RB Global (NYSE: RBA) Q2 2026 revenue up 11% as EPS jumps 34%
Rhea-AI Filing Summary
RB Global, Inc., a Canada‑incorporated omnichannel marketplace for commercial assets and vehicles, reported strong results for the quarter ended June 30, 2026. Total revenue rose 11% year over year to $1,317.1 million, with service revenue of $933.4 million and inventory sales revenue of $383.7 million.
Net income increased 31% to $143.6 million, and net income available to common stockholders grew 33% to $132.0 million, driving diluted EPS to $0.71. Adjusted EBITDA rose 6% to $387.2 million. Gross Transaction Value grew 11% to $4,672.7 million, led by Automotive and Heavy Equipment & Transportation, and the inventory rate improved to 5.9%.
Cash flow from operations for the first six months was $365.8 million. The company ended June with $524.9 million in cash and cash equivalents, total assets of $12,487.6 million, and adjusted net debt of $2,379.2 million, equating to adjusted net debt/adjusted EBITDA of 1.6x. RB Global completed the BigIron and Blackmon acquisitions, repurchased $150.0 million of common stock under its NCIB, increased its quarterly dividend to $0.33 per share, and continues to contest a Canada Revenue Agency assessment while recording no related tax liability.
Positive
- Profitability and EPS growth: Q2 2026 net income rose to $143.6 million (up 31%), net income available to common stockholders to $132.0 million (up 33%), and diluted EPS to $0.71 (up 34%), with adjusted EBITDA up 6% to $387.2 million.
- Business volume expansion: Gross Transaction Value increased 11% to $4,672.7 million and total revenue grew 11% to $1,317.1 million, supported by strong Automotive and Heavy Equipment & Transportation activity and a higher inventory rate of 5.9%.
Negative
- Material tax dispute risk: The Canada Revenue Agency issued a Notice of Assessment for C$79.1 million (about $55.8 million) for 2010–2015. RB Global is appealing and has recorded no liability, but an adverse outcome could materially negatively affect results.
Filing Explained
As of June 30, 2026, acquisitions were completed, BigIron’s allocation remained preliminary, and debt-funded purchase increased long-term debt.
A Form 10-Q provides an unaudited quarterly update; this filing records completed BigIron and Blackmon acquisitions and their resulting purchase-accounting and financing obligations.
BigIron was purchased in cash at closing, but its allocation remains preliminary; it also includes a
RB Global borrowed
The CRA assessment remains unresolved: it covers 2010 through 2015 and totals C$79.1 million, including C$37.7 million of income taxes and C$41.4 million of interest and penalties; no amount has been recorded, and the company says the outcome could take numerous years to resolve.
Key Figures
Q2 2026 Revenue: $1,317.1 million
Q2 2026 Net Income: $143.6 million
Q2 2026 Diluted EPS (common): $0.71
+5 more
8 metrics
Q2 2026 Revenue
$1,317.1 million
Total revenue for the three months ended June 30, 2026
Q2 2026 Net Income
$143.6 million
Net income for the three months ended June 30, 2026
Q2 2026 Diluted EPS (common)
$0.71
Diluted earnings per share available to common stockholders, Q2 2026
Q2 2026 Adjusted EBITDA
$387.2 million
Adjusted EBITDA for the three months ended June 30, 2026
Q2 2026 Gross Transaction Value
$4,672.7 million
Total GTV for the three months ended June 30, 2026
6M 2026 Cash from Operations
$365.8 million
Net cash provided by operating activities for six months ended June 30, 2026
Adjusted Net Debt
$2,379.2 million
Adjusted net debt at and for the twelve months ended June 30, 2026
Adjusted ROIC
11.0%
Adjusted return on invested capital for the twelve months ended June 30, 2026
Key Terms
Gross Transaction Value, Foreign-Derived Intangible Income, Normal course issuer bid, Series A Senior Preferred Shares, +2 more
6 terms
Gross Transaction Value financial
"Gross Transaction Value ("GTV"): Represents total proceeds from all items sold"
Gross transaction value is the total dollar amount of all purchases or payments processed through a platform during a given period, measured before subtracting refunds, discounts, fees or cancellations. Investors watch it as a broad measure of a business’s sales volume and marketplace activity—like counting every ticket sold at a concert before refunds—to gauge growth and customer usage, while remembering it is not the same as actual revenue or profit.
Foreign-Derived Intangible Income financial
"variance ... relates primarily to the benefit related to Foreign-Derived Intangible Income ("FDII")"
Normal course issuer bid financial
"obtained Toronto Stock Exchange approval to commence a normal course issuer bid ("NCIB")"
A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.
Digital Services Tax financial
"repealing the Digital Services Tax ("DST"), with retroactive effect"
Adjusted EBITDA financial
"Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 6% to $387.2 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did RB Global (RBA) perform financially in Q2 2026?
RB Global delivered 11% revenue growth to $1,317.1 million and increased net income by 31% to $143.6 million in Q2 2026. Net income available to common stockholders rose 33% to $132.0 million and diluted EPS climbed 34% to $0.71 per share.
What were RB Global (RBA)’s key profitability metrics in Q2 2026?
RB Global reported net income of $143.6 million and diluted EPS of $0.71 in Q2 2026. Adjusted net income available to common stockholders was $210.7 million and adjusted EBITDA increased 6% year over year to $387.2 million, reflecting improved operating performance.
How did RB Global (RBA)’s Gross Transaction Value change in Q2 2026?
Gross Transaction Value rose 11% to $4,672.7 million in Q2 2026. Automotive GTV grew 13% to $2,448.7 million, Heavy Equipment & Transportation GTV increased 8% to $2,076.6 million, and total lots sold were 911.2 thousand, up 8% year over year.
