SEC Form 10-Q filed by RB Global Inc.

11/6/25 4:11:42 PM ET

Real Estate

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rba-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025

OR

o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______

Commission file number: 001-13425

RB Global, Inc.



(Exact Name of Registrant as Specified in its Charter)

Canada						98-0626225
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Two Westbrook Corporate Center, Suite 500,
Westchester, Illinois, USA						60154
(Address of Principal Executive Offices)						(Zip Code)

(708) 492-7000

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	RBA	New York Stock Exchange
Common Share Purchase Rights	N/A	New York Stock Exchange

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: 185,692,002 common shares, without par value, outstanding as of October 31, 2025.


PART I – FINANCIAL INFORMATION
ITEM 1:	Condensed Consolidated Financial Statements:	1
	Condensed Consolidated Income Statements	1
	Condensed Consolidated Statements of Comprehensive Income	2
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Index for Notes to the Condensed Consolidated Financial Statements	7
ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	37
ITEM 4:	Controls and Procedures	37

PART II – OTHER INFORMATION
ITEM 1:	Legal Proceedings	38
ITEM 1A:	Risk Factors	38
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	38
ITEM 3:	Defaults Upon Senior Securities	38
ITEM 4:	Mine Safety Disclosures	38
ITEM 5:	Other Information	38
ITEM 6:	Exhibits	39

S i gnatures		40


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Revenue:
Service revenue	$	845.0	$	779.9	$	2,584.7	$	2,488.1
Inventory sales revenue	247.7		201.9		802.6		654.5
Total revenue	1,092.7		981.8		3,387.3		3,142.6

Operating expenses:
Costs of services	353.0		339.7		1,068.8		1,041.5
Cost of inventory sold	236.1		193.5		757.5		612.8
Selling, general and administrative	217.8		177.8		645.0		584.5
Acquisition-related and integration costs	4.0		6.0		9.8		22.9

Depreciation and amortization	124.7		111.9		355.9		329.9
Total operating expenses	935.6		828.9		2,837.0		2,591.6
Gain on disposition of property, plant and equipment	1.2		0.5		1.6		3.2
Loss on deconsolidation	—		—		(15.5)		—
Operating income	158.3		153.4		536.4		554.2

Interest expense	(48.2)		(57.2)		(145.6)		(181.0)
Interest income	3.6		6.9		10.6		20.3
Other loss, net	(1.6)		(1.2)		(0.7)		(2.2)
Foreign exchange gain (loss)	(0.4)		0.3		(0.6)		(1.6)
Income before income taxes	111.7		102.2		400.1		389.7

Income tax expense	16.5		26.2		81.9		95.3
Net income	$	95.2	$	76.0	$	318.2	$	294.4

Net income (loss) attributable to:
Controlling interests	$	95.5	$	76.1	$	318.7	$	294.6

Redeemable non-controlling interest	(0.3)		(0.1)		(0.5)		(0.2)
Net income	$	95.2	$	76.0	$	318.2	$	294.4

Net income attributable to controlling interests	95.5		76.1		318.7		294.6
Cumulative dividends on Series A Senior Preferred Shares	(6.7)		(6.7)		(20.1)		(20.1)
Allocated earnings to Series A Senior Preferred Shares	(3.1)		(2.5)		(10.5)		(9.8)
Adjustment of redeemable non-controlling interest	(5.0)		—		(5.0)		—
Net income available to common stockholders	$	80.7	$	66.9	$	283.1	$	264.7


Basic earnings per share available to common stockholders	$	0.43	$	0.36	$	1.53	$	1.44
Diluted earnings per share available to common stockholders	$	0.43	$	0.36	$	1.52	$	1.43


Basic weighted average number of shares outstanding	185.6		184.3		185.3		183.8
Diluted weighted average number of shares outstanding	187.1		185.5		186.7		185.0


Condensed Consolidated Balance Sheets (Unaudited; in millions)


