Rb Global, Inc
A maker of online and in-person auctions for heavy equipment and vehicles, RB Global runs one of the world's largest marketplaces where construction machinery, trucks, and used cars change hands. It was born in 1958 when three Canadian brothers—Ken, John, and Dave Ritchie—held an auction to pay off the bank note on their family furniture store, then kept at it every Thursday night. In 2023 the company, long known as Ritchie Bros., bought the salvage-car auction firm IAA and rebranded as RB Global.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
This discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements”, the condensed consolidated financial statements and notes thereto included in Part I, Item 1. Financial Statements of this Quarterly Report on Form 10-Q, a…
This discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements”, the condensed consolidated financial statements and notes thereto included in Part I, Item 1. Financial Statements of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, available on our website at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR+ at www.sedarplus.ca. In the accompanying analysis of financial information, we sometimes refer to non-GAAP measures. Refer to the Non-GAAP Measures section of this discussion and analysis for the definitions of, and reasons we use, these non-GAAP measures and the reconciliations to their most directly comparable GAAP measures. Unless otherwise indicated, all amounts in the following tables are in millions, except per share amounts. Overview For a complete overview of our business, refer to Part I, Item 1: Business of our Annual Report on Form 10-K for the year ended December 31, 2025. The Company completed the acquisitions of BigIron Auction Company ("BigIron") and Blackmon Auctions ("Blackmon") during the second quarter of 2026. During the second quarter of 2026, we revised our sector presentation. Historically, we organized sector disclosures into (i) Automotive, (ii) Commercial, Construction and Transportation ("CC&T"), and (iii) Other. Under the revised presentation, the former CC&T sector and certain asset categories previously included in Other have been combined into Heavy Equipment & Transportation ("HE&T"). HE&T includes heavy equipment and machinery, commercial transportation assets, and equipment serving the agriculture, forestry and energy industries. Other primarily includes consumer items, real estate, and dismantled vehicle parts1. The composition of Automotive is unchanged and continues to include both salvage and non-salvage, or remarketed, passenger vehicles. Each sector includes both salvage and non-salvage transactions across all of our marketplace brands. Prior-period GTV and lots sold information has been recast to conform to the current presentation. The recast relates solely to the classification of amounts between sectors and does not impact total consolidated GTV or lots sold. Key Operating Metrics We regularly review a number of metrics, including the following key operating metrics, to evaluate our business, measure our performance, identify trends affecting our business, and make operating decisions. We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our operational strategies. Gross Transaction Value ("GTV"): Represents total proceeds from all items sold on our auctions and online marketplaces, third-party online marketplaces, private brokerage services and other disposition channels. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in the Company’s condensed consolidated financial statements. Inventory return: Inventory sales revenue less cost of inventory sold. Inventory rate: Inventory return divided by inventory sales revenue. Total lots sold: A single asset to be sold or a group of assets bundled for sale as one unit. 1 Until June 21, 2025, the date of deconsolidation of our parts dismantling business in connection with the LKQ SYNETIQ transaction described in the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. RB Global, Inc. 19 Table of Contents Financial Highlights For the second quarter of 2026, as compared to the second quarter of 2025: •Total GTV increased 11% to $4.7 billion •Total revenue increased 11% to $1.3 billion ◦Service revenue increased 5% to $933.4 million ◦Inventory sales revenue increased 28% to $383.7 million •Net income increased 31% to $143.6 million •Net income available to common stockholders increased 33% to $132.0 million •Diluted earnings per share (“EPS”) available to common stockholders increased 34% to $0.71 per share •Diluted adjusted EPS available to common stockholders increased 6% to $1.13 per share •Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 6% to $387.2 million