What acquisitions did RB Global (RBA) complete in 2026 and at what cost?
RB Global acquired BigIron on May 15, 2026 for purchase consideration of $316.6 million and Blackmon on April 13, 2026 for $17.0 million. These U.S.-based auction businesses expand its presence in agriculture and construction-related markets.
What is RB Global (RBA)’s leverage and liquidity position as of June 30, 2026?
At June 30, 2026, RB Global had cash and cash equivalents of $524.9 million and adjusted net debt of $2,379.2 million. Adjusted net debt/adjusted EBITDA was 1.6x, and the company had $700.5 million of unused revolving credit facilities.
What non-GAAP performance measures does RB Global (RBA) emphasize?
RB Global highlights adjusted net income, diluted adjusted EPS, adjusted EBITDA, adjusted net debt, and adjusted ROIC. For the twelve months ended June 30, 2026, adjusted EBITDA was $1,457.2 million and adjusted ROIC was 11.0%.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
| OR | |||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from ______ to ______ | |||||
Commission file number: 001-13425
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
( | ||||||||
| (Address of Principal Executive Offices and Zip Code) | (Registrant’s Telephone Number, including Area Code) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | ||||||||||||
| Common Share Purchase Rights | N/A | New York Stock Exchange | ||||||||||||
Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
The number of common shares outstanding as of July 28, 2026 was 185.2 million.
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RB GLOBAL, INC.
FORM 10-Q
For The Quarterly Period Ended June 30, 2026
INDEX
Cautionary Note Regarding Forward-Looking Statements | ||||||||
PART I – FINANCIAL INFORMATION | ||||||||
ITEM 1: | Condensed Consolidated Financial Statements: | 1 | ||||||
Condensed Consolidated Income Statements | 1 | |||||||
Condensed Consolidated Statements of Comprehensive Income | 2 | |||||||
Condensed Consolidated Balance Sheets | 3 | |||||||
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity | 4 | |||||||
Condensed Consolidated Statements of Cash Flows | 5 | |||||||
Index for Notes to the Condensed Consolidated Financial Statements | 6 | |||||||
ITEM 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||||
ITEM 3: | Quantitative and Qualitative Disclosures About Market Risk | 32 | ||||||
ITEM 4: | Controls and Procedures | 32 | ||||||
PART II – OTHER INFORMATION | ||||||||
ITEM 1: | Legal Proceedings | 33 | ||||||
ITEM 1A: | Risk Factors | 33 | ||||||
ITEM 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 33 | ||||||
ITEM 3: | Defaults Upon Senior Securities | 33 | ||||||
ITEM 4: | Mine Safety Disclosures | 33 | ||||||
ITEM 5: | Other Information | 33 | ||||||
ITEM 6: | Exhibits | 34 | ||||||
Signatures | 35 | |||||||
Table of Contents
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements may appear throughout this Quarterly Report on Form 10-Q. Forward-looking statements are typically identified by such words as “aim”, “anticipate”, “believe”, “confident”, “continue”, “estimate”, “expect”, “intend”, “may”, “remain”, “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. 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, and may include, among others, statements relating to:
•our future strategy, objectives, targets, projections and performance;
•potential growth and market opportunities;
•potential future mergers and acquisitions;
•our ability to integrate acquisitions;
•the impact of our new initiatives, services, investments, and acquisitions on us and our customers;
•our future capital expenditures and returns on those expenditures;
•the effect of any current, proposed or future tariffs on our results of operations; and
•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.
While we have not described all potential risks related to our business and owning our common shares, the important factors discussed in Part I, Item 1A: Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, which is available on our website at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR+ at www.sedarplus.ca, are among those that we consider may affect our performance materially or could cause our actual financial and operational results to differ significantly from our expectations. Except as required by applicable securities law and regulations of relevant securities exchanges, we do not intend to update publicly any forward-looking statements, even if our expectations have been affected by new information, future events or other developments.
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PART I – FINANCIAL INFORMATION
ITEM 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Income Statements (Unaudited; in millions, except per share data) | ||
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
| Service revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Inventory sales revenue | ||||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Costs of services | ||||||||||||||||||||||||||
| Cost of inventory sold | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Acquisition-related and integration costs | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Gain (loss) on disposition of property, plant and equipment | ( | |||||||||||||||||||||||||
| Loss on deconsolidation | ( | ( | ||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Other income (loss), net | ( | |||||||||||||||||||||||||
| Foreign exchange gain (loss) | ( | ( | ( | |||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | ( | ( | ||||||||||||||||||||||||
| Net income attributable to controlling interests | ||||||||||||||||||||||||||
| Cumulative dividends on Series A Senior Preferred Shares | ( | ( | ( | ( | ||||||||||||||||||||||
| Allocated earnings to Series A Senior Preferred Shares | ( | ( | ( | ( | ||||||||||||||||||||||
| Adjustment of redeemable non-controlling interest | ||||||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic earnings per share available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted earnings per share available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic weighted average number of shares outstanding | ||||||||||||||||||||||||||
| Diluted weighted average number of shares outstanding | ||||||||||||||||||||||||||
See accompanying notes.
