. • Transactional buyer revenue which includes transaction fees based on a tiered structure earned from the purchasers of consigned assets and inventory, as well as other fees earned from buyers to complete the purchase of an asset, such as title processing, late pick-up, vehicle buyer platform registration and other administrative processing charges. • Marketplace services revenue 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.
Biggest changeMarketplace 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.
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 customer relationships - Our sales teams act as trusted advisors in their long-standing customer relationships.
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.
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.
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.
We are providing these website addresses solely for the information of investors, and the information on or accessible through our websites and social media channel is not incorporated by reference in this Annual Report on Form 10-K.
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.
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 of 311 locations, which enables us to be closer in proximity to our customers.
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.
Approximately 5,200 of our full-time employees work at our auction and branch sites to support our operations and solution services and approximately 1,200 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.
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.
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.
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.
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, Diversity Policy, Shareholder Engagement Policy, Articles and Bylaws, and Board Chair Role and Description.
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.
Our automated Vehicle Score model provides fast and accurate ratings based on photos taken at vehicle check-in, saving time and money IAA Vehicle Value™ A predictive model that uses machine learning and data mining methods to create an accurate, unbiased vehicle value Parts Services SmartEquip Online marketplace connecting equipment owners with parts manufacturers Catastrophe Response Services Catastrophe (CAT) Services™ Industry-leading strategic catastrophe response service focused on real estate capacity, operational execution, transportation logistics and vehicle merchandising and selling Title Services IAA Title Services® Full suite of title services that facilitate the title documentation, settlement and retrieval process IAA Loan Payoff™ Service that mitigates the time-consuming process of managing a total loss claim requiring loan payoff and title release DDI Technology Electronic title and registration services for vehicles dealers and lenders RB Global, Inc. 7 Table of Contents 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.
Our automated Vehicle Score model provides fast and accurate ratings based on photos taken at vehicle check-in, saving time and money IAA Vehicle Value™ A predictive model that uses machine learning and data mining methods to create an accurate, unbiased vehicle value Parts Services SmartEquip Online marketplace connecting equipment owners with parts manufacturers Catastrophe Response Services Catastrophe (CAT) Services™ Industry-leading strategic catastrophe response service focused on real estate capacity, operational execution, transportation logistics and vehicle merchandising and selling Title Services IAA Title Services® Full suite of title services that facilitate the title documentation, settlement and retrieval process IAA Loan Payoff™ Service that mitigates the time-consuming process of managing a total loss claim requiring loan payoff and title release 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.
Our Code of Conduct contains guidelines for conducting business with the highest standards of ethical behavior. 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.
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.
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. RB Global, Inc. 5 Table of Contents ii.
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.
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.
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.
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.
RB Global, Inc. 10 Table of Contents 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.
RB Global's portfolio of brands also includes Rouse, which provides complete end-to-end asset management, data-driven intelligence, and performance benchmarking system, SmartEquip, an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both original equipment manufacturers and dealers and VeriTread, an online marketplace for heavy haul transport.
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.
In addition to the services listed in the table above, we also provide the following value-added services to 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.
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.
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.
RB Global, Inc. 7 Table of Contents 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.
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, our sellers are comprised of primarily insurance companies seeking transaction solutions for their damaged or low-value vehicles.
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.
All new employees are required to complete a safety onboarding training that captures our health and safety programs, our policy statement and provides an overview of our global Employee Health and Safety (“EHSS”) policies and expectations. Our 2024 completion rate for the safety onboarding program was 97% (2023: 93%).
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%).
Available to a global buyer audience IAA Buy Now™ Online buy now format available between scheduled auctions, leveraging ML based pricing recommendations IAA Custom Bid™ Bidding tool that provides buyers focused on recycling the ability to set pre-bids in an auction based on vehicle attributes IAA Timed Auctions™ Timed auction format that allows for competitive bidding and sale prior to a scheduled auction CSAToday® Online portal that gives sellers the ability to manage their vehicle assets and monitor sales performance Financial Services Ritchie Bros.
IAA Custom Bid™ Bidding tool that provides buyers focused on recycling the ability to set pre-bids in an auction based on vehicle attributes IAA Timed Auctions™ Timed auction format that allows for competitive bidding and sale prior to a scheduled auction CSAToday® Online portal that gives sellers the ability to manage their vehicle assets and monitor sales performance Financial Services Ritchie Bros.
We provide our customers with leading tools and capabilities to deliver full life-cycle asset management for used equipment and vehicles. Revenue Mix Our revenue is comprised of service revenue and inventory sales revenue.
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.
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. The EHSS team is responsible for introducing operational updates to support our commitment to maintaining the highest level of environmental, health and safety standards.
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.
Private Treaty Confidential, negotiated sale of large equipment IAA AuctionNow™ Online auction bidding and buying solution, that features inventory located at physical branches and offsite locations.
Private Treaty Confidential, negotiated sale of large equipment IAA AuctionNow™ Global online auction bidding and buying solution that features inventory located at physical branches and offsite locations. IAA Buy Now™ Online buy now format available between scheduled auctions.
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.
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.
Inspections Truck and heavy equipment inspections IAA Inspection Services® Remote inspections and appraisals for salvage vehicles Listings Services Ritchie List, Mascus, Boom & Bucket Online equipment listing service , B2B dealer portal, and an online fixed price marketplace platform Refurbishing Services Ritchie Bros. Refurbishing Repair, paint, and other make-ready services Transportation Services Ritchie Bros.
Inspections Truck and heavy equipment inspections IAA Inspection Services® Remote inspections and appraisals for salvage vehicles Listings Services Mascus Online equipment listing service, B2B dealer portal, and an online fixed price marketplace platform RB Global, Inc. 6 Table of Contents Solution Brand Description Refurbishing Services Ritchie Bros. Refurbishing Repair, paint, and other make-ready services Transportation Services Ritchie Bros.
Employees are involved in strategic initiatives and in finding ways to better serve our customers, and each other. 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.
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.
We are in the deployment phase of providing our customers 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.
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.
Risk Factors — U.S. civil liabilities may not be enforceable against us, our directors, or our officers.
Risk Factors — U.S. civil liabilities may not be enforceable against us, our directors, or our officers. RB Global, Inc. 11 Table of Contents
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 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.
Our risk management process begins with an annual review of all incidents from the prior year to identify trends and assess whether we need to address findings through changes in our policies and procedures. In 2024, all auction sites completed monthly hazard assessments to identify risks and take the necessary corrective actions.
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.
Transactional buyer revenue now includes buyer transaction fees based on a tiered structure earned from purchasers upon purchase of an asset, as well as other auction-related fees earned from buyers to complete the purchase of an asset, such as title processing, late-pick up, salvage buyer platform registration and other administrative processing charges.
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.
We have a global presence, with operations primarily in the United States, Canada, Australia and across Europe, and employ more than 7,800 full-time employees worldwide, of which approximately 67% are located in the United States.
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).
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.
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.
We see significant opportunities to drive transactions and grow our market share by creating a seamless and trusted experience for our sellers and buyers. We have three key areas of strategic focus: i. Achieve premium price performance for assets transacted across our omnichannel marketplaces while effectively accommodating our partners' liquidity preferences.
RB Global, Inc. 5 Table of Contents 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.
We continue our commitment to environmental management by ensuring availability of treatment systems to manage wastewater, a recycling system to promote waste management and air filtration systems when necessary. Social Human Capital We employ approximately 7,800 full-time employees and approximately 890 part-time employees worldwide at December 31, 2024.
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.
Through our auction sites in 14 countries and digital platforms, we serve customers and partners in approximately 170 countries across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture. We primarily facilitate transactions for customers in the automotive and commercial, construction and transportation ("CC&T") sectors.
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.
We engage our customers to optimize the use and efficiency of equipment, to re-use, refurbish and recycle before disposition, as extending the life of heavy equipment and vehicles is core to our business model. In turn, we believe this reduces waste and lessens the need to extract natural resources to produce 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.
Compliance with these existing laws has not had a material impact on our capital expenditures, earnings or global competitive position. However, climate change 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.
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.
Oversight of our ESG enterprise strategy is provided by the Nominating and Corporate Governance Committee, while our global ELT provides strategic direction and oversight of ESG 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 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.
RB Global, Inc. 8 Table of Contents Environmental The Company is regulated by federal, state, local jurisdictions, 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.
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.
Growth Strategy The foundation of our growth strategy is to put our partners and customers first and over-deliver on our commitments. By doing this consistently, along with operational excellence, we expect to solidify our position as their trusted global partner for insights, services, and transaction solutions.
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.
During 2024, we have begun to rollout our digital payments platform and digital checkout system at a select number of auction events and will continue to evaluate, invest and evolve our products and capabilities based on the ongoing needs of our customers and partners.
We will continue to evaluate, invest and evolve our products and capabilities based on the ongoing needs of our customers and partners.
RB Global, Inc. 6 Table of Contents Solution Brand(s) Description Transaction Solutions RB Auction Onsite and online marketplace for selling and buying used equipment IronPlanet Online marketplace for selling and buying used equipment Marketplace-E Online make offer/buy now format GovPlanet Online marketplace for the sale of government and military assets SalvageSale Full-service project management and salvage inventory support Ritchie Bros.
Wood IronPlanet Online marketplace for selling and buying used equipment GovPlanet Online marketplace for the sale of government and military assets Marketplace-E Online marketplace with a fixed price format Boom & Bucket SalvageSale Full-service project management and salvage inventory support Ritchie Bros.
Inventory sales revenue relates to revenue earned through our inventory contracts and is recognized as the GTV of the assets sold, with the related cost recognized in cost of inventory sold. Our revenue each period can fluctuate significantly based on the mix of sales arrangements, which is driven by customer preferences.
Our revenue can fluctuate significantly based on the mix of sales arrangements, which is driven by customer preferences.
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 on their return on investments.
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. Solution Brand Description Transaction Solutions RB Auction Onsite and online marketplace for selling and buying used equipment J.M.
ITEM 1: BUSINESS Company Overview RB Global, Inc. and its subsidiaries (collectively referred to as “RB Global”, the “Company”, "our", "us", or “we”) (NYSE & TSX: RBA) is a leading global marketplace that provides value-added insights, services, transaction solutions for buyers and sellers of commercial assets and vehicles worldwide.
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.
As part of our updated presentation, transactional seller revenue now includes commissions, pre-negotiated or fixed, as well as certain auction-related fees earned from sellers to complete the sale of an asset, such as towing to our yards, liens search, title processing and online listing and inspection fees.
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.
All full-time employees are encouraged to have development plans that focus on career growth. We have curated tools and resources and developed training programs to provide our leaders and employees with the skills to grow successfully.
RB Global, Inc. 8 Table of Contents 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.
Macroeconomic Conditions and Industry Trends Various macroeconomic conditions and trends, such as inflationary pressures and interest rate volatility, impact our business, gross transaction value and operating costs. In addition, our gross transaction value is impacted by the combination of unit volume growth and changes in average selling prices.
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.
In addition, our Rouse Services ("Rouse") and brand is the leading provider of construction equipment rental metrics, benchmarks, and construction equipment valuations to lenders, rental companies, contractors, and dealers.
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.
In our automotive sector, the total number of accidents and the number of accidents deemed a total loss influence unit volume growth in the industry. The total number of accidents is a function of the number of vehicles in service and the aggregated number of miles driven.
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.
The other sector 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. Each respective sector includes salvage and non-salvage transactions.
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.
In 2024, we also invested and acquired Boom & Bucket Inc, a digital fixed price marketplace which we can add to our portfolio of selling solutions. We remain focused on technology enablement to transform the way we leverage technology to drive future profitable growth.
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.
Our strategic improvements aim to enhance workforce efficiency, reduce knowledge gaps, and drive growth. • We strengthened our IAA title training program through a blended learning model with the aim to reduce attrition and enhance knowledge and efficiency within our workforce. We continuously look for ways to create on-the-job learning opportunities so that our employees feel invested and engaged.
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.
