RB Global Inc (RBA)

RB Global Reports First Quarter 2026 ResultsMay 4, 2026 4:05 PM
Business Wire RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months ended March 31, 2026. "We delivered broad-based GTV growth across all our sectors, underscoring the strength of our growth strategy, the commitment of our teammates, and the value we deliver as trusted partners to our customers," said Jim Kessler, CEO of RB Global. "our focus remains on what we can control ensuring that we consistently overdeliver on our commitments, particularly in this fluid macroeconomic environment." "Our topline momentum translated into earnings growth, reflecting the durability of our operating model and our disciplined execution across the business," said Eric J. Guerin, Chief Financial Officer. First Quarter Financial Highlights1,2,3: Total gross transaction value ("GTV") increased 13% year over year to $4.3 billion. Total revenue increased 11% year over year to $1.2 billion. Service revenue increased 5% year over year to $897.7 million. Inventory sales revenue increased 32% year over year to $336.9 million. Net income increased 20% year over year to $135.6 million. Net income available to common stockholders increased 21% year over year to $124.6 million. Diluted earnings per share available to common stockholders increased 20% to $0.66 per share. Diluted adjusted earnings per share available to common stockholders increased 13% year over year to $1.01 per share. Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 11% year over year to $362.7 million. 2026 Financial Outlook The Company has updated its full-year 2026 outlook for select financial data, as shown below: (in millions, except percentages) Current Outlook Prior Outlook GTV growth 6% to 9% 5% to 8% Adjusted EBITDA $1,485 to $1,545 $1,470 to $1,530 Full year tax rate (GAAP and adjusted) 23% to 25% 23% to 25% Capital expenditures4 $350 to $400 $350 to $400 __________________________________________ 1 For information regarding RB Global's use and definition of certain measures, see “Key Operating Metrics” and “Non-GAAP Measures” sections in this news release. 2 All figures are presented in U.S. dollars. 3 For the first quarter of 2026 as compared to the first quarter of 2025. 4 Capital expenditures is defined as property, plant and equipment, net of proceeds on disposals, plus intangible asset additions. Additional Financial and Operational Highlights (Unaudited)   Three months ended March 31, (in millions, except percentages and per share data) 2026     2025   % Change GTV $ 4,340.9   $ 3,828.9   13 % Service revenue   897.7     852.5   5 % Service revenue take rate   20.7 %   22.3 % (160)bps         Inventory sales revenue $ 336.9   $ 256.1   32 % Inventory return   30.2     21.1   43 % Inventory rate   9.0 %   8.2 % 80bps         Net income $ 135.6   $ 113.3   20 % Net income available to common stockholders   124.6     102.9   21 % Adjusted EBITDA   362.7     327.9   11 %         Diluted earnings per share available to common stockholders $ 0.66   $ 0.55   20 % Diluted adjusted earnings per share available to common stockholders $ 1.01 $ 0.89 13 %   Revenue       (Unaudited)         Three months ended March 31, (in millions, except percentages) 2026 2025 % Change Transactional seller revenue $ 241.3   $ 216.8   11 % Transactional buyer revenue   577.5     556.7   4 % Marketplace services revenue   78.9     79.0   — % Total service revenue   897.7     852.5   5 % Inventory sales revenue   336.9     256.1   32 % Total revenue $ 1,234.6   $ 1,108.6   11 % For the First Quarter: GTV increased 13% year over year to $4.3 billion, reflecting broad-based strength across all sectors and contributions from the inclusion of J.M. Wood and Smith Broughton. Growth in the Commercial Construction and Transportation ("CC&T") sector increased due to a higher average price per lot sold, driven primarily by improved mix and higher volumes. In the Automotive sector, GTV increased year over year due to higher average price per lot sold. Service revenue increased 5% year over year to $897.7 million, driven by higher GTV, partially offset by lower service revenue take rate. Service revenue take rate declined 160 basis points year over year to 20.7% driven by a larger proportion of higher average price per lot sold assets compared to the prior year, acquired businesses, and divestment of certain businesses. Inventory sales revenue increased 32% year over year to $336.9 million, partially due to the inclusion of J.M. Wood. Excluding the impact of this acquisition, inventory sales revenue increased from higher CC&T revenue, partially offset by lower Automotive revenue. The inventory rate increased 80 basis points year over year to 9.0%, primarily due to strong performance in the CC&T sector. Net income available to common stockholders increased to $124.6 million, primarily due to higher operating income, lower interest expense due to lower outstanding principal and lower variable interest rates. These increases were partially offset by an increase to income tax expense. Adjusted EBITDA1 increased 11% year over year driven by GTV growth, higher contribution from inventory returns partially offset by higher operating expenses and lower service revenue take rate. __________________________________________ 1 For information regarding RB Global's use and definition of this measure, see “Key Operating Metrics” and “Non-GAAP Measures” sections in this news release. GTV by Sector   Three months ended March 31, (in millions, except percentages) 2026 2025 % Change Automotive $ 2,289.2 $ 2,144.7 7 % CC&T   1,622.0   1,276.7 27 % Other   429.7   407.5 5 % Total GTV $ 4,340.9 $ 3,828.9 13 % Lots Sold by Sector   Three months ended March 31, (in '000's of lots sold, except percentages) 2026 2025 % Change Automotive 631.3 625.6 1 % CC&T 97.8 87.6 12 % Other 128.4 141.9 (10 )% Total lots sold 857.5 855.1 — % Reconciliation of Operating Expenses (Unaudited)   The following table reconciles as reported operating expenses by line item to adjusted operating expenses to exclude the impact of adjustments, as defined in our Non-GAAP Measures.   Three months ended March 31, 2026 (in millions) Cost of
services Cost of
inventory
sold Selling,
general and
administrative
expenses Acquisition-
related and
integration
costs Depreciation
and
amortization   Total
operating
expenses As reported (unaudited) $ 365.1 $ 306.7 $ 214.2   $ 6.2   $ 126.7   $ 1,018.9   Stock-based compensation expense   —   —   (15.3 )   —     —     (15.3 ) Acquisition-related and integration costs   — — —   (6.2 )   —     (6.2 ) Restructuring costs   — — (2.4 ) — —     (2.4 ) Amortization of acquired intangible assets   —   — —   —     (72.6 )   (72.6 ) Other legal, advisory and non-income tax recovery — — 2.5 — — 2.5 Adjusted $ 365.1 $ 306.7 $ 199.0   $ —   $ 54.1   $ 924.9   Dividend Information On May 1, 2026, the Company declared a quarterly cash dividend of $0.31 per common share, payable on June 18, 2026, to shareholders of record on May 27, 2026. Other Company Developments On April 21, 2026, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, with respect to its pending acquisition of BigIron Auction Company (“BigIron”). The acquisition is subject to other customary closing conditions and is expected to close in the second quarter of 2026. On April 13, 2026, the Company acquired Blackmon Auctions (“Blackmon”), a U.S.-based auction provider serving the construction, transportation, agriculture, and real estate sectors, further strengthening the Company’s presence and expanding its footprint in the South Central U.S. Blackmon conducts both live and online auctions and processed more than $60 million of GTV in 2025. First Quarter 2026 Earnings Conference Call RB Global is hosting a conference call to discuss its financial results for the quarter ended March 31, 2026, at 4:30 PM ET on May 4, 2026. The replay of the webcast will be available through May 4, 2027. Conference call and webcast details are available at the following link: https://investor.rbglobal.com. About RB Global RB Global, Inc. (NYSE: RBA) (TSX: RBA) is a leading, omnichannel marketplace that provides value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through our auction sites and digital platform, we have a wide global presence and serve customers across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture. Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, Inc. (“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 and market data-driven intelligence; SmartEquip Inc. (“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. Forward-looking Statements This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, “forward-looking statements”), including, in particular, statements regarding future financial and operational results, opportunities, and any other statements regarding events or developments that RB Global believes or anticipates will or may occur in the future. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “confident”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or statements that events or conditions “will”, “would”, “may”, “remain”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond RB Global’s control, including risks and uncertainties related to: our ability to integrate acquisitions, including the recently acquired J.M. Wood; the fact that operating costs and business disruption may be greater than expected; the effect of the consummation of the merger on the trading price of RB Global's common shares; the ability of RB Global to retain and hire key personnel and employees; the significant costs associated with the merger; the outcome of any legal proceedings that have been or could be instituted against RB Global; the ability of the Company to realize anticipated synergies in the amount, manner or timeframe expected or at all; the failure of the Company to achieve expected operating results in the amount, manner or timeframe expected or at all; changes in capital markets and the ability of the Company to generate cash flow and/or finance operations in the manner expected or to de-lever in the timeframe expected; the failure of RB Global or the Company to meet financial forecasts and/or key performance targets including the Company's key operating metrics; the Company’s ability to commercialize new platform solutions and offerings; legislative, regulatory and economic developments affecting the combined business; general economic and market developments and conditions, including as a result of global trade tensions and as a result of current, proposed or future tariffs, including retaliatory tariffs; the evolving legal, regulatory and tax regimes under which RB Global operates; unpredictability and severity of catastrophic events, including, but not limited to, pandemics, acts of terrorism or outbreak of war or hostilities, as well as RB Global’s response to any of the aforementioned factors. Other risks that could cause actual results to differ materially from those described in the forward-looking statements are included in RB Global's periodic reports and other filings with the Securities and Exchange Commission (“SEC”) and/or applicable Canadian securities regulatory authorities, including the risk factors identified under Item 1A “Risk Factors” and the section titled “Summary of Risk Factors” in RB Global’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and RB Global’s periodic reports and other filings with the SEC, which are available on the SEC, SEDAR and RB Global’ websites. The foregoing list is not exhaustive of the factors that may affect RB Global’s forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, and actual results may differ materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements are made as of the date of this news release and RB Global does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you should not place undue reliance on forward-looking statements. Key Operating Metrics We regularly review a number of metrics, including the following key operating metrics, to evaluate our business, measure our performance, identify trends affecting our business, and make operating decisions. We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our operational strategies. Gross Transaction Value ("GTV"): Represents total proceeds from all items sold on our auctions and online marketplaces, third-party online marketplaces, private brokerage services and other disposition channels. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in the Company’s consolidated financial statements. Total service revenue take rate: Total service revenue divided by total GTV. 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 and Condensed Consolidated Income Statements (Unaudited; in millions, except per share data) Three months ended March 31,     2026     2025   GTV $ 4,340.9   $ 3,828.9   Revenue:     Service revenue $ 897.7   $ 852.5   Inventory sales revenue   336.9     256.1   Total revenue   1,234.6     1,108.6   Operating expenses:     Costs of services   365.1     361.9   Cost of inventory sold   306.7     235.0   Selling, general and administrative   214.2     205.0   Acquisition-related and integration costs   6.2     3.1   Depreciation and amortization   126.7     114.5   Total operating expenses   1,018.9     919.5   Gain on disposition of property, plant and equipment   1.8     0.4   Operating income   217.5     189.5   Interest expense   (44.0 )   (49.9 ) Interest income   2.6     3.0   Other income (loss), net   (2.3 )   0.7   Foreign exchange loss   (0.6 )   (0.4 ) Income before income taxes   173.2     142.9   Income tax expense   37.6     29.6   Net income   135.6     113.3   Net loss attributable to redeemable non-controlling interest   —     (0.1 ) Net income attributable to non-controlling interests   0.1     —   Net income attributable to controlling interests   135.5     113.4   Cumulative dividends on Series A Senior Preferred Shares   (6.7 )   (6.7 ) Allocated earnings to Series A Senior Preferred Shares   (4.6 )   (3.8 ) Adjustment of redeemable non-controlling interest   0.4     —   Net income available to common stockholders $ 124.6   $ 102.9         Basic earnings per share available to common stockholders $ 0.67   $ 0.56   Diluted earnings per share available to common stockholders $ 0.66   $ 0.55   Basic weighted average number of shares outstanding   186.0     184.8   Diluted weighted average number of shares outstanding   187.5   186.4 Condensed Consolidated Balance Sheets     (Unaudited, in millions, except per share data)       March 31,