	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	674.7	$	533.9
Restricted cash	78.6		174.9
Trade and other receivables, net of allowance for credit losses of $5.5 and $7.2, respectively	697.6		709.4
Prepaid consigned vehicle charges	58.4		67.9
Inventory	120.9		121.5
Other current assets	82.7		77.0
Income taxes receivable	116.3		30.2
Assets held for sale	40.6		—
Total current assets	1,869.8		1,714.8
Property, plant and equipment, net	1,461.1		1,275.4
Operating lease right-of-use assets	1,539.6		1,529.1
Other non-current assets	151.8		98.4
Intangible assets, net	2,529.0		2,668.7
Goodwill	4,680.0		4,511.8
Deferred tax assets	8.8		8.8
Total assets	$	12,240.1	$	11,807.0

Liabilities, Temporary Equity and Stockholders' Equity
Current liabilities:
Auction proceeds payable	$	509.7	$	378.0
Trade and other liabilities	745.6		782.0
Current operating lease liabilities	124.2		113.3
Income taxes payable	6.0		26.2
Short-term debt	73.6		27.7
Current portion of long-term debt	51.2		4.1
Liabilities held for sale	6.4		—
Total current liabilities	1,516.7		1,331.3

Long-term operating lease liabilities	1,447.8		1,431.1
Long-term debt	2,517.4		2,622.1
Other non-current liabilities	171.8		97.4
Deferred tax liabilities	606.5		608.7
Total liabilities	6,260.2		6,090.6

Temporary equity:
Series A Senior Preferred Shares, no par value; shares authorized, issued and outstanding: 485.0 million	482.0		482.0
Redeemable non-controlling interest	12.6		8.1

Stockholders' equity:
Senior preferred and junior preferred stock; unlimited shares authorized; shares issued and outstanding, other than Series A Senior Preferred Shares: nil	—		—
Common stock and additional paid-in capital, no par value; unlimited shares authorized; shares issued and outstanding: 185.7 million	4,333.9		4,258.5
Retained earnings	1,212.3		1,090.3
Accumulated other comprehensive loss	(62.7)		(124.8)
Stockholders' equity	5,483.5		5,224.0
Non-controlling interests	1.8		2.3
Total stockholders' equity	5,485.3		5,226.3
Total liabilities, temporary equity and stockholders' equity	$	12,240.1	$	11,807.0


	Three months ended September 30, 2025
				Redeemable non- controlling interest		Attributable to common stockholders					Non- controlling interests			Total stockholders' equity
	Senior A Senior Preferred Shares					Common stock and additional paid-in capital			Retained earnings				Accumulated other comprehensive loss
	Shares	Amount				Shares	Amount

Balance, June 30, 2025	485.0	$	482.0	$	7.9	185.5	$	4,304.1	$	1,188.5	$	(40.0)		$	2.5	$	5,455.1
Net income (loss)	—	—		(0.3)		—	—		95.5		—			—		95.5
Other comprehensive loss	—	—		—		—	—		—		(22.7)			(0.1)		(22.8)
Adjustment of redeemable non-controlling interest	—	—		5.0		—	—		(5.0)		—			—		(5.0)
Share-based payments expense	—	—		—		—	21.2		—		—			—		21.2
Issuance of common stock	—	—		—		0.2	8.2		—		—			—		8.2

Series A Senior Preferred Share dividends	—	—		—		—	—		(8.7)		—			—		(8.7)
Common stock dividends and dividend equivalents	—	—		—		—	0.4		(58.0)		—			(0.6)		(58.2)



Balance, September 30, 2025	485.0	$	482.0	$	12.6	185.7	$	4,333.9	$	1,212.3	$	(62.7)		$	1.8	$	5,485.3


	Three months ended September 30, 2024
				Redeemable non- controlling interest		Attributable to common stockholders					Non- controlling interests			Total stockholders' equity
	Senior A Senior Preferred Shares					Common stock and additional paid-in capital			Retained earnings				Accumulated other comprehensive loss
	Shares	Amount				Shares	Amount

