Macroeconomic Conditions and Trends Various macroeconomic conditions and trends, including inflationary pressures, actual or potential tariffs, and volatility in interest rates, affect our business, GTV, and operating costs. GTV may be further influenced by unit volume growth and changes in average selling prices, which in part are driven by prevailing market conditions. Heavy Equipment & Transportation Industry volumes are influenced by a broad range of factors, including macroeconomic conditions, demographic trends, government initiatives, infrastructure investment, ongoing investment in food and farm productivity, and commodity prices. Structural shifts in the market, such as the expansion of data centers, increased manufacturing activity, and re‑shoring efforts, also play a significant role in shaping demand. We continued to observe early indications of improving seller confidence in select end markets, supported by stabilizing values for used equipment and continued strength in large-scale construction projects. However, customer decision-making became more deliberate during the second quarter as uncertainty increased. Automotive Industry unit volume growth is influenced by both the total number of accidents and the proportion of those accidents classified as total losses. Accident frequency is primarily driven by the number of vehicles in operation and aggregate miles traveled. A substantial percentage of these accidents are insured, and insurer involvement plays an important role in determining whether a vehicle is deemed a total loss. At the same time, underinsured accidents continue to create headwinds for industry volumes, as insufficient coverage may delay or reduce total‑loss designations and thereby limit the flow of vehicles into salvage channels. Total‑loss determinations are shaped by several factors, including used vehicle pricing, vehicle age, design complexity, technology content, and repair costs. In the second quarter of 2026, the inflation differential between automotive repair costs and used vehicle prices remained positive. This dynamic supports a higher percentage of total‑loss determinations relative to overall accidents, creating a favorable environment for salvage activity despite the moderating impact of underinsured incidents. Recent Developments •On May 15, 2026, the Company completed its acquisition of BigIron, a U.S.-based online marketplace for agricultural equipment, land, and livestock. The acquisition is expected to accelerate the Company’s strategic expansion into the U.S. agriculture sector. •On April 13, 2026, the Company acquired the business assets of Blackmon, a U.S.-based auction provider serving the construction, transportation, agriculture, and real estate sectors. The acquisition is expected to strengthen the Company’s presence and expand its footprint in the south central U.S. •The Company repurchased and retired 1.5 million of common shares for proceeds of $150.0 million during the second quarter of 2026. As of June 30, 2026, $350.0 million remains available and authorized for common stock repurchases under the Normal Course Issuer Bid approved in the first quarter of 2026. •On July 21, 2026, the Company increased its quarterly cash dividend from $0.31 to $0.33 per common share. Refer to Dividend Information for further information. RB Global, Inc. 20 Table of Contents Results of Operations Three months ended June 30, Six months ended June 30, 2026 2025 % Change 2026 2025 % Change Service revenue $ 933.4 $ 887.2 5% $ 1,831.1 $ 1,739.7 5% Inventory sales revenue 383.7 298.8 28% 720.6 554.9 30% Total revenue 1,317.1 1,186.0 11% $ 2,551.7 $ 2,294.6 11% Costs of services 381.6 353.9 8% 746.7 715.8 4% Cost of inventory sold 360.9 286.4 26% 667.6 521.4 28% Selling, general and administrative 210.8 222.2 (5)% 425.0 427.2 (1)% Acquisition-related and integration costs 7.7 2.7 185% 13.9 5.8 140% Depreciation and amortization 130.4 116.7 12% 257.1 231.2 11% Total operating expenses 1,091.4 981.9 11% $ 2,110.3 $ 1,901.4 11% Gain (loss) on disposition of property, plant and equipment (0.9) — NM 0.9 0.4 125% Loss on deconsolidation — (15.5) NM — (15.5) NM Operating income $ 224.8 $ 188.6 19% $ 442.3 $ 378.1 17% Net income $ 143.6 $ 109.7 31% 279.2 223.0 25% Net income available to common stockholders 132.0 99.5 33% 256.6 202.4 27% Effective tax rate 22.8% 24.6% (180)bps 22.3% 22.7% (40)bps Service GTV $ 4,289.0 $ 3,899.3 10% 8,293.0 7,472.1 11% Inventory GTV 383.7 298.8 28% 720.6 554.9 30% Inventory return $ 22.8 $ 12.4 84% $ 53.0 $ 33.5 58% Inventory rate 5.9% 4.1% 180bps 7.4% 6.0% 140bps NM - Not meaningful Gross Transaction Value The following tables present total GTV by geography and by sector for the periods indicated: Three months ended June 30, Six months ended June 30, 2026 2025 % Change 2026 2025 % Change United States $ 3,428.8 $ 2,955.2 16 % $ 6,774.7 $ 6,016.3 13 % Canada 823.1 906.2 (9) % 1,391.5 1,395.0 — % International 420.8 336.7 25 % 847.4 615.7 38 % Total GTV $ 4,672.7 $ 4,198.1 11 % $ 9,013.6 $ 8,027.0 12 % Three months ended June 30, Six months ended June 30, 2026 2025 % Change 2026 2025 % Change Automotive $ 2,448.7 $ 2,161.5 13 % $ 4,737.9 $ 4,306.2 10 % Heavy Equipment & Transportation 2,076.6 1,928.1 8 % 4,020.1 3,490.8 15 % Other 147.4 108.5 36 % 255.6 230.0 11 % Total GTV $ 4,672.7 $ 4,198.1 11 % $ 9,013.6 $ 8,027.0 12 % RB Global, Inc. 21 Table of Contents The following table presents total lots sold by sector for the periods indicated (thousands of lots sold): Three months ended June 30, Six months ended June 30, 2026 2025 % Change 2026 2025 % Change Automotive 658.8 595.9 11 % 1,290.1 1,221.5 6 % Heavy Equipment & Transportation 200.0 186.4 7 % 379.4 342.9 11 % Other 52.4 64.9 (19) % 99.2 137.9 (28) % Total lots sold 911.2 847.2 8 % 1,768.7 1,702.3 4 % GTV increased 11% in the second quarter of 2026 and 12% in the first six months of 2026, primarily due to strong performance in the Automotive and HE&T sectors, supported by the inclusion of the results of J.M. Wood Auction Co., Inc. ("J.M. Wood"), acquired in the third quarter of 2025, Smith Broughton Pty Ltd (“Smith Broughton”), acquired in the fourth quarter of 2025, and BigIron, acquired in the second quarter of 2026. Automotive Automotive GTV increased 13% in the second quarter of 2026 and 10% in the first six months of 2026, primarily due to increases in average price per lot sold and unit volume, driven by market share gains and organic growth in the United States and International regions. These increases were partially offset by lower unit volumes in Canada. Heavy Equipment & Transportation HE&T GTV increased 8% in the second quarter of 2026, primarily due to the inclusion of J.M. Wood, BigIron, and Smith Broughton. Excluding the impact of these acquisitions, HE&T GTV decreased slightly due to lower unit volumes in Canada, partially offset by higher unit volumes in the International and United States regions. HE&T GTV increased 15% in the first six months of 2026, primarily due to the inclusion of J.M. Wood, BigIron, and Smith Broughton. Excluding the impact of these acquisitions, HE&T GTV increased due to a higher average price per lot sold and higher unit volumes. Service Revenue The following table presents service revenue disaggregated by type for the periods indicated: Three months ended June 30, Six months ended June 30, 2026 2025 % Change 2026 2025 % Change Transactional seller revenue $ 239.2 $ 241.0 (1) % $ 480.5 $ 457.8 5 % Transactional buyer revenue 610.9 560.6 9 % 1,188.4 1,117.3 6 % Marketplace services revenue 83.3 85.6 (3) % 162.2 164.6 (1) % Total service revenue $ 933.4 $ 887.2 5 % $ 1,831.1 $ 1,739.7 5 % Transactional seller revenue Transactional seller revenue decreased 1% in the second quarter of 2026, primarily due to Automotive price incentives tied to transaction volumes, including the impact of a customer contract executed during the second quarter that provides rebates based on full-year transaction volumes, and lower HE&T service GTV, partially offset by the inclusion of BigIron and J.M. Wood. Transactional seller revenue increased 5% in the first six months of 2026, primarily due to the inclusion of the J.M. Wood and BigIron, Automotive and HE&T service GTV growth, and a higher HE&T average seller commission rate due to a favorable contract mix, partially offset by the impact of Automotive price incentives tied to transaction volumes. Transactional buyer revenue Transactional buyer revenue increased 9% in the second quarter of 2026 and 6% in the first six months of 2026, driven by higher Automotive GTV and higher HE&T GTV, due to the inclusion of J.M. Wood and BigIron, partially offset by lower average buyer fee rate due to acquired businesses contributing at lower rates. Inventory Sales Revenue Inventory sales revenue increased 28% in the second quarter of 2026 and 30% in the first six months of 2026, primarily due to higher HE&T inventory sales driven by higher unit volumes and contract mix, and the inclusion of J.M. Wood and Smith Broughton. These increases were partially offset by lower Automotive inventory sales. RB Global, Inc. 22 Table of Contents Costs of Services Costs of services increased 8% in the second quarter of 2026, primarily due to Automotive sector volume growth, which drove higher tow costs, employee compensation costs, property costs, and search and titling fees, and the inclusion of employee compensation costs related to recently acquired