2026 December 31,
2025 Assets     Current assets:     Cash and cash equivalents $ 667.2   $ 531.5   Restricted cash   192.2     163.3   Trade and other receivables, net of allowance for credit losses of $9.1 and $8.6, respectively   894.8     706.3   Prepaid consigned vehicle charges   62.2     62.4   Inventory   119.1     139.8   Other current assets   97.6     107.8   Income taxes receivable   55.4     73.7   Total current assets   2,088.5     1,784.8   Property, plant and equipment, net   1,541.4     1,522.3   Operating lease right-of-use assets   1,558.8     1,545.5   Other non-current assets   149.7     149.4   Intangible assets, net   2,388.0     2,464.5   Goodwill   4,662.3     4,668.0   Deferred tax assets   8.5     8.5   Total assets $ 12,397.2   $ 12,143.0   Liabilities, Temporary Equity and Stockholders' Equity     Current liabilities:     Auction proceeds payable $ 687.1   $ 457.9   Trade and other liabilities   664.2     836.5   Current operating lease liabilities   132.8     128.2   Income taxes payable   17.8     6.7   Short-term debt   282.0     137.5   Current portion of long-term debt   51.2     51.2   Total current liabilities   1,835.1     1,618.0   Long-term operating lease liabilities   1,472.3     1,456.8   Long-term debt   2,271.0     2,282.8   Other non-current liabilities   158.3     158.5   Deferred tax liabilities   559.2     559.2   Total liabilities   6,295.9     6,075.3   Temporary equity:     Series A Senior Preferred Shares; shares authorized, issued and outstanding: 485.0 million   482.0     482.0   Redeemable non-controlling interest   —     12.6   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: 186.3 million and 185.1 million, respectively       4,360.4           4,365.1     Retained earnings   1,323.5     1,254.6   Accumulated other comprehensive loss   (65.0 )   (48.3 ) Stockholders' equity   5,618.9     5,571.4   Non-controlling interests   0.4     1.7   Total stockholders' equity   5,619.3     5,573.1   Total liabilities, temporary equity and stockholders' equity $ 12,397.2   $ 12,143.0   Condensed Consolidated Statements of Cash Flows     (Unaudited, in millions)   Three months ended March 31,           2026                 2025       Cash provided by (used in):     Operating activities:     Net income $ 135.6   $ 113.3   Adjustments for items not affecting cash:     Depreciation and amortization   126.7     114.5   Stock-based compensation expense   15.6     15.6   Amortization of right-of-use assets   41.4     38.7   Other, net   3.4     0.1   Net changes in operating assets and liabilities   (98.6 )   (125.4 ) Net cash provided by operating activities   224.1     156.8   Investing activities:     Property, plant and equipment additions   (51.5 )   (54.3 ) Proceeds on disposition of property, plant and equipment   2.4     1.1   Intangible asset additions   (27.8 )   (27.7 ) Proceeds from repayments of loans receivable   1.0     1.4   Issuance of loans receivable   (2.8 )   (22.1 ) Other, net   (0.1 )   (0.3 ) Net cash used in investing activities   (78.8 )   (101.9 ) Financing activities:     Dividends paid   (66.5 )   (62.1 ) Proceeds from exercise of stock options   2.5     4.3   Payment of tax withholding related to vesting of share units   (22.2 )   (15.2 ) Net increase in short-term debt   144.3     34.5   Repayment of long-term debt   (12.8 )   (1.0 ) Repayment of finance lease and equipment financing obligations   (8.0 )   (6.5 ) Proceeds from equipment financing obligations   0.5     1.0   Acquisition of VeriTread non-controlling interests   (14.2 )   —   Net cash provided by (used in) financing activities   23.6     (45.0 ) Effect of changes in exchange rates on cash, cash equivalents, and restricted cash   (4.3 )   3.1   Net increase in cash, cash equivalents, and restricted cash   164.6     13.0   Cash, cash equivalents, and restricted cash, beginning of period   694.8     708.8   Cash, cash equivalents, and restricted cash, end of period $ 859.4   $  721.8    Non-GAAP Measures
(Unaudited) This news release references non-GAAP measures. These measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. The Company has not provided a reconciliation of Adjusted EBITDA outlook for fiscal 2026 to GAAP net income, the most directly comparable GAAP financial measure, because without unreasonable efforts, it is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate Adjusted EBITDA, including but not limited to: (a) the net loss or gain on the sale of property plant & equipment, or other assets, (b) loss on divestiture and deconsolidation and related costs, (c) acquisition-related or integration costs relating to our mergers and acquisition activity, including severance costs, (d) restructuring costs, (e) stock-based compensation expense, which value is directly impacted by the fluctuations in our share price and other variables, and (f) other expenses that we do not believe are indicative of our ongoing operations. These adjustments are uncertain, depend on various factors that are beyond our control and could have a material impact on net income for fiscal 2026. Please refer to the Form 10-Q for the quarterly period ended March 31, 2026 for a summary of adjusting items for the quarter ended March 31, 2026. The adjusting items recognized in prior quarters are discussed in Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2025. Unless otherwise indicated, all amounts in the following tables are in millions, except per share amounts and percentages. Adjusted Net Income Available to Common Stockholders and Diluted Adjusted EPS Available to Common Stockholders Reconciliation The Company believes that adjusted net income available to common stockholders provides useful information about the growth or decline of the net income available to common stockholders for the relevant financial period and eliminates the financial impact of adjusting items the Company does not consider to be part of the 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 the Company does not consider to be part of the normal operating results. 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 stock-based compensation expense, acquisition-related and integration costs, restructuring costs, amortization of acquired intangible assets, executive transition costs and certain other items. Net income available to common stockholders is calculated as net income attributable to controlling interests, less cumulative dividends on Series A Senior Preferred Shares, allocated earnings to Series A Senior Preferred Shares, and adjustments to redeemable non-controlling interest. Diluted adjusted EPS available to common stockholders is calculated by dividing adjusted net income available to common stockholders by the weighted average number of dilutive shares outstanding, except that it is computed based upon the lower of the two-class method or the if-converted method, which includes the effects of the assumed conversion of the Series A Senior Preferred Shares and the effect of shares issuable under the Company’s stock-based incentive plans, if such effect is dilutive. 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: Three months ended March 31,   2026     2025   % Change Net income available to common stockholders $ 124.6   $ 102.9   21 % Stock-based compensation expense   15.3     14.4   6 % Acquisition-related and integration costs   6.2     3.1   100 % Restructuring costs   2.4     1.8   33 % Amortization of acquired intangible assets   72.6     68.3   6 % Gain on disposition of property, plant and equipment and related costs (1.8 ) (0.2 ) (800 )% Executive transition costs   —     2.7   NM   Other legal, advisory and non-income tax expense   0.1     1.8   (94 )% Related tax effects of the above   (27.2 )   (27.3 ) — % Related allocation of the above to Series A Senior Preferred Shares (2.4 ) (2.3 ) 4 % Adjustment of redeemable non-controlling interest   (0.4 )   —   NM   Adjusted net income available to common stockholders $ 189.4   $ 165.2   15 % Weighted average number of dilutive shares outstanding   187.5     186.4   1 % Diluted earnings per share available to common stockholders $ 0.66   $ 0.55   20 % Diluted adjusted earnings per share available to common stockholders $ 1.01 $ 0.89 13 % __________________       NM = Not meaningful        Adjusted EBITDA The Company believes adjusted EBITDA provides useful information and is a key performance measure because it facilitates operating performance comparisons from period to period and it provides management with the ability to monitor its controllable incremental revenues and costs. Adjusted EBITDA is calculated by adding back depreciation and amortization, interest expense, and income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items. 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: Three months ended March 31,   2026     2025   % Change Net income $ 135.6   $ 113.3   20 % Add: depreciation and amortization   126.7     114.5   11 % Add: interest expense   44.0     49.9   (12 )% Less: interest income   (2.6 )   (3.0 ) (13 )% Add: income tax expense   37.6     29.6   27 % EBITDA   341.3     304.3   12 % Stock-based compensation expense   15.3     14.4   6 % Acquisition-related and integration costs   6.2     3.1   100 % Restructuring costs   2.4     1.8   33 % Gain on disposition of property, plant and equipment and related costs (1.8 ) (0.2 ) (800 )% Executive transition costs   —     2.7   NM   Other legal, advisory and non-income tax expense (recovery)   (0.7 )   1.8   NM   Adjusted EBITDA $ 362.7   $ 327.9   11 % __________________       NM = Not meaningful       Adjusted Net Debt and Adjusted Net Debt/Adjusted EBITDA Reconciliation The Company believes that comparing adjusted net debt to adjusted EBITDA on a trailing twelve-month basis, across different periods, provides useful information to investors about the Company's operational performance and financial flexibility. This ratio indicates the period of time it would take to repay both our short- and long-term debt from operating earnings. The Company does not consider this to be a measure of its liquidity, which is its ability to meet short-term obligations, but rather a measure of how well it manages its liquidity position. Measures of liquidity are noted under “Liquidity and Capital Resources” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. Adjusted net debt is calculated by subtracting cash and cash equivalents from short and long-term debt. Adjusted net debt/adjusted EBITDA is calculated by dividing adjusted net debt by adjusted EBITDA. The following table reconciles adjusted net debt to debt, adjusted EBITDA to net income, and adjusted net debt/ adjusted EBITDA to debt/ net income, respectively, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements. At and for the twelve months ended March 31,   2026     2025   % Change Short-term debt $ 282.0   $ 62.8   349 % Long-term debt   2,322.2     2,626.7   (12 )% Debt   2,604.2     2,689.5   (3 )% Less: cash and cash equivalents   (667.2 )   (578.1 ) 15 % Adjusted net debt   1,937.0     2,111.4   (8 )% Net income $ 449.9   $ 418.7   7 % Add: depreciation and amortization   495.6     451.2   10 % Add: interest expense   185.7     219.7   (15 )% Less: interest income   (14.5 )   (22.6 ) (36 )% Add: income tax expense   116.0     134.4   (14 )% EBITDA   1,232.7     1,201.4   3 % Stock-based compensation expense   77.6     57.4   35 % Acquisition-related and integration costs   22.5     19.3   17 % Restructuring costs   17.8     1.8   889 % (Gain) loss on disposition of property, plant and equipment and related costs (3.6 ) 0.4 NM Executive transition costs   51.0     7.7   562 % Loss on divestiture   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 expense   16.7     10.3   62 % Adjusted EBITDA $ 1,434.5   $ 1,299.5   10 % Debt/net income 5.8 x 6.4 x (9 )% Adjusted net debt/adjusted EBITDA 1.4 x 1.6 x (13 )% __________________ NM = Not meaningful     View source version on businesswire.com: https://www.businesswire.com/news/home/20260504895661/en/ For further information, please contact:
Sameer Rathod | Vice President, Investor Relations and Market Intelligence
1-510-381-7584 | srathod@rbglobal.com Original: RB Global Reports First Quarter 2026 Results