RB Global, Inc. 4 Table of Contents Our performance against service level agreements and gross returns to drive optimal net returns is critical to our success as we compete.
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.
Our customers are primarily automotive insurance companies, as well as end users, dealers, fleet owners, and original equipment manufacturers (“OEMs”) of commercial assets and vehicles. Gross transaction value in our CC&T sector includes equipment needed for earth moving, lift and material handling, as well as vocational and commercial trucks and trailers. Our automotive sector includes all consumer automotive vehicles.
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.
Used automotive prices, the age, and the complexity of the design and technology content of vehicles, in combination with the cost of repair, are some of the factors that influence if a vehicle is deemed a total loss.
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.
Please see our website for our latest sustainability reports and further details on our initiatives and accomplishments.
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.
Removed
Global supply chain disruptions and strong demand for CC&T assets significantly impacted our customers' transaction behavior in recent years. The COVID-19 pandemic initially led to a shortage of new equipment, driving up prices of used assets in our marketplace and extending asset holding periods.
Added
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.
Removed
This pent-up demand subsequently fueled a surge in transactions in 2023 which normalized in the second half of 2024 creating a challenging comparison for the full year.
Added
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.
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Our customers and partners continue to experience lower equipment utilization rates, weaker end market demand, a higher interest rate environment, and higher costs to acquire new assets, resulting in delays in replacing or adding assets to their existing asset base. These trends are contributing to a lower need for our customers to transact equipment.
Added
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.
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The current inflation spread between automotive repair and used vehicles is providing a productive environment for a higher number of vehicles deemed a total loss as a percent of total accidents, which is driving industry salvage unit volume growth.
Added
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.
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Despite these positive trends, we have also seen used automotive prices remain fairly flat year over year, as pricing has normalized following the pandemic. Competition We encounter different competitors by region, sector, and service across the entire suite of solutions we offer to our partners and customers.
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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.
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We primarily compete with Copart, Inc., as well as with Total Resource Auctions, Inc., a subsidiary of Cox Enterprises, and certain other independent used vehicle auction companies that regularly remarket damaged and total loss vehicles. We have contractual service level agreements and various supply agreements with our sellers, primarily automotive insurance customers.
Added
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.
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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 algorithmic asset pricing are used internally to set target values and optimize marketplace operations and externally to provide our customers with real-time asset values.
Added
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. RB Global, Inc. 4 Table of Contents Competition We encounter different competitors by region, sector, and service across the entire suite of solutions we offer to our partners and customers.
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We aim to achieve our growth strategy by modernizing our technology capabilities, investing in the development of our teammates, and strategically acquiring businesses and technologies to expand our capabilities and market reach.
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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.
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We also offer our customers the option to enter into inventory contracts, where we purchase assets before they are resold in the auctions or marketplaces. We may also sell consigned assets or purchased inventory in private sales transactions.
Added
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.
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Other value-added services We also provide a wide array of value-added services to make the process of selling and buying equipment and vehicles convenient for our customers.
Added
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.
Removed
Environmental, Social & Governance In 2024, RB Global continued to advance its Environmental, Social and Governance ("ESG") framework, which was developed in 2022 and subsequently aligned with IAA's ESG program in 2023, and which includes the integration of ESG approaches, resources, and capabilities. Our ESG framework remains instrumental in guiding our actions and driving our ESG progress.
Added
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.
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We use our framework to establish our goals and performance metrics. As with many areas of the business, we used the post-acquisition integration period to analyze and incorporate best practices of our brands' reporting to shape our combined ESG strategy.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

65 edited+8 added−14 removed223 unchanged
Biggest changeAs such, the Company plans to file a Notice of Objection with the CRA in March 2025 and accordingly has paid a deposit of CA$39.5 million (approximately $27.6 million) to the CRA in February 2025, the minimum required by law as part of the CRA’s objection process.
Biggest changeIn addition, the Company paid a deposit of C$39.5 million ($28.8 million) to the CRA in early February 2025, recorded within other non-current assets, the minimum required by law as part of the CRA’s objection process. In the event that the Company prevails in its objection or subsequent legal proceedings, the deposit would be refunded with interest to the Company.
In the event that the Company’s tax filing position is not upheld by either the CRA or by a court of last resort, the Company would incur and record the amounts assessed in income tax, interest and penalties in its consolidated financial statements, which could have a material negative effect on the Company’s operations.
In the event that the Company’s tax filing position is not upheld by either the CRA or by a court of last resort, the Company would incur and record the amounts assessed in income tax, interest and penalties in its consolidated financial statements, which could have a material negative effect on the Company’s results of operations.
Any breach of our IT systems may have a material adverse impact on our business, the assessment of the performance of our internal control environment, results of operations, reputation, stock price and our ability to access capital markets, and may also be deemed to contribute to a material weakness in internal controls over financial reporting.
Any breach of our IT systems may have a material adverse impact on our business, the assessment of the performance of our internal control environment, results of operations, reputation, stock price and our ability to access capital markets, and may also be deemed to contribute to a material weakness in internal control over financial reporting.
Macroeconomic factors, including high fuel prices, high labor costs, inflation and changes in used car prices, may have an adverse effect on our revenues and operating results. Macroeconomic factors that affect oil prices and the vehicle and commodity markets can have adverse effects on our revenue and operating results.
Macroeconomic factors, including high fuel prices, high labor costs, inflation, tariffs and changes in used car prices, may have an adverse effect on our revenues and operating results. Macroeconomic factors that affect oil prices and the vehicle and commodity markets can have adverse effects on our revenue and operating results.
Consumer shopping patterns are rapidly changing, and our success depends on our ability to anticipate and implement innovations in customer experience and logistics in order to appeal to customers who increasingly rely on multiple channels to meet their equipment management and disposition needs.
Shopping patterns are rapidly changing, and our success depends on our ability to anticipate and implement innovations in customer experience and logistics in order to appeal to customers who increasingly rely on multiple channels to meet their equipment management and disposition needs.
A variety of federal, provincial, state and local laws, rules and regulations throughout the world apply to our business, relating to, among other things, tax and accounting rules, the auction business, imports and exports of equipment, property ownership laws, licensing, worker safety, privacy and security of customer information, land use and the use, storage, discharge and disposal of environmentally sensitive materials.
A variety of federal, provincial, state and local laws, rules and regulations throughout the world apply to our business, relating to, among other things, tax and accounting rules, the auction business, imports and exports of equipment, property ownership, licensing, data intelligence, worker safety, privacy and security of customer information, land use and the use, storage, discharge and disposal of environmentally sensitive materials.
Failure to comply with applicable laws, rules and regulations could result in substantial liability to us, suspension or cessation of some or all of our operations, restrictions on our ability to expand at present locations or into new locations, requirements for the acquisition of additional equipment or other significant expenses or restrictions.
Failure to comply with applicable laws, rules and regulations could result in substantial liability to us, reputational harm, suspension or cessation of some or all of our operations, restrictions on our ability to expand at present locations or into new locations, requirements for the acquisition of additional equipment or other significant expenses or restrictions.
Risk Related to Our Business Our business and operating results would be adversely affected due to the loss of one or more significant suppliers, a reduction in significant volume from suppliers, an adverse change in our supplier relationships, or a disruption to our supply of damaged, total loss and low-value vehicles.
Risks Related to Our Business Our business and operating results would be adversely affected due to the loss of one or more significant suppliers, a reduction in significant volume from suppliers, an adverse change in our supplier relationships, or a disruption to our supply of damaged, total loss and low-value vehicles.
The Canada Revenue Agency (“CRA”) has been conducting audits for our 2014, 2015, 2020 and 2021 taxation years.
The Canada Revenue Agency (“CRA”) has been conducting audits for our 2014, 2015, 2020, 2021 and 2023 taxation years.
In addition, the success of our strategic initiatives to expand our business to complimentary service offerings will require new competencies in many positions, and our management and employees will have to adapt and learn new skills and capabilities.
In addition, the success of our strategic initiatives to expand our business to complementary service offerings will require new competencies in many positions, and our management and employees will have to adapt and learn new skills and capabilities.
The availability and performance of our IT systems and infrastructure is critical to our business and continued growth. The satisfactory performance, reliability and availability of our websites, online bidding service, auction management systems, enterprise resource planning systems, transaction processing systems, network infrastructure and customer relationship management systems are important to our reputation, our business and our continued growth.
The satisfactory performance, reliability and availability of our websites, online bidding service, auction management systems, enterprise resource planning systems, transaction processing systems, network infrastructure and customer relationship management systems are important to our reputation, our business and our continued growth.
These restrictions, or the adoption of more stringent environmental laws, including laws enacted in response to climate change, could inhibit materially the ability of customers to ship equipment to or from our auction sites, reducing our GTV and harming our business, financial condition and results of operations.
These restrictions, or the adoption of more stringent environmental laws, including laws enacted in response to climate- and weather-related risks, could inhibit materially the ability of customers to ship equipment to or from our auction sites, reducing our GTV and harming our business, financial condition and results of operations.
To the extent that climate change causes rising sea levels, increased intensity of weather, and increased frequency of extreme precipitation and flooding, the risks noted above may increase. Financial Risk Factors Ineffective internal control over financial reporting could result in errors in our financial statements, reduce investor confidence, and adversely impact our stock price.
To the extent that climate- and weather-related changes cause rising sea levels, increased intensity of weather, and increased frequency of extreme precipitation and flooding, the risks noted above may increase. Financial Risk Factors Ineffective internal control over financial reporting could result in errors in our financial statements, reduce investor confidence, and adversely impact our stock price.
Further, we have recently experienced labor shortages, which have resulted in an increase in associated costs, such as increased overtime to meet demand and increased wages to attract and retain employees. If these conditions or other inflationary pressures continue, our costs for towing and branch labor may continue to rise.
Further, we have recently experienced labor shortages, which have resulted in an increase in associated costs, such as increased overtime to meet demand and increased wages to attract and retain employees. If these conditions or other inflationary pressures, including as a result of tariffs, continue, our costs for towing and branch labor may continue to rise.
These events, which may increase in frequency and magnitude as a result of climate change, may impact our physical auction facilities, causing a material increase in costs, or delays or cancellation of auction sales, which could have a material adverse impact on our revenues and profitability.
These events, which may increase in frequency and magnitude as a result of climate- and weather-related changes, may impact our physical auction facilities, causing a material increase in costs, or delays or cancellation of auction sales, which could have a material adverse impact on our revenues and profitability.
Federal and state environmental authorities are currently investigating IAA’s role in contributing to contamination at the Lower Duwamish Waterway Superfund Site in Seattle, Washington and the role of one of IAA’s subsidiaries in contributing to the Pyrite Canyon Plume in Jurupa Valley, California. Our potential liability at these sites cannot be estimated at this time.
Federal and state environmental authorities have investigated IAA’s role in contributing to contamination at the Lower Duwamish Waterway Superfund Site in Seattle, Washington and the role of one of IAA’s subsidiaries in contributing to the Pyrite Canyon Plume in Jurupa Valley, California. Our potential liability at these sites cannot be estimated at this time.
Generally, institutional and dealer suppliers make non-binding long-term commitments with us regarding consignment volumes. Changes in the consignment patterns of our key suppliers could have a material adverse effect on our business and operations. There RB Global, Inc. 13 Table of Contents are many factors that can adversely affect volume from suppliers, many of which are beyond our control.
Generally, institutional and dealer suppliers make non-binding long-term commitments with us regarding consignment volumes. Changes in the consignment patterns of our key suppliers could have a material adverse effect on our business and operations. There are many factors that can adversely affect volume from suppliers, many of which are beyond our control.
As a result of this evolution, increasingly we interact with our customers across a variety of different channels, including live auction, online, through mobile technologies, including the Ritchie Bros. mobile app, social media, and inventory management systems.
As a result of this evolution, increasingly we interact with our customers across a variety of different channels, including live auction, online, through mobile technologies, including the mobile apps, social media, and inventory management systems.
