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  4. [8-K] RB GLOBAL INC. Reports Material Event

RB Global Q3 2026 net income rises 47% to $140M

RB Global raised its 2026 GTV growth outlook to 14%–15% and adjusted the lower end of its adjusted EBITDA outlook to $1,525 million.

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8-K

Rhea-AI Filing Summary

RB Global, Inc. reported third-quarter 2026 revenue of $1,274.4 million, up 17% year over year, and net income of $140.2 million, up 47%. Gross transaction value rose 20% to $4,676.1 million; adjusted EBITDA increased 13% to $370.9 million, and diluted earnings per share available to common stockholders was $0.70, up 63%. Service revenue grew 10% to $927.9 million, while its take rate fell 186 basis points to 19.8%.

For full-year 2026, the company set GTV growth outlook at 14% to 15% and adjusted EBITDA at $1,525 million to $1,545 million; the GAAP and adjusted tax rate outlook is 22% to 24%, and capital expenditures are expected to be $350 million to $400 million. It repurchased and retired approximately 3.9 million common shares for $350.0 million; $500.0 million remained available under the NCIB as of September 30, 2026. A $0.33-per-share quarterly cash dividend is payable December 17, 2026, to shareholders of record November 25, 2026. Nine-month operating cash flow was $615.5 million, compared with $723.0 million a year earlier.

3 points · 0 major

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0 major · 1 point

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Positive

  • Moderate pointRevenue rose 17% to $1,274.4 million in third-quarter 2026.
  • Moderate pointNet income rose 47% to $140.2 million in third-quarter 2026.
  • Moderate pointAdjusted EBITDA rose 13% to $370.9 million in third-quarter 2026.

Negative

  • Moderate pointNine-month operating cash flow declined to $615.5 million from $723.0 million.

Filing Explained

RB Global updated its 2026 outlook: GTV growth is now 14% to 15%, up from 9% to 11%; the adjusted EBITDA range is $1,525 million to $1,545 million, with its lower end raised from $1,495 million; and the tax-rate range is 22% to 24%, down from 23% to 25%.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Gross transaction value $4,676.1 million Third quarter 2026; increased 20% year over year
Revenue $1,274.4 million Third quarter 2026; increased 17% year over year
Net income $140.2 million Third quarter 2026; increased 47% year over year
Adjusted EBITDA $370.9 million Third quarter 2026; increased 13% year over year
Diluted earnings per share available to common stockholders $0.70 per share Third quarter 2026; increased 63% year over year
GTV growth outlook 14% to 15% Full-year 2026 current outlook
Adjusted EBITDA outlook $1,525 million to $1,545 million Full-year 2026 current outlook
Quarterly cash dividend $0.33 per common share Payable December 17, 2026, to shareholders of record November 25, 2026
Gross Transaction Value ("GTV") financial
"Gross Transaction Value ("GTV"): Represents total proceeds from all items sold"
Gross transaction value (GTV) is the total dollar value of all goods and services processed through a platform or marketplace over a given period, before deducting fees, returns or discounts. Think of it as the total amount shoppers handed to vendors at a busy market — it shows how big the marketplace is, but not how much the platform keeps as revenue. Investors use GTV to judge transaction scale and growth, while remembering it does not equal profit or cash retained.
Service revenue take rate financial
"Service revenue take rate: Total service revenue divided by total GTV."
The service revenue take rate is the share of the total value of transactions or services that a company keeps as revenue for providing a platform or service — effectively the percentage charged like a toll or commission on each sale or booking. Investors watch it because a higher, stable take rate signals stronger pricing power and profitability per transaction, helping predict margins, growth potential and how efficiently a business turns volume into cash.
Inventory return financial
"Inventory return: Inventory sales revenue less cost of inventory sold."
Normal Course Issuer Bid ("NCIB") regulatory
"Since launching the Normal Course Issuer Bid ("NCIB") in the first quarter of 2026"
Adjusted EBITDA financial
"Adjusted EBITDA is calculated by adding depreciation and amortization"
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.
Gross transaction value $4,676.1 million Increased 20% year over year
Revenue $1,274.4 million Increased 17% year over year
Net income $140.2 million Increased 47% year over year
Adjusted EBITDA $370.9 million Increased 13% year over year
Diluted earnings per share available to common stockholders $0.70 per share Increased 63% year over year
Guidance

Full-year 2026 outlook: GTV growth 14% to 15% (prior outlook 9% to 11%); adjusted EBITDA $1,525 million to $1,545 million (prior outlook $1,495 million to $1,545 million); GAAP and adjusted tax rate 22% to 24% (prior outlook 23% to 25%); capital expenditures $350 million to $400 million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were RBA's third-quarter 2026 revenue and earnings?
RB Global reported third-quarter revenue of $1,274.4 million, up 17% year over year, and net income of $140.2 million, up 47%. Gross transaction value was $4,676.1 million, up 20%, and adjusted EBITDA was $370.9 million, up 13%.