companies. Costs of services increased 4% in the first six months of 2026 for the reasons discussed above, partially offset by the recovery of accrued Canadian Digital Services Tax ("DST") relating to the period of July 1, 2024 to March 26, 2026, recorded in the first quarter of 2026 following its repeal on March 26, 2026. Note that DST incurred post-July 1, 2024 was previously recorded within cost of services, while the retrospectively enacted portion, relating to the period of January 1, 2022 to June 30, 2024, was previously recorded within selling, general and administrative. Cost of Inventory Sold and Inventory Rate Inventory rate increased 180bps to 5.9% in the second quarter of 2026 and 140bps to 7.4% in the first six months of 2026, primarily due to favorable pricing in the HE&T sector in all regions. Selling, General and Administrative Selling, general and administrative expenses decreased 5% in the second quarter of 2026, primarily due to decreases in employee compensation costs, including share-based payment expense, and lower professional fees driven by the non-recurrence of the debt refinancing and certain other strategic initiatives which occurred in the second quarter of 2025. These decreases were partially offset by the inclusion of recently acquired companies, increased travel, advertising and promotion costs associated with industry events, and increased software license costs. Selling, general and administrative expenses decreased 1% in the first six months of 2026 for the same reasons discussed above and the recovery of the portion of accrued DST recorded within selling, general and administrative recorded in the first quarter of 2026. Acquisition-related and Integration Costs Acquisition-related and integration costs increased 185% in the second quarter of 2026 and 140% for the first six months of 2026, primarily due to expense recognized over the requisite service periods for acquisition-related deferred payment arrangements, associated with the acquisitions of J.M. Wood and BigIron. Operating Income Operating income increased 19% in the second quarter of 2026 and 17% in the first six months of 2026, primarily driven by higher flow-through from service revenue, increased inventory return, the non-recurrence of the loss on deconsolidation associated with the LKQ SYNETIQ transaction recognized in the second quarter of 2025, and lower selling, general and administrative expenses. These increases were partially offset by higher depreciation and amortization expense. Income Tax Expense and Effective Tax Rate The effective tax rate decreased 180 bps to 22.8% in the second quarter of 2026 and 40 bps to 22.3% in the first six months of 2026, primarily due to a lower valuation allowance and a higher estimated Foreign-Derived Intangible Income ("FDII") benefit compared to the comparative quarter. These favorable impacts were partially offset by a higher estimate of non-deductible expenses. Net Income Available to Common Stockholders Net income available to common stockholders increased 33% in the second quarter of 2026 and 27% in the first six months of 2026, primarily due to higher operating income as discussed above, and lower interest expense. These increases were partially offset by an increase in income tax expense. RB Global, Inc. 23 Table of Contents U.S. Dollar Exchange Rate Comparison We conduct global operations in various currencies. The following table presents the variance in select foreign exchange rates over the comparative reporting periods: Value of one local currency to U.S. dollar 2026 2025 % Change Period-end exchange rate - June 30, Canadian dollar 0.70 0.73 (4) % Euro 1.14 1.18 (3) % British pound sterling 1.33 1.37 (3) % Australian dollar 0.69 0.66 5 % Average exchange rate - Three months ended June 30, Canadian dollar 0.72 0.72 — % Euro 1.16 1.13 3 % British pound sterling 1.34 1.33 1 % Australian dollar 0.71 0.64 11 % Average exchange rate - Six months ended June 30, Canadian dollar 0.73 0.71 2 % Euro 1.17 1.09 7 % British pound sterling 1.34 1.30 4 % Australian dollar 0.70 0.63 11 % Foreign exchange did not have a material impact on our results of operations in the second quarter of 2026, when compared to the corresponding period in the prior year. Liquidity and Capital Resources Our liquidity is primarily affected by fluctuations in cash flow from operations, significant acquisitions, dividend payments, capital spending, common share repurchases, and repayments of debt. We are also committed under various letters of credit and provide certain guarantees in the normal course of business. We believe our principal sources of liquidity, which include cash and cash equivalents, cash flow from operations, and unused capacity under