| RB Global, Inc. | 1 | ||||
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Condensed Consolidated Statements of Comprehensive Income (Unaudited; in millions) | ||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of income tax: | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to non-controlling interests | |||||||||||||||||||||||
| Comprehensive loss attributable to redeemable non-controlling interest | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to controlling interests | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
| RB Global, Inc. | 2 | ||||
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Condensed Consolidated Balance Sheets (Unaudited; in millions except per share data) | ||
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
Trade and other receivables, net of allowance for credit losses of $ | ||||||||||||||
| Prepaid consigned vehicle charges | ||||||||||||||
| Inventory | ||||||||||||||
| Other current assets | ||||||||||||||
| Income taxes receivable | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Deferred tax assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities, Temporary Equity and Stockholders' Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Auction proceeds payable | $ | $ | ||||||||||||
| Trade and other liabilities | ||||||||||||||
| Current operating lease liabilities | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Short-term debt | ||||||||||||||
| Current portion of long-term debt | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term operating lease liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Deferred tax liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Temporary equity: | ||||||||||||||
Series A Senior Preferred Shares; shares authorized, issued and outstanding: | ||||||||||||||
| Redeemable non-controlling interest | ||||||||||||||
| Stockholders' equity: | ||||||||||||||
Senior preferred and junior preferred stock; unlimited shares authorized; shares issued and outstanding, other than Series A Senior Preferred Shares: | ||||||||||||||
Common stock and additional paid-in capital, | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Stockholders' equity | ||||||||||||||
| Non-controlling interests | ||||||||||||||
| Total stockholders' equity | ||||||||||||||
| Total liabilities, temporary equity and stockholders' equity | $ | $ | ||||||||||||
See accompanying notes.
| RB Global, Inc. | 3 | ||||
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Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity (Unaudited; in millions) | ||
| Three months ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable non- controlling interest | Attributable to common stockholders | Non- controlling interests | Total stockholders' equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Senior Preferred Shares | Common stock and additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases and retirements of common stock | — | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to vesting of share units | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Series A Senior Preferred Share preferred and participating dividends | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable non- controlling interest | Attributable to common stockholders | Non- controlling interests | Total stockholders' equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Senior Preferred Shares | Common stock and additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to vesting of share units | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Series A Senior Preferred Share preferred and participating dividends | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| RB Global, Inc. | 4 | ||||
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| Six months ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable non- controlling interest | Attributable to common stockholders | Non- controlling interests | Total stockholders' equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Senior Preferred Shares | Common stock and additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Non-Controlling Interests | — | — | ( | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases and retirements of common stock | — | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to vesting of share units | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Series A Senior Preferred Share dividends | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends and dividend equivalents | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable non- controlling interest | Attributable to common stockholders | Non- controlling interests | Total stockholders' equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Senior Preferred Shares | Common stock and additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to vesting of share units | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Series A Senior Preferred Share dividends | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock dividends and dividend equivalents | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
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Condensed Consolidated Statements of Cash Flows (Unaudited; in millions) | ||
| Six months ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash provided by (used in): | ||||||||||||||
| Operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments for items not affecting cash: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
| Amortization of right-of-use assets | ||||||||||||||
| Loss on deconsolidation | ||||||||||||||
| Other, net | ||||||||||||||
| Net changes in operating assets and liabilities | ( | ( | ||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Investing activities: | ||||||||||||||
| Acquisitions, net of cash acquired | ( | |||||||||||||
| Property, plant and equipment additions | ( | ( | ||||||||||||
| Proceeds on disposition of property, plant and equipment | ||||||||||||||
| Intangible asset additions | ( | ( | ||||||||||||
| Proceeds from loans receivable | ||||||||||||||
| Issuance of loans receivable | ( | ( | ||||||||||||
| Other, net | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Financing activities: | ||||||||||||||
| Payments of dividends | ( | ( | ||||||||||||
| Repurchases and retirements of common stock | ( | |||||||||||||
| Proceeds from exercise of stock options and employee stock purchase plan | ||||||||||||||
| Payments of tax withholding related to vesting of share units | ( | ( | ||||||||||||
| Net proceeds from short-term debt | ||||||||||||||
| Repayment of long-term debt | ( | ( | ||||||||||||
| Proceeds from the issuance of long-term debt | ||||||||||||||
| Payment of debt issuance costs | ( | |||||||||||||
| Repayments of finance lease and equipment financing obligations | ( | ( | ||||||||||||
| Proceeds from equipment financing obligations | ||||||||||||||
| Acquisition of VeriTread non-controlling interests | ( | |||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||
| Effect of changes in exchange rates on cash, cash equivalents, and restricted cash | ( | |||||||||||||
| Net increase in cash, cash equivalents, and restricted cash | ( | |||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | ||||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | ||||||||||||
See accompanying notes.
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Index for Notes to the Condensed Consolidated Financial Statements (Unaudited) | ||
| Note 1 | Description of Business and Basis of Preparation | 8 | ||||||
| Note 2 | Recent Accounting Pronouncements | 8 | ||||||
| Note 3 | Acquisitions | 8 | ||||||
| Note 4 | Segment Information | 10 | ||||||
| Note 5 | Disaggregated Revenue | 11 | ||||||
| Note 6 | Income Taxes | 11 | ||||||
| Note 7 | Earnings Per Share Available to Common Stockholders | 12 | ||||||
| Note 8 | Supplemental Cash Flow Information | 13 | ||||||
| Note 9 | Fair Value Measurement | 13 | ||||||
| Note 10 | Trade and Other Receivables | 14 | ||||||
| Note 11 | Trade and Other Liabilities | 14 | ||||||
| Note 12 | Debt | 15 | ||||||
| Note 13 | Temporary Equity, Equity and Dividends | 15 | ||||||
| Note 14 | Stock-Based Compensation | 17 | ||||||
| Note 15 | Leases | 18 | ||||||
| Note 16 | Contingencies | 18 | ||||||
| RB Global, Inc. | 7 | ||||
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Notes to the Condensed Consolidated Financial Statements (Unaudited) | ||
Note 1. Description of Business and Basis of Preparation
Description of Business
RB Global, Inc. and its subsidiaries (collectively, the “Company”) is a leading, omnichannel marketplace and trusted provider of value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide.