Balance, June 30, 2024	485.0	$	482.0	$	8.3	184.2	$	4,214.6	$	1,020.2	$	(79.5)		$	2.3	$	5,157.6
Net income (loss)	—	—		(0.1)		—	—		76.1		—			—		76.1
Other comprehensive income	—	—		—		—	—		—		28.5			0.1		28.6
Share-based payments expense	—	—		—		—	9.1		—		—			—		9.1
Issuance of common stock	—	—		—		0.2	5.7		—		—			—		5.7
Tax withholding related to vesting of share units	—	—		—		—	(3.4)		—		—			—		(3.4)
Series A Senior Preferred Share dividends	—	—		—		—	—		(8.7)		—			—		(8.7)
Common stock dividends and dividend equivalents	—	—		—		—	(0.3)		(53.2)		—			—		(53.5)
Balance, September 30, 2024	485.0	$	482.0	$	8.2	184.4	$	4,225.7	$	1,034.4	$	(51.0)		$	2.4	$	5,211.5


	Nine months ended September 30, 2025
				Redeemable non- controlling interest		Attributable to common stockholders					Non- controlling interests			Total stockholders' equity
	Senior A Senior Preferred Shares					Common stock and additional paid-in capital			Retained earnings				Accumulated other comprehensive loss
	Shares	Amount				Shares	Amount
Balance, December 31, 2024	485.0	$	482.0	$	8.1	184.7	$	4,258.5	$	1,090.3	$	(124.8)		$	2.3	$	5,226.3
Net income (loss)	—	—		(0.5)		—	—		318.7		—			—		318.7
Other comprehensive income	—	—		—		—	—		—		62.1			0.1		62.2
Adjustment of redeemable non-controlling interest	—	—		5.0		—	—		(5.0)		—			—		(5.0)
Share-based payments expense	—	—		—		—	59.5		—		—			—		59.5
Issuance of common stock	—	—		—		1.0	35.4		—		—			—		35.4
Tax withholding related to vesting of share units	—	—		—		—	(20.4)		—		—			—		(20.4)
Series A Senior Preferred Share dividends	—	—		—		—	—		(25.9)		—			—		(25.9)
Common stock dividends and dividend equivalents	—	—		—		—	0.9		(165.8)		—			(0.6)		(165.5)
Balance, September 30, 2025	485.0	$	482.0	$	12.6	185.7	$	4,333.9	$	1,212.3	$	(62.7)		$	1.8	$	5,485.3


	Nine months ended September 30, 2024
				Redeemable non- controlling interest		Attributable to common stockholders					Non- controlling interests			Total stockholders' equity
	Senior A Senior Preferred Shares					Common stock and additional paid-in capital			Retained earnings				Accumulated other comprehensive loss
	Shares	Amount				Shares	Amount
Balance, December 31, 2023	485.0	$	482.0	$	8.4	182.8	$	4,142.2	$	918.5	$	(44.0)		$	2.3	$	5,019.0
Net income (loss)	—	—		(0.2)		—	—		294.6		—			—		294.6
Other comprehensive income (loss)	—	—		—		—	—		—		(7.0)			0.1		(6.9)
Share-based payments expense	—	—		—		—	40.8		—		—			—		40.8
Issuance of common stock	—	—		—		1.6	57.6		—		—			—		57.6
Tax withholding related to vesting of share units	—	—		—		—	(15.6)		—		—			—		(15.6)
Series A Senior Preferred Share dividends	—	—		—		—	—		(25.6)		—			—		(25.6)
Common stock dividends and dividend equivalents	—	—		—		—	0.7		(153.1)		—			—		(152.4)
Balance, September 30, 2024	485.0	$	482.0	$	8.2	184.4	$	4,225.7	$	1,034.4	$	(51.0)		$	2.4	$	5,211.5