The information security measures we implement, maintain and follow that are designed to mitigate our risks with respect to IT-related cybersecurity incidents do not guarantee that our operations will not be disrupted, that we will prevent an attack from occurring in the future, or that our internal controls, for instance relating to user access management, will perform as intended to prevent unauthorized access to our systems and data.
RB Global, Inc. 18 Table of Contents The information security measures we implement, maintain and follow that are designed to mitigate our risks with respect to IT-related cybersecurity incidents do not guarantee that our operations will not be disrupted, that we will prevent an attack from occurring in the future, or that our internal controls, for instance relating to user access management, will perform as intended to prevent unauthorized access to our systems and data.
Department of Commerce, OFAC or other applicable regulator against the company or any of our employees for potential violations of these laws could have a negative impact on our reputation, business, operating results and prospects. Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws, including the U.S.
Department of Commerce, OFAC or other applicable regulator against the company or any of our employees for potential violations of these laws could have a negative impact on our reputation, business, operating results and prospects. RB Global, Inc. 22 Table of Contents Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws, including the U.S.
Among other things, these advance notice provisions set a deadline by which shareholders must notify us in writing of an intention to nominate directors for RB Global, Inc. 27 Table of Contents election to the board of directors prior to any shareholder meeting at which directors are to be elected and set forth the information required in this notice for it to be valid.
Among other things, these advance notice provisions set a deadline by which shareholders must notify us in writing of an intention to nominate directors for election to the Board of Directors prior to any shareholder meeting at which directors are to be elected and set forth the information required in this notice for it to be valid.
During fiscal 2024, approximately 22% of our consolidated revenues were associated with vehicles supplied by the Company's three largest supplier customers. Our agreements with insurance company suppliers are generally subject to cancellation by either party upon 30 to 90 days’ notice.
During fiscal year 2025, approximately 23% of our consolidated revenues were associated with vehicles supplied by the Company's three largest supplier customers. Our agreements with insurance company suppliers are generally subject to cancellation by either party upon 30 to 90 days’ notice.
Income and commodity tax amounts, including tax expense, may be materially different than expected, and there is a trend by global tax collection authorities towards the adoption of more aggressive laws, regulations, interpretations and audit practices.
RB Global, Inc. 20 Table of Contents Income and commodity tax amounts, including tax expense, may be materially different than expected, and there is a trend by global tax collection authorities towards the adoption of more aggressive laws, regulations, interpretations and audit practices.
Significant increases in the cost of fuel, whether due to inflationary pressures or otherwise, could lead to a reduction in miles driven per car and a reduction in accident rates.
Significant increases in the cost of fuel, whether due to inflationary pressures, including as a result of tariffs, or otherwise, could lead to a reduction in miles driven per car and a reduction in accident rates.
If we purchase vehicles, the increased costs associated with acquiring the vehicles could have a material adverse effect on our gross profit margin and operating results. Vehicles sold under purchase agreements were approximately 4.1% of IAA’s vehicles sold both domestically and internationally for fiscal year 2024.
If we purchase vehicles, the increased costs associated with acquiring the vehicles could have a material adverse effect on our gross profit margin and operating results. Vehicles sold under purchase agreements were approximately 2.7% of IAA’s vehicles sold both domestically and internationally for fiscal year 2025.
Although we have tested our business continuity plan as part of the implementation, there can be no assurance that it will operate effectively or that our business, results of operations and financial condition will not be materially affected in the event of a significant interruption of our RB Global, Inc. 24 Table of Contents business.
Although we have tested our business continuity plan as part of the implementation, there can be no assurance that it will operate effectively or that our business, results of operations and financial condition will not be materially affected in the event of a significant interruption of our business.
If we were subject to a disaster or serious security breach, it could materially damage our business, financial condition and results of operations. Our insurance may be insufficient to cover losses that may occur as a result of our operations. We maintain property and general liability insurance.
If we were subject to a disaster or serious security breach, it could materially damage our business, financial condition and results of operations. RB Global, Inc. 24 Table of Contents Our insurance may be insufficient to cover losses that may occur as a result of our operations. We maintain property and general liability insurance.
Further, such a breach may require us to incur significant expenses to notify governmental agencies, individuals or other third parties pursuant to various privacy and security laws. RB Global, Inc. 19 Table of Contents The costs of mitigating cybersecurity risks are significant and are likely to increase in the future.
Further, such a breach may require us to incur significant expenses to notify governmental agencies, individuals or other third parties pursuant to various privacy and security laws. The costs of mitigating cybersecurity risks are significant and are likely to increase in the future.
Under some environmental laws, an owner, operator or lessee of, or other person involved in, real estate may be liable for the costs of removal or remediation of hazardous or toxic substances located on or in, or emanating from, the real estate, and related costs of investigation and property damage.
RB Global, Inc. 19 Table of Contents Under some environmental laws, an owner, operator or lessee of, or other person involved in, real estate may be liable for the costs of removal or remediation of hazardous or toxic substances located on or in, or emanating from, the real estate, and related costs of investigation and property damage.
We protect our proprietary technology through a combination of trade secrets, third-party confidentiality and nondisclosure agreements, additional contractual restrictions on disclosure and use, and patent, copyright, and trademark laws. We are the registered owners of many Internet domain names internationally.
We protect our proprietary technology through a combination of trade secrets, third-party confidentiality and nondisclosure agreements, additional contractual restrictions on disclosure and use, and patent, copyright, and trademark laws. RB Global, Inc. 26 Table of Contents We are the registered owners of many Internet domain names internationally.
Our substantial international operations expose us to additional risks that could harm our business, including foreign exchange rate fluctuations that could harm our results of operations. We conduct business in many countries around the world and intend to continue to expand our presence in international markets, including emerging markets.
RB Global, Inc. 21 Table of Contents Our substantial international operations expose us to additional risks that could harm our business, including foreign exchange rate fluctuations that could harm our results of operations. We conduct business in many countries around the world and intend to continue to expand our presence in international markets, including emerging markets.
Climate change initiatives, including significant changes to engine emission standards applicable to equipment, may also adversely affect the supply of demand for our market values of equipment.
Climate- and weather-related initiatives, including significant changes to engine emission standards applicable to equipment, may also adversely affect the supply of demand for our market values of equipment.
The growth and performance of our business depends to a significant extent on the efforts and abilities of our employees. Many of our key employees have extensive experience with our business. These employees have knowledge and an understanding of our company RB Global, Inc. 20 Table of Contents and industry that cannot be readily duplicated.
The growth and performance of our business depends to a significant extent on the efforts and abilities of our employees. Many of our key employees have extensive experience with our business. These employees have knowledge and an understanding of our company and industry that cannot be readily duplicated.
Our business and operating results would be adversely affected if we are unable to meet or exceed our buyer customers’ demand and expectations or due to a disruption in demand of damaged, total loss and low-value vehicles.
RB Global, Inc. 12 Table of Contents Our business and operating results would be adversely affected if we are unable to meet or exceed our buyer customers’ demand and expectations or due to a disruption in demand of damaged, total loss and low-value vehicles.
Government regulation of the digital landscape is evolving, and unfavorable regulations could substantially harm our business and results of operations. We are subject to federal, provincial, state and local laws, rules and regulations governing digital commerce and online services.
RB Global, Inc. 17 Table of Contents Government regulation of the digital landscape is evolving, and unfavorable regulations could substantially harm our business and results of operations. We are subject to federal, provincial, state and local laws, rules and regulations governing digital commerce and online services.
Decreases in the supply of, demand for, or market values of used equipment, could harm our business. Our revenues could decrease if there is significant erosion in the supply of, demand for, or market values of used equipment, which could adversely affect our financial condition and results of operations.
RB Global, Inc. 27 Table of Contents Decreases in the supply of, demand for, or market values of used equipment, could harm our business. Our revenues could decrease if there is significant erosion in the supply of, demand for, or market values of used equipment, which could adversely affect our financial condition and results of operations.
Our failure to meet our customers’ demands in such situations could negatively affect our relationships with such customers and result in a loss of RB Global, Inc. 15 Table of Contents future business, which would adversely affect our operating results and financial condition.
Our failure to meet our customers’ demands in such situations could negatively affect our relationships with such customers and result in a loss of future business, which would adversely affect our operating results and financial condition.
We are subject to the FCPA, the CFPOA, the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, the USA RB Global, Inc. 22 Table of Contents PATRIOT Act, the United Kingdom Bribery Act of 2010, or the U.K.
We are subject to the FCPA, the CFPOA, the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, the USA PATRIOT Act, the United Kingdom Bribery Act of 2010, or the U.K.
RB Global, Inc. 16 Table of Contents We may not realize the anticipated benefits of, and synergies from, acquisitions and may become responsible for certain liabilities and integration costs as a result. We have acquired, and may continue to acquire, businesses that have previously operated independently from us.
RB Global, Inc. 15 Table of Contents We may not realize the anticipated benefits of, and synergies from, acquisitions and may become responsible for certain liabilities and integration costs as a result. We have acquired, and may continue to acquire, businesses that have previously operated independently from us. The integration of our operations with those of acquired businesses, including J.M.
The termination or expiration of leases at existing facilities may adversely affect us if the renewal terms of those leases are unacceptable to us and we are forced to close the facilities.
Most of IAA’s salvage auction vehicle facilities are leased. The termination or expiration of leases at existing facilities may adversely affect us if the renewal terms of those leases are unacceptable to us and we are forced to close the facilities.
Mild weather conditions tend to result in a decrease in the available supply of damaged and total loss vehicles because traffic accidents decrease, and fewer vehicles are damaged.
RB Global, Inc. 14 Table of Contents Mild weather conditions tend to result in a decrease in the available supply of damaged and total loss vehicles because traffic accidents decrease, and fewer vehicles are damaged.
We are governed by the corporate laws of Ontario, Canada which in some cases have a different effect on shareholders than the corporate laws of Delaware.
RB Global, Inc. 28 Table of Contents We are governed by the corporate laws of Ontario, Canada which in some cases have a different effect on shareholders than the corporate laws of Delaware.
While the results of these claims have not historically had a material effect on us, we may not be able to defend ourselves adequately against these claims in the future, and these proceedings may have a material adverse impact on our financial condition or results of operations.
While the results of these claims, proceedings or investigations have not historically had a material effect on us, we may not be able to defend ourselves adequately against these claims, proceedings or investigations in the future.
The systems and infrastructure we rely on may experience service interruptions or degradation because of hardware or software defects or malfunctions, denial of service or ransomware attacks and other cybersecurity events, human error and natural events beyond our control.
The systems and infrastructure we rely on may experience service interruptions or degradation because of hardware or software defects or malfunctions, denial of service or ransomware attacks and other cybersecurity events, human error and natural events beyond our control. The rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.
In addition, some of the facilities on which we operate are impacted by significant recognized environmental concerns and pollution conditions.
RB Global, Inc. 13 Table of Contents In addition, some of the facilities on which we operate are impacted by significant recognized environmental concerns and pollution conditions.
The Company plans to object to the notice of assessment as it believes it is and has been in full compliance with Canadian tax laws and intends to pursue all available administrative and judicial remedies necessary to resolve this matter.
In February 2025, the Company filed a Notice of Objection with the CRA as it believes it is and has been in full compliance with Canadian tax laws and it intends to pursue all available administrative and judicial remedies necessary to resolve this matter.
The integration of our operations with those of acquired businesses, including IAA, is intended to result in financial and operational benefits, including certain tax and run-rate synergies. There can be no assurance, however, regarding when or the extent to which we will be able to realize these and other benefits.
Wood, is intended to result in financial and operational benefits, including certain tax and run-rate synergies. There can be no assurance, however, regarding when or the extent to which we will be able to realize these and other benefits.
The terms of the Credit Agreement and the indentures governing the Notes will limit, but not prohibit, us from incurring additional indebtedness.
We may incur substantial additional indebtedness in the future. The terms of the Credit Agreement and the indentures governing the Notes will limit, but not prohibit, us from incurring additional indebtedness.
The development or expansion of auction sites depends upon receipt of required licenses, permits and other governmental authorizations. Our inability to obtain these required items could harm our business. Additionally, changes or concessions required by regulatory authorities could result in significant delays in, or prevent completion of, such development or expansion.