The Company is incorporated in Canada under the Business Corporations Act (Ontario).
Basis of Preparation
These unaudited condensed consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. They should be read in conjunction with, and follow the same accounting policies and methods of application as, the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
These unaudited condensed consolidated interim financial statements include the accounts of the Company and its consolidated subsidiaries and reflect all adjustments of a normal recurring nature necessary for fair financial statement presentation. Significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Unless otherwise indicated, all amounts in the following tables are in millions except per share amounts.
Note 2. Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of specific expense categories in the notes to the financial statements. ASU 2024-03 is effective for the Company for the fiscal year ending December 31, 2027 and interim periods in the fiscal year ending December 31, 2028 and may be applied prospectively or retrospectively.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which provides targeted improvements to ASC 350-40 to increase the operability of the recognition guidance considering different methods of software development. ASU 2025-06 is effective for the Company for the fiscal year ending December 31, 2028, including interim reporting periods within that year, and may be applied prospectively, retrospectively, or under a modified transition approach.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-scope Improvements, which includes a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. ASU 2025-11 is effective for the Company for interim reporting periods within the fiscal year ending December 31, 2028 and may be applied prospectively or retrospectively.
The Company is evaluating the impact of these pronouncements on its consolidated financial statements and related disclosures, including the methods of adoption. ASUs recently issued but not discussed above are not expected to have a material impact on the Company’s financial statements or related disclosures.
Note 3. Acquisitions
BigIron
On May 15, 2026, the Company completed its acquisition of 100 % of the equity interest in Big Iron Auction Company (“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.
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The Company accounted for the acquisition as a business combination pursuant to ASC 805, Business Combinations. The following table presents the preliminary allocation of the purchase consideration to the major categories of assets acquired and liabilities assumed as of the acquisition date:
| Fair value of purchase consideration | $ | ||||
| Assets acquired: | |||||
| Cash and cash equivalents | |||||
| Property, plant, and equipment, net | |||||
| Intangible assets | |||||
| Other, net | |||||
| Liabilities assumed: | |||||
| Trade and other liabilities | |||||
| Auction proceeds payable | |||||
| Fair value of identifiable net assets acquired | |||||
| Goodwill acquired on acquisition | $ | ||||
The following table presents the preliminary fair values of the identifiable intangible assets acquired:
| Asset | Fair value at acquisition | Weighted average amortization period | ||||||||||||
| Customer relationships | $ | |||||||||||||
| Trade names and trademarks | ||||||||||||||
| Software under development | — | |||||||||||||
| Fair value of acquired intangible assets | $ | |||||||||||||
The purchase price was paid in cash at closing. The purchase agreement includes a $15.0 million deferred payment payable on the third anniversary of the acquisition date, subject to certain employment and non-competition conditions. The payment is accounted for as compensation for future services and recognized over the requisite service period.
The purchase price allocation is preliminary as of June 30, 2026. The most significant items pending completion include the identification of assets acquired and liabilities assumed, including income tax related matters, and final review of the intangible assets valuation. Adjustments to the preliminary allocation, including changes to intangible asset values and related amortization, may be recorded during the measurement period (up to one year from the acquisition date) as additional information becomes available.
The goodwill recognized reflects expected synergies of the combined company, the assembled workforce, and other intangible assets that do not qualify for separate recognition. Goodwill has been assigned to the Ritchie Bros. reporting unit and is expected to be deductible for income tax purposes.
BigIron revenue and net income included in the consolidated financial statements from the acquisition date are not material. BigIron revenue for the year ended December 31, 2025 was approximately $86.2 million (unaudited) and net income was not material.
BigIron acquisition-related and integration costs of $2.3
Blackmon
On April 13, 2026, the Company acquired the business assets of Blackmon Auctions (“Blackmon”), a U.S.-based auction provider serving the construction, transportation, agriculture, and real estate sectors. The Company accounted for the acquisition as a business combination pursuant to ASC 805, Business Combinations. The purchase price allocation is preliminary as of June 30, 2026 and the purchase price of $17.0 million has been allocated primarily to customer relationships and goodwill.
Goodwill recognized of $8.7 million reflects the expected synergies of the combined company, the assembled workforce, and other intangible assets that do not qualify for separate recognition. Goodwill has been assigned to the Ritchie Bros. reporting unit and is expected to be deductible for tax purposes.
Blackmon revenue and net income included in the consolidated financial statements from the acquisition date are not material. The pro forma impact of the acquisition is not material to the Company's financial statements.
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Blackmon acquisition-related and integration costs of $1.0
J.M. Wood
On July 14, 2025, the Company completed its acquisition of 100 % of the equity interests in J.M. Wood Auction Co., Inc. ("J.M. Wood"), an auction business located in Montgomery, Alabama, U.S. The acquisition is expected to expand the Company's geographic coverage and combines J.M. Wood's regional expertise and customer relationships with the Company's global network and technology.
The Company accounted for the acquisition as a business combination pursuant to ASC 805, Business Combinations. The following table presents the final allocation of the purchase consideration to the major categories of assets acquired and liabilities assumed as of the acquisition date:
| Fair value of purchase consideration | $ | ||||
| Assets acquired and liabilities assumed: | |||||
| Cash and cash equivalents | |||||
| Inventory | |||||
| Property, plant, and equipment, net | |||||
| Intangible assets | |||||
| Other, net | ( | ||||
| Fair value of identifiable net assets acquired | |||||
| Goodwill acquired on acquisition | $ | ||||
Approximately $163.6 million of the purchase price, net of cash acquired, was paid on closing with the remainder to be paid in fixed installments on the first, second, and third anniversaries of the closing date. The deferred payments that form part of the purchase consideration have been recorded as liabilities at their acquisition-date fair value of $43.1 million, determined by discounting the contractual payments using the Company’s credit-adjusted discount rate, with $13.8 million presented within trade and other liabilities and $29.3 million presented within other non-current liabilities. The portion of the deferred payments that represents compensation for future services is being recognized over the requisite service period.