RB Global Reports on Voting Results From the 2026 Annual and Special Meeting of ShareholdersMay 1, 2026 4:40 PM
Business Wire
The Annual and Special Meeting of Shareholders (the "Meeting") of RB Global, Inc. (the "Company", NYSE and TSX: RBA) was held on April 30, 2026. Each of the matters voted upon at the Meeting is discussed in detail in the Company's Proxy Statement dated March 19, 2026, which can be found on the Company's website at: https://s24.q4cdn.com/560830410/files/doc_financials/2026/ar/RB-Global-2026-Proxy-Statement-As-Filed-1.pdf.


Per TSX reporting requirements, the Company wishes to disclose that the total number of shares represented by shareholders in person and by proxy at the Meeting was 162,807,309 common shares of the Company and 485,000,000 Series A senior preferred shares of the Company, representing approximately 88.00% of the total votes eligible to be cast. The voting results for the election of directors were as follows:




Name of Director







For







Against






 








Robert G. Elton







162,599,041






 






4,124,150






 








Jim Kessler






 






166,230,492






 






492,699






 








Brian Bales






 






166,127,293






 






595,898






 








Adam DeWitt






 






166,129,417






 






593,774






 








Chloe Harford






 






166,637,099






 






86,092






 








Gregory B. Morrison






 






166,153,618






 






569,573






 








Timothy O'Day






 






165,224,048






 






1,499,143






 








Michael Sieger






 






164,903,487






 






1,819,704






 








Debbie Stein






 






166,268,001






 






455,190






 








Carol M. Stephenson






 






163,742,969






 






2,980,222






 







On May 1, 2026, the Company filed a report of voting results on all resolutions voted on at the Meeting on www.sedarplus.com.


About RB Global


RB Global, Inc. (NYSE: RBA) (TSX: RBA) is a leading, omnichannel marketplace that provides value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through its global network of auction sites and digital platform, RB Global serves customers worldwide across a variety of asset classes, including automotive, construction, commercial transportation, government surplus, lifting and material handling, energy, mining and agriculture. The company’s end-to-end marketplace solutions include Ritchie Bros., IAA, Rouse Services, SmartEquip and VeriTread. For more information about RB Global, visit www.rbglobal.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260501178257/en/
Sameer Rathod Vice President, Investor Relations & Market Intelligence

+1 510-381-7584

srathod@rbglobal.com


Original: RB Global Reports on Voting Results From the 2026 Annual and Special Meeting of Shareholders

RB Global to Release First Quarter 2026 Financial Results and Host Conference Call on May 4, 2026April 8, 2026 4:15 PM
Business Wire
RB Global, Inc. (NYSE: RBA) (TSX: RBA) announced today that it will release first-quarter 2026 financial results after the market closes on Monday, May 4th, 2026.


RB Global will host a conference call to discuss its results at 4:30 p.m. Eastern time the same day.


Analysts and institutional investors may pre-register to participate in the conference call using the following link: https://events.q4inc.com/analyst/799360997?pwd=HhygHZ9I. Registered participants will receive an email with a calendar reminder, a dial-in number, and a conference ID to access the call.


The live audio webcast and archived replay will also be available in the Events & Presentations section of the RB Global Investor Relations website: https://investor.rbglobal.com.


About RB Global


RB Global, Inc. (NYSE: RBA) (TSX: RBA) is a leading, omnichannel marketplace and trusted provider of value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through its global network of auction sites and digital platform, RB Global serves customers worldwide across a variety of asset classes, including automotive, construction, commercial transportation, government surplus, lifting and material handling, energy, mining and agriculture. The company’s end-to-end marketplace solutions include Ritchie Bros., IAA, Rouse Services, SmartEquip and VeriTread. For more information about RB Global, visit rbglobal.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260408678734/en/
For investor inquiries, please contact:

Sameer Rathod

Vice President, Investor Relations & Market Intelligence

1-510-381-7584

srathod@rbglobal.com


Original: RB Global to Release First Quarter 2026 Financial Results and Host Conference Call on May 4, 2026

RB Global Receives TSX Approval for Previously Announced $500 Million Share Repurchase ProgramMarch 16, 2026 8:30 AM
Business Wire
RB Global, Inc. (NYSE: RBA) (TSX: RBA) (the “Company” or “RB Global”) announced today that it has obtained the approval of the Toronto Stock Exchange (the “TSX”) to commence a normal course issuer bid (“NCIB”).


NCIB Details


The NCIB will commence on March 18, 2026 and will terminate on March 17, 2027 or on such earlier date as the Company may complete its purchases thereunder or as it may otherwise determine. Under the NCIB, the Company may purchase up to the lesser of 10,000,000 common shares (such amount representing approximately 7% of the total public float of the Company as of March 6, 2026) and that number of common shares worth an aggregate of US$500 million. Furthermore, subject to certain exemptions for block purchases, the maximum number of its common shares that the Company may purchase on any one trading day on the TSX is 75,349 common shares, such amount representing 25% of the average daily trading volume of the common shares of the Company on the TSX alone for the six calendar months ended February 28, 2026.


As of March 6, 2026, 185,924,928 common shares of the Company were issued and outstanding and the total public float of the Company was 142,241,292 common shares. All common shares of the Company purchased under the new NCIB will be cancelled.


The Company believes that the repurchase of its common shares at certain market prices may be an attractive and appropriate use of the Company’s funds.


The Company’s common shares under the NCIB may be purchased through an automatic repurchase plan (the “Purchase Plan”). Under the Purchase Plan, the Company’s broker may repurchase shares under the NCIB at any time including, without limitation, when the Company would ordinarily not be permitted to do so due to regulatory restrictions or self-imposed blackout periods. Purchases will be made by the Company’s broker based upon the parameters prescribed by the TSX, applicable Canadian and U.S. securities laws and the terms of the parties' written agreement.


Purchases under the NCIB may be made at the then current market price of the Company’s common shares through the facilities of the TSX, the New York Stock Exchange (the “NYSE”) or alternative trading systems in Canada or the United States by means of open market transactions or by such other means as may be permitted by applicable Canadian and U.S. securities laws.


There can be no assurance as to the precise number of common shares that will be repurchased under the NCIB, or the aggregate dollar amount of the common shares purchased. The Company may discontinue purchases at any time, subject to compliance with applicable regulatory requirements.


About RB Global


RB Global, Inc. (NYSE: RBA) (TSX: RBA) is a leading, omnichannel marketplace and trusted provider of value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through its global network of auction sites and digital platform, RB Global serves customers worldwide across a variety of asset classes, including automotive, construction, commercial transportation, government surplus, lifting and material handling, energy, mining and agriculture. The Company’s end-to-end marketplace solutions include Ritchie Bros., IAA, Rouse Services, SmartEquip and VeriTread. For more information about RB Global, visit www.rbglobal.com.