Our inability to obtain these required items could harm our business. Additionally, changes or concessions required by regulatory authorities could result in significant delays in, or prevent completion of, such development or expansion.
Complying with revisions to laws, rules and regulations could result in an increase in expenses and a deterioration of our financial performance.
Complying with revisions to laws, rules and regulations could result in an increase in expenses and a deterioration of our financial performance. Monitoring of, and compliance with, applicable laws, rules and regulations may be difficult, time-consuming and costly.
Depending on the outcome of this matter with the CRA, the Company could incur additional income taxes, penalties and interest relating to the 2016 to 2020 taxation years, which could have RB Global, Inc. 21 Table of Contents a material negative effect on its operations.
The Company has not received a notice of assessment relating to the 2016 to 2020 taxation years. Depending on the outcome of this matter, the Company could incur additional income taxes, penalties and interest relating to the 2016 to 2020 taxation years, which could have a material negative effect on its results of operations.
On December 3, 2024, the CRA issued the Company a Notice of Assessment and Statement of Interest (“NOA”) for CA$79.1 million (Canadian dollars) (approximately $55.1 million), for the taxation years 2010 through 2015, inclusive of CA$37.7 million in income taxes (approximately $26.3 million), and CA$41.4 million in interest and penalties (approximately $28.9 million).
On December 3, 2024, the CRA issued the Company a Notice of Assessment and Statement of Interest for C$79.1 million ($57.8 million), for the taxation years 2010 through 2015, inclusive of C$37.7 million ($27.5 million) in income taxes, and C$41.4 million ($30.2 million) in interest and penalties.
Effective patent, copyright, trademark, service mark, trade secret, and domain name protection is time-consuming and expensive to maintain. Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others, which could result in substantial costs and diversion of our resources.
Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others, which could result in substantial costs and diversion of our resources.
It is not always clear how existing laws governing issues such as property transfers, digital, sales and similar taxes, intellectual property rights, and user privacy and data protection apply to digital commerce RB Global, Inc. 18 Table of Contents and online services.
It is not always clear how existing laws governing issues such as property transfers, digital, sales and similar taxes, intellectual property rights, and user privacy and data protection apply to digital commerce and online services. Changes to laws, rules and regulations and unfavorable resolution of these issues may harm our business and results of operations.
These competitors could have greater financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our leverage could also impede our ability to withstand downturns in our industry or the economy in general. We may incur substantial additional indebtedness in the future.
In addition, our leverage could put us at a competitive disadvantage compared to our competitors that are less leveraged. These competitors could have greater financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our leverage could also impede our ability to withstand downturns in our industry or the economy in general.
We may be unable to keep existing facilities or open new facilities in desirable locations and on favorable terms, which could materially and adversely affect our results of operations.
We may be unable to keep existing facilities or open new facilities in desirable locations and on favorable terms, which could materially and adversely affect our results of operations. Local land use and zoning regulations, environmental regulations and other regulatory requirements may impact our ability to find suitable locations and influence the cost of our operations.
We are subject to general litigation and other claims that arise in the ordinary course of our business. The outcome and impact of such litigation cannot be predicted with certainty, but regardless of the outcome, these proceedings can have an adverse impact on us because of legal costs, diversion of management resources and other factors.
The merit, outcome and impact of such claims, proceedings or investigations cannot be predicted with certainty, but regardless of the merit or outcome, these claims, proceedings or investigations can have an adverse impact on us because of legal costs, diversion of management resources, negative publicity and other factors.
Our ability to make payments on and to refinance our indebtedness, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
RB Global, Inc. 25 Table of Contents Our ability to make payments on and to refinance our indebtedness, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales.
We may not generate sufficient funds to service our debt and meet our business needs, such as funding working capital or the expansion of our operations.
Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not generate sufficient funds to service our debt and meet our business needs, such as funding working capital or the expansion of our operations.
At December 31, 2024, we have $2.7 billion of total debt outstanding, consisting of: • $1.3 billion under an amended credit agreement (the "Credit Agreement") entered into in December 2022 with a syndicate of lenders; and • $550.0 million aggregate principal amount of 6.750% senior secured notes due March 15, 2028, and $800.0 million aggregate principal amount of 7.750% senior unsecured notes due March 15, 2031 (together the "Notes") There are no current drawings under our foreign credit facilities, and we can borrow an additional $705.9 million under the Credit Agreement.
At December 31, 2025, we have $2.5 billion of total debt outstanding, consisting of: • $1.0 billion under an amended credit agreement (the “Credit Agreement”) entered into in December 2016 with a syndicate of lenders; • $550.0 million aggregate principal amount of 6.75% senior secured notes due March 15, 2028, and $800.0 million aggregate principal amount of 7.75% senior unsecured notes due March 15, 2031 (together, the “Notes”); and • $137.5 million of short-term debt with various maturities over the next 12 months.
We cannot be certain that we will be able to prevent unauthorized use of our technology or RB Global, Inc. 26 Table of Contents infringement or misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights.
We cannot be certain that we will be able to prevent unauthorized use of our technology or infringement or misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights. Effective patent, copyright, trademark, service mark, trade secret, and domain name protection is time-consuming and expensive to maintain.
We cannot guarantee that any future business acquisitions will be pursued, that any acquisitions that are pursued will be consummated, or that we will achieve the anticipated benefits of completed acquisitions. We are regularly subject to general litigation and other claims, which could have an adverse effect on our business and results of operations.
We cannot guarantee that any future business acquisitions will be pursued, that any acquisitions that are pursued will be consummated, or that we will achieve the anticipated benefits of completed acquisitions.
In addition, during the third quarter of 2024, the CRA has requested information regarding the 2016 to 2020 taxation years for the same matter, which the Company provided to the CRA in January 2025. The Company has not received a notice of assessment relating to the 2016 to 2020 taxation years.
In addition, in late 2024, the CRA requested information regarding the 2016 to 2020 taxation years for the same matter, which the Company provided in January 2025. In September 2025, the CRA requested additional information and clarification regarding previous submissions to which the Company responded and provided the additional information in October 2025.
In addition, our ability to withstand competitive pressures and to react to changes in our industry, including both the live and online auction industry, could be impaired.
In addition, our ability to withstand competitive pressures and to react to changes in our industry, including both the live and online auction industry, could be impaired. The lenders who hold our debt could also accelerate amounts due in the event that we default, which could potentially trigger a default or acceleration of the maturity of our other debt.
Additionally, the outcome of a proceeding may differ materially from the Company's best estimate. For example, we currently have an ongoing dispute with Ms. Ann Fandozzi, former Chief Executive Officer, and current Director, regarding her departure from the Company.
Additionally, the outcome of a proceeding may differ materially from the Company's best estimate.
Removed
Local land use and zoning regulations, environmental regulations and other regulatory requirements may impact our ability to find RB Global, Inc. 14 Table of Contents suitable locations and influence the cost of our operations. Most of IAA’s salvage auction vehicle facilities are leased.
Added
RB Global, Inc. 16 Table of Contents The availability and performance of our IT systems and infrastructure is critical to our business and continued growth.
Removed
The rapid evolution and increased adoption of artificial intelligence technologies may intensify our RB Global, Inc. 17 Table of Contents cybersecurity risks.
Added
Those laws, rules or regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. The development or expansion of auction sites depends upon receipt of required licenses, permits and other governmental authorizations.
Removed
Changes to laws, rules and regulations and unfavorable resolution of these issues may harm our business and results of operations.
Added
In June 2025, the Company filed a Notice of Appeal with the Tax Court of Canada. In October 2025, the Canadian Crown filed a response to the Company’s Notice of Appeal with the Tax Court of Canada maintaining the CRA’s assertion and requesting that the Company’s appeal be dismissed.
Removed
In the event that the Company prevails in its objection or subsequent legal proceedings, the deposit would be refunded with interest to the Company.
Added
The Company believes the Crown’s response is without merit and plans to continue to litigate.
Removed
Since the third quarter of 2023, the Company has been recording an accrual to reflect the best estimate of the settlement amount, and to date has recorded an expense of $11.2 million, which reflects the current best estimate of a settlement amount net of a recapture of previously recognized compensation expense based on the terms of Ms.
Added
RB Global, Inc. 23 Table of Contents Third-party claims, litigation, regulatory proceedings or government investigations to which we are subject or in which we become involved, regardless of their merit, could have an adverse effect on our business and results of operations.
Removed
Fandozzi’s employment agreement following her resignation. The matter is currently in arbitration in accordance with the terms of Ms. Fandozzi’s employment agreement.
Added
From time to time we may be subject to third-party claims, lawsuits, regulatory proceedings or government investigations into whether our business practices comport with applicable law, which may include claims with respect to intellectual property, antitrust, breach of contract, employment, mergers and acquisitions and other matters.
Removed
Any changes to the estimated payment amount as a result of the settlement of the matter could be material and any such payment or our RB Global, Inc. 23 Table of Contents inability to resolve the dispute in a timely manner may adversely affect our results of operations.
Added
If any claims or proceedings are decided against us or if a settlement requires us to pay a large monetary amount or take other action that materially restricts or impedes our operations, our profitability could be significantly reduced and our financial condition or results of operations could be materially affected.
Removed
See "Part II, Item 8: Financial Statements and Supplementary Data - Note 27 Contingencies" for further information. We may also be subject to intellectual property claims, which are extremely costly to defend, could require us to pay significant damages, and could limit our ability to use certain technologies in the future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Audit Committee reviews the Company’s cybersecurity strategy and readiness at least annually and receives a quarterly, or more often as needed, briefing from our Chief Technology Officer ("CTO") and CISO on cybersecurity matters and key performance indicators relating to the security program.
Biggest changeOur Audit Committee receives a quarterly, or more often as needed, briefing from our CISO on cybersecurity matters and key performance indicators relating to the security program. Our Board members engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy processes as needed.
The DPC is responsible for developing strategies and policies relating to data privacy and protection and the SSC provides a forum for engaging stakeholders on security and risk reduction initiatives, setting security policies and assessing the effectiveness of Company efforts to monitor, prevent, prevent, and remediate security threats and incidents.
The DPC is responsible for developing strategies and policies relating to data privacy and protection and the SSC provides a forum for engaging stakeholders on security and risk reduction initiatives, setting security policies and assessing the effectiveness of Company efforts to monitor, prevent, and remediate security threats and incidents.
We also continue to invest in dedicated information security resources and technology to strengthen our programs and controls around people and processes. In the event of a cybersecurity incident, we have established an incident response and breach management process led by our CISO with the support of leaders from our legal, operations, and risk management departments.
We also continue to invest in dedicated information security resources and technology to strengthen our programs and controls around people and processes. In the event of a cybersecurity incident, we have established an incident response and breach management process led by our CISO with the support of leaders from Legal, Operations, and Internal Audit.
We are not aware of having experienced, directly or through our third-party providers, any risks from cybersecurity threats or incidents through the date of this Report that have materially affected the Company, its business strategy, results of operations or financial condition, or are reasonably likely to have such an effect.
RB Global, Inc. 29 Table of Contents We are not aware of having experienced, directly or through our third-party providers, any cybersecurity threats or incidents through the date of this Report that have materially affected the Company, its business strategy, results of operations or financial condition, or are reasonably likely to have such an effect.
RB Global, Inc. 28 Table of Contents Additionally, management has established two cross-functional committees made up of appropriate personnel throughout the Company, the Data Privacy Committee ("DPC") and the Security Steering Committee ("SSC"), to frame, review and guide our processes.
Additionally, management has established two cross-functional committees made up of appropriate personnel throughout the Company, the Data Privacy Committee (“DPC”) and the Security Steering Committee (“SSC”), to frame, review and guide our processes.
At the management level, our cybersecurity risk management and strategy processes are overseen by the Company's CTO, CISO and VP, Global Internal Audit and Enterprise Risk Management with ongoing feedback and risk reduction initiative support from the SSC. The committee generally meets quarterly to discuss operational cybersecurity risks and associated remediation efforts.