The following table presents the fair values of the identifiable intangible assets acquired:
| Asset | Fair value at acquisition | Weighted average amortization period | ||||||||||||
| Customer relationships | $ | |||||||||||||
| Trade names and trademarks | ||||||||||||||
| Fair value of acquired intangible assets | $ | |||||||||||||
Goodwill recognized reflects expected synergies of the combined company, the assembled workforce, and other intangible assets that do not qualify for separate recognition. Goodwill has been assigned to the Ritchie Bros. reporting unit and is expected to be deductible for income tax purposes.
J.M. Wood acquisition-related and integration costs of $4.4 million and $9.2 million, substantially comprised of post-acquisition employment costs, were incurred during the three and six months ended June 30, 2026, respectively.
Note 4. Segment Information
The Company has one
The information used by the CODM to assess performance and allocate resources includes various measures of segment profit, however, for the purposes of the disclosures required by ASC 280, Segment Reporting, the Company has determined that the measure most consistent with the measurement principles used in measuring the corresponding amounts in the condensed consolidated financial statements is net income. Consolidated financial information is used to monitor forecast versus actual results in order to make key operating decisions. The CODM does not evaluate the performance of the Company or allocate resources at any level below the consolidated level or based on the Company's assets or liabilities.
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The following table presents the significant segment expenses, in the context of deriving net income, that are regularly provided to and reviewed by the CODM, reconciled to the segment’s net income:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Significant segment expenses | ||||||||||||||||||||||||||
| Costs of services | ||||||||||||||||||||||||||
| Cost of inventory sold | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
Other segment items1 | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
1Other segment items consist of acquisition-related and integration costs, gain (loss) on disposition of property, plant and equipment, interest income, other income (loss), net, and foreign exchange gain (loss), as reported on the condensed consolidated income statements. | |||||
Note 5. Disaggregated Revenue
The following table presents revenue disaggregated by type:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Transactional seller revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Transactional buyer revenue | ||||||||||||||||||||||||||
| Marketplace services revenue | ||||||||||||||||||||||||||
| Total service revenue | ||||||||||||||||||||||||||
| Inventory sales revenue | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
The following table presents revenue disaggregated by geographic area, based on the location of the underlying auction activity or rendering of services:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Australia | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
Note 6. Income Taxes
Income tax expense for interim periods is based upon an estimate of the annual effective tax rate, adjusted for the effects of any significant and infrequent or unusual items required to be recognized discretely within the current interim period. The estimated income tax expense reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rate fluctuations or unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.
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The Company's effective tax rate was 22.8 % for the three months ended June 30, 2026. The variance from the Canadian statutory federal tax rate of 25.0%, comprised of the basic corporate rate of 38% less the 13% general rate reduction, relates primarily to the benefit related to Foreign-Derived Intangible Income ("FDII").
The Company's effective tax rate was 22.3 % for the six months ended June 30, 2026. The variance from the Canadian statutory federal tax rate of 25.0%, relates primarily to the benefit related to FDII and deductions for stock-based compensation in excess of the related book expense.
The Company is routinely subject to tax audits and reviews in various jurisdictions around the world. Tax authorities may challenge the manner in which the Company has filed its tax returns and reported its income.
On December 3, 2024, the Canada Revenue Agency ("CRA") issued the Company a Notice of Assessment and Statement of Interest for C$79.1 million ($55.8 million), for the taxation years 2010 through 2015, inclusive of C$37.7 million ($26.6 million) in income taxes, and C$41.4 million ($29.2 million) in interest and penalties. The CRA is asserting that one of the Company’s Luxembourg subsidiaries, which was in operation from 2010 to 2020, was a resident in Canada from 2010 through 2015 and that its worldwide income should be subject to Canadian income taxation.
In February 2025, the Company filed a Notice of Objection with the CRA as it believes it is and has been in full compliance with Canadian tax laws and it intends to pursue all available administrative and judicial remedies necessary to resolve this matter. In addition, the Company paid a deposit of C$39.5 million ($27.8 million) to the CRA in early February 2025, recorded within other non-current assets, the minimum required by law as part of the CRA’s objection process. In the event that the Company prevails in its objection or subsequent legal proceedings, the deposit would be refunded with interest to the Company. In June 2025, the Company filed a Notice of Appeal with the Tax Court of Canada. In October 2025, the Canadian Crown filed a response to the Company’s Notice of Appeal with the Tax Court of Canada maintaining the CRA’s assertion and requesting that the Company’s appeal be dismissed. The Company believes the Crown’s response is without merit and plans to continue to litigate.
In the event that the Company’s tax filing position is not upheld by either the CRA or by a court of last resort, the Company would incur and record the amounts assessed in income tax, interest and penalties in its consolidated financial statements, which could have a material negative effect on the Company’s results of operations.
The Company, from time to time, receives correspondence and information requests relating to this matter, including as it relates to other taxation years, to which it responds fully and timely. Depending on the outcome of this matter, the Company could incur additional income taxes, penalties and interest, which could have a material negative effect on its results of operations.