What is RBA's 2026 financial outlook?
RB Global's current full-year outlook is 14% to 15% GTV growth and adjusted EBITDA of $1,525 million to $1,545 million. The outlook also includes a 22% to 24% GAAP and adjusted tax rate and capital expenditures of $350 million to $400 million.

What dividend did RBA declare, and when is it payable?
RB Global declared a quarterly cash dividend of $0.33 per common share, payable December 17, 2026, to shareholders of record November 25, 2026.

How many shares did RBA repurchase in the third quarter?
RB Global reported repurchasing and retiring approximately 3.9 million common shares for an aggregate purchase price of $350.0 million. Since launching the NCIB in the first quarter of 2026, the company repurchased and retired approximately 5.4 million common shares for an aggregate purchase price of $500.0 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001046102FALSETRUE00010461022026-11-092026-11-090001046102us-gaap:CommonStockMember2026-11-092026-11-090001046102rba:CommonSharePurchaseRightsMember2026-11-092026-11-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: November 9, 2026
RB Logo.jpg
RB Global, Inc.
(Exact Name of Registrant as Specified in its Charter)
Canada001-1342598-0626225
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification)
Two Westbrook Corporate Center, Suite 500, Westchester, Illinois, 60154
(Address of principal executive offices) (Zip Code)
(708) 492-7000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Exchange on Which Registered
Common SharesRBANew York Stock Exchange
Common Share Purchase RightsN/ANew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐


Item 2.02 Results of Operations and Financial Condition
On November 9, 2026, RB Global, Inc. (the "Company") issued a news release announcing its financial results for the third quarter ended September 30, 2026. A copy of the news release is furnished as Exhibit 99.1 to this report.
Item 8.01 Other Events
On November 6, 2026, the Company declared a quarterly cash dividend of $0.33 per common share, payable on December 17, 2026, to shareholders of record on November 25, 2026.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit NumberDescription
99.1
News release, dated November 9, 2026 issued by RB Global, Inc.
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document


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 hereunto duly authorized.
Dated: November 9, 2026
RB Global, Inc.
By:/s/ Darren Watt
Darren Watt
Chief Legal Officer


rbglobal.jpg
Exhibit 99.1 – News Release

RB Global reports third quarter 2026 results
WESTCHESTER, IL, November 9, 2026 – RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, or “our”) reported the following results for the three months ended September 30, 2026.
"Our third-quarter results demonstrate the strength of RB Global's marketplace and the consistent execution of our teams to deliver solid topline and bottom-line growth," said Jim Kessler, CEO of RB Global. “We remain committed to gaining market share, delivering strong growth across all our businesses, and generating improved operating leverage. By increasing our clarity and focus across the organization, we remain confident in our ability to continue creating meaningful value for our customers, partners, and shareholders, while advancing our strategic initiatives that will position us for durable long-term growth."
Third Quarter Financial Highlights1,2,3:
•Gross transaction value ("GTV") increased 20% year over year to $4.7 billion.
•Revenue increased 17% year over year to $1.3 billion.
•Service revenue increased 10% year over year to $927.9 million.
•Inventory sales revenue increased 40% year over year to $346.5 million.
•Net income increased 47% year over year to $140.2 million.
•Net income available to common stockholders increased 59% year over year to $128.7 million.
•Diluted earnings per share available to common stockholders increased 63% to $0.70 per share.
•Diluted adjusted earnings per share available to common stockholders increased 11% year over year to $1.03 per share.
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 13% year over year to $370.9 million.
•The Company repurchased and retired approximately 3.9 million common shares for an aggregate purchase price of $350.0 million. Since launching the Normal Course Issuer Bid ("NCIB") in the first quarter of 2026, the Company has repurchased and retired approximately 5.4 million common shares for an aggregate purchase price of $500.0 million. As of September 30, 2026, $500.0 million remained available under the NCIB.
2026 Financial Outlook
The Company has updated its full-year 2026 outlook for select financial data, as shown below:
(in millions, except percentages)Current OutlookPrior Outlook
(as provided on August 4, 2026)
GTV growth14% to 15%9% to 11%
Adjusted EBITDA$1,525 to $1,545$1,495 to $1,545
Full year tax rate (GAAP and adjusted)22% to 24%23% to 25%
Capital expenditures4$350 to $400$350 to $400
1 For information regarding RB Global's use and definition of certain measures, see “Key Operating Metrics” and “Non-GAAP Measures” sections in this news release.
2 All figures are presented in U.S. dollars.
3 For the third quarter of 2026 as compared to the third quarter of 2025.
4 Capital expenditures is defined as property, plant and equipment, net of proceeds on disposals, plus intangible asset additions.