At the management level, our cybersecurity risk management and strategy processes are overseen by the Company's COO (having assumed the responsibilities of CTO on an interim basis), CISO and Senior Director, Internal Audit with ongoing feedback and risk reduction initiative support from the SSC. The SSC generally meets quarterly to discuss operational cybersecurity risks and associated remediation efforts.
This does not guarantee that future incidents or threats will not have a material impact, or that we or our third-party providers are not currently the subject of an undetected incident or threat that may have such an impact. For more information on our cybersecurity related risks, see Item 1A Risk Factors of this Annual Report on Form 10-K.
This does not guarantee that future incidents or threats will not have a material impact, or that we or our third-party providers are not currently the subject of an undetected incident or threat that may have such an impact.
He holds an undergraduate degree in accounting and information systems and several designations, including a certification in risk management assurance. These individuals remain informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity threats and incidents through their leadership of the cybersecurity risk management and strategy processes and management committees described above.
These individuals remain informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity threats and incidents through their leadership of the cybersecurity risk management and strategy processes and management committees described above.
Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy processes as needed. Visibility and transparency regarding our cybersecurity program and cybersecurity threats and incidents provides the Board with the foundation for oversight over the Company's security operations, program status and cybersecurity risk management.
Visibility and transparency regarding our cybersecurity program and cybersecurity threats and incidents provides the Board with the foundation for oversight over the Company's security operations, program status and cybersecurity risk management.
The SSC is comprised of our Chief Technology Officer ("CTO"), our Chief Information Security Officer ("CISO"), and other IT leaders, as well as representatives from Risk Management, Product Management, Human Resources and Legal.
The SSC is comprised of our Chief Operations Officer (“COO”), who provides overall leadership for the Company's technology organization and has assumed the responsibilities of the Company's Chief Technology Officer (“CTO”) on an interim basis, our Chief Information Security Officer (“CISO”), and other IT leaders, as well as representatives from Internal Audit, Product Management, Human Resources and Legal.
Governance The Board of Directors and management are actively involved and play an important part in the oversight of cybersecurity threats and incidents.
For more information on our cybersecurity related risks, see Part I, Item 1A Risk Factors of this Annual Report on Form 10-K. Governance The Board of Directors and management are actively involved and play an important part in the oversight of cybersecurity threats and incidents.
We maintain a comprehensive security program that includes physical, administrative and technical safeguards designed to prevent and timely and appropriately respond to cybersecurity threats or incidents. We have in the past, and may in the future, also engage third party consultants to assist in assessing, benchmarking, implementing, monitoring and enhancing our security program.
We maintain a comprehensive security program that includes physical, administrative and technical safeguards designed to prevent and appropriately respond to cybersecurity threats or incidents. We have engaged a third-party consulting firm to conduct ongoing cybersecurity maturity assessments and audits based on best practice frameworks.
Removed
We continue to integrate our cybersecurity practices into our Enterprise Risk Management program, overseen by the Enterprise Risk Management Committee, which identifies and tracks cyber-related business and compliance risks across the Company and helps prioritize related activity for the internal audit team.
Added
The Company's COO and CISO have substantial work experience in roles involving IT. Our COO has more than 20 years of operations and supply chain experience in the areas of product development and continuous improvement, with a significant focus on maintaining continuity and preventing operational downtime.
Removed
The Audit Committee briefs the full Board of Directors on cybersecurity, and where necessary, management is available to provide further insight into such matters or other related cybersecurity matters. The Global Internal Audit department, which reports to the Audit Committee, annually tests the design and operating effectiveness of certain cybersecurity-related processes.
Added
He most recently served as Division President from 2023 to 2024 at a global logistics company, where he was responsible for the operational processes and technological capabilities at more than 120 distribution centers. He holds an undergraduate degree and a masters degree in managerial economics.
Removed
The Company's CTO and CISO each have substantial work experience in roles involving IT, including security, network management, application and systems engineering and architecture. Our CTO has served in various roles in IT for more than 20 years, including most recently serving as the Sr.
Added
Our Senior Director, Internal Audit spent over 17 years at a multinational professional services firm where she gained significant experience in auditing, inclusive of internal controls. Most recently, for over 5 years, she served as Senior Director, Corporate Reporting and Accounting at RB Global. She also has a CPA designation (Chartered Professional Accountants) and an undergraduate degree in business.
Removed
Vice President of Product Engineering from 2021 to 2023, and VP, Digital from 2020 to 2021 at a large public retail company where she played a leading role in the retailer's technology transformation. She holds an undergraduate degree in industrial engineering.
Removed
Our VP, Global Internal Audit and Enterprise Risk Management has 25 years of experience in auditing internal controls and risk management.
Removed
Most recently, he served as IAA's VP, Internal Audit since 2022 up until the Company's acquisition of IAA and as Global Director, Finance & Internal Controls from 2020 to 2022 of a large medical waste disposal and RB Global, Inc. 29 Table of Contents secure information destruction business.

Item 2. Properties

Properties — owned and leased real estate

4 edited+1 added−3 removed3 unchanged
Biggest changeITEM 3: LEGAL PROCEEDINGS We have no material legal proceedings pending, other than ordinary routine litigation incidental to the business, and we do not know of any material proceedings contemplated by governmental authorities.
Biggest changeWhere appropriate, we will increase our capacity through the acquisition of additional land and facilities, either through purchase or lease. ITEM 3: LEGAL PROCEEDINGS We have no material legal proceedings pending, other than ordinary routine litigation incidental to the business, and we do not know of any material proceedings contemplated by governmental authorities.
ITEM 2: PROPERTIES We own and lease various properties globally, primarily in the United States, Canada, Australia, and Europe, including in the United Kingdom. We use the properties for our operations, primarily as auction sites, branches and for storage, as well as for administrative offices, which support our various businesses and brands.
ITEM 2: PROPERTIES We own and lease various properties globally, primarily in the United States, Canada, Australia, and Europe, including the United Kingdom. We use the properties for operations, primarily as auction sites, branches and for storage, as well as for administrative offices, which support our business.
We are headquartered in Westchester, Illinois, United States, which is held through a lease until 2027. We also lease other administrative offices primarily in the United States, Canada, and the Netherlands. In total, we lease over 1 million square feet of administrative office space around the world.
We are headquartered in Westchester, Illinois, United States, which is held through a lease until 2027. We also lease other administrative offices primarily in the United States, Canada, and the Netherlands. In total, we lease approximately 1 million square feet of administrative office space globally.
To support our partners, customers and operations during catastrophic events, we also hold agreements that give us the option to lease and use certain properties totaling approximately 2,000 acres within certain timeframes, as necessary.
To support our partners, customers and operations during catastrophic events, we also hold agreements that give us the option to lease and use certain properties totaling over 1,800 acres within certain timeframes, as necessary.
Removed
The table below sets forth a summary of our owned and leased properties for operations, by region and acreage, at December 31, 2024: Location Number of Locations Owned Acreage Leased Acreage United States 246 3,704 7,377 Canada 30 884 539 International 35 788 248 Total 311 5,376 8,164 During 2024, primarily in our automotive sector, we opened 5 new operating locations in the United States and Canada and expanded some of our existing locations to support additional operating activities.
Added
RB Global, Inc. 30 Table of Contents The following table summarizes our owned and leased properties for operations, by region and acreage, at December 31, 2025 (actual number of locations and acres): Location Number of Locations Owned Acreage Leased Acreage United States 250 4,431 7,769 Canada 32 898 527 International 51 814 364 Total 333 6,143 8,660 We regularly evaluate our capacity in all markets to ensure our administrative offices and operating facilities continue to meet our varied and extensive needs and allow us to conduct our operations to the best of our abilities.
Removed
Additionally, we converted 13 previously leased properties to owned properties, primarily through lease buyouts. To support our GovPlanet operations, we also lease two warehouses in addition to the above.
Removed
We regularly evaluate our capacity in all markets to ensure our administrative offices and operating facilities continue to meet our varied and extensive needs and allow us to conduct our operations to the best of our abilities. Where appropriate, we will increase our capacity through the acquisition of additional land and facilities, either through purchase or lease.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3: Legal Proceedings 30 ITEM 4: Mine Safety Disclosures 30 PART II ITEM 5: Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 31 ITEM 6: [ Reserved ] 34 ITEM 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 ITEM 7A: Quantitative and Qualitative Disclosures About Market Risk 51 ITEM 8: Financial Statements and Supplementary Data 52 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 52 Report of Independent Registered Public Accounting Firm (PCAOB ID: 1263) 55 Consolidated Income Statements 55 Consolidated Statements of Comprehensive Income 56 Consolidated Balance Sheets 57 Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity 58 Consolidated Statements of Cash Flows 60 Notes to the Consolidated Financial Statements 61
Biggest changeITEM 3: Legal Proceedings 31 ITEM 4: Mine Safety Disclosures 31 PART II ITEM 5: Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 32 ITEM 6: [ Reserved ] 35 ITEM 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 ITEM 7A: Quantitative and Qualitative Disclosures About Market Risk 49 ITEM 8: Financial Statements and Supplementary Data 50

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

18 edited+0 added−6 removed26 unchanged
Biggest changeThis amount reflects 100% of target numbers of PSUs granted and includes dividend equivalent rights credited in connection with such PSUs. Under the Plan, the number of PSUs that vest is conditional upon specified market, service, and/or performance vesting conditions being met.
Biggest changeThe amounts shown reflects vesting of Performance Share Units (“PSUs”) at 100% of target. The number of PSUs which vest is conditional upon the achievement of specified service and market or service and performance vesting conditions. Such awards can vest at between 0% and 200% of the target number of PSUs granted.
This summary is restricted to beneficial owners of common shares each of whom, at all relevant times for the purposes of the Canadian Tax Act and the Convention, (i) is resident solely in the U.S., (ii) is entitled to the full benefits of the Convention, (iii) holds all common shares as capital property, (iv) deals at arm’s length with and is not affiliated with RB Global, (v) does not and is not deemed to use or hold any common shares in a business carried on in Canada, and (vi) is not an "authorized foreign bank" (as defined in the Canadian Tax Act) or an insurer that carries on business in Canada and elsewhere (each such holder, a “U.S.
This summary is restricted to beneficial owners of common shares each of whom, at all relevant times for the purposes of the Canadian Tax Act and the Convention, (i) is resident solely in the U.S., (ii) is entitled to the full benefits of the Convention, (iii) holds all common shares as capital property, (iv) deals at arm’s length with and is not affiliated with RB Global, (v) does not and is not deemed to use or hold any common shares in a business carried on in Canada, and (vi) is not an “authorized foreign bank” (as defined in the Canadian Tax Act) or an insurer that carries on business in Canada and elsewhere (each such holder, a “U.S.
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Outstanding Share Data We are a public company and our common shares are listed under the symbol “RBA” on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”).
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Outstanding Share Data Our common shares are listed under the symbol “RBA” on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”).
RB Global, Inc. 31 Table of Contents Comparison of Cumulative Return The following graph compares the cumulative return on a $100 investment in our common shares over the last five fiscal years beginning December 31, 2019 through December 31, 2024, to that of the cumulative return on a $100 investment in the Russell Global Index (“Russell 2000”), the S&P / TSX Composite Index (“S&P/TSX”) and the Dow Jones Industrial Average Index (“DJIA”) for the same period.
RB Global, Inc. 32 Table of Contents Comparison of Cumulative Return The following graph compares the cumulative return on a $100 investment in our common shares over the last five fiscal years beginning December 31, 2020 through December 31, 2025, to that of the cumulative return on a $100 investment in the Russell 2000 Index (“Russell 2000”), the S&P / TSX Composite Index (“S&P/TSX”), and the Dow Jones Industrial Average Index (“DJIA”) for the same period.
Series A Senior Preferred Shares represent, as of February 26, 2025, 6,775,252 votes, which is the number of common shares into which the Series A Senior Preferred Shares could be converted as of February 26, 2025. Such number of votes represents approximately 3.5% of the voting rights attached to the Company’s securities as of February 26, 2025.