Note 7. Earnings Per Share Available to Common Stockholders
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic weighted average shares outstanding | ||||||||||||||||||||||||||
| Weighted-average effect of stock-based compensation awards | ||||||||||||||||||||||||||
| Diluted weighted average shares outstanding | ||||||||||||||||||||||||||
| Earnings per share available to common stockholders: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
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Note 8. Supplemental Cash Flow Information
Net Changes in Operating Assets and Liabilities
| Six months ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Trade and other receivables | $ | ( | $ | ( | ||||||||||
| Prepaid consigned vehicle charges | ( | |||||||||||||
| Inventory | ||||||||||||||
| Advances against auction contracts | ( | ( | ||||||||||||
| Prepaid expenses and deposits | ||||||||||||||
| Income taxes | ( | ( | ||||||||||||
| Auction proceeds payable | ||||||||||||||
| Trade and other liabilities | ( | ( | ||||||||||||
| Operating lease obligations | ( | ( | ||||||||||||
Other1 | ( | |||||||||||||
| Net changes in operating assets and liabilities | $ | ( | $ | ( | ||||||||||
1 2025 includes the deposit paid to the CRA described in Note 6. Income Taxes. | |||||
Other Supplemental Cash Flow Information
| Six months ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Interest paid, net of interest capitalized | $ | $ | ||||||||||||
| Interest received | ||||||||||||||
| Assets obtained in exchange for finance lease liabilities | ||||||||||||||
| Assets obtained in exchange for operating lease liabilities | ||||||||||||||
Note 9. Fair Value Measurement
The following table presents the fair values and carrying amounts of the Company's financial instruments that are required to be recorded or disclosed at fair value on a recurring basis:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| Category | Carrying amount | Fair value | Carrying amount | Fair value | |||||||||||||||||||||||||
| Loans receivable | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Revolving Facilities loans | Level 2 | ||||||||||||||||||||||||||||
| TLA Facility loans | Level 2 | ||||||||||||||||||||||||||||
| Senior Secured Notes | Level 1 | ||||||||||||||||||||||||||||
| Senior Unsecured Notes | Level 1 | ||||||||||||||||||||||||||||
The fair value of loans receivable with a maturity date greater than one year are determined by estimating discounted cash flows using market rates. The fair values of the Revolving Facilities loans and TLA Facility loans, before deduction of deferred debt issuance costs, approximate their carrying amounts as the interest rates are market-based and short-term in nature. The fair values of the Senior Secured Notes and Senior Unsecured Notes are determined by reference to quoted market prices in an over-the-counter broker market.
The fair value of derivative financial instruments was not material at June 30, 2026 or December 31, 2025. The gross notional amount of forward currency contracts outstanding at June 30, 2026 was $47.5 million (December 31, 2025 - $59.6 million).
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Note 10. Trade and Other Receivables
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Trade accounts receivable | $ | $ | ||||||||||||
| Advanced charges receivable | ||||||||||||||
| Loans receivable | ||||||||||||||
| Consumption taxes receivable | ||||||||||||||
| Other receivables | ||||||||||||||
| Trade and other receivables, gross | ||||||||||||||
| Less: allowance for credit losses | ( | ( | ||||||||||||
| Trade and other receivables, net | $ | $ | ||||||||||||
The Company generally has possession of assets or asset titles collateralizing a significant portion of trade receivables. Trade receivables are typically due within seven days of the date of sale. Consumption taxes receivable are deemed fully recoverable unless disputed by the relevant tax authority. Other receivables are unsecured and non-interest bearing. The activity in the allowance for credit losses is not material for any periods presented.
Loans Receivable
The Company participates in fully collateralized lending arrangements secured by equipment and, in some cases, other assets. These arrangements typically have terms of to five years . In an event of default, the Company is entitled to the proceeds of disposition of the collateral to recover the loans receivable balance. The related allowance for credit losses is not material.
Long-term loans receivable included within other non-current assets at June 30, 2026 was $5.8 million (December 31, 2025 - $22.0 million)
Note 11. Trade and Other Liabilities
| June 30, 2026 | December 31, 2025 | ||||||||||
| Accrued liabilities | $ | $ | |||||||||
| Trade payables | |||||||||||
| Book overdrafts | |||||||||||
| Deferred revenue | |||||||||||
| Taxes payable | |||||||||||
| Current finance lease liabilities and equipment financing obligations | |||||||||||
| Share unit liabilities | |||||||||||
| Other payables | |||||||||||
| Trade and other liabilities | $ | $ | |||||||||
Accrued liabilities include $25.2 million (December 31, 2025: $18.3 million) of deferred payments relating to the J.M. Wood acquisition.
On March 26, 2026, the Government of Canada enacted legislation repealing the Digital Services Tax (“DST”), with retroactive effect. Upon enactment, the Company concluded that its DST obligations were legally extinguished and derecognized its previously recorded DST liability of $11.2 million. As a result, the Company recognized benefits of $5.4 million and $5.8 million during the first quarter of 2026 within costs of services and selling, general and administrative, respectively.
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Note 12. Debt
| Maturity | Interest Rate1 | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Short-term debt | ||||||||||||||||||||||||||
| Revolving Facilities loans | Various | % | $ | $ | ||||||||||||||||||||||
| Long-term debt | ||||||||||||||||||||||||||
| Revolving Facilities loans | April 2030 | % | ||||||||||||||||||||||||
| CAD TLA Facility loans | April 2030 | % | ||||||||||||||||||||||||
| USD TLA Facility loans | April 2030 | % | ||||||||||||||||||||||||
| Senior Secured Notes | March 2028 | % | ||||||||||||||||||||||||
| Senior Unsecured Notes | March 2031 | % | ||||||||||||||||||||||||
| Less: Unamortized debt issuance costs | ( | ( | ||||||||||||||||||||||||
| Total long-term debt | ||||||||||||||||||||||||||
| Less: Current portion of long-term debt | ||||||||||||||||||||||||||
| Long-term debt | $ | $ | ||||||||||||||||||||||||
1 Interest rates on Revolving Facilities and TLA Facility loans reflect the weighted-average interest rates on borrowings as of June 30, 2026. | |||||
At June 30, 2026, the Company had undrawn Revolving Facilities commitments aggregating $685.5 million available until April 2030, subject to certain covenant restrictions, and undrawn uncommitted foreign credit facility capacity aggregating $15.0 million available indefinitely. The Company was in compliance with all financial and other covenants applicable to its debt agreements at June 30, 2026.