Forward-Looking Statements


Certain statements contained in this release include “forward-looking statements” within the meaning of U.S. federal securities laws and “forward-looking information” within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements herein include, in particular, statements relating to the normal course issuer bid (including, but not limited to, statements regarding the timing and size of the share repurchase program), and other subjects of this release that are not historical facts. Forward-looking statements are typically identified by such words as “aim”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “intend”, “may”, “ongoing”, “plan”, “potential”, “predict”, “will”, “should”, “would”, “could”, “likely”, “generally”, “future”, “long-term”, or the negative of these terms, and similar expressions intended to identify forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of RB Global's common shares. Therefore, you should not place undue reliance on any such forward-looking statements and caution must be exercised in relying on forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially, including but not limited to risks and uncertainties relating to: our ability to drive shareholder value; potential growth and market opportunities; the level of participation in our auctions and the success of our online marketplaces; our ability to grow our businesses, acquire new customers, enhance our sector reach, drive geographic depth, and scale our operations; the impact of our initiatives, services, investments, and acquisitions on us and our customers; the acquisition or disposition of properties; potential future mergers and acquisitions; our ability to integrate acquisitions; our future capital expenditures and returns on those expenditures; our ability to add new business and information solutions, including, among others, our ability to maximize and integrate technology to enhance our existing services and support additional value-added service offerings; the supply trend of equipment and vehicles in the market and the anticipated price environment, as well as the resulting effect on our business and Gross Transaction Value (“GTV”); our compliance with laws, rules, regulations, and requirements that affect our business; effects of various economic, financial, industry, and market conditions or policies, including inflation, the supply and demand for property, equipment, or natural resources; the behavior of commercial assets and vehicle pricing; the relative percentage of GTV represented by straight commission or underwritten (guarantee and inventory) contracts, and its impact on revenues and profitability; our future capital expenditures and returns on those expenditures; the effect of any currency exchange and interest rate fluctuations on our results of operations; the effect of any tariffs on our results of operations; the grant and satisfaction of equity awards pursuant to our compensation plans; any future declaration and payment of dividends, including the tax treatment of any such dividends; financing available to us from our credit facilities or other sources, our ability to refinance borrowings, and the sufficiency of our working capital to meet our financial needs; our ability to satisfy our present operating requirements and fund future growth through existing working capital, credit facilities and debt; misappropriation of data or cybersecurity incidents; and, failure to comply with privacy and data protection laws. Other risks that could cause actual results to differ materially from those described in the forward-looking statements are included in “Part I, Item 1A: Risk Factors”, and the section titled "Summary of Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2025, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, including subsequent Quarterly Reports on Form 10-Q The forward-looking statements included in this release are made only as of the date hereof. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. RB Global does not undertake any obligation to update any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260316602599/en/
For more information, please contact:

Sameer Rathod

Vice President, Investor Relations & Market Intelligence

Phone: 1.925.225.8875

Email: srathod@rbglobal.com


Original: RB Global Receives TSX Approval for Previously Announced $500 Million Share Repurchase Program

RB Global to Acquire BigIron, Accelerating Strategic Expansion into U.S. AgricultureMarch 4, 2026 4:45 PM
Business Wire
RB Global, Inc. (NYSE: RBA) (TSX: RBA) (“RB Global” or the “Company”), the trusted global partner for insights, services and transaction solutions, today announced that it has entered into a definitive agreement to acquire Big Iron Auction Company (“BigIron”), accelerating the Company’s strategic expansion into U.S. agriculture.


BigIron is a scaled, agriculture-focused online marketplace connecting buyers and sellers of agricultural equipment, land, livestock, and other farm and ranch assets. Embedded in the communities it serves across rural America, BigIron’s digital platform is trusted by farmers, landowners, and rural enterprises. BigIron processed roughly $885 million in gross transaction value (“GTV”)1, including roughly $520 million from commercial assets and vehicles and $365 million from agriculture land and real estate transactions, and is supported by a highly engaged bidder base.


“BigIron brings a talented team with deep ag sector knowledge and an established sales footprint that will continue operating as a stand-alone brand while being complemented by the Ritchie Bros. industrial footprint. This will create opportunities to serve even more customers through a combination of onsite, offsite, and digital channels and solutions,” said Jim Kessler, Chief Executive Officer of RB Global.


“We are proud of our team’s tremendous work to establish BigIron as a leading auction marketplace for farmers, landowners, and rural businesses,” said Mark Stock, Co-Founder of BigIron. “RB Global values our culture and shares our respect for the agricultural community. Through this combination, we gain a larger platform and additional resources, which is expected to help us deliver even greater choice and liquidity to all the sellers we serve.”


Ron Stock, Co-Founder of BigIron, said, “Since our founding in 1984, we have remained steadfast in our commitment to providing an honest, trustworthy auction. We look forward to continuing our mission to serve our sellers, buyers, and employees for years to come, and to continue operating BigIron as a stand-alone brand with Mark and I involved in the business as usual.”


The transaction is expected to be completed in the second half of 2026, subject to customary closing conditions and regulatory approvals. Until closing, RB Global and BigIron will continue to operate as independent companies in the ordinary course.


About RB Global


RB Global, Inc. (NYSE: RBA) (TSX: RBA) is a leading, omnichannel marketplace and trusted provider of value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through its global network of auction sites and digital platform, RB Global serves customers worldwide across a variety of asset classes, including automotive, construction, commercial transportation, government surplus, lifting and material handling, energy, mining and agriculture. The company’s end-to-end marketplace solutions include Ritchie Bros., IAA, Rouse Services, SmartEquip and VeriTread. For more information about RB Global, visit www.rbglobal.com.


Forward-Looking Statements


Certain statements contained in this release include “forward-looking statements” within the meaning of U.S. federal securities laws and “forward-looking information” within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements herein include, in particular, statements relating to the anticipated benefits of the acquisition, the anticipated impact of the acquisition on RB Global’s business and future financial and operating results, expansion and other value creation opportunities from the acquisition, future operating plans relating to the acquisition, and other subjects of this release that are not historical facts. Forward-looking statements are typically identified by such words as “advance”, “aim”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “intend”, “may”, “ongoing”, “plan”, “potential”, “predict”, “will”, “should”, “would”, “could”, “likely”, “generally”, “future”, “long-term”, or the negative of these terms, and similar expressions intended to identify forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of RB Global's common shares. Therefore, you should not place undue reliance on any such forward-looking statements and caution must be exercised in relying on forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially, including but not limited to risks and uncertainties relating to: our ability to drive shareholder value; potential growth and market opportunities; the level of participation in our auctions and the success of our online marketplaces; our ability to grow our businesses, acquire new customers, enhance our sector reach, drive geographic depth, and scale our operations; the impact of our initiatives, services, investments, and acquisitions on us and our customers; the acquisition or disposition of properties; potential future mergers and acquisitions; our ability to integrate acquisitions; our future capital expenditures and returns on those expenditures; our ability to add new business and information solutions, including, among others, our ability to maximize and integrate technology to enhance our existing services and support additional value-added service offerings; the supply trend of equipment and vehicles in the market and the anticipated price environment, as well as the resulting effect on our business and Gross Transaction Value (“GTV”); our compliance with laws, rules, regulations, and requirements that affect our business; effects of various economic, financial, industry, and market conditions or policies, including inflation, the supply and demand for property, equipment, or natural resources; the behavior of commercial assets and vehicle pricing; the relative percentage of GTV represented by straight commission or underwritten (guarantee and inventory) contracts, and its impact on revenues and profitability; our future capital expenditures and returns on those expenditures; the effect of any currency exchange and interest rate fluctuations on our results of operations; the effect of any tariffs on our results of operations; the grant and satisfaction of equity awards pursuant to our compensation plans; any future declaration and payment of dividends, including the tax treatment of any such dividends; financing available to us from our credit facilities or other sources, our ability to refinance borrowings, and the sufficiency of our working capital to meet our financial needs; our ability to satisfy our present operating requirements and fund future growth through existing working capital, credit facilities and debt; misappropriation of data or cybersecurity incidents; and, failure to comply with privacy and data protection laws. Other risks that could cause actual results to differ materially from those described in the forward-looking statements are included in “Part I, Item 1A: Risk Factors”, and the section titled "Summary of Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2025, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, including subsequent Quarterly Reports on Form 10-Q The forward-looking statements included in this release are made only as of the date hereof. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. RB Global does not undertake any obligation to update any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.


1 As of LTM ending September 30, 2025

View source version on businesswire.com: https://www.businesswire.com/news/home/20260304241692/en/
RB Global Contacts


Analyst Inquiries:

Sameer Rathod | RB Global, Inc.

VP, Investor Relations & Market Intelligence

(510) 381-7584

srathod@rbglobal.com


Media Inquiries:

Clare Furman | RB Global, Inc.

Sr. Manager, Public Relations

(224) 275-4743

cfurman@rbglobal.com


Original: RB Global to Acquire BigIron, Accelerating Strategic Expansion into U.S. Agriculture

Ritchie Bros. Sells US$265+ Million in Orlando and Delivers Unmatched Scale at Industry’s Largest AuctionFebruary 26, 2026 4:45 PM
Business Wire
14,500+ assets sold as global event signals strong start to 2026 equipment market


RB Global, Inc. (NYSE: RBA) (TSX: RBA), a trusted global marketplace for insights, services and transaction solutions for commercial assets and vehicles, today announced Ritchie Bros. Auctioneers generated more than US$265+ million in gross transaction value (GTV) during its Feb. 16-20 premier global auction in Orlando, FL, selling more than 14,500 equipment items, trucks and vehicles.


The five-day auction drew more than 19,500 participants from 80+ countries across construction, transportation, agriculture and energy sectors. Approximately 86% of assets sold to U.S. buyers, including 39% purchased by Floridians, with the remaining 14% purchased by international buyers as far away as Vietnam, Saudi Arabia and Australia.


With assets sold through live onsite bidding, online participation and Timed Auction formats, Orlando reflected broad global demand early in the year. Cross-border participation and category depth provided a clear snapshot of pricing and buyer appetite as the 2026 market gains momentum. The auction also showcased the broader capabilities of the Ritchie Bros. marketplace, with financing, shipping and other services available to help customers transact with confidence.


“Orlando continues to deliver scale and visibility that no other event in our industry can match,” said Jake Lawson, President and Head of Ritchie Bros. North America Sales. “With more than 14,500 assets sold and participation from buyers onsite and online, the auction offers an early indicator of equipment demand and pricing trends.”


The event also featured one-day returns of two hallmarks from past Orlando auctions. On day two, major equipment crossed the ramp for live bidding, marking a single-day revival of a format not seen in Orlando since 2019. Then on day four, auctioneers called bids from the sound truck for one day only, bringing a familiar tradition back to the yard. Both moments added energy to the week while reinforcing how Orlando blends long-standing auction heritage with a global digital marketplace. The company also introduced its first invite-only Creator Day, offering digital creators behind-the-scenes access to the auction and extending the event’s reach to new online audiences through social and digital channels.