Series A Senior Preferred Shares represent, as of February 25, 2026, 6,775,252 votes, which is the number of common shares into which the Series A Senior Preferred Shares could be converted as of February 25, 2026. Such number of votes represents approximately 3.5% of the voting rights attached to the Company’s securities as of February 25, 2026.
Financial information about our equity and share-based payments is set forth in our consolidated financial statements in "Part II, Item 8: Financial Statements and Supplementary Data - Note 23 Temporary Equity, Stockholders' Equity and Dividends and Item 8: Financial Statements and Supplementary Data - Note 24 Share-based Payments" of this Annual Report on Form 10-K.
Financial information about our equity and share-based payments is set forth in our consolidated financial statements in Part II, Item 8: Financial Statements and Supplementary Data - Note 21 Temporary Equity, Stockholders' Equity and Dividends and Item 8: Financial Statements and Supplementary Data - Note 22 Share-based Payments of this Annual Report on Form 10-K.
The Series A Senior Preferred Shares of the Company are not listed on any exchange and there is no established public trading market for the Series A Senior Preferred Shares.
Our Series A Senior Preferred Shares are not listed on any exchange and there is no established public trading market for the Series A Senior Preferred Shares.
Members of or holders of an interest in such an entity that holds common shares should consult their own tax advisers regarding the extent, if any, to which the CRA will extend the benefits of the Convention in respect of common shares held by such entity. RB Global, Inc. 33 Table of Contents Generally, a U.S.
Members of or holders of an interest in such an entity that holds common shares should consult their own tax advisers regarding the extent, if any, to which the CRA will extend the benefits of the Convention in respect of common shares held by such entity. Generally, a U.S.
This summary is based on the provisions of the Canadian Tax Act and the Convention in effect on the date hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister of Finance (Canada) on or before the date hereof (the “Tax Proposals”), and the current published administrative policies of the CRA.
RB Global, Inc. 34 Table of Contents This summary is based on the provisions of the Canadian Tax Act and the Convention in effect on the date hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister of Finance (Canada) on or before the date hereof (the “Tax Proposals”), and the current published administrative policies of the CRA.
Residents The following summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations promulgated thereunder (collectively, the “Canadian Tax Act”) and the Canada-U.S. Income Tax Convention (1980) (the “Convention”) to the holding and disposition of common shares by a U.S. Resident Holder (as defined below).
Certain Canadian Federal Income Tax Considerations for U.S. Residents The following summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations promulgated thereunder (collectively, the “Canadian Tax Act”) and the Canada-U.S. Income Tax Convention (1980) (the “Convention”) to the holding and disposition of common shares by a U.S.
This graph is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
This graph is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. 2020 2021 2022 2023 2024 2025 RB Global, Inc.
As of February 26, 2025, each holder of Series A Senior Preferred Shares would be entitled to 0.0139696 vote per Series A Senior Preferred Share held.
As of February 25, 2026, each holder of Series A Senior Preferred Shares would be entitled to 0.0139696 votes per Series A Senior Preferred Share held.
There are no laws in Canada or exchange restrictions affecting the remittance of dividends and other payments to U.S. Resident Holders (as defined below) of our common shares, other than withholding tax.
There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends and other payments to U.S. Resident Holders (as defined below) of our common shares, other than withholding tax.
There are no limitations under the laws of Canada or in our organizational documents on the right of foreigners to hold or vote our common shares, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of control of RB Global by a “non-Canadian”.
There are no limitations under the laws of Canada or in our organizational documents on the right of foreigners to hold or vote our common shares, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of control of RB Global by a “non-Canadian.” “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.
Our common shares trade on the NYSE and on the TSX under the symbol “RBA.” On February 25, 2025, there were 1,130 holders of record of our common shares that do not include the shareholders for whom shares are held in a nominee or street name.
On February 18, 2026, there were 1,096 holders of record of our common shares that do not include the shareholders for whom shares are held in a nominee or street name. Dividend Policy We currently pay a regular quarterly cash dividend of $0.31 per common share.
Plan Category Number of securities to be issued upon exercise of options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 3,370,692 (1) $ 64.49 (2) 10,265,156 (3) Equity compensation plans not approved by security holders — — — Total 3,370,692 $ 64.49 10,265,156 _____________________________________________________ (1) Reflects our 2023 Share Incentive Plan, which was approved by the Company's shareholders on May 8, 2023, as well as equity awards granted under our previous plans until expiration or settlement.
Plan Category Number of securities to be issued upon exercise of options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Plans approved by security holders 2,687,073 (1) $ 65.16 (2) 9,271,677 (3) Plans not approved by security holders — — — Total 2,687,073 $ 65.16 9,271,677 _____________________________________________________ (1) For further information regarding the Company's equity compensation plan awards, refer to Part II, Item 8: Financial Statements and Supplementary Data - Note 22 Share-based Payments.
(3) Consists of 7,958,801 common shares available for issuance under the 2023 Share Incentive Plan and 2,306,355 common shares available for issuance under the 2023 ESPP. Exchange Controls Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.
(2) Weighted-average exercise price does not include the effect of outstanding share units. (3) Consists of 7,326,962 common shares available for issuance under the 2023 Share Incentive Plan and 1,944,715 common shares available for issuance under the 2023 ESPP. Exchange Controls Canada has no system of exchange controls.
Company / index 2019 2020 2021 2022 2023 2024 RBA (NYSE) $ 100.0 $ 164.6 $ 147.1 $ 141.4 $ 169.9 $ 232.3 Russell 2000 $ 100.0 $ 119.9 $ 137.7 $ 109.5 $ 128.0 $ 142.7 S&P/TSX $ 100.0 $ 105.6 $ 132.2 $ 124.6 $ 139.3 $ 169.5 DJIA $ 100.0 $ 109.7 $ 132.7 $ 123.6 $ 143.6 $ 165.1 RB Global, Inc. 32 Table of Contents Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth information about the Company’s equity compensation plans at December 31, 2024.
(NYSE: RBA) $ 100 $ 89 $ 86 $ 103 $ 141 $ 163 Russell 2000 $ 100 $ 115 $ 91 $ 107 $ 119 $ 134 S&P/TSX $ 100 $ 125 $ 118 $ 132 $ 160 $ 211 DJIA $ 100 $ 121 $ 113 $ 131 $ 150 $ 173 RB Global, Inc. 33 Table of Contents Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth information about the Company’s equity compensation plans at December 31, 2025 (actual number of securities; weighted-average exercise price per award).
Removed
Dividend Policy We currently pay a regular quarterly cash dividend of $0.29 per common share.
Removed
For the August 2023 and March 2024 PSUs with market conditions, the market vesting condition is based on the total stockholder return performance of the Company relative to the performance of the Russell 3000 index members at the date of grant.
Removed
The August 2023 and March 2024 PSUs with market conditions can result in participants earning between 0% and 200% of the target number granted.
Removed
Share units granted under our Plan with no market vesting conditions are based on the achievement of specific performance measures and can result in participants earning between 0% and 200% of the target number of PSUs granted. Further, we have the option to choose whether to settle these PSUs without market vesting conditions in cash or in shares.
Removed
For further discussion on the PSUs granted under our Plans, refer to "Part II, Item 8: Financial Statements and Supplementary Data - Note 24 Share-based Payments." (2) Weighted average exercise price does not include the effect of our outstanding share units.
Removed
“Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians. Certain Canadian Federal Income Tax Considerations for U.S.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

52 edited+49 added−100 removed4 unchanged
Biggest changeThe 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, % Change (in U.S. dollars in millions, except percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 Net income attributable to controlling interests $ 413.1 $ 206.5 $ 319.7 100 % (35) % Add: Interest expense 233.7 213.8 57.9 9 % 269 % Interest income (26.2) (22.0) (7.0) 19 % 214 % Interest, net 207.5 191.8 50.9 8 % 277 % Tax on interest, net (51.3) (46.0) (12.7) 12 % 262 % Reported return $ 569.3 $ 352.3 $ 357.9 62 % (2) % Add: Share-based payments expense 56.3 45.5 37.0 24 % 23 % Acquisition-related and integration costs 29.0 216.1 37.3 (87) % 479 % Amortization of acquired intangible assets 274.9 226.2 33.4 22 % 577 % (Gain) loss on disposition of property, plant and equipment and related costs (1.2) (0.8) (166.9) 50 % (100) % Prepaid consigned vehicle charges (4.7) (67.0) — (93) % (100) % Change in fair value of derivatives — — (1.3) — % (100) % Other legal, advisory, restructuring and non-income tax expenses 13.4 2.0 5.1 570 % (61) % Executive transition costs 6.7 12.0 — (44) % 100 % Remeasurements in connection with business combinations 1.2 (2.9) — (143) % (100) % Related tax effects of the above (91.4) (95.8) (4.0) (5) % 2295 % Adjusted return $ 853.5 $ 687.6 $ 298.5 24 % 130 % Short-term debt - opening balance $ 13.7 $ 29.1 $ 6.1 (53) % 377 % Short-term debt - ending balance 27.7 13.7 29.1 102 % (53) % Average short-term debt 20.7 21.4 17.6 (3) % 22 % Long-term debt - opening balance 3,075.8 581.5 1,737.4 429 % (67) % Less: long-term debt in escrow — — (933.5) — % (100) % Adjusted opening long-term debt 3,075.8 581.5 803.9 429 % (28) % Long-term debt - ending balance 2,626.2 3,075.8 581.5 (15) % 429 % Less: long-term debt in escrow — — — — % — % Adjusted ending long-term debt 2,626.2 3,075.8 581.5 (15) % 429 % Average long-term debt 2,851.0 1,828.7 1,159.5 56 % 58 % Adjusted average long-term debt 2,851.0 1,828.7 692.7 56 % 164 % Preferred equity - opening balance 482.0 — — 100 % — % Preferred equity - ending balance 482.0 482.0 — — % 100 % Average preferred equity 482.0 241.0 — 100 % 100 % Stockholders' equity - opening balance 5,016.7 1,289.6 1,070.7 289 % 20 % Stockholders' equity - ending balance 5,224.0 5,016.7 1,289.6 4 % 289 % Average stockholders' equity 5,120.4 3,153.2 1,180.2 62 % 167 % Average invested capital $ 8,474.1 $ 5,244.3 $ 2,357.3 62 % 122 % Adjusted average invested capital $ 8,474.1 $ 5,244.3 $ 1,890.5 62 % 177 % ROIC 6.7 % 6.7 % 15.2 % 0bps (850)bps Adjusted ROIC 10.1 % 13.1 % 15.8 % (300)bps (270)bps NM = Not meaningful RB Global, Inc. 49 Table of Contents Adjusting items for the year ended December 31, 2024: Recognized in the fourth quarter of 2024 • $15.2 million share-based payments expense. • $6.1 million of acquisition-related and integration costs, primarily relating to severance and integration activities in connection with the acquisition of IAA. • $68.5 million amortization of acquired intangible assets from acquisitions. • $0.7 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition. • $1.3 million of other legal, advisory, restructuring and non-income tax expenses, including costs incurred with the CRA dispute. • $2.4 million of estimated executive transition costs, primarily estimated settlement and legal amounts associated with the departure of our former CEO on August 1, 2023.
Biggest changeRB Global, Inc. 46 Table of Contents 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 RB Global, Inc. 47 Table of Contents 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.
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, amortization of acquired intangible assets, executive transition costs and certain other 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.
The Company based these 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.
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.
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 US GAAP.
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.
RB Global, Inc. 45 Table of Contents 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.
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.
In the current interest rate environment, the Company intends to continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.
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.
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. RB Global, Inc. 48 Table of Contents Adjusted average invested capital is calculated as average invested capital but excludes any long-term debt in escrow.
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.