Credit Agreement
In 2016, the Company entered into a credit agreement with a syndicate of lenders (as amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement is comprised of multi-currency revolving facilities (collectively, the “Revolving Facilities”) and the Term Loan A facility (the “TLA Facility”). The TLA Facility is comprised of a facility denominated in U.S. dollars (the “USD TLA Facility”) and a facility denominated in Canadian dollars (the “CAD TLA Facility”).
On April 3, 2025, the Company amended the Credit Agreement to, among other things, increase the aggregate principal amount of Revolving Facilities from $750.0 million to $1.3 billion, reduce the USD TLA Facility from $1.225 billion to $950.0 million, reduce certain loan margins and fees, adjust certain covenants for more financial flexibility, and extend the maturity of the Credit Agreement from September 21, 2026 to April 3, 2030. Revolving Facilities and TLA Facility loans bear interest at a benchmark rate plus an applicable margin and the TLA Facility loans are subject to quarterly installment payments of 1.25 % of principal, with the balance of the loans due upon maturity.
On May 14, 2026, the Company borrowed $300.0 million under the Revolving Facilities to fund the acquisition of BigIron.
Senior Secured and Unsecured Notes
Note 13. Temporary Equity, Equity and Dividends
Series A Senior Preferred Shares
The Series A Senior Preferred Shares are convertible into common shares and were issued at an initial conversion price of $73.00 per share, which is subject to customary anti-dilution adjustment provisions. The conversion price is $71.58 per share as of June 30, 2026. The Series A Senior Preferred Shares carry a 5.5 % preferred dividend, which is payable quarterly, in cash or in shares at the Company's option, and are entitled to participate on an as-converted basis in the Company's regular quarterly common share dividends, subject to a $0.27 per share per quarter floor. The Series A Senior Preferred Shares have no par value.
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On the fourth anniversary of the issuance date of February 1, 2023, holders will have the right to increase the preferred dividend to 7.50 %, and on the ninth anniversary of the issuance date, holders will have the right to increase the preferred dividend to a fixed percentage equal to the greater of (a) 600 bps over the daily simple SOFR as then in effect and (b) 10.50 %, subject, in each case, to the Company’s right to redeem the Series A Senior Preferred Shares for which a dividend rate increase has been demanded.
Upon consummation of one or more specified change of control transactions, the holders will have the right to require the Company to repurchase the Series A Senior Preferred Shares in cash provided, however, that each holder, at its option, may elect instead to convert its Series A Senior Preferred Shares into the applicable change of control consideration. In addition, the Company has the right to redeem the Series A Senior Preferred Shares in the event of a change of control transaction where the successor entity is not traded on certain eligible markets. The possible future redemption of the Series A Senior Preferred Shares as a result of a change in control has been assessed as not probable at June 30, 2026.
Holders of the Series A Senior Preferred Shares are entitled to vote together with the common shares on an as-converted basis on all matters permitted by applicable law, subject to certain exceptions to enable compliance with applicable antitrust law. The Series A Senior Preferred Shares rank, with respect to rights as to dividends, distributions, redemptions and payments upon the liquidation, dissolution and winding up of the Company, (a) senior to all of the junior preferred stock, common shares and any other class or series of capital shares of the Company, issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series A Senior Preferred Shares, (b) on a parity basis with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which expressly provide that such class or series ranks on a parity basis with the Series A Senior Preferred Shares, and (c) junior with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which expressly provide that such class or series ranks on a senior basis to the Series A Senior Preferred Shares.
During the three and six months ended June 30, 2026, holders of the Series A Senior Preferred Shares were paid preferred dividends of $6.7 million and $13.4 million, respectively, (three and six months ended June 30, 2025 - $6.7 million and $13.4 million, respectively) and participating dividends of $2.1 million and $4.2 million, respectively (three and six months ended June 30, 2025 - $1.9 million and $3.8 million, respectively).
Redeemable Non-controlling Interest
Redeemable non-controlling interest related to the put/call agreement with one of the minority unitholders of VeriTread, under which the holder could put its remaining 21 % interest to the Company if certain performance targets were met.
In January 2026, the minority unitholder exercised its put option, and the Company acquired the remaining redeemable non-controlling interest for approximately $12.3 million, reducing the redeemable non-controlling interest to nil. Subsequently, the Company also acquired the remaining interest held by the other remaining non-controlling interest holder and now owns 100 % of VeriTread.
Common Stock Dividends
| Declaration date | Record date | Payment date | Dividend per share | Dividends | ||||||||||||||||||||||
| January 20, 2026 | February 9, 2026 | March 2, 2026 | $ | $ | ||||||||||||||||||||||
| May 1, 2026 | May 27, 2026 | June 18, 2026 | ||||||||||||||||||||||||
On July 21, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.33 per common share, payable on September 17, 2026, to common stockholders of record on August 25, 2026.
Common Stock Repurchase Program
During the first quarter of 2026, the Company obtained Toronto Stock Exchange approval to commence a normal course issuer bid (“NCIB”) to purchase up to the lesser of (a) 10.0 million Company common shares, and (b) that number of Company common shares worth an aggregate of $500.0 million.