RB Global, Inc.
1

Additional Financial and Operational Highlights
(Unaudited)
Three months ended September 30,Nine months ended September 30,
(in millions, except percentages and per share data)20262025% Change20262025% Change
GTV$4,676.1$3,893.820 %$13,689.7$11,920.815 %
Service revenue927.9845.010 %2,759.02,584.77 %
Service revenue take rate19.8 %21.7 %(186) bps20.2 %21.7 %(153) bps
Inventory sales revenue$346.5$247.740 %$1,067.1$802.633 %
Inventory return18.111.656 %71.145.158 %
Inventory rate5.2 %4.7 %54 bps6.7 %5.6 %104 bps
Net income$140.2$95.247 %$419.4$318.232 %
Net income available to common stockholders128.780.759 %385.3283.136 %
Adjusted EBITDA370.9327.713 %1,120.81,020.110 %
Diluted earnings per share available to common stockholders$0.70$0.4363 %$2.07$1.5236 %
Diluted adjusted earnings per share available to common stockholders$1.03$0.9311 %$3.16$2.899 %
Revenue
(Unaudited)
Three months ended September 30,Nine months ended September 30,
(in millions, except percentages)20262025% Change20262025% Change
Transactional seller revenue$234.7 $215.8 9 %$715.2 $673.6 6 %
Transactional buyer revenue612.4 543.8 13 %1,800.81,661.18 %
Marketplace services revenue80.8 85.4 (5)%243.0250.0(3)%
Total service revenue927.9 845.0 10 %2,759.02,584.77 %
Inventory sales revenue346.5 247.7 40 %1,067.1802.633 %
Total revenue$1,274.4 $1,092.7 17 %$3,826.1 $3,387.3 13 %
For the Third Quarter:
•GTV increased 20% year-over-year to $4.7 billion, reflecting broad-based strength across all sectors. Automotive GTV increased 18%, driven by higher unit volumes, including the impact of net market share gains, and higher average selling prices across both salvage and remarketed vehicles. GTV in the heavy equipment and transportation ("HE&T") sector increased 19% year-over-year, driven by contributions from acquisitions that were not included in the prior-year period and strong underlying growth. GTV in other increased primarily due to the addition of BigIron real estate transactions. Excluding contributions from acquisitions that were not included in the prior-year period, total GTV increased 14%.
•Service revenue increased 10% year over year to $927.9 million, driven by higher GTV, partially offset by lower service revenue take rate. Service revenue take rate declined 186 basis points year over year to 19.8%, primarily reflecting strategic portfolio mix which includes the impact of acquisitions, divestitures, and growth in automotive remarketing. Increased real estate transaction volumes and normal business mix impacts also contributed to the decline.
•Inventory sales revenue increased 40% year over year to $346.5 million, primarily due to higher HE&T volumes, changes in HE&T customer contract preference, and acquisitions, partially offset by lower automotive revenue. The inventory rate increased 54 basis points year over year to 5.2%, primarily due to improved performance in the HE&T sector.
•Net income available to common stockholders increased to $128.7 million, primarily due to higher operating income, a one-time $18.2 million excise tax refund related to the 2023 acquisition of IAA, and the non-recurrence of the $5.0 million adjustment to redeemable non-controlling interest recognized in the third quarter of 2025. These increases were partially offset by higher income tax expense.