Liquidity and Capital Resources Our short-term cash requirements include (i) payment of quarterly dividends to common shareholders on an as-declared basis, and payment of participating dividends and preferential dividends to preferred equity holders, (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 following each fiscal year, (iv) income tax payments, primarily paid in quarterly installments, (v) payments on our short-term debt, as well as interest payments on both our short-term and long-term debt, (vi) payment of amounts committed under certain service agreements to build our modern IT architecture, (vii) payments on our operating and finance lease obligations, (viii) other capital expenditures and working capital needs, and (ix) advances.
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.
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.
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 EBITDA is calculated by adding back depreciation and amortization, interest expense, income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items as described on page 50 .
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 .
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. Please refer to page 50 for a summary of adjusting items.
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.
Net income available to common stockholders is calculated as net income attributable to controlling interests, less cumulative dividends on Series A Senior Preferred Shares and allocated earnings to participating securities.
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.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K 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, 2023.
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.
The adjusting items recognized in our 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, 2023.
A djusting 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. 48 Table of Contents
Our liquidity is primarily affected by fluctuations in cash provided by operating activities, significant acquisitions of businesses, payment of dividends, our net capital spending 1 , and repayments of debt. We are also committed under various letters of credit and provide certain guarantees in the normal course of business.
RB Global, Inc. 40 Table of Contents 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.
Dollar Exchange Rate Comparison We conduct global operations in many different currencies, with our presentation currency being the U.S dollar.
Dollar Exchange Rate Comparison We conduct global operations in various currencies and our presentation currency is the U.S dollar.
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.
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.
RB Global, Inc. 35 Table of Contents 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.
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.
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.
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.
Income Taxes The accounting for the Company's position in regards to the NOA received from the CRA, described in Item 8: Financial Statements and Supplementary Data - Note 3 Significant Judgments, Estimates and Assumptions, also required significant judgment and an assessment over whether it is more likely than not that the Company's tax position will be sustained.
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.
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.
These measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies.
Adjusted net debt is calculated by subtracting cash and cash equivalents from short and long-term debt and long-term debt in escrow. Adjusted net debt/Adjusted EBITDA is calculated by dividing adjusted net debt by adjusted EBITDA.
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.
Our 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. We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“US GAAP”).
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.
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” presented in this Annual Report on Form 10-K, which summarize the accounting policies and methods used in the preparation of those consolidated financial statements.
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.
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, % Change 2024 over 2023 over (in U.S. dollars in millions, except percentages) 2024 2023 2022 2023 2022 Net income $ 412.8 $ 206.0 $ 319.8 100 % (36) % Add: depreciation and amortization 444.4 352.2 97.2 26 % 262 % Add: interest expense 233.7 213.8 57.9 9 % 269 % Less: interest income (26.2) (22.0) (7.0) 19 % 214 % Add: income tax expense 137.3 76.4 86.2 80 % (11) % EBITDA 1,202.0 826.4 554.1 45 % 49 % Share-based payments expense 56.3 45.5 37.0 24 % 23 % Acquisition-related and integration costs 29.0 216.1 37.3 (87) % 479 % (Gain) loss on disposition of property, plant and equipment and related costs (1.2) (0.8) (166.9) 50 % (100) % Prepaid consigned vehicle charges (4.7) (67.0) — (93) % NM Change in fair value of derivatives — — (1.3) NM NM Other legal, advisory, restructuring and non-income tax expenses 13.4 2.0 5.0 570 % (60) % Executive transition costs 6.7 12.0 — (44) % NM Remeasurements in connection with business combinations 1.2 (1.4) — NM NM Adjusted EBITDA $ 1,302.7 $ 1,032.8 $ 465.2 26 % 122 % NM = Not meaningful RB Global, Inc. 47 Table of Contents Adjusted Net Debt and Adjusted Net Debt/ Adjusted EBITDA Reconciliation We believe that comparing adjusted net debt/adjusted EBITDA on a trailing twelve-month basis for different financial periods provides useful information about the performance of our operations, as an indicator of the amount of time it would take us to settle both our short and long-term debt.
RB Global, Inc. 44 Table of Contents 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.
The excess of such amounts is included within trade and other liabilities in our consolidated balance sheets. If we were to consider further acquisitions to deliver on our strategic growth drivers, we may seek financing through equity markets or additional debt markets. The issuance of additional equity securities may result in dilution to our shareholders.
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.
The 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. Fair value determinations require considerable judgment and can be sensitive to changes in underlying assumptions.
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.
The following table presents the variance in select foreign exchange rates over the comparative reporting periods: % Change Value of one local currency to U.S. dollar 2024 2023 2022 2024 over 2023 2023 over 2022 Period-end exchange rate - December 31, Canadian dollar 0.6969 0.7558 0.7378 (8) % 2 % Euro 1.0406 1.1067 1.0661 (6) % 4 % British pound sterling 1.2548 1.2734 1.2054 (1) % 6 % Australian dollar 0.6219 0.6826 0.6765 (9) % 1 % Average exchange rate - Year ended December 31, Canadian dollar 0.7302 0.7411 0.7690 (1) % (4) % Euro 1.0823 1.0820 1.0543 — % 3 % British pound sterling 1.2780 1.2434 1.2376 3 % — % Australian dollar 0.6598 0.6645 0.6949 (1) % (4) % In 2024, approximately 27% of our revenues and 29% of our operating expenses were denominated in currencies other than the U.S. dollar, compared to 29% and 30%, respectively, in 2023.
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.
If it is determined that it is more likely than not that the reporting unit’s fair value is less than its carrying value, a quantitative impairment assessment is performed to identify potential goodwill impairment.
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.
We believe our principal sources of liquidity, which include cash flow from operations and our unused capacity under our revolving credit facilities of $720.9 million, is sufficient to fund our current and planned operating activities. Book overdrafts represent outstanding checks and other pending disbursements, which are in excess of cash account balances with a right of offset.
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.
Performance Overview and Consolidated Results For the year ended December 31, 2024, as compared to the year ended December 31, 2023: • Total GTV increased 14% to $15.9 billion. • Total revenue increased 16% to $4.3 billion. ◦ Service revenue increased 23% to $3.4 billion. ◦ Inventory sales revenue decreased 3% to $920.6 million. • Net income increased 100% to $412.8 million. • Net income available to common stockholders increased 113% to $372.7 million. • Diluted earnings per share (“EPS”) available to stockholders increased 93% to $2.01 per share. • Diluted adjusted EPS available to stockholders increased 17% to $3.49 per share. • Adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) increased 26% to $1.3 billion.
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.
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, % Change (in U.S. dollars in millions, except share, per share data, and percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 Net income available to common stockholders $ 372.7 $ 174.9 $ 319.7 113 % (45) % Share-based payments expense 56.3 45.5 37.0 24 % 23 % Acquisition-related and integration costs 29.0 216.1 37.3 (87) % 479 % Amortization of acquired intangible assets 274.9 226.2 33.4 22 % 577 % (Gain) on disposition of property, plant and equipment and related costs (1.2) (0.8) (166.9) 50 % (100) % Prepaid consigned vehicle charges (4.7) (67.0) — (93) % NM Loss on redemption of the 2016 and 2021 Notes and certain related interest expense — 3.3 9.7 NM (66) % Change in fair value of derivatives — — (1.3) NM NM Other legal, advisory, restructuring and non-income tax expenses 13.4 2.0 5.0 570 % (60) % Executive transition costs 6.7 12.0 — (44) % NM Remeasurements in connection with business combinations 1.2 (2.9) — NM NM Related tax effects of the above (91.4) (95.8) (4.0) (5) % 2295 % Related allocation of the above to participating securities (10.1) (11.3) — (11) % NM Adjusted net income available to common stockholders $ 646.8 $ 502.2 $ 269.9 29 % 86 % Weighted average number of dilutive shares outstanding 185,254,557 168,203,981 111,886,025 10 % 50 % Diluted earnings per share available to common stockholders $ 2.01 $ 1.04 $ 2.86 93 % (64) % Diluted adjusted earnings per share available to common stockholders $ 3.49 $ 2.99 $ 2.41 17 % 24 % NM = Not meaningful RB Global, Inc. 46 Table of Contents Adjusted EBITDA We believe adjusted EBITDA provides useful information about the growth or decline of our net income when compared between different financial periods.
RB Global, Inc. 43 Table of Contents 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.
This discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements” and the consolidated financial statements and the notes thereto included in “Part II, Item 8. Financial Statements and Supplementary Data” presented in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks and uncertainties.
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.
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.
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.
For more information on our debt, see "Item 8: Financial Statements and Supplementary Data - Note 21 Debt" in our consolidated financial statements.
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”).
Our effective tax rate was 25.0%, compared to 27.1% in 2023. The decrease in the effective tax rate over the prior year was primarily due to a decrease in non-deductible expenses. Partially offsetting this decrease was a lower proportionate benefit related to Foreign-Derived Intangible Income (“FDII”).
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.
Recent Accounting Pronouncements Recent accounting pronouncements that significantly impact our accounting policies or the presentation of our consolidated financial position or performance have been disclosed in the notes to our consolidated financial statements included in "Part II, Item 8: Financial Statements and Supplementary Data - Note 2 Significant Accounting Policies" of this Annual Report on Form 10-K.
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.
Below are some other notable operational highlights during 2024: • RB Global had strong operating results and growth, resulting in a 14% year-over-year increase in total GTV and 16% year-over year increase in total revenues. • Through our continuous improvement program, we consistently delivered exceptional performance, as measured against our service level agreements, to our automotive insurance company customers.
RB Global, Inc. 36 Table of Contents 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.
Recognized in the third quarter of 2024 • $9.7 million share-based payments expense. • $6.0 million of acquisition-related and integration costs, primarily relating to the acquisition of IAA. • $67.9 million amortization of acquired intangible assets from past acquisitions. • $0.2 million loss on disposition of property, plant and equipment and related costs, primarily driven by non-cash costs arising from the accounting for the sale of the Bolton property, recorded in selling, general and administrative cost, partially offset by a $0.5 million gain on the disposition of property, plant and equipment. • $0.6 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition. • $2.2 million of other legal, advisory, restructuring and non-income tax expenses, which primarily includes an estimated accrual for the settlement amount of an unusual legal claim recorded in other income (loss), as well as terminated and ongoing transaction costs recorded in selling, general and administrative costs. • $0.6 million of estimated executive transition costs, primarily legal costs, associated with the departure of our former CEO on August 1, 2023. • $1.2 million of remeasurements in connection with a business combination which relates to the revaluation of a contingent consideration liability for IAA's acquisition of Marisat, Inc. in 2021.
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.
Our ability to borrow under the Credit Agreement is subject to compliance with financial covenants of a consolidated leverage ratio and a consolidated interest coverage ratio.
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 do not consider this to be a measure of our liquidity, which is our ability to settle only short-term obligations, but rather a measure of how well we fund liquidity. Measures of liquidity are noted under “Liquidity and Capital Resources".
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.
For valuations performed under the market approach, the key assumptions and estimates would include the selection of guideline public companies and transactions comparable to the reporting unit. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value.
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.
Recognized in the second quarter of 2024 • $18.1 million share-based payments expense. • $4.1 million of acquisition-related and integration costs, primarily relating to the acquisition of IAA. • $69.0 million amortization of acquired intangible assets from past acquisitions. • $0.4 million loss on disposition of property, plant and equipment and related costs, primarily driven by non-cash costs arising from the accounting for the sale of the Bolton property, recorded in selling, general and administrative costs. • $1.3 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition. • $7.7 million of other legal, advisory, restructuring and non-income tax expenses, which includes an estimated accrual for a new digital services tax in Canada on certain in-scope revenues earned for the period from January 1, 2022 to June 30, 2024, legal costs in connection with the settlement of an unusual legal claim accrued in the first quarter of 2024, as well as terminated and ongoing transaction costs. • $2.0 million of estimated executive transition costs associated with the departure of our former CEO on August 1, 2023, which includes estimated settlement amounts and related costs.
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.