“We appreciate the customers who participated onsite and online, along with the creators who helped extend visibility beyond the yard,” Lawson said. “Their engagement reflects the confidence the industry places in our marketplace and in Orlando as a key moment on the equipment calendar.”


For more information about upcoming Ritchie Bros. auctions, visit rbauction.com.


About RB Global


RB Global, Inc. (NYSE: RBA) (TSX: RBA) is a leading, omnichannel marketplace and trusted provider of value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through its global network of auction sites and digital platform, RB Global serves customers worldwide across a variety of asset classes, including automotive, construction, commercial transportation, government surplus, lifting and material handling, energy, mining and agriculture. The company’s end-to-end marketplace solutions include Ritchie Bros., IAA, Rouse Services, SmartEquip and VeriTread. For more information about RB Global, visit rbglobal.com.


Forward-Looking Statements


Certain statements contained in this release include “forward-looking statements” within the meaning of U.S. federal securities laws and “forward-looking information” within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements herein include, in particular, statements relating to the Ritchie Bros. Auctioneers February 2026 auction event in Orlando (FL), including the effect on future auctions and the industry in general, and other subjects of this release that are not historical facts. Forward-looking statements are typically identified by such words as “aim,” “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “will,” “should,” “would,” “could,” “likely,” “generally,” “future,” “long-term,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of RB Global's common shares. Therefore, you should not place undue reliance on any such forward-looking statements and caution must be exercised in relying on forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially, including but not limited to risks and uncertainties relating to: our ability to drive shareholder value; potential growth and market opportunities; the level of participation in our auctions and the success of our online marketplaces; our ability to grow our businesses, acquire new customers, enhance our sector reach, drive geographic depth, and scale our operations; the impact of our initiatives, services, investments, and acquisitions on us and our customers; the acquisition or disposition of properties; potential future mergers and acquisitions; our ability to integrate acquisitions; our future capital expenditures and returns on those expenditures; our ability to add new business and information solutions, including, among others, our ability to maximize and integrate technology to enhance our existing services and support additional value-added service offerings; the supply trend of equipment and vehicles in the market and the anticipated price environment, as well as the resulting effect on our business and Gross Transaction Value (“GTV”); our compliance with laws, rules, regulations, and requirements that affect our business; effects of various economic, financial, industry, and market conditions or policies, including inflation, the supply and demand for property, equipment, or natural resources; the behavior of commercial assets and vehicle pricing; the relative percentage of GTV represented by straight commission or underwritten (guarantee and inventory) contracts, and its impact on revenues and profitability; our future capital expenditures and returns on those expenditures; the effect of any currency exchange and interest rate fluctuations on our results of operations; the effect of any tariffs on our results of operations; the grant and satisfaction of equity awards pursuant to our compensation plans; any future declaration and payment of dividends, including the tax treatment of any such dividends; financing available to us from our credit facilities or other sources, our ability to refinance borrowings, and the sufficiency of our working capital to meet our financial needs; our ability to satisfy our present operating requirements and fund future growth through existing working capital, credit facilities and debt; misappropriation of data or cybersecurity incidents; and, failure to comply with privacy and data protection laws. Other risks that could cause actual results to differ materially from those described in the forward-looking statements are included in “Part I, Item 1A: Risk Factors”, and the section titled "Summary of Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2025, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, including subsequent Quarterly Reports on Form 10-Q The forward-looking statements included in this release are made only as of the date hereof. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. RB Global does not undertake any obligation to update any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260226865545/en/
Media Inquiries:

Clare Furman | RB Global, Inc.

Sr. Manager, Public Relations

(224) 275-4743

cfurman@rbglobal.com


Analyst Inquiries:

Sameer Rathod | RB Global, Inc.

VP, Investor Relations/Market Intelligence

(510) 381-7584

srathod@rbglobal.com


Original: Ritchie Bros. Sells US$265+ Million in Orlando and Delivers Unmatched Scale at Industry’s Largest Auction

RB Global Reports Fourth Quarter and Full Year 2025 ResultsFebruary 17, 2026 4:01 PM
Business Wire
RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months and year ended December 31, 2025.


“I am incredibly proud of what the RB Global team achieved in 2025,” said Jim Kessler, CEO of RB Global. “This year, we advanced our strategic priorities, enhanced our operating model, and delivered meaningful value for our customers, partners and shareholders.”


Commenting on the results, Eric J. Guerin, Chief Financial Officer, said, “I'm pleased with the financial discipline our teams demonstrated throughout 2025. We strengthened margins, delivered healthy cash flow, and continued to invest in strategic initiatives that support long-term growth and value creation.”


Fourth Quarter Financial Highlights123:



Total gross transaction value (“GTV”) increased 4% year over year to $4.3 billion.



Total revenue increased 5% year over year to $1.2 billion.


Service revenue increased 5% year over year to $917.5 million.



Inventory sales revenue increased 7% year over year to $285.9 million.






Net income decreased 8% year over year to $109.4 million.



Net income available to common stockholders decreased 8% year over year to $99.1 million.



Diluted earnings per share available to common stockholders decreased 9% to $0.53 per share.



Diluted adjusted earnings per share available to common stockholders increased 17% year over year to $1.11 per share.



Adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) increased 10% year over year to $379.6 million.



2026 Financial Outlook


The table below outlines the Company's outlook for select full-year 2026 financial data:




 






Year ended December 31, 2026








(in millions, except percentages)






Low-End






High-End








GTV growth






5%






8%








Adjusted EBITDA






$1,470






$1,530








Full year tax rate (GAAP and Adjusted)






23%






25%








Capital Expenditures4






$350






$400









_____________________________________








1 For information regarding RB Global's use and definition of certain measures, see “Key Operating Metrics” and “Non-GAAP Measures” sections in this news release.








2 All figures are presented in U.S. dollars.








3 For the fourth quarter of 2025 as compared to the fourth quarter of 2024.








4 Capital expenditures is defined as property, plant and equipment, net of proceeds on disposals, plus intangible asset additions.







Additional Financial and Operational Highlights

(Unaudited)




 






 






Three months ended December 31,






 






Year ended December 31,








(in millions, except percentages and per share data)






 






 






2025






 






 






 






2024






 






 






% Change






 






 






2025






 






 






 






2024






 






 






% Change








GTV






 






$






4,281.1






 






 






$






4,101.2






 






 






4






%






 






$






16,201.9






 






 






$






15,904.8






 






 






2






%








Service revenue






 






 






917.5






 






 






 






875.5






 






 






5






%






 






 






3,502.2






 






 






 






3,363.6






 






 






4






%








Service revenue take rate






 






 






21.4






%






 






 






21.3






%






 






10bps






 






 






21.6






%






 






 






21.1






%






 






50bps








 






 






 






 






 






 






 






 






 






 






 






 






 








Inventory sales revenue






 






$






285.9






 






 






$






266.1






 






 






7






%






 






$






1,088.5






 






 






$






920.6






 






 






18






%








Inventory return






 






 






12.8






 






 






 






15.1






 






 






(15






)%






 






 






57.9






 






 






 






56.8






 






 






2






%








Inventory rate






 






 






4.5






%






 






 






5.7






%






 






(120)bps






 






 






5.3






%






 






 






6.2






%






 






(90)bps








 






 






 






 






 






 






 






 






 






 






 






 






 








Net income






 






$






109.4






 






 






$






118.4






 






 






(8






)%






 






$






427.6






 






 






$






412.8






 






 






4






%








Net income available to common stockholders






 






 






99.1






 






 






 






107.8






 






 






(8






)%






 






 






382.2






 






 






 






372.7






 






 






3






%








Adjusted EBITDA






 






 






379.6






 






 






 






346.0






 






 






10






%






 






 






1,399.7






 






 






 






1,302.7






 






 






7






%








 






 






 






 






 






 






 






 






 






 






 






 






 








Diluted earnings per share available to common stockholders






 






$






0.53






 






 






$






0.58






 






 






(9






)%






 






$






2.04






 






 






$






2.01






 






 






1






%








Diluted adjusted earnings per share available to common stockholders






 






$






1.11






 






 






$






0.95






 






 






17






%






 






$






4.00






 






 






$






3.49






 






 






15






%







Revenue

(Unaudited)




 






 






Three months ended December 31,






 






Year ended December 31,








(in millions, except percentages)






 






 






2025






 






 






2024






 






% Change






 






 






2025






 






 






2024






 






% Change








Transactional seller revenue






 






$






255.2






 






$






243.5






 






5






%






 






$






928.8






 






$






939.4






 






(1






)%








Transactional buyer revenue






 






 






577.2






 






 






544.8






 






6






%






 






 






2,238.3






 






 






2,067.1






 






8






%








Marketplace services revenue






 






 






85.1






 






 






87.2






 






(2






)%






 






 






335.1






 






 






357.1






 






(6






)%








Total service revenue






 






 






917.5






 






 






875.5






 






5






%






 






 






3,502.2






 






 






3,363.6






 






4






%








Inventory sales revenue






 






 






285.9






 






 






266.1






 






7






%






 






 






1,088.5






 






 






920.6






 






18






%








Total revenue






 






$






1,203.4






 






$






1,141.6






 






5






%






 






$






4,590.7






 






$






4,284.2






 






7






%







For the Fourth Quarter:



GTV increased 4% year over year to $4.3 billion with growth primarily in the commercial construction and transportation (“CC&T”) and automotive sectors. Growth in the CC&T sector was partially driven by the inclusion of J.M. Wood Auction Co., Inc (“J.M. Wood”). Excluding the impact of this acquisition, CC&T GTV increased due to a higher average price per lot sold, driven primarily by improved mix, and higher volumes. In the automotive sector, GTV increased due to year-over-year market share gains, as well as growth in lot volume from existing partners. The average price per vehicle sold in the automotive sector increased due to strength in U.S. insurance vehicles, partially offset by a higher mix of remarketed vehicles compared to the prior-year period and the non-recurrence of significant catastrophic events in the prior year.