RB Global, Inc.
2

•Adjusted EBITDA1 increased 13% year over year, driven by GTV growth and higher contribution from inventory returns, partially offset by higher operating expenses and lower service revenue take rate.
GTV by Sector
Effective in 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 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 parts2. 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.
Three months ended September 30,Nine months ended September 30,
(in millions, except percentages)20262025% Change20262025% Change
Automotive$2,528.9$2,152.218 %$7,266.8$6,458.413 %
Heavy Equipment & Transportation1,932.71,627.319 %5,952.85,118.116 %
Other214.5114.388 %470.1344.337 %
Total GTV$4,676.1$3,893.820 %$13,689.7$11,920.815 %

Lots Sold by Sector
Three months ended September 30,Nine months ended September 30,
(in thousands, except percentages)20262025% Change20262025% Change
Automotive652.2601.78 %1,942.31,823.27 %
Heavy Equipment & Transportation202.2163.024 %581.6505.915 %
Other68.551.533 %167.7189.4(11) %
Total lots922.9816.213 %2,691.62,518.57 %

1 For information regarding RB Global's use and definition of this measure, see “Key Operating Metrics” and “Non-GAAP Measures” sections in this news release.
2 Until June 21, 2025, the date of its deconsolidation in connection with the LKQ SYNETIQ transaction described in the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

RB Global, Inc.
3

Reconciliation of Operating Expenses
(Unaudited)
The following table reconciles as reported operating expenses by line item to adjusted operating expenses to exclude the impact of adjustments, as defined in our Non-GAAP Measures.
Three Months Ended September 30, 2026
(in millions)Cost of servicesCost of inventory soldSelling, general and
administrative		Acquisition- related and
integration costs		Depreciation and
amortization		Total operating
expenses
As reported$378.0$328.4$211.8$7.8$133.0$1,059.0
Stock-based compensation expense——(14.4)——(14.4)
Acquisition-related and integration costs———(7.8)—(7.8)
Restructuring costs——(1.6)—— (1.6)
Amortization of acquired intangible assets————(75.0)(75.0)
Other legal, advisory and non-income tax expense——(1.1)——(1.1)
Adjusted$378.0$328.4$194.7$—$58.0$959.1
Nine Months Ended September 30, 2026
(in millions)Cost of servicesCost of inventory soldSelling, general and
administrative		Acquisition- related and
integration costs		Depreciation and
amortization		Total operating
expenses
As reported$1,124.7$996.0$636.8$21.7$390.1$3,169.3
Stock-based compensation expense——(47.6)——(47.6)
Acquisition-related and integration costs———(21.7)—(21.7)
Restructuring costs——(6.4)—— (6.4)
Amortization of acquired intangible assets————(221.8)(221.8)
Other legal, advisory and non-income tax expense——(1.7)——(1.7)
Adjusted$1,124.7$996.0$581.1$—$168.3$2,870.1
Dividend Information
On November 6, 2026, the Company declared a quarterly cash dividend of $0.33 per common share, payable on December 17, 2026, to shareholders of record on November 25, 2026.
Third Quarter 2026 Earnings Conference Call
RB Global is hosting a conference call to discuss its financial results for the quarter ended September 30, 2026, at 8:30 AM ET on November 9, 2026. The replay of the webcast will be available through November 9, 2027.
Conference call and webcast details are available at the following link: https://investor.rbglobal.com.
About RB Global
RB Global, Inc. (NYSE: RBA) (TSX: RBA) keeps the world's assets working. A leading marketplace connecting buyers and sellers of commercial assets, vehicles and real estate, RB Global has a vision to be the world's most trusted asset marketplace. Through its global network of physical locations, digital marketplaces and trusted brands, the company provides transaction solutions, services and insights to customers across construction, commercial transportation, automotive, agriculture, government surplus, lifting and material handling, energy and mining, delivering liquidity, trust and ease at every stage of an asset's life. Its brands include Ritchie Bros., IAA, BigIron, Rouse Services, SmartEquip and VeriTread. Visit rbglobal.com.