our revolving credit facilities of $700.5 million (discussed in further detail below), are sufficient to fund current and planned operating activities. In the current interest rate environment, we will continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases. Our most significant short-term cash requirements include, among others, (i) dividend payments, (ii) settlements with consignors, (iii) employee compensation, with the majority of annual short-term incentive compensation paid annually in the first quarter, (iv) income tax installments, (v) scheduled debt repayments and interest payments, (vi) committed information technology and other capital expenditures, (vii) lease and equipment financing obligation payments, and (viii) other working capital requirements. We may also repurchase common shares pursuant to our common stock repurchase program. Our most significant long-term cash requirements include, among others, (i) scheduled debt repayments, including upon maturity, and interest payments, and (ii) lease and equipment financing obligation payments. In the event the Company is not successful in its appeal with the Canada Revenue Agency, the Company may be required to pay the remaining assessed amounts with interest. For more information on our debt and leases, see Item 1 – Financial Statements: Note 12. Debt and Item 1 – Financial Statements: Note 15. Leases, respectively, in our condensed consolidated financial statements. RB Global, Inc. 24 Table of Contents Our Credit Agreement includes multi-currency revolving credit facilities (the “Revolving Facilities”). Unused capacity under our Revolving Facilities is as follows: June 30, 2026 December 31, 2025 Committed Multicurrency revolving credit facilities $ 1,300.0 $ 1,300.0 Uncommitted Foreign demand revolving credit facilities 15.0 15.0 Total revolving credit facilities $ 1,315.0 $ 1,315.0 Unused Multicurrency revolving credit facilities $ 685.5 $ 1,146.1 Foreign demand revolving credit facilities 15.0 15.0 Total revolving credit facilities unused $ 700.5 $ 1,161.1 Our ability to borrow under the Credit Agreement is subject to compliance with financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio. We were in compliance with all financial and other covenants applicable to our debt agreements at June 30, 2026. In the event of a sustained deterioration of global markets and economies, we expect the covenants pertaining to our leverage ratio would be the most restrictive to our ability to access funding under the Credit Agreement. We continually evaluate courses of action to maintain current levels of liquidity and compliance with our debt covenants. If we were to consider further acquisitions to deliver on our strategic growth drivers, we may seek financing through the equity or debt markets. The issuance of additional equity securities may result in dilution to existing shareholders. Issuance of preferred equity securities could provide for rights, preferences or privileges senior to those of our common shares. Further, this additional capital may not be available on reasonable terms, or at all. Cash Flows Six months ended June 30, 2026 2025 Change Cash provided by (used in): Operating activities $ 365.8 $ 483.3 $ (117.5) Investing activities (524.3) (227.9) (296.4) Financing activities 127.6 (130.9) 258.5 Effect of changes in foreign currency rates (8.2) 22.7 (30.9) Net decrease in cash, cash equivalents, and restricted cash $ (39.1) $ 147.2 $ (186.3) The decrease in net cash provided by operating activities was primarily due to an unfavorable net change in operating assets and liabilities, partially offset by higher net income. The unfavorable net change in operating assets and liabilities was primarily due to the timing and size of auctions and settlement of accrued liabilities, including the final arbitration ruling to the former-CEO. These unfavorable net changes were partially offset by the timing of income tax installment payments and book overdrafts, and the non-repeat of the deposit paid to the CRA in the first quarter of 2025. The increase in net cash used in investing activities was primarily due to the acquisitions of BigIron and Blackmon, net of cash received. The increase in net cash provided by financing activities was primarily due to higher borrowings under our Credit Agreement, including a borrowing of $300.0 million to fund the acquisition of BigIron, partially offset by $150.0 million of repurchases and retirements of common stock. Dividend Information We declared and paid a dividend of $0.31 per common share during the three months ended June 30, 2026. We declared, but have not yet paid, a dividend of $0.33 per common share subsequent to June 30, 2026. All dividends