Note 1	Description of Business and Basis of Preparation	8
Note 2	Recent Accounting Pronouncements	8
Note 3	Acquisitions	9
Note 4	Segment Information	10
Note 5	Revenue	10
Note 6	Operating Expenses	11
Note 7	Income Taxes	11
Note 8	Earnings Per Share Available to Common Stockholders	12
Note 9	Supplemental Cash Flow Information	13
Note 10	Fair Value Measurement	13
Note 11	Derivative Financial Instruments	14
Note 12	Trade and Other Receivables	14
Note 13	Trade and Other Liabilities	15
Note 14	Loss On Deconsolidation and Recognition of Equity Method Investment	15
Note 15	Debt	16
Note 16	Temporary Equity, Equity and Dividends	17
Note 17	Share-based Payments	18
Note 18	Leases	20
Note 19	Assets and Liabilities Held for Sale	20
Note 20	Contingencies	20


Notes to the Condensed Consolidated Financial Statements (Unaudited)


	Nine months ended September 30,
	2025		2024
Cash provided by (used in):
Operating activities:
Net income	$	318.2	$	294.4
Adjustments for items not affecting cash:
Depreciation and amortization	355.9		329.9
Share-based payments expense	64.4		45.2
Deferred income tax benefit	—		(44.5)
Unrealized foreign exchange loss (gain)	0.2		(0.5)
Gain on disposition of property, plant and equipment	(1.6)		(3.2)
Loss on deconsolidation	15.5		—
Allowance for expected credit losses	0.1		5.4


Amortization of debt issuance costs	7.1		9.7
Amortization of right-of-use assets	119.3		114.7
Other, net	12.1		16.1
Net changes in operating assets and liabilities	(168.2)		(19.7)
Net cash provided by operating activities	723.0		747.5
Investing activities:


Acquisition of J.M. Wood, net of cash acquired	(163.6)		—
Property, plant and equipment additions	(190.3)		(110.8)
Proceeds on disposition of property, plant and equipment	4.4		1.5
Intangible asset additions	(91.2)		(83.7)
Proceeds from repayment of loans receivable	15.8		6.3
Issuance of loans receivable	(36.4)		(20.8)
Other, net	(4.0)		(2.1)
Net cash used in investing activities	(465.3)		(209.6)
Financing activities:

Dividends paid to common stockholders	(165.5)		(152.4)
Dividends paid to Series A Senior Preferred shareholders	(25.9)		(25.6)
Proceeds from exercise of options and share option plans	35.4		57.5
Payment of withholding taxes on issuance of shares	(20.6)		(14.6)
Net increase in short-term debt	41.2		16.4
Proceeds from long-term debt	275.0		—


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
United States	$	799.7	$	724.0	$	2,470.1	$	2,282.7
Canada	157.9		130.7		496.6		466.4
Europe	79.1		84.9		248.3		248.5
Australia	33.7		27.1		103.9		88.9
Other	22.3		15.1		68.4		56.1
Total revenue	$	1,092.7	$	981.8	$	3,387.3	$	3,142.6


Fair value of purchase consideration	$	239.0

Assets acquired and liabilities assumed:
Cash and cash equivalents	6.4
Inventory	8.2
Property, plant, and equipment, net	4.0
Intangible assets	49.9
Other, net	(0.4)
Fair value of identifiable net assets acquired	68.1

Goodwill acquired on acquisition	$	170.9


		September 30, 2025				December 31, 2024
	Category	Carrying amount		Fair value		Carrying amount		Fair value
Loans receivable	Level 2	$	78.9	$	79.6	$	53.6	$	53.3


Contingent consideration liability	Level 3	3.1		3.1		4.8		4.8
Revolving Facility loans	Level 2	298.6		298.6		27.7		27.7
TLA Facility loans	Level 2	1,005.6		1,010.8		1,290.5		1,297.5
Senior Secured Notes	Level 1	546.0		562.4		544.8		563.8
Senior Unsecured Notes	Level 1	792.0		837.5		790.9		837.5