RB Global, Inc.
4

Forward-looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, “forward-looking statements”), including, in particular, statements regarding future financial and operational results, opportunities, and any other statements regarding events or developments that RB Global believes or anticipates will or may occur in the future. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “confident”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or statements that events or conditions “will”, “would”, “may”, “remain”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond RB Global’s control, including risks and uncertainties related to: our ability to integrate acquisitions; the fact that operating costs and business disruption may be greater than expected; the effect of the consummation of any mergers on the trading price of RB Global's common shares; the ability of RB Global to retain and hire key personnel and employees; the significant costs associated with any mergers; the outcome of any legal proceedings that have been or could be instituted against RB Global; the ability of the Company to realize anticipated synergies in the amount, manner or timeframe expected or at all; the failure of the Company to achieve expected operating results in the amount, manner or timeframe expected or at all; changes in capital markets and the ability of the Company to generate cash flow and/or finance operations in the manner expected or to de-lever in the timeframe expected; the failure of RB Global or the Company to meet financial forecasts and/or key performance targets including the Company's key operating metrics; the Company’s ability to commercialize new platform solutions and offerings; legislative, regulatory and economic developments affecting the combined business; general economic and market developments and conditions, including as a result of global trade tensions and as a result of current, proposed or future tariffs, including retaliatory tariffs; the evolving legal, regulatory and tax regimes under which RB Global operates; unpredictability and severity of catastrophic events, including, but not limited to, pandemics, acts of terrorism or outbreak of war or hostilities, as well as RB Global’s response to any of the aforementioned factors. Other risks that could cause actual results to differ materially from those described in the forward-looking statements are included in RB Global's periodic reports and other filings with the Securities and Exchange Commission (“SEC”) and/or applicable Canadian securities regulatory authorities, including the risk factors identified under Item 1A “Risk Factors” and the section titled “Summary of Risk Factors” in RB Global’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and RB Global’s periodic reports and other filings with the SEC, which are available on the SEC, SEDAR+ and RB Global websites. The foregoing list is not exhaustive of the factors that may affect RB Global’s forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, and actual results may differ materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements are made as of the date of this news release and RB Global does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you should not place undue reliance on forward-looking statements.
Key Operating Metrics
We regularly review a number of metrics, including the following key operating metrics, to evaluate our business, measure our performance, identify trends affecting our business, and make operating decisions. We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our operational strategies.
Gross Transaction Value ("GTV"): Represents total proceeds from all items sold on our auctions and online marketplaces, third-party online marketplaces, private brokerage services and other disposition channels. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in the Company’s condensed consolidated financial statements.
Total service revenue take rate: Total service revenue divided by total GTV.
Inventory return: Inventory sales revenue less cost of inventory sold.
Inventory rate: Inventory return divided by inventory sales revenue.
Total lots sold: A single asset to be sold or a group of assets bundled for sale as one unit.

RB Global, Inc.
5

GTV and Condensed Consolidated Income Statements
(Unaudited; in millions, except per share data)
Three months ended
September 30,		Nine months ended
September 30,
2026202520262025
GTV$4,676.1$3,893.8$13,689.7$11,920.8
Revenue:
Service revenue$927.9$845.0$2,759.0$2,584.7
Inventory sales revenue346.5247.71,067.1802.6
Total revenue1,274.41,092.73,826.13,387.3
Operating expenses:
Costs of services378.0353.01,124.71,068.8
Cost of inventory sold328.4236.1996.0757.5
Selling, general and administrative211.8217.8636.8645.0
Acquisition-related and integration costs7.84.021.79.8
Depreciation and amortization133.0124.7390.1355.9
Total operating expenses1,059.0935.63,169.32,837.0
Gain on disposition of property, plant and equipment1.51.22.41.6
Loss on deconsolidation———(15.5)
Operating income216.9158.3659.2536.4
Interest expense(49.1)(48.2)(135.5)(145.6)
Interest income4.33.610.210.6
Other income (loss), net17.0(1.6)15.5(0.7)
Foreign exchange loss(2.6)(0.4)(3.7)(0.6)
Income before income taxes186.5111.7545.7400.1
Income tax expense46.316.5126.381.9
Net income140.295.2419.4318.2
Net income (loss) attributable to non-controlling interests0.1 (0.3)0.3 (0.5)
Net income attributable to controlling interests140.195.5419.1318.7
Cumulative dividends on Series A Senior Preferred Shares(6.7)(6.7)(20.1)(20.1)
Allocated earnings to Series A Senior Preferred Shares(4.7)(3.1)(14.1)(10.5)
Adjustment of redeemable non-controlling interest—(5.0)0.4(5.0)
Net income available to common stockholders$128.7$80.7$385.3$283.1
Basic earnings per share available to common stockholders$0.70$0.43$2.08$1.53
Diluted earnings per share available to common stockholders$0.70$0.43$2.07$1.52
Basic weighted average shares outstanding183.3185.6185.0185.3
Diluted weighted average shares outstanding184.2187.1186.2186.7