that we pay are “eligible dividends” for Canadian income tax purposes, unless otherwise indicated. RB Global, Inc. 25 Table of Contents Critical Accounting Policies and Estimates At June 30, 2026, there were no material changes to our critical accounting policies, judgments, estimates and assumptions from those disclosed in Part I, 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. Non-GAAP Measures We reference various non-GAAP measures throughout this Quarterly Report on Form 10-Q. These measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. Adjusted Net Income Available to Common Stockholders and Diluted Adjusted EPS Available to Common Stockholders We believe that adjusted net income available to common stockholders provides useful information about the growth or decline of our net income available to common stockholders for the relevant financial period and eliminates the financial impact of adjusting items we do not consider to be part of our normal operating results. Diluted adjusted EPS available to common stockholders eliminates the financial impact of adjusting items from net income available to common stockholders that we do not consider to be part of our normal operating results. Please refer to page 31 for a summary of adjusting items. Adjusted net income available to common stockholders is calculated as net income available to common stockholders, excluding the effects of adjusting items that we do not consider to be part of our normal operating results, such as 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. RB Global, Inc. 26 Table of Contents The following table reconciles adjusted net income available to common stockholders and diluted adjusted EPS available to common stockholders to net income available to common stockholders and diluted EPS available to common stockholders, which are the most directly comparable GAAP measures in our condensed consolidated financial statements: Three months ended June 30, Six months ended June 30, 2026 2025 % Change 2026 2025 % Change Net income available to common stockholders $ 132.0 $ 99.5 33 % $ 256.6 $ 202.4 27 % Stock-based compensation expense 17.9 25.2 (29) % 33.2 39.6 (16) % Acquisition-related and integration costs 7.7 2.7 185 % 13.9 5.8 140 % Restructuring costs 2.4 1.1 118 % 4.8 2.9 66 % Amortization of acquired intangible assets 74.2 68.3 9 % 146.8 136.6 7 % (Gain) loss on disposition of property, plant and equipment and related costs 0.9 — NM (0.9) (0.2) (350) % Executive transition costs — 3.1 NM — 5.8 NM Loss on divestiture and deconsolidation, net and related costs — 19.7 NM — 19.7 NM Debt refinancing costs — 3.9 NM — 3.9 NM Other legal, advisory and non-income tax expense 3.3 3.1 6 % 3.4 4.9 (31) % Related tax effects of the above (24.8) (22.4) (11) % (52.0) (49.7) (5) % Related allocation of the above to Series A Senior Preferred Shares (2.9) (3.7) (22) % (5.3) (6.0) 12 % Adjustment of redeemable non-controlling interest — — NM (0.4) — NM Adjusted net income available to common stockholders $ 210.7 $ 200.5 5 % $ 400.1 $ 365.7 9 % Weighted average number of dilutive shares outstanding 186.9 186.6 — % 187.2 186.5 — % Diluted earnings per share available to common stockholders $ 0.71 $ 0.53 34 % $ 1.37 $ 1.09 26 % Diluted adjusted earnings per share available to common stockholders $ 1.13 $ 1.07 6 % $ 2.14 $ 1.96 9 % NM - Not meaningful RB Global, Inc. 27 Table of Contents Adjusted EBITDA We believe adjusted EBITDA provides useful information and is a key performance measure because it facilitates operating performance comparisons from period to period and it provides management with the ability to monitor its controllable incremental revenues and costs. Adjusted EBITDA is calculated by adding depreciation and amortization, interest expense, and income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items as described on page 31. The following table reconciles adjusted EBITDA to net income, which is the most directly comparable GAAP measure in, or calculated from, our condensed consolidated financial statements: Three months ended June 30, Six months ended June 30, 2026 2025 % Change 2026 2025 % Change Net income $ 143.6 $ 109.7 31 % $ 279.2 $ 223.0 25 % Add: depreciation and amortization 130.4 116.7 12 % 257.1 231.2 11 % Add: interest expense 42.4 47.5 (11) % 86.4 97.4 (11) % Less: interest income (3.3) (4.0) (18) % (5.9) (7.0) (16) % Add: income tax expense 42.4 35.8 18 % 80.0 65.4 22 % EBITDA 355.5 305.7 16 % 696.8 610.0 14 % Stock-based compensation expense 17.9 25.2 (29) % 33.2 39.6 (16) % Acquisition-related and integration costs 7.7 2.7 185 % 13.9 5.8 140 % Restructuring costs 2.4 1.1 118 % 4.8 2.9 66 % (Gain) loss on disposition of property, plant and equipment and