RB Global reports $140.1 million net income for Q3 2026

Cover page 3 changes

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For the quarterly period ended June September 30, 2026

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The number of common shares outstanding as of July 28, November 2, 2026 was 185.2 181.3 million.

For The Quarterly Period Ended June September 30, 2026

Forward-looking statements 1 change

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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 believe could materially 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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Financial statements 208 changes

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June 30, Six months ended

Service revenue $ 933.4 $ 887.2 $ 1,831.1 $ 1,739.7

Inventory sales revenue 383.7 298.8 720.6 554.9

Total revenue 1,317.1 1,186.0 2,551.7 2,294.6

Costs of services 381.6 353.9 746.7 715.8

Cost of inventory sold 360.9 286.4 667.6 521.4

Selling, general and administrative 210.8 222.2 425.0 427.2

Acquisition-related and integration costs 7.7 2.7 13.9 5.8

Depreciation and amortization 130.4 116.7 257.1 231.2

Total operating expenses 1,091.4 981.9 2,110.3 1,901.4

Gain (loss) on disposition of property, plant and equipment (0.9) — 0.9 0.4

Operating income 224.8 188.6 442.3 378.1

Interest expense (42.4) (47.5) (86.4) (97.4)

Interest income 3.3 4.0 5.9 7.0

Other income (loss), net 0.8 0.2 (1.5) 0.9

Foreign exchange gain (loss) (0.5) 0.2 (1.1) (0.2)

Income before income taxes 186.0 145.5 359.2 288.4

Income tax expense 42.4 35.8 80.0 65.4

Net income 143.6 109.7 279.2 223.0

Net income attributable to controlling interests 143.5 109.8 279.0 223.2

Net income available to common stockholders $ 132.0 $ 99.5 $ 256.6 $ 202.4

Basic weighted average number of shares outstanding 185.8 185.4 185.9 185.1

Diluted weighted average number of shares outstanding 186.9 186.6 187.2 186.5

September 30, Nine months ended

Service revenue $ 927.9 $ 845.0 $ 2,759.0 $ 2,584.7

Inventory sales revenue 346.5 247.7 1,067.1 802.6

Total revenue 1,274.4 1,092.7 3,826.1 3,387.3

Costs of services 378.0 353.0 1,124.7 1,068.8

Cost of inventory sold 328.4 236.1 996.0 757.5

Selling, general and administrative 211.8 217.8 636.8 645.0

Acquisition-related and integration costs 7.8 4.0 21.7 9.8

Depreciation and amortization 133.0 124.7 390.1 355.9

Total operating expenses 1,059.0 935.6 3,169.3 2,837.0

Gain on disposition of property, plant and equipment 1.5 1.2 2.4 1.6

Loss on deconsolidation — (15.5) — — (15.5)

Operating income 216.9 158.3 659.2 536.4

Interest expense (49.1) (48.2) (135.5) (145.6)

Interest income 4.3 3.6 10.2 10.6

Other income (loss), net 17.0 (1.6) 15.5 (0.7)

Foreign exchange loss (2.6) (0.4) (3.7) (0.6)

Income before income taxes 186.5 111.7 545.7 400.1

Income tax expense 46.3 16.5 126.3 81.9

Net income 140.2 95.2 419.4 318.2

Net income (loss) attributable to non-controlling interests 0.1 (0.1) 0.2 (0.2) (0.3) 0.3 (0.5)

Net income attributable to controlling interests 140.1 95.5 419.1 318.7

Cumulative dividends on Series A Senior Preferred Shares (6.7) (6.7) (13.4) (13.4) (20.1) (20.1)

Allocated earnings to Series A Senior Preferred Shares (4.8) (3.6) (9.4) (7.4) (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 $ 0.71 0.70 $ 0.54 0.43 $ 1.38 2.08 $ 1.09 1.53

Diluted earnings per share available to common stockholders $ 0.71 0.70 $ 0.53 0.43 $ 1.37 2.07 $ 1.09 1.52

Basic weighted average shares outstanding 183.3 185.6 185.0 185.3

Diluted weighted average shares outstanding 184.2 187.1 186.2 186.7

1 unchanged paragraph

RB Global, Inc. Form 10-Q 1

2 unchanged paragraphs

June 30, Six months ended

Net income $ 143.6 $ 109.7 $ 279.2 $ 223.0

Foreign currency translation adjustment (17.1) 74.5 (33.8) 85.0

Comprehensive income 126.5 184.2 245.4 308.0

Comprehensive income attributable to controlling interests $ 126.4 $ 184.2 $ 245.2 $ 308.0

September 30, Nine months ended

Net income $ 140.2 $ 95.2 $ 419.4 $ 318.2

Other comprehensive income, (loss), net of income tax

Foreign currency translation adjustment (2.9) (22