RB Global, Inc.
6

Condensed Consolidated Balance Sheets
(Unaudited, in millions, except per share data)
September 30,
2026		December 31,
2025
Assets
Current assets:
Cash and cash equivalents$512.4 $531.5 
Restricted cash120.5 163.3 
Trade and other receivables, net of allowance for credit losses of $7.9 and $8.6, respectively
889.0 706.3 
Prepaid consigned vehicle charges68.1 62.4 
Inventory189.7 139.8 
Other current assets89.8 107.8 
Income taxes receivable77.7 73.7 
Total current assets1,947.2 1,784.8 
Property, plant and equipment, net1,647.3 1,522.3 
Operating lease right-of-use assets1,495.9 1,545.5 
Other non-current assets136.1 149.4 
Intangible assets, net2,280.4 2,464.5 
Goodwill4,969.7 4,668.0 
Deferred tax assets8.5 8.5 
Total assets$12,485.1 $12,143.0 
Liabilities, Temporary Equity and Stockholders' Equity
Current liabilities:
Auction proceeds payable$598.3 $457.9 
Trade and other liabilities692.5 836.5 
Current operating lease liabilities131.7 128.2 
Income taxes payable0.7 6.7 
Short-term debt10.0 137.5 
Current portion of long-term debt51.1 51.2 
Total current liabilities1,484.3 1,618.0 
Long-term operating lease liabilities1,418.3 1,456.8 
Long-term debt3,115.6 2,282.8 
Other non-current liabilities126.8 158.5 
Deferred tax liabilities559.2 559.2 
Total liabilities6,704.2 6,075.3 
Temporary equity:
Series A Senior Preferred Shares; shares authorized, issued and outstanding: 485.0 million
482.0 482.0 
Redeemable non-controlling interest— 12.6 
Stockholders' equity:
Senior preferred and junior preferred stock; unlimited shares authorized; shares issued and outstanding, other than Series A Senior Preferred Shares: nil
— — 
Common stock and additional paid-in capital, no par value; unlimited shares authorized; shares issued and outstanding: 181.3 million and 185.9 million, respectively
3,912.6 4,365.1 
Retained earnings$1,470.9 $1,254.6 
Accumulated other comprehensive loss(85.0)(48.3)
Stockholders' equity5,298.5 5,571.4 
Non-controlling interests0.4 1.7 
Total stockholders' equity5,298.9 5,573.1 
Total liabilities, temporary equity, and stockholders' equity$12,485.1 $12,143.0 

RB Global, Inc.
7

Condensed Consolidated Statements of Cash Flows
(Unaudited, in millions)
Nine months ended September 30,20262025
Cash provided by (used in):
Operating activities:
Net income$419.4 $318.2 
Adjustments for items not affecting cash:
Depreciation and amortization390.1 355.9 
Stock-based compensation expense47.9 64.4 
Amortization of right-of-use assets124.6 119.3 
Loss on deconsolidation— 15.5 
Other, net8.1 17.9 
Net changes in operating assets and liabilities(374.6)(168.2)
Net cash provided by operating activities615.5 723.0 
Investing activities:
Acquisitions, net of cash acquired(331.1)(163.6)
Property, plant and equipment additions(183.0)(190.3)
Proceeds on disposition of property, plant and equipment6.0 4.4 
Intangible asset additions(84.1)(91.2)
Proceeds from loans receivable14.2 15.8 
Issuance of loans receivable(22.5)(36.4)
Other, net— (4.0)
Net cash used in investing activities(600.5)(465.3)
Financing activities:
Payments of dividends(201.9)(191.4)
Repurchases and retirements of common stock(500.0)— 
Proceeds from exercise of stock options and employee stock purchase plan29.1 35.4 
Payments of tax withholding related to vesting of share units(22.4)(20.6)
Net proceeds from short-term debt139.0 41.2 
Repayment of long-term debt(287.7)(338.9)
Proceeds from the issuance of long-term debt857.4 275.0 
Payment of debt issuance costs— (4.4)
Repayments of finance lease and equipment financing obligations(48.0)(23.6)
Proceeds from equipment financing obligations2.6 2.7 
Payment of deferred purchase and contingent consideration(19.1)(1.9)
Acquisition of VeriTread non-controlling interests(14.3)— 
Net cash used in financing activities(65.3)(226.5)
Effect of changes in exchange rates on cash, cash equivalents, and restricted cash(11.6)19.3 
Cash and cash equivalents classified as assets held for sale— (6.0)
Net increase (decrease) in cash, cash equivalents, and restricted cash(61.9)44.5 
Cash, cash equivalents, and restricted cash, beginning of period694.8 708.8 
Cash, cash equivalents, and restricted cash, end of period$632.9 $753.3 