Service revenue increased 5% year over year to $917.5 million as a result of a higher average service revenue take rate and higher GTV. Service revenue take rate expanded 10 basis points year over year to 21.4%, primarily driven by a higher buyer fee rate structure.



Inventory sales revenue increased 7% year over year to $285.9 million primarily due to higher revenues from the CC&T sector. Inventory rate declined 120 basis points year over year to 4.5%, due to unfavorable asset mix.



Net income available to common stockholders decreased to $99.1 million, primarily driven by lower operating income, partially offset by lower income tax expense and lower interest expense.



Adjusted EBITDA1 increased 10% year over year driven by a higher service revenue take rate, higher GTV, partially offset by higher operating expenses and lower inventory return.



GTV by Sector




 






 






Three months ended December 31,






 






Year ended December 31,








(in millions, except percentages)






 






 






2025






 






 






2024






 






% Change






 






 






2025






 






 






2024






 






% Change








Automotive






 






$






2,200.7






 






$






2,133.9






 






3






%






 






$






8,659.1






 






$






8,277.6






 






5






%








CC&T






 






 






1,534.7






 






 






1,413.7






 






9






%






 






 






5,663.6






 






 






5,805.8






 






(2






)%








Other






 






 






545.7






 






 






553.6






 






(1






)%






 






 






1,879.2






 






 






1,821.4






 






3






%








Total GTV






 






$






4,281.1






 






$






4,101.2






 






4






%






 






$






16,201.9






 






$






15,904.8






 






2






%







Lots Sold by Sector




 






 






Three months ended December 31,






 






Year ended December 31,








(in '000s of lots sold, except percentages)






 






2025






 






2024






 






% Change






 






2025






 






2024






 






% Change








Automotive






 






624.5






 






611.1






 






2






%






 






2,447.7






 






2,297.2






 






7






%








CC&T






 






103.2






 






102.2






 






1






%






 






376.1






 






432.3






 






(13






)%








Other






 






147.6






 






157.4






 






(6






)%






 






570.0






 






617.3






 






(8






)%








Total lots sold






 






875.3






 






870.7






 






1






%






 






3,393.8






 






3,346.8






 






1






%







Reconciliation of Operating Expenses

(Unaudited)


The following table reconciles as reported operating expenses by line item to adjusted operating expenses to exclude the impact of adjustments, as defined in our Non-GAAP Measures.




 






Three months ended December 31, 2025








(in millions)






Cost of

services






Cost of

inventory

sold






Selling,

general and

administrative

expenses






Acquisition-

related and

integration

costs






Depreciation

and

amortization






Total

operating

expenses








As reported (unaudited)






$






362.5






$






273.1






$






260.2






 






$






9.6






 






$






127.5






 






$






1,032.9






 








Share-based payments expense






 






—






 






—






 






(15.5






)






 






—






 






 






—






 






 






(15.5






)








Acquisition-related and integration costs






 






—






 






—






 






—






 






 






(9.6






)






 






—






 






 






(9.6






)








Restructuring costs






 






—






 






—






 






(4.1






)






 






—






 






 






—






 






 






(4.1






)








Amortization of acquired intangible assets






 






—






 






—






 






—






 






 






—






 






 






(73.1






)






 






(73.1






)








Executive transition costs






 






—






 






—






 






(43.2






)






 






—






 






 






—






 






 






(43.2






)








Loss on divestiture and deconsolidation and related costs






 






—






 






—






 






(2.0






)






 






—






 






 






—






 






 






(2.0






)








Other legal, advisory, and non-income tax expenses






 






—






 






—






 






(6.4






)






 






—






 






 






—






 






 






(6.4






)








Adjusted






$






362.5






$






273.1






$






189.0






 






$






—






 






$






54.4






 






$






879.0






 









_____________________________________








5 For information regarding RB Global's use and definition of this measure, see “Key Operating Metrics” and “Non-GAAP Measures” sections in this news release.










Year ended December 31, 2025








(in millions)






Cost of

services






Cost of

inventory

sold






Selling,

general and

administrative

expenses






Acquisition-

related and

integration

costs






Depreciation

and

amortization






Total

operating

expenses








As reported (unaudited)






$






1,431.3






 






$






1,030.6






 






$






905.2






 






$






19.4






 






$






483.4






 






$






3,869.9






 








Share-based payments expense






 






—






 






 






—






 






 






(76.7






)






 






—






 






 






—






 






 






(76.7






)








Acquisition-related and integration costs






 






—






 






 






—






 






 






—






 






 






(19.4






)






 






—






 






 






(19.4






)








Restructuring costs






 






—






 






 






—






 






 






(17.2






)






 






—






 






 






—






 






 






(17.2






)








Amortization of acquired intangible assets






 






—






 






 






—






 






 






—






 






 






—






 






 






(282.4






)






 






(282.4






)








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






 






—






 






 






—






 






 






(0.2






)






 






—






 






 






—






 






 






(0.2






)








Prepaid consigned vehicle charges






 






0.5






 






 






—






 






 






—






 






 






—






 






 






—






 






 






0.5






 








Executive transition costs






 






—






 






 






—






 






 






(53.7






)






 






—






 






 






—






 






 






(53.7






)








Loss on divestiture and deconsolidation and related costs






 






—






 






 






(1.7






)






 






(4.5






)






 






—






 






 






—






 






 






(6.2






)








Debt refinancing costs






 






—






 






 






—






 






 






(3.9






)






 






—






 






 






—






 






 






(3.9






)








Remeasurements in connection with business combination






 






—






 






 






—






 






 






(0.1






)






 






—






 






 






—






 






 






(0.1






)








Other legal, advisory, and non-income tax expenses






 






(1.0






)






 






—






 






 






(16.9






)






 






—






 






 






—






 






 






(17.9






)








Adjusted






$






1,430.8






 






$






1,028.9






 






$






732.0






 






$






—






 






$






201.0






 






$






3,392.7






 







Upcoming Investor Events


RB Global will participate in the following investor conferences in the first quarter of 2026:



Citi's 2026 Global Industrial Tech and Mobility Conference, February 19, 2026, Miami, United States



Raymond James Institutional Investor Conference, March 3 and 4, 2026, Orlando, United States



Fourth Quarter and Full Year 2025 Earnings Conference Call


RB Global is hosting a conference call to discuss its financial results for the quarter ended December 31, 2025 at 4:30 PM ET on February 17, 2026. The replay of the webcast will be available through February 17, 2027.


Conference call and webcast details are available at the following link: https://investor.rbglobal.com


Other Company Developments


On February 16, 2026, the Company received a final decision from the arbitration panel in its dispute with its former CEO. The arbitration panel awarded the Company’s former CEO with a damages award of $59.6 million. Amounts related to this decision have been reflected in the consolidated financial statements as of and for the year ended December 31, 2025.


About RB Global


RB Global, Inc. (NYSE: RBA) (TSX: RBA) is a leading, omnichannel marketplace that provides value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through our auction sites and digital platform, we have a wide global presence and serve customers across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture. Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, Inc. (“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 and market data-driven intelligence; SmartEquip Inc. (“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.


Forward-looking Statements


This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, “forward-looking statements”), including, in particular, statements regarding future financial and operational results, opportunities, and any other statements regarding events or developments that RB Global believes or anticipates will or may occur in the future. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “confident”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or statements that events or conditions “will”, “would”, “may”, “remain”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond RB Global’s control, including risks and uncertainties related to: our ability to integrate acquisitions, including the recently acquired J.M. Wood; the fact that operating costs and business disruption may be greater than expected; the effect of the consummation of the merger on the trading price of RB Global's common shares; the ability of RB Global to retain and hire key personnel and employees; the significant costs associated with the merger; the outcome of any legal proceedings that have been or could be instituted against RB Global; the ability of the Company to realize anticipated synergies in the amount, manner or timeframe expected or at all; the failure of the Company to achieve expected operating results in the amount, manner or timeframe expected or at all; changes in capital markets and the ability of the Company to generate cash flow and/or finance operations in the manner expected or to de-lever in the timeframe expected; the failure of RB Global or the Company to meet financial forecasts and/or key performance targets including the Company's key operating metrics; the Company’s ability to commercialize new platform solutions and offerings; legislative, regulatory and economic developments affecting the combined business; general economic and market developments and conditions, including as a result of global trade tensions and as a result of current, proposed or future tariffs, including retaliatory tariffs; the evolving legal, regulatory and tax regimes under which RB Global operates; unpredictability and severity of catastrophic events, including, but not limited to, pandemics, acts of terrorism or outbreak of war or hostilities, as well as RB Global’s response to any of the aforementioned factors. Other risks that could cause actual results to differ materially from those described in the forward-looking statements are included in RB Global's periodic reports and other filings with the Securities and Exchange Commission (“SEC”) and/or applicable Canadian securities regulatory authorities, including the risk factors identified under Item 1A “Risk Factors” and the section titled “Summary of Risk Factors” in RB Global’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and RB Global’s periodic reports and other filings with the SEC, which are available on the SEC, SEDAR and RB Global’ websites. The foregoing list is not exhaustive of the factors that may affect RB Global’s forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, and actual results may differ materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements are made as of the date of this news release and RB Global does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you should not place undue reliance on forward-looking statements.


Key Operating Metrics


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


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


Total service revenue take rate: Total service revenue divided by total GTV.


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


Inventory rate: Inventory return divided by inventory sales revenue.