	September 30, 2025		December 31, 2024
Trade accounts receivable	$	332.8	$	301.7
Advanced charges receivable	297.3		347.3
Loans receivable	53.1		35.4
Consumption taxes receivable	10.9		25.6

Other receivables	9.0		6.6
Trade and other receivables, gross	703.1		716.6
Less: allowance for credit losses	(5.5)		(7.2)
Trade and other receivables, net	$	697.6	$	709.4


	September 30, 2025		December 31, 2024
Accrued liabilities	$	263.6	$	237.3
Trade payables	150.3		139.7
Book overdrafts	227.9		276.5
Deferred revenue	15.9		20.6
Taxes payable	41.4		63.4
Current portion of finance leases and equipment financing obligations	31.4		26.0
Share unit liabilities	11.3		8.4
Other payables	3.8		10.1
Trade and other liabilities	$	745.6	$	782.0


Fair value of consideration receivable	$	8.7
Initial carrying amount of the equity method investment	5.8
Carrying amount of net assets derecognized on deconsolidation	(30.0)
Loss on deconsolidation	$	(15.5)



	Maturity	Interest Rate1		September 30, 2025		December 31, 2024
Short-term debt
Revolving Facility loans	Various	5.34	%	$	73.6	$	27.7

Long-term debt
Revolving Facility loans	April 2030	5.67	%	$	225.0	$	—
CAD TLA Facility loans	April 2030	4.34	%	72.7		72.5
USD TLA Facility loans	April 2030	5.78	%	938.1		1,225.0
Senior Secured Notes	March 2028	6.75	%	550.0		550.0
Senior Unsecured Notes	March 2031	7.75	%	800.0		800.0
Less: Unamortized debt issuance costs				(17.2)		(21.3)
Total long-term debt				2,568.6		2,626.2
Less: Current portion of long-term debt				51.2		4.1
Long-term debt				$	2,517.4	$	2,622.1


	Equity-classified									Liability-classified
	Performance Share Units (Performance Conditions)			Performance Share Units (Market Conditions)			Restricted Share Units			Deferred Share Units
	Number	WA grant date fair value		Number	WA grant date fair value		Number	WA grant date fair value		Number	WA grant date fair value
Outstanding, December 31, 2024	450,175	$	64.73	268,954	$	105.53	607,805	$	66.00	73,490	$	40.29
Granted	153,439	99.88		153,208	151.41		479,032	98.26		606	106.01
Vested and settled	(132,018)	58.74		—	—		(283,613)	63.30		(2,245)	67.40
Forfeited	(4,155)	73.41		(2,870)	125.54		(29,704)	81.11		—	—
Outstanding at September 30, 2025	467,441	$	77.88	419,292	$	122.16	773,520	$	86.39	71,851	$	40.00


	Three months ended September 30,					Nine months ended September 30,

(in millions, except percentages)	2025		2024		% Change	2025		2024		% Change
Service revenue	$	845.0	$	779.9	8%	$	2,584.7	$	2,488.1	4%
Inventory sales revenue	247.7		201.9		23%	802.6		654.5		23%
Total revenue	$	1,092.7	$	981.8	11%	$	3,387.3	$	3,142.6	8%
Costs of services	353.0		339.7		4%	1,068.8		1,041.5		3%
Cost of inventory sold	236.1		193.5		22%	757.5		612.8		24%
Selling, general and administrative	217.8		177.8		22%	645.0		584.5		10%
Acquisition-related and integration costs	4.0		6.0		(33)%	9.8		22.9		(57)%
Depreciation and amortization	124.7		111.9		11%	355.9		329.9		8%
Total operating expenses	$	935.6	$	828.9	13%	$	2,837.0	$	2,591.6	9%
Gain on disposition of property, plant and equipment	1.2		0.5		140%	1.6		3.2		(50)%
Loss on deconsolidation	—		—		NM	(15.5)		—		NM
Operating income	$	158.3	$	153.4	3%	$	536.4	$	554.2	(3)%
Net income	95.2		76.0		25%	318.2		294.4		8%
Net income available to common stockholders	80.7		66.9		21%	283.1		264.7		7%
Effective tax rate	14.8%		25.6%		(1,080)bps	20.5%		24.5%		(400)bps