RB Global, Inc.
8

Non-GAAP Measures
(Unaudited)
This news release references non-GAAP measures. These measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP.
The Company has not provided a reconciliation of Adjusted EBITDA outlook for fiscal 2026 to GAAP net income, the most directly comparable GAAP financial measure, because without unreasonable efforts, it is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate Adjusted EBITDA, including but not limited to: (a) the net loss or gain on the sale of property, plant and equipment, or other assets, (b) acquisition-related or integration costs relating to our merger and acquisition activity, including severance costs, (c) restructuring costs, (d) stock-based compensation expense, which value is directly impacted by the fluctuations in our share price and other variables, and (e) other expenses that we do not believe are indicative of our ongoing operations. These adjustments are uncertain, depend on various factors that are beyond our control and could have a material impact on net income for fiscal 2026.
Please refer to the Form 10-Q for the quarterly period ended September 30, 2026 for a summary of adjusting items for the first three quarters of 2026. The adjusting items recognized in prior-year quarters are discussed in Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2025.
Unless otherwise indicated, all amounts in the following tables are in millions, except per share amounts and percentages.
Adjusted Net Income Available to Common Stockholders and Diluted Adjusted EPS Available to Common Stockholders Reconciliation
The Company believes that adjusted net income available to common stockholders provides useful information about the growth or decline of the net income available to common stockholders for the relevant financial period and eliminates the financial impact of adjusting items the Company does not consider to be part of the normal operating results. Diluted adjusted EPS available to common stockholders eliminates the financial impact of adjusting items from net income available to common stockholders that the Company does not consider to be part of the normal operating results.
Adjusted net income available to common stockholders is calculated as net income available to common stockholders excluding the effects of adjusting items that we do not consider to be part of our normal operating results, such as stock-based compensation expense, acquisition-related and integration costs, restructuring costs, amortization of acquired intangible assets, executive transition costs and certain other items.
Net income available to common stockholders is calculated as net income attributable to controlling interests, less cumulative dividends on Series A Senior Preferred Shares, allocated earnings to Series A Senior Preferred Shares, and adjustments to redeemable non-controlling interest.

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

RB Global, Inc.
9

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
September 30,		Nine months ended
September 30,
2026202520262025
Net income available to common stockholders$128.7 $80.7 $385.3 $283.1 
Stock-based compensation expense14.4 21.6 47.6 61.2 
Acquisition-related and integration costs7.8 4.0 21.7 9.8 
Restructuring costs1.6 10.2 6.4 13.1 
Amortization of acquired intangible assets75.0 72.7 221.8 209.3 
Gain on disposition of property, plant and equipment(1.5)(1.2)(2.4)(1.4)
Executive transition costs— 4.7 — 10.5 
Excise tax refund(18.2)— (18.2)— 
Other legal, advisory and non-income tax expense1.4 8.1 4.8 13.0 
Loss on deconsolidation and related costs— — — 19.7 
Debt refinancing costs— — — 3.9 
Related tax effects of the above(17.7)(28.6)(69.7)(78.3)
Related allocation of the above to Series A Senior Preferred Shares(2.2)(3.2)(7.5)(9.2)
Adjustment of redeemable non-controlling interest— 5.0 (0.4)5.0 
Adjusted net income available to common stockholders$189.3 $174.0 $589.4 $539.7 
Diluted weighted average shares outstanding¹184.2187.1186.2186.7
Diluted earnings per share available to common stockholders$0.70 $0.43 $2.07 $1.52 
Diluted adjusted earnings per share available to common stockholders$1.03 $0.93 $3.16 $2.89 
1Earnings per share amounts are computed using the unrounded diluted weighted average shares outstanding.