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


GTV and Condensed Consolidated Income Statements

(In millions, except per share data)

(Unaudited)




 






 






Three months ended December 31,






Year ended December 31,








 






 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








GTV






 






$






4,281.1






 






 






$






4,101.2






 






 






$






16,201.9






 






 






$






15,904.8






 








Revenue:






 






 






 






 






 






 






 






 








Service revenue






 






$






917.5






 






 






$






875.5






 






 






$






3,502.2






 






 






$






3,363.6






 








Inventory sales revenue






 






 






285.9






 






 






 






266.1






 






 






 






1,088.5






 






 






 






920.6






 








Total revenue






 






 






1,203.4






 






 






 






1,141.6






 






 






 






4,590.7






 






 






 






4,284.2






 








Operating expenses:






 






 






 






 






 






 






 






 








Costs of services






 






 






362.5






 






 






 






374.2






 






 






 






1,431.3






 






 






 






1,415.7






 








Cost of inventory sold






 






 






273.1






 






 






 






251.0






 






 






 






1,030.6






 






 






 






863.8






 








Selling, general and administrative






 






 






260,2






 






 






 






189.4






 






 






 





905.2

 






 






 






773.9






 








Acquisition-related and integration costs






 






 






9.6






 






 






 






6.1






 






 






 






19.4






 






 






 






29.0






 








Depreciation and amortization






 






 






127.5






 






 






 






114.5






 






 






 






483.4






 






 






 






444.4






 








Total operating expenses






 






 






1,032.9






 






 






 






935.2






 






 






 






3,869.9






 






 






 






3,526.8






 








Gain on disposition of property, plant and equipment






 






 






0.6






 






 






 






0.6






 






 






 






2.2






 






 






 






3.8






 








Gain (loss) on divestiture and deconsolidation, net






 






 






5.9






 






 






 






—






 






 






 






(9.6






)






 






 






—






 








Operating income






 






 






177.0






 






 






 






207.0






 






 






 






713.4






 






 






 






761.2






 








Interest expense






 






 






(46.0






)






 






 






(52.7






)






 






 






(191.6






)






 






 






(233.7






)








Interest income






 






 






4.3






 






 






 






5.9






 






 






 






14.9






 






 






 






26.2






 








Other income (loss), net






 






 






0.6






 






 






 






0.5






 






 






 






(0.1






)






 






 






(1.7






)








Foreign exchange loss






 






 






(0.4






)






 






 






(0.3






)






 






 






(1.0






)






 






 






(1.9






)








Income before income taxes






 






 






135.5






 






 






 






160.4






 






 






 






535.6






 






 






 






550.1






 








Income tax expense






 






 






26.1






 






 






 






42.0






 






 






 






108.0






 






 






 






137.3






 








Net income






 






$






109.4






 






 






$






118.4






 






 






$






427.6






 






 






$






412.8






 








Net income (loss) attributable to:






 






 






 






 






 






 






 






 








Controlling interests






 






$






109.7






 






 






$






118.5






 






 






$






428.4






 






 






$






413.1






 








Redeemable non-controlling interests






 






 






(0.3






)






 






 






(0.1






)






 






 






(0.8






)






 






 






(0.3






)








Net income






 






$






109.4






 






 






$






118.4






 






 






$






427.6






 






 






$






412.8






 








 






 






 






 






 






 






 






 






 








Net income attributable to controlling interests






 






$






109.7






 






 






$






118.5






 






 






$






428.4






 






 






$






413.1






 








Cumulative dividends on Series A Senior Preferred Shares






 






 






(6.6






)






 






 






(6.7






)






 






 






(26.7






)






 






 






(26.7






)








Allocated earnings to Series A Senior Preferred Shares






 






 






(3.7






)






 






 






(4.0






)






 






 






(14.2






)






 






 






(13.7






)








Adjustment of redeemable non-controlling interest






 






 






(0.3






)






 






 






—






 






 






 






(5.3






)






 






 






—






 








Net income available to common stockholders






 






$






99.1






 






 






$






107.8






 






 






$






382.2






 






 






$






372.7






 








 






 






 






 






 






 






 






 






 








Basic earnings per share available to common stockholders






 






$






0.53






 






 






$






0.58






 






 






$






2.06






 






 






$






2.03






 








Diluted earnings per share available to common stockholders






 






$






0.53






 






 






$






0.58






 






 






$






2.04






 






 






$






2.01






 








 






 






 






 






 






 






 






 






 








Basic weighted average number of shares outstanding






 






 






185.8






 






 






 






184.6






 






 






 






185.4






 






 






 






184.0






 








Diluted weighted average number of shares outstanding






 






 






187.3






 






 






 






186.0






 






 






 






186.9






 






 






 






185.3






 







Condensed Consolidated Balance Sheets

(In millions, except per share data)

(Unaudited)




 






 






December 31,

2025






 






December 31,

2024








Assets






 






 






 






 








Current assets:






 






 






 






 








Cash and cash equivalents






 






$






531.5






 






 






$






533.9






 








Restricted cash






 






 






163.3






 






 






 






174.9






 








Trade and other receivables, net of allowance for credit losses of $8.6 and $7.2 respectively






 






 






706.3






 






 






 






709.4






 








Prepaid consigned vehicle charges






 






 






62.4






 






 






 






67.9






 








Inventory






 






 






139.8






 






 






 






121.5






 








Other current assets






 






 






107.8






 






 






 






77.0






 








Income taxes receivable






 






 






73.7






 






 






 






30.2






 








Total current assets






 






 






1,784.8






 






 






 






1,714.8






 








Property, plant and equipment, net






 






 






1,522.3






 






 






 






1,275.4






 








Operating lease right-of-use assets






 






 






1,545.5






 






 






 






1,529.1






 








Other non-current assets






 






 






149.4






 






 






 






98.4






 








Intangible assets, net






 






 






2,464.5






 






 






 






2,668.7






 








Goodwill






 






 






4,668.0






 






 






 






4,511.8






 








Deferred tax assets






 






 






8.5






 






 






 






8.8






 








Total assets






 






$






12,143.0






 






 






$






11,807.0






 








Liabilities, Temporary Equity and Stockholders' Equity






 






 






 






 








Current liabilities:






 






 






 






 








Auction proceeds payable






 






$






457.9






 






 






$






378.0






 








Trade and other liabilities






 






 






836.5






 






 






 






782.0






 








Current operating lease liabilities






 






 






128.2






 






 






 






113.3






 








Income taxes payable






 






 






6.7






 






 






 






26.2






 








Short-term debt






 






 






137.5






 






 






 






27.7






 








Current portion of long-term debt






 






 






51.2






 






 






 






4.1






 








Total current liabilities






 






 






1,618.0






 






 






 






1,331.3






 








Long-term operating lease liabilities






 






 






1,456.8






 






 






 






1,431.1






 








Long-term debt






 






 






2,282.8






 






 






 






2,622.1






 








Other non-current liabilities






 






 






158.5






 






 






 






97.4






 








Deferred tax liabilities






 






 






559.2






 






 






 






608.7






 








Total liabilities






 






 






6,075.3






 






 






 






6,090.6






 








Temporary equity:






 






 






 






 








Series A Senior Preferred Shares; 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: 185.9 million and 184.7 million






 






 






4,365.1






 






 






 






4,258.5






 








Retained earnings






 






 






1,254.6






 






 






 






1,090.3






 








Accumulated other comprehensive loss






 






 






(48.3






)






 






 






(124.8






)








Stockholders' equity






 






 






5,571.4







 






 






5,224.0






 








Non-controlling interests






 






 






1.7






 






 






 






2.3






 








Total stockholders' equity






 






 






5,573.1






 






 






 






5,226.3






 








Total liabilities, temporary equity and stockholders' equity






 






$






12,143.0






 






 






$






11,807.0








Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)




Year ended December 31,






 






 






2025






 






 






 






2024






 








Cash provided by (used in):






 






 






 






 








Operating activities:






 






 






 






 








Net income






 






$






427.6






 






 






$






412.8






 








Adjustments for items not affecting cash:






 






 






 






 








Depreciation and amortization






 






 






483.4






 






 






 






444.4






 








Share-based payments expense






 






 






66.0






 






 






 






62.4






 








Deferred income taxes






 






 






(54.2






)






 






 






(69.2






)








Gain on disposition of property, plant and equipment






 






 






(2.2






)






 






 






(3.8






)








Loss on divestiture and deconsolidation, net






 






 






9.6






 






 






 






—






 








Allowance for expected credit losses






 






 






1.4






 






 






 






5.1






 








Amortization of debt issuance costs






 






 






9.4






 






 






 






12.5






 








Amortization of right-of-use assets






 






 






160.3






 






 






 






154.4






 








Inventory write-downs






 






 






8.3






 






 






 






14.9






 








Other, net






 






 






4.8






 






 






 






(1.7






)








Net changes in operating assets and liabilities






 






 






(136.2






)






 






 






(99.8






)








Net cash provided by operating activities






 






 






978.2






 






 






 






932.0






 








Investing activities:






 






 






 






 








Acquisitions, net of cash acquired






 






 






(192.8






)






 






 






(8.6






)








Divestiture, net of cash transferred






 






 






35.3






 






 






 






—






 








Property, plant and equipment additions






 






 






(259.0






)






 






 






(167.4






)








Proceeds on disposition of property, plant and equipment






 






 






5.3






 






 






 






2.6






 








Intangible asset additions






 






 






(116.5






)






 






 






(109.5






)








Repayment of loans receivable






 






 






21.1






 






 






 






8.1






 








Issuance of loans receivable






 






 






(41.1






)






 






 






(24.1






)








Other, net






 






 






(5.2






)






 






 






(2.7






)








Net cash used in investing activities






 






 






(552.9






)






 






 






(301.6






)








Financing activities:






 






 






 






 








Dividends paid






 






 






(258.1






)






 






 






(240.2






)








Proceeds from exercise of options and employee stock purchase plan






 






 






50.5






 






 






 






75.5






 








Payment of withholding taxes on issuance of shares






 






 






(20.8






)






 






 






(14.8






)








Net increase in short-term debt






 






 






102.8






 






 






 






14.5






 








Proceeds from long-term debt






 






 






275.0






 






 






 






—






 








Repayment of long-term debt






 






 






(576.7






)






 






 






(454.4






)








Payment of debt issue costs






 






 






(4.4






)






 






 






(0.3






)








Repayment of finance lease and equipment financing obligations






 






 






(31.6






)






 






 






(26.5






)








Proceeds of equipment financing obligations






 






 






3.8






 






 






 






2.6






 








Payment of contingent consideration






 






 






(1.9






)






 






 






(1.9






)








Net cash used in financing activities






 






 






(461.4






)






 






 






(645.5






)








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






 






 






22.1






 






 






 






(24.0






)








Net decrease in cash, cash equivalents, and restricted cash






 






 






(14.0






)






 






 






(39.1






)








Cash, cash equivalents, and restricted cash, beginning of period






 






 






708.8






 






 






 






747.9






 








Cash, cash equivalents, and restricted cash, end of period






 






$






694.8






 






 






$






708.8






 







Non-GAAP Measures

(Unaudited)


This news release references non-GAAP measures. These measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP.