Total GTV	$	3,893.8	$	3,622.2	7%	$	11,920.8	$	11,803.6	1%
Service GTV	3,646.1		3,420.3		7%	11,118.2		11,149.1		—%
Inventory GTV	247.7		201.9		23%	802.6		654.5		23%

Inventory return	$	11.6	$	8.4	38%	$	45.1	$	41.7	8%
Inventory rate	4.7%		4.2%		50bps	5.6%		6.4%		(80)bps


	Three months ended September 30,				Nine months ended September 30,

(in '000's of lots sold, except percentages)	2025	2024	% Change		2025	2024	% Change
Automotive	601.7	553.8	9	%	1,823.2	1,686.1	8	%
Commercial construction and transportation	87.8	103.1	(15)	%	272.9	330.1	(17)	%
Other1	126.7	140.8	(10)	%	422.4	459.9	(8)	%
Total lots sold	816.2	797.7	2	%	2,518.5	2,476.1	2	%



Value of one local currency to U.S. dollar	2025	2024	% Change
Period-end exchange rate - September 30,
Canadian dollar	0.7183	0.7394	(3)	%
Euro	1.1735	1.1142	5	%
British pound sterling	1.3444	1.3380	—	%
Australian dollar	0.6613	0.6917	(4)	%

Average exchange rate - Three months ended September 30,
Canadian dollar	0.7263	0.7329	(1)	%
Euro	1.1691	1.0990	6	%
British pound sterling	1.3485	1.3001	4	%
Australian dollar	0.6543	0.6696	(2)	%

Average exchange rate - Year ended September 30,
Canadian dollar	0.7151	0.7353	(3)	%
Euro	1.1182	1.0873	3	%
British pound sterling	1.3140	1.2767	3	%
Australian dollar	0.6406	0.6622	(3)	%

SEC Form 10-Q filed by RB Global Inc.

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(in millions)	September 30, 2025		December 31, 2024
Committed
Multicurrency revolving credit facilities	$	1,300.0	$	750.0
Uncommitted
Foreign demand revolving credit facilities	15.0		15.0
Total revolving credit facilities	$	1,315.0	$	765.0
Unused
Multicurrency revolving credit facilities	$	985.0	$	705.9
Foreign demand revolving credit facilities	15.0		15.0
Total revolving credit facilities unused	$	1,000.0	$	720.9


	Three months ended September 30,						Nine months ended September 30,

(in millions, except percentages and per share amounts)	2025		2024		% Change		2025		2024		% Change
Net income available to common stockholders	$	80.7	$	66.9	21	%	$	283.1	$	264.7	7	%
Share-based payments expense	21.6		9.7		123	%	61.2		41.1		49	%
Acquisition-related and integration costs	4.0		6.0		(33)	%	9.8		22.9		(57)	%
Restructuring costs	10.2		—		NM		13.1		—		NM
Amortization of acquired intangible assets	72.7		67.9		7	%	209.3		206.5		1	%
(Gain) loss on disposition of property, plant and equipment and related costs	(1.2)		0.2		NM		(1.4)		(1.2)		17	%
Prepaid consigned vehicles charges	—		(0.6)		NM		(0.5)		(4.0)		(88)	%
Executive transition costs	4.7		0.6		683	%	10.5		4.3		144	%
Loss on deconsolidation and related costs	—		—		NM		19.7		—		NM
Debt refinancing costs	—		—		NM		3.9		—		NM
Remeasurements in connection with business combinations	—		1.2		NM		0.1		1.2		(92)	%
Other legal, advisory and non-income tax expenses	7.4		2.2		236	%	12.7		12.1		5	%
Accretion of deferred consideration	0.7		—		NM		0.7		—		NM
Related tax effects of the above	(28.6)		(21.0)		36	%	(78.3)		(69.8)		12	%
Related allocation of the above to participating securities	(3.2)		(2.3)		39	%	(9.2)		(7.6)		21	%
Adjustment of redeemable non-controlling interest	5.0		—		NM		5.0		—		NM
Adjusted net income available to common stockholders	$	174.0	$	130.8	33	%	$	539.7	$	470.2	15	%
Weighted average number of dilutive shares outstanding	187.1		185.5		1	%	186.7		185.0		1	%
Diluted earnings per share available to common stockholders	$	0.43	$	0.36	19	%	$	1.52	$	1.43	6	%
Diluted adjusted earnings per share available to common stockholders	$	0.93	$	0.71	31	%	$	2.89	$	2.54	14	%


