[8-K] RB Global, Inc. Reports Material Event

Rhea-AI Filing Summary

Insights

M&A Analyst

Filing confirms closing of a small, undisclosed cash acquisition; strategic impact unclear without financial terms.

The 8-K furnishes a press release under Item 7.01 stating that RB Global’s U.S. subsidiary has closed the purchase of 100 % of J.M. Wood Auction Co. on 14 July 2025. The document provides no purchase price, financing details, or pro-forma contribution; therefore, investors cannot yet gauge earnings accretion, goodwill creation, or integration risk. Because the company used Regulation FD rather than Item 2.01, management signals the deal is not "material" under SEC quantitative thresholds—suggesting revenue or asset impact below the 20 % significance test. Completion removes transaction execution risk but does not alter guidance or balance-sheet disclosures at this stage.

Potential benefits—expanding geographic auction footprint in the U.S. Southeast and adding private-company customer relationships—remain speculative until the next 10-Q quantifies results. Absent deal metrics, the filing is chiefly informational: it updates the market that a previously announced agreement has closed and supplies the related press release as Exhibit 99.1. There are no new commitments, liabilities, or governance changes disclosed.

Net takeaway: closing eliminates uncertainty but provides insufficient data to reassess valuation or forecast. Investors will need forthcoming financial statements to judge whether the acquisition is earnings-enhancing.

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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: July 14, 2025 (Date of earliest event reported)

RB Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Canada		001-13425		98-0626225
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	RBA	New York Stock Exchange
Common Share Purchase Rights	N/A	New York Stock Exchange

Indicate by 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 7.01 Regulation FD Disclosure.

As previously announced, on March 10, 2025, Ritchie Bros. Auctioneers (America) Inc. (the “Buyer”), a wholly-owned subsidiary of RB Global, Inc. (the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with J.M. Wood Auction Co., Inc., an Alabama corporation (the “Target”), the sellers listed in the Purchase Agreement (collectively, the “Sellers”), and Bryant S. Wood, in his capacity as seller representative, pursuant to which the Sellers will sell and transfer to the Buyer, and the Buyer will purchase and acquire from the Sellers (the “Acquisition”), all of the outstanding membership interests in the Target to the Buyer.

On July 14, 2025, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		News release, dated July 14, 2025 issued by RB Global, Inc.
104		Cover 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: July 14, 2025	RB Global, Inc.
	By:	/s/ Ryan Welsh
		Ryan Welsh
		VP Legal & Corporate Secretary