related costs 0.9 — NM (0.9) (0.2) 350 % Executive transition costs — 3.1 NM — 5.8 NM Loss on divestiture and deconsolidation, net and related costs — 19.7 NM — 19.7 NM Debt refinancing costs — 3.9 NM — 3.9 NM Other legal, advisory and non-income tax expense 2.8 3.1 (10) % 2.1 4.9 (57) % Adjusted EBITDA $ 387.2 $ 364.5 6 % $ 749.9 $ 692.4 8 % NM - Not meaningful RB Global, Inc. 28 Table of Contents Adjusted Net Debt and Adjusted Net Debt/Adjusted EBITDA We believe that comparing adjusted net debt to adjusted EBITDA on a trailing twelve-month basis, across different periods, provides useful information to investors about our operational performance and financial flexibility. This ratio indicates the period of time it would take to repay both our short- and long-term debt from operating earnings. We do not consider this to be a measure of liquidity, which is our ability to meet short-term obligations, but rather a measure of how well we manage our liquidity position. Measures of liquidity are noted under “Liquidity and Capital Resources.” Adjusted net debt is calculated by subtracting cash and cash equivalents from short and long-term debt. Adjusted net debt/adjusted EBITDA is calculated by dividing adjusted net debt by adjusted EBITDA. The following table reconciles adjusted net debt to debt, adjusted EBITDA to net income, and adjusted net debt/ adjusted EBITDA to debt/ net income, respectively, which are the most directly comparable GAAP measures in, or calculated from, our condensed consolidated financial statements. At and for the twelve months ended June 30, 2026 2025 % Change Short-term debt $ 18.5 $ 89.1 (79) % Long-term debt 2,885.6 2,581.1 12 % Debt 2,904.1 2,670.2 9 % Less: cash and cash equivalents (524.9) (710.2) (26) % Adjusted net debt 2,379.2 1,960.0 21 % Net income $ 483.8 $ 417.4 16 % Add: depreciation and amortization 509.3 457.6 11 % Add: interest expense 180.6 207.3 (13) % Less: interest income (13.8) (19.8) (30) % Add: income tax expense 122.6 133.6 (8) % EBITDA 1,282.5 1,196.1 7 % Stock-based compensation expense 70.3 64.5 9 % Acquisition-related and integration costs 27.5 17.9 54 % Restructuring costs 19.1 2.9 559 % Gain on disposition of property, plant and equipment and related costs (2.7) — NM Executive transition costs 47.9 8.8 444 % (Gain) loss on divestiture and deconsolidation, net and related costs (3.9) 19.7 NM Debt refinancing costs — 3.9 NM Other legal, advisory and non-income tax expense 16.5 8.2 101 % Adjusted EBITDA $ 1,457.2 $ 1,322.0 10 % Debt/net income 6.0 x 6.4 x (6) % Adjusted net debt/adjusted EBITDA 1.6 x 1.5 x 7 % NM - Not meaningful Adjusted Return and Adjusted Return on Invested Capital ("ROIC") We believe that comparing adjusted ROIC on a trailing twelve-month basis across different periods provides useful information about the after-tax return generated by our investments. Adjusted ROIC is a measure used by management to determine how productively the Company uses its long-term capital to gauge investment decisions. ROIC is calculated as reported return divided by average invested capital. Reported return is defined as net income attributable to controlling interests excluding the impact of net interest expense and tax effected at the Company’s adjusted annualized effective tax rate. Adjusted ROIC is calculated as adjusted return divided by average invested capital. Adjusted return is defined as reported return and adjusted for items that we do not consider to be part of our normal operating results and tax effected at the applicable tax rate. RB Global, Inc. 29 Table of Contents The following table reconciles adjusted return and adjusted ROIC to net income attributable to controlling interests, which is the most directly comparable GAAP measure in, or calculated from, our condensed consolidated financial statements: At and for the twelve months ended June 30, 2026 2025 % Change Net income attributable to controlling interests $ 484.2 $ 417.8 16 % Add: Interest expense 180.6 207.3 (13) % Interest income (13.8) (19.8) (30) % Interest, net 166.8 187.5 (11) % Tax on interest, net (37.7) (45.5) (17) % Reported return $ 613.3 $ 559.8 10 % Add: Stock-based compensation expense $ 70.3 $ 64.5 9 % Acquisition-related and integration costs 27.5 17.9 54 % Restructuring costs 19.1 2.9 559 % Amortization of acquired intangible assets 292.6 272.9 7 % Gain on disposition of property, plant and equipment and related costs (2.7) — NM Executive transition costs 47.9 8.8 444 % (Gain) loss on divestiture and deconsolidation, net and related costs (3.9) 19.7 NM Debt refinancing costs — 3.9 NM Other legal, advisory and non-income tax expense 18.5 8.2 126 % Related tax effects of the above (116.8) (92.5) 26 % Adjusted return $ 965.8 $ 