The Company has not provided a reconciliation of Adjusted EBITDA outlook for fiscal 2026 to GAAP net income, the most directly comparable GAAP financial measure, because without unreasonable efforts, it is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate Adjusted EBITDA, including but not limited to: (a) the net loss or gain on the sale of property plant & equipment, or other assets (b) loss on divestiture and deconsolidation and related costs (c) acquisition-related or integration costs relating to our mergers and acquisition activity, including severance costs, (d) restructuring costs, (e) other legal, advisory and non-income tax expenses, (f) share-based payments compensation expense, which value is directly impacted by the fluctuations in our share price and other variables, and (g) other expenses that we do not believe are indicative of our ongoing operations. These adjustments are uncertain, depend on various factors that are beyond our control and could have a material impact on net income for fiscal 2026.


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


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


The Company believes that adjusted net income available to common stockholders provides useful information about the growth or decline of the net income available to common stockholders for the relevant financial period and eliminates the financial impact of adjusting items the Company does not consider to be part of the 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 the Company does not consider to be part of the normal operating results.


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


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


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


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:




 






 






Three months ended December 31,






 






Year ended December 31,








 






 






 






2025






 






 






 






2024






 






 






% Change






 






 






2025






 






 






 






2024






 






 






% Change








Net income available to common stockholders






 






$






99.1






 






 






$






107.8






 






 






(8






)%






 






$






382.2






 






 






$






372.7






 






 






3






%








Share-based payments expense






 






 






15.5






 






 






 






15.2






 






 






2






%






 






 






76.7






 






 






 






56.3






 






 






36






%








Acquisition-related and integration costs






 






 






9.6






 






 






 






6.1






 






 






57






%






 






 






19.4






 






 






 






29.0






 






 






(33






)%








Restructuring costs






 






 






4.1






 






 






 






—






 






 






NM






 






 






 






17.2






 






 






 






—






 






 






NM






 








Amortization of acquired intangible assets






 






 






73.1






 






 






 






68.5






 






 






7






%






 






 






282.4






 






 






 






274.9






 






 






3






%








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






 






 






(0.6






)






 






 






—






 






 






NM






 






 






 






(2.0






)






 






 






(1.2






)






 






67






%








Prepaid consigned vehicles charges






 






 






—






 






 






 






(0.7






)






 






NM






 






 






 






(0.5






)






 






 






(4.7






)






 






(89






)%








Executive transition costs






 






 






43.2






 






 






 






2.4






 






 






1,700






%






 






 






53.7






 






 






 






6.7






 






 






701






%








(Gain) loss on divestiture and deconsolidation, net and related costs






 






 






(3.9






)






 






 






—






 






 






NM






 






 






 






15.8






 






 






 






—






 






 






NM






 








Debt refinancing costs






 






 






—






 






 






 






—






 






 






NM






 






 






 






3.9






 






 






 






—






 






 






NM






 








Remeasurements in connection with business combinations






 






 






—






 






 






 






—






 






 






NM






 






 






 






0.1






 






 






 






1.2






 






 






(92






)%








Other legal, advisory and non-income tax expenses






 






 






7.0






 






 






 






1.3






 






 






438






%






 






 






19.7






 






 






 






13.4






 






 






47






%








Accretion of deferred consideration






 






 






—






 






 






 






—






 






 






NM






 






 






 






0.7






 






 






 






—






 






 






NM






 








Related tax effects of the above






 






 






(36.2






)






 






 






(21.5






)






 






68






%






 






 






(114.5






)






 






 






(91.4






)






 






25






%








Related allocation of the above to participating securities






 






 






(3.9






)






 






 






(2.5






)






 






56






%






 






 






(13.1






)






 






 






(10.1






)






 






30






%








Adjustment of redeemable non-controlling interest






 






 






0.3






 






 






 






—






 






 






NM






 






 






 






5.3






 






 






 






—






 






 






NM






 








Adjusted net income available to common stockholders






 






$






207.3






 






 






$






176.6






 






 






17






%






 






$






747.0






 






 






$






646.8






 






 






15






%








Weighted average number of dilutive shares outstanding






 






 






187.3






 






 






 






186.0






 






 






1






%






 






 






186.9






 






 






 






185.3






 






 






1






%








Diluted earnings per share available to common stockholders






 






$






0.53






 






 






$






0.58






 






 






(9






)%






 






$






2.04






 






 






$






2.01






 






 






1






%








Diluted adjusted earnings per share available to common stockholders






 






$






1.11






 






 






$






0.95






 






 






17






%






 






$






4.00






 






 






$






3.49






 






 






15






%









NM = Not meaningful







Adjusted EBITDA


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


Adjusted EBITDA is calculated by adding back depreciation and amortization, interest expense, and income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items.


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:




 






 






Three months ended December 31,






 






Year ended December 31,








 






 






 






2025






 






 






 






2024






 






 






% Change






 






 






2025






 






 






 






2024






 






 






% Change








Net income






 






$






109.4






 






 






$






118.4






 






 






(8






)%






 






$






427.6






 






 






$






412.8






 






 






4






%








Add: depreciation and amortization






 






 






127.5






 






 






 






114.5






 






 






11






%






 






 






483.4






 






 






 






444.4






 






 






9






%








Add: interest expense






 






 






46.0






 






 






 






52.7






 






 






(13






)%






 






 






191.6






 






 






 






233.7






 






 






(18






)%








Less: interest income






 






 






(4.3






)






 






 






(5.9






)






 






(27






)%






 






 






(14.9






)






 






 






(26.2






)






 






(43






)%








Add: income tax expense






 






 






26.1






 






 






 






42.0






 






 






(38






)%






 






 






108.0






 






 






 






137.3






 






 






(21






)%








EBITDA






 






 






304.7






 






 






 






321.7






 






 






(5






)%






 






 






1,195.7






 






 






 






1,202.0






 






 






(1






)%








Share-based payments expense






 






 






15.5






 






 






 






15.2






 






 






2






%






 






 






76.7






 






 






 






56.3






 






 






36






%








Acquisition-related and integration costs






 






 






9.6






 






 






 






6.1






 






 






57






%






 






 






19.4






 






 






 






29.0






 






 






(33






)%








Restructuring costs






 






 






4.1






 






 






 






—






 






 






NM






 






 






 






17.2






 






 






 






—






 






 






NM






 








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






 






 






(0.6






)






 






 






—






 






 






NM






 






 






 






(2.0






)






 






 






(1.2






)






 






67






%








Prepaid consigned vehicles charges






 






 






—






 






 






 






(0.7






)






 






NM






 






 






 






(0.5






)






 






 






(4.7






)






 






(89






)%








Executive transition costs






 






 






43.2






 






 






 






2.4






 






 






1,700






%






 






 






53.7






 






 






 






6.7






 






 






701






%








(Gain) loss on divestiture and deconsolidation, net and related costs






 






 






(3.9






)






 






 






—






 






 






NM






 






 






 






15.8






 






 






 






—






 






 






NM






 








Debt refinancing costs






 






 






—






 






 






 






—






 






 






NM






 






 






 






3.9






 






 






 






—






 






 






NM






 








Remeasurements in connection with business combinations






 






 






—






 






 






 






—






 






 






NM






 






 






 






0.1






 






 






 






1.2






 






 






(92






)%








Other legal, advisory and non-income tax expenses






 






 






7.0






 






 






 






1.3






 






 






438






%






 






 






19.7






 






 






 






13.4






 






 






47






%








Adjusted EBITDA






 






$






379.6






 






 






$






346.0






 






 






10






%






 






$






1,399.7






 






 






$






1,302.7






 






 






7






%









NM = Not meaningful







Adjusted Net Debt and Adjusted Net Debt/Adjusted EBITDA Reconciliation


The Company believes that comparing adjusted net debt to adjusted EBITDA on a trailing twelve-month basis, across different periods, provides useful information to investors about the Company's operational performance and financial flexibility. This ratio indicates the period of time it would take to repay both our short- and long-term debt from operating earnings. The Company does not consider this to be a measure of its liquidity, which is its ability to meet short-term obligations, but rather a measure of how well it manages its liquidity position.


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


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




Year ended December 31,






 






 






2025






 






 






 






2024






 






 






% Change








Short-term debt






 






$






137.5






 






 






$






27.7






 






 






396






%








Long-term debt






 






 






2,334.0






 






 






 






2,626.2






 






 






(11






)%








Debt






 






 






2,471.5






 






 






 






2,653.9






 






 






(7






)%








Less: cash and cash equivalents






 






 






(531.5






)






 






 






(533.9






)






 






—






%








Adjusted net debt






 






$






1,940.0






 






 






$






2,120.0






 






 






(8






)%








Net income






 






$






427.6






 






 






$






412.8






 






 






4






%








Adjusted EBITDA






 






$






1,399.7






 






 






$






1,302.7






 






 






7






%








Debt/net income






 






5.8 x






 






6.4 x






 






(9






)%








Adjusted net debt/adjusted EBITDA






 






1.4 x






 






1.6 x






 






(13






)%









NM = Not meaningful







Adjusting items for the year ended December 31, 2025:


Recognized in the fourth quarter of 2025:



$15.5 million share-based payments expense.



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



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



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



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



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



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



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



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



Recognized in the third quarter of 2025:



$21.6 million share-based payments expense.



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



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



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



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



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



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



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



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



Recognized in the second quarter of 2025:



$25.2 million share-based payments expense.



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



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



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



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



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



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



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



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



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



Recognized in the first quarter of 2025:



$14.4 million share-based payments expense.



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



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



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



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



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



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



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



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

View source version on businesswire.com: https://www.businesswire.com/news/home/20260217658502/en/
For further information, please contact:

Sameer Rathod | Vice President, Investor Relations and Market Intelligence

1-510-381-7584 | srathod@rbglobal.com


Original: RB Global Reports Fourth Quarter and Full Year 2025 Results