	At and for the twelve months ended September 30,

(in millions, except percentages)	2025			2024			% Change
Short-term debt	$	73.6		$	31.4		134	%
Long-term debt	2,568.6			2,729.3			(6)	%
Debt	2,642.2			2,760.7			(4)	%
Less: cash and cash equivalents	(674.7)			(650.7)			4	%
Adjusted net debt	1,967.5			2,110.0			(7)	%
Net income	$	436.6		$	378.6		15	%
Add: depreciation and amortization	470.4			435.2			8	%
Add: interest expense	198.3			245.2			(19)	%
Less: interest income	(16.5)			(26.5)			(38)	%
Add: income tax expense	123.9			125.2			(1)	%
EBITDA	1,212.7			1,157.7			5	%
Share-based payments expense	76.4			54.8			39	%
Acquisition-related and integration costs	15.9			43.4			(63)	%
Restructuring costs	13.1			—			NM
Gain on disposition of property, plant and equipment and related costs	(1.4)			(1.1)			27	%
Prepaid consigned vehicles charges	(1.2)			(11.3)			(89)	%
Executive transition costs	12.9			6.5			98	%
Loss on deconsolidation and related costs	19.7			—			NM
Debt refinancing costs	3.9			—			NM
Remeasurements in connection with business combinations	0.1			1.3			(92)	%
Other legal, advisory and non-income tax expenses	14.0			12.9			9	%
Adjusted EBITDA	$	1,366.1		$	1,264.2		8	%
Debt/net income	6.1		x	7.3		x	(16)	%
Adjusted net debt/adjusted EBITDA	1.4		x	1.7		x	(18)	%


Exhibit Number						Document
10.1						Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Jennifer Schmit, dated September 11, 2024 as amended by that certain promotion letter dated August 11, 2025
10.2						Employment Agreement between Ritchie Bros. Auctioneers (America) Inc. and Christopher Carlson, dated March 31, 2024 as amended by that certain promotion letter dated August 19, 2025
31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101						Interactive Data Files Pursuant to Rule 405 of Regulation S-T, for the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Income Statements; (ii) Condensed Consolidated Balance Sheets; (iii) Condensed Consolidated Statements of Changes in Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to the Condensed Consolidated Financial Statements
104						Cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL and contained in Exhibit 101


	RB GLOBAL, INC.


Dated: November 6, 2025	By:	/s/ Jim Kessler
		Jim Kessler Chief Executive Officer

Dated: November 6, 2025	By:	/s/ Eric J. Guerin
		Eric J. Guerin Chief Financial Officer

Date	Price Target	Rating	Analyst
10/28/2025	$120.00	Neutral → Buy	BofA Securities
9/5/2024	$105.00	Outperform	BMO Capital Markets
6/18/2024		Sector Outperform	CIBC
7/20/2023	$60.00 → $75.00	Mkt Perform → Outperform	Raymond James
5/18/2023	$61.00	Sector Perform → Outperform	National Bank Financial
12/5/2022	$59.00 → $65.00	Sector Perform → Sector Outperform	Scotiabank
11/14/2022	$65.00	Neutral → Buy	Northcoast
11/8/2022	$74.00 → $55.00	Buy → Neutral	BofA Securities