866.1 12 % Short-term debt - opening balance $ 89.1 $ 29.9 198 % Short-term debt - ending balance 18.5 89.1 (79) % Average short-term debt 53.8 59.5 (10) % Long-term debt - opening balance 2,581.1 2,826.9 (9) % Long-term debt - ending balance 2,885.6 2,581.1 12 % Average long-term debt 2,733.4 2,704.0 1 % Preferred equity - opening balance 482.0 482.0 — % Preferred equity - ending balance 482.0 482.0 — % Average preferred equity 482.0 482.0 — % Stockholders' equity - opening balance 5,452.6 5,155.3 6 % Stockholders' equity - ending balance 5,567.9 5,452.6 2 % Average stockholders' equity 5,510.3 5,304.0 4 % Average invested capital $ 8,779.5 $ 8,549.5 3 % ROIC 7.0 % 6.5 % 50bps Adjusted ROIC 11.0 % 10.1 % 90bps NM - Not meaningful RB Global, Inc. 30 Table of Contents Adjusting Items Second quarter of 2026 •$17.9 million stock-based compensation expense. •$7.7 million of acquisition-related and integration costs, primarily related to the J.M. Wood, BigIron and Blackmon acquisitions. •$2.4 million of restructuring costs, primarily severance relating to organizational changes. •$74.2 million amortization of acquired intangible assets from completed acquisitions, primarily IAA. •$0.9 million loss on disposition of property, plant and equipment and related costs. •$3.3 million of other legal, advisory, and non-income tax expense, primarily consisting of certain legal costs associated with isolated matters not expected to recur in the ordinary course of business, professional and legal fees associated with transactions and strategic initiatives, and accretion1 associated with the J.M. Wood acquisition deferred payment liability. First quarter of 2026 •$15.3 million stock-based compensation expense. •$6.2 million of acquisition-related and integration costs, primarily related to the J.M. Wood acquisition. •$2.4 million of restructuring costs, primarily severance relating to organizational changes. •$72.6 million amortization of acquired intangible assets from completed acquisitions, primarily IAA. •$1.8 million gain on disposition of property, plant and equipment and related costs. •$0.1 million of other legal, advisory, and non-income tax expense, primarily consisting of certain legal costs associated with isolated matters not expected to recur in the ordinary course of business, advisory fees associated with transactions and strategic initiatives, and accretion1 associated with the J.M. Wood acquisition deferred payment liability, offset by the recovery of accrued non-income taxes (DST) relating to the period of January 1, 2022 to June 30, 2024 of $5.8 million. •$0.4 million adjustment of redeemable non-controlling interest to the final redemption value. The adjusting items recognized in the comparative quarters are discussed in Part I, 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. 1 Does not impact Adjusted EBITDA. RB Global, Inc. 31 Table of Contents
There have been no material changes to our market risk during the three and six months ended June 30, 2026 from those disclosed in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2025.
There have been no material changes to our market risk during the three and six months ended June 30, 2026 from those disclosed in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2025.
Read original filing text →We have no material legal proceedings pending, other than ordinary routine litigation incidental to the business, and we do not know of any material proceedings contemplated by governmental authorities.
We have no material legal proceedings pending, other than ordinary routine litigation incidental to the business, and we do not know of any material proceedings contemplated by governmental authorities.
Read original filing text →Our business is subject to a number of risks and uncertainties, and our past performance is no guarantee of our performance in future periods. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks and uncert…
Our business is subject to a number of risks and uncertainties, and our past performance is no guarantee of our performance in future periods. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks and uncertainties discussed in Part I, Item 1A: Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025. As of the date of this filing, there have been no material changes to such risk factors. Our business could also be affected by additional risks not currently known to us or that we currently deem to be immaterial. If any of the risks occur, our business, financial and results of operations could materially suffer. As a result, the trading price of our common shares could decline, and you may lose all or part of your investment.
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