The Company repurchased and retired approximately 1.5 million of Company common shares for proceeds of $150.0 million during the three months ended June 30, 2026. As of June 30, 2026, $350.0 million remains available and authorized for common stock repurchases under the NCIB.
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Note 14. Stock-Based Compensation
The following table presents stock-based compensation expense by condensed consolidated income statement classification:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Acquisition-related and integration costs | ||||||||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Share units
The following table presents share unit activity for the six months ended June 30, 2026 (actual number of units; weighted-average grant-date fair value per share unit):
| Performance Share Units (Performance Conditions) | Performance Share Units (Market Conditions) | Restricted Share Units | |||||||||||||||||||||||||||||||||
| Number | WA grant date fair value | Number | WA grant date fair value | Number | WA grant date fair value | ||||||||||||||||||||||||||||||
| Outstanding, December 31, 2025 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
| Vested and settled | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Outstanding at June 30, 2026 | $ | $ | $ | ||||||||||||||||||||||||||||||||
Performance Share Units ("PSUs")
During the six months ended June 30, 2026, the Company granted PSUs to executives and senior employees, approximately half of which have service and performance vesting conditions and approximately half of which have service and market vesting conditions. The PSUs cliff vest after three years .
The fair value of PSUs with market vesting conditions was estimated using a Monte Carlo simulation model on the respective grant dates, incorporating the following significant assumptions, presented on a weighted average basis:
| Six months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Risk free interest rate | % | % | |||||||||
| Expected lives of the PSUs | |||||||||||
| Expected volatility | % | % | |||||||||
| Average expected volatility of comparable companies | % | % | |||||||||
Restricted Share Units ("RSUs")
During the six months ended June 30, 2026, the Company granted RSUs to employees which have service vesting conditions. The RSUs vest over a three-year graded vesting period.
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Note 15. Leases
The following table presents the components of lease expense:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Finance lease cost | ||||||||||||||||||||||||||
| Amortization of leased assets | ||||||||||||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||||||||
| Short-term lease cost | ||||||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Note 16. Contingencies
Legal and Other Claims
The Company is subject to legal and other claims that arise in the ordinary course of business. Management does not believe that the results of these claims will have a material effect on the Company’s condensed consolidated balance sheets or condensed consolidated income statements.
Guarantee Contracts
In the normal course of business, the Company may guarantee a consignor a minimum payout in connection with the sale at auction of that consignor’s equipment. At June 30, 2026, there were $103.0 million of assets guaranteed under contract, of which 94 % are expected to be sold prior to September 30, 2026. The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction.
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements”, 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.
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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.
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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 | % | ||||||||||||||||||||||||||
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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.
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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.
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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.
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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.
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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.
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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 | |||||
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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 | |||||
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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.
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.
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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 | |||||
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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.
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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.
ITEM 4: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management of the Company, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer ("CFO"), evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act as of June 30, 2026. Based on this evaluation, the CEO and CFO concluded that, as of that date, the disclosure controls are effective to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated, communicated to management as appropriate, and recorded, processed, summarized, and reported within the time periods specified by Securities and Exchange Commission rules and forms.
The Company, including its CEO and CFO, does not expect that its internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the second quarter of 2026 that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
We have no material legal proceedings pending, other than ordinary routine litigation incidental to the business, and we do not know of any material proceedings contemplated by governmental authorities.
ITEM 1A: RISK FACTORS
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.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Common Stock Repurchase Program
Common stock repurchase activity during the three months ended June 30, 2026 was as follows (in millions, except number of shares and average price paid per share):
| Periods | (a) Total number of shares purchased | (b) Average price paid per share | (c) Total number of shares purchased as part of publicly announced plans or programs | (d) Approximate dollar value of shares that may yet be purchased under the plans or programs1 | ||||||||||||||||||||||
| April 1 to April 30, 2026 | — | $ | — | — | $ | — | ||||||||||||||||||||
| May 1 to May 31, 2026 | 1,105,885 | 103.72 | 1,105,885 | 385.5 | ||||||||||||||||||||||
| June 1 to June 30, 2026 | 339,534 | 104.68 | 339,534 | 350.0 | ||||||||||||||||||||||
| 1,445,419 | 1,445,419 | |||||||||||||||||||||||||
1 On March 9, 2026, the Company announced that its board of directors authorized a new share repurchase program under which the Company may purchase up to the lesser of (a) 10.0 million Company common shares, and (b) that number of Company common shares with an aggregate purchase price of $500.0 million. | |||||
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5: OTHER INFORMATION
During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
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ITEM 6: EXHIBITS
Exhibits
The exhibits listed in below are filed as part of this Quarterly Report on Form 10-Q and incorporated herein by reference.
| Exhibit Number | Document | |||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended | |||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended | |||||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101 | Interactive Data Files Pursuant to Rule 405 of Regulation S-T, for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Income Statements; (ii) Condensed Consolidated Balance Sheets; (iii) Condensed Consolidated Statements of Changes in Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to the Condensed Consolidated Financial Statements | |||||||
| 104 | Cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL and contained in Exhibit 101 | |||||||
| RB Global, Inc. | 34 | ||||
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RB GLOBAL, INC. | ||||||||
Dated: August 4, 2026 | By: | /s/ Jim Kessler | ||||||
| Jim Kessler Chief Executive Officer | ||||||||
Dated: August 4, 2026 | By: | /s/ Eric J. Guerin | ||||||
| Eric J. Guerin Chief Financial Officer | ||||||||
| RB Global, Inc. | 35 | ||||