RB Global, Inc.
10

Adjusted EBITDA
The Company believes adjusted EBITDA provides useful information and is a key performance measure because it facilitates operating performance comparisons from period to period and it provides management with the ability to monitor its controllable incremental revenues and costs.
Adjusted EBITDA is calculated by adding depreciation and amortization, interest expense, and income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items.
The following table reconciles adjusted EBITDA to net income, which is the most directly comparable GAAP measure in, or calculated from, our condensed consolidated financial statements:
Three months ended
September 30,		Nine months ended
September 30,
2026202520262025
Net income$140.2 $95.2 $419.4 $318.2 
Add: Depreciation and amortization133.0 124.7 390.1 355.9 
Add: Interest expense49.1 48.2 135.5 145.6 
Less: Interest income(4.3)(3.6)(10.2)(10.6)
Add: Income tax expense46.3 16.5 126.3 81.9 
EBITDA364.3 281.0 1,061.1 891.0 
Stock-based compensation expense14.4 21.6 47.6 61.2 
Acquisition-related and integration costs7.8 4.0 21.7 9.8 
Restructuring costs1.6 10.2 6.4 13.1 
Gain on disposition of property, plant and equipment(1.5)(1.2)(2.4)(1.4)
Excise tax refund, excluding interest(16.8)— (16.8)— 
Executive transition costs— 4.7 — 10.5 
Loss on deconsolidation and related costs— — — 19.7 
Debt refinancing costs— — — 3.9 
Other legal, advisory and non-income tax expense1.1 7.4 3.2 12.3 
Adjusted EBITDA$370.9 $327.7 $1,120.8 $1,020.1 


RB Global, Inc.
11

Adjusted Net Debt and Adjusted Net Debt/Adjusted EBITDA Reconciliation
The Company believes that comparing adjusted net debt to adjusted EBITDA on a trailing twelve-month basis, across different periods, provides useful information to investors about the Company's operational performance and financial flexibility. This ratio indicates the period of time it would take to repay both our short- and long-term debt from operating earnings. The Company does not consider this to be a measure of its liquidity, which is its ability to meet short-term obligations, but rather a measure of how well it manages its liquidity position. Measures of liquidity are noted under “Liquidity and Capital Resources” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
Adjusted net debt is calculated by subtracting cash and cash equivalents from short and long-term debt. Adjusted net debt/adjusted EBITDA is calculated by dividing adjusted net debt by adjusted EBITDA.
The following table reconciles adjusted net debt to debt, adjusted EBITDA to net income, and adjusted net debt/ adjusted EBITDA to debt/ net income, respectively, which are the most directly comparable GAAP measures in, or calculated from, our condensed consolidated financial statements.
At and for the twelve months ended September 30,20262025
Short-term debt$10.0 $73.6 
Long-term debt3,166.7 2,568.6 
Debt3,176.7 2,642.2 
Less: Cash and cash equivalents(512.4)(674.7)
Adjusted net debt2,664.3 1,967.5 
Net income$528.8 $436.6 
Add: Depreciation and amortization517.6 470.4 
Add: Interest expense181.5 198.3 
Less: Interest income(14.5)(16.5)
Add: Income tax expense152.4 123.9 
EBITDA1,365.8 1,212.7 
Stock-based compensation expense63.1 76.4 
Acquisition-related and integration costs31.3 15.9 
Restructuring costs10.5 13.1 
Gain on disposition of property, plant and equipment and related costs(3.0)(1.4)
Executive transition costs43.2 12.9 
(Gain) loss on divestiture and deconsolidation, net and related costs(3.9)19.7 
Excise tax refund, excluding interest(16.8)— 
Debt refinancing costs— 3.9 
Other legal, advisory and non-income tax expense10.2 12.9 
Adjusted EBITDA$1,500.4 $1,366.1 
Debt/net income6.0 x6.1 x
Adjusted net debt/adjusted EBITDA1.8 x1.4 x

For further information, please contact:
Sameer Rathod | Vice President, Investor Relations and Market Intelligence
1-510-381-7584 | srathod@rbglobal.com

RB Global, Inc.
12

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