The valuation of customer relationship intangible assets was performed using the multi-period excess earnings method of the income approach and required significant estimates and assumptions regarding revenue growth rates and discount rates, and the valuation of other acquired intangible assets was performed using the relief from royalty method of the income approach and required estimates and assumptions regarding revenue growth rates, royalty rates, customer attrition rates, and discount rates, as applicable.
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.
Our automotive sector includes all consumer automotive vehicles. The other sector 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. All sectors include salvage and non-salvage transactions.
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.
We also drove industry leading average selling prices for our partners, enabled by investment in technology and attracting record-high engagement from international buyers. These advancements and ongoing transparency initiatives have reinforced our leadership in salvage vehicles, resulting in significant partnership wins in the United States and in Australia.
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.
Business Combinations Accounting for business combinations requires estimates with respect to the fair value 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 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.
Service Revenue The following table summarizes key components of total service revenue for the periods indicated: Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 Transactional seller revenue $ 939.4 $ 851.7 $ 514.6 10 % 66 % Transactional buyer revenue 2,067.1 1,593.2 330.6 30 % 382 % Marketplace services revenue 357.1 287.6 205.4 24 % 40 % Total service revenue $ 3,363.6 $ 2,732.5 $ 1,050.6 23 % 160 % In the third quarter of 2024, we updated our presentation of disaggregated revenue to align to how management evaluates its financial and business performance.
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.
Cash Flows Year ended December 31, Change (in U.S. dollars in millions) 2024 2023 2022 2024 over 2023 2023 over 2022 Cash provided by (used in): Operating activities $ 932.0 $ 544.0 $ 463.1 $ 388.0 $ 80.9 Investing activities (301.6) (3,108.3) 77.2 2,806.7 (3,185.5) Financing activities (645.5) 2,676.2 (1,258.1) (3,321.7) 3,934.3 Effect of changes in foreign currency rates (24.0) 10.1 (18.8) (34.1) 28.9 Net increase (decrease) in cash, cash equivalents, and restricted cash $ (39.1) $ 122.0 $ (736.6) $ (161.1) $ 858.6 Net cash provided by operating activities was $932.0 million in 2024, as compared to net cash provided by operating activities of $544.0 million in 2023.
RB Global, Inc. 41 Table of Contents 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.
In addition, we saw a higher flow-through of service revenue driven by the CC&T sector. These increases are partially offset by higher depreciation and amortization driven by the acquisition of IAA. Income Tax Expense and Effective Tax Rate Income tax expense increased 80% to $137.3 million in 2024, compared to $76.4 million in 2023.
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.
Results of Operations Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 Service revenue $ 3,363.6 $ 2,732.5 $ 1,050.6 23 % 160 % Inventory sales revenue 920.6 947.1 683.2 (3) % 39 % Total revenue 4,284.2 3,679.6 1,733.8 16 % 112 % Costs of services 1,415.7 1,007.6 168.1 41 % 499 % Cost of inventory sold 863.8 893.6 608.6 (3) % 47 % Selling, general and administrative 773.9 743.7 539.9 4 % 38 % Acquisition-related and integration costs 29.0 216.1 37.3 (87) % 479 % Depreciation and amortization 444.4 352.2 97.2 26 % 262 % Total operating expenses 3,526.8 3,213.2 1,451.1 10 % 121 % Gain on disposition of property, plant and equipment 3.8 4.9 170.8 (22) % (97) % Operating income 1 761.2 471.3 453.5 62 % 4 % Net income 412.8 206.0 319.8 100 % (36) % Net income available to common stockholders 372.7 174.9 319.7 113 % (45) % Effective tax rate 25.0 % 27.1 % 21.2 % (210)bps 590bps Total GTV $ 15,904.8 $ 13,930.6 $ 6,025.9 14 % 131 % Service GTV 14,984.2 12,983.5 5,342.7 15 % 143 % Inventory GTV 920.6 947.1 683.2 (3) % 39 % Inventory return $ 56.8 $ 53.5 $ 74.6 6 % (28) % Inventory rate 6.2 % 5.6 % 10.9 % 60bps (530)bps 1 Foreign exchange gain (loss) for the year ended 2022 has been reclassified from operating income to a separate line below operating income.
RB Global, Inc. 37 Table of Contents 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 % RB Global, Inc. 38 Table of Contents 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.
The definitions and reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable US GAAP financial measures are included either with the first use thereof or in the “Non-GAAP Measures” section within “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Overview Established in 1958, RB Global, Inc.
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.
Removed
ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section of the Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Added
Financial Statements and Supplementary Data of this Annual Report on Form 10-K. This section discusses 2025 results compared with 2024 results.
Removed
Except for Gross Transaction Value ("GTV"), which is a measure of operational performance and not a measure of financial performance, liquidity, or revenue, the amounts discussed below are based on our consolidated financial statements. Unless indicated otherwise, all tabular dollar amounts, including related footnotes, presented below are expressed in millions of United States (“U.S.”) dollars.
Added
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.
Removed
In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial data but not presented in our consolidated financial statements prepared in accordance with US GAAP. Certain of these data are considered “non-GAAP financial measures” under the SEC rules.
Added
CC&T includes equipment needed for earth moving, lift and material handling, as well as vocational and commercial trucks and trailers.
Removed
(NYSE and TSX: RBA) is a leading global marketplace that connects sellers and buyers of commercial assets and vehicles. Through our omnichannel platform, we facilitate transactions for customers primarily in our commercial, construction and transportation ("CC&T") and automotive sectors.
Added
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.
Removed
We also provide our customers value-added marketplace services, technology solutions for vehicle merchandising, platforms for lifecycle management of assets, and a market data intelligence platform to help customers make more informed business decisions. Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, Inc.
Added
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.
Removed
("IAA"), a leading global digital marketplace connecting vehicle buyers and sellers. Our portfolio of brands also includes Rouse Services ("Rouse"), which provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system; SmartEquip Inc.
Added
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.
Removed
("SmartEquip"), an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers; and VeriTread LLC ("VeriTread"), an online marketplace for heavy haul transport. Our CC&T sector includes heavy equipment such as excavators, dozers, lift and material handling, vocational and commercial trucks and trailers.
Added
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.
Removed
Our customers primarily include automotive insurance companies, as well as end users, dealers, fleet owners, and original equipment manufacturers (“OEMs”) of commercial assets and vehicles. We also serve customers in the agriculture, energy, and natural resources sectors, as well as government entities.
Added
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.
Removed
We have a global presence, primarily with operations in the United States, Canada, Australia and across Europe, and employ more than 7,800 full-time employees worldwide, of which approximately 67% are located in the United States.
Added
(“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.
Removed
We define our key operating metrics as follows: 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.
Added
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.
Removed
Low value assets are sometimes bundled into a single lot, collectively referred to as “small value lots.” Historically, we presented GTV from the sale of parts in our vehicle dismantling business within our automotive sector and excluded the number of parts sold from our total lots sold metric.
Added
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.
Removed
Commencing in the second quarter of 2024, management began to review the number of parts sold in our vehicle dismantling business within our other sector and as part of our total lots sold metric.
Added
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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Operational Highlights During 2024, we saw several changes in our executive leadership team. Eric J Guerin was appointed Chief Financial Officer, effective January 15, 2024. Eric J. Guerin brings extensive senior executive financial leadership experience, most recently serving as the Chief Financial Officer at a leading distributor of packaging, facility solutions and print products.
Added
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.
Removed
Nancy King was appointed Chief Technology Officer, effective June 3, 2024, and brings extensive hands-on information technology leadership experience from her roles at multiple Fortune 100 organizations.
Added
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased on the amount owing at December 31, 2024, and assuming all other variables remain constant, a change in the interest rate by 100 bps would result in an increase/decrease of approximately $13.3 million in the pre-tax interest we accrue per annum.
Biggest changeBased on amounts outstanding at December 31, 2025, and assuming all other variables remain constant, a hypothetical 100 bps change in interest rates would result in an increase/decrease of approximately $11.4 million in the pre-tax interest we accrue per annum.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Foreign Currency Exchange Rate Risk We conduct operations in local currencies in countries around the world and the functional currency of our subsidiaries outside of the United States is generally the applicable local currency. Our consolidated financial statements are presented in U.S. dollars.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Foreign Currency Exchange Rate Risk We conduct operations in foreign currencies in countries around the world and the functional currency of our subsidiaries outside of the United States is generally the applicable local currency. Our consolidated financial statements are presented in U.S. dollars.
Our foreign currency translation adjustment, which is recorded as a component of consolidated other comprehensive income (loss) , arises from the translation of our net assets denominated in currencies other than the U.S. dollar to the U.S. dollar for reporting purposes.
Our foreign currency translation adjustment, which is recorded as a component of consolidated other comprehensive income (loss), arises from the translation of net assets denominated in currencies other than the U.S. dollar to the U.S. dollar for reporting purposes.
We continue to monitor our exposure to interest rate risk, and while we have not adopted a long-term hedging strategy to protect against interest rate fluctuations associated with our variable rate debt, we may consider hedging specific borrowings if we deem it appropriate in the future. RB Global, Inc. 51 Table of Contents
We continue to monitor our exposure to interest rate risk, and while we have not adopted a long-term hedging strategy to protect against interest rate fluctuations associated with our variable rate debt, we may consider hedging specific borrowings if we deem it appropriate in the future. RB Global, Inc. 49 Table of Contents
As such, after consideration of the effect of foreign exchange contracts in place at December 31, 2024 , a 10% foreign currency exchange rate change would not have a significant impact on our net income.
As such, after consideration of the effect of foreign exchange contracts in place at December 31, 2025 , a 10% foreign currency exchange rate change would not have a significant impact on our net income.
The proportion of revenues denominated in currencies other than the U.S. dollar in a given period may differ from the annual proportion for the year ended December 31, 2024, which was 27%, and depends on the size and location of auctions held during the period.
The proportion of revenues denominated in currencies other than the U.S. dollar in a given period may differ from the annual proportion for the year ended December 31, 2025, which was 28%, and depends on the size and location of auctions held during the period.
Based on our exposures to foreign currency exchange rate risk at December 31, 2024 , and assuming all other variables remain constant, a 10% change in the Canadian dollar, GBP and Euro against the U.S. dollar would have resulted in an additional foreign currency translation adjustment of approximately $113.0 million within consolidated other comprehensive income (loss).
Based on our exposures to foreign currency exchange rate risk at December 31, 2025 , and assuming all other variables remain constant, a 10% change in the Canadian dollar, GBP and Euro against the U.S. dollar would have resulted in an additional foreign currency translation adjustment of approximately $125.6 million within other comprehensive income (loss).
On an annual basis, we expect fluctuations in revenues and operating expenses to largely offset and generally act as a natural hedge against exposure to fluctuations in the value of the U.S. dollar. During 2024, we recorded a foreign currency translation adjustment loss of $80.8 million, compared to income of $41.1 million in 2023.
On an annual basis, we expect fluctuations in revenues and operating expenses to largely offset and generally act as a natural hedge against exposure to fluctuations in the value of the U.S. dollar. During 2025, we recorded a foreign currency translation adjustment gain of $76.5 million, compared with a loss of $80.8 million in 2024.
In either case, an applicable margin is added to the rate. At December 31, 2024, we had a total of $1.3 billion in loans (facilities drawn and term loans) bearing floating rates of interest, as compared to $1.8 billion at December 31, 2023.
In either case, an applicable margin is added to the rate. At December 31, 2025, we had a total of $1.1 billion in loans (facilities drawn and term loans) bearing floating rates of interest.
We also have foreign exchange rate risk related to our intercompany balances denominated in various currencies other than the U.S dollar. However, we enter into forward contracts to protect against such foreign currency exchange rate risks.
We also have foreign exchange rate risk related to intercompany balances denominated in currencies other than the functional currency of each of our subsidiaries. However, we enter into forward contracts to protect against such foreign currency exchange rate risks.
Removed
At December 31, 2024, fixed rate debt on our senior secured and unsecured notes represents 51% of our long-term debt and bears interest at a fixed rate of 6.750% per annum for the senior secured notes and 7.750% per annum for the senior unsecured notes.

Other RBA 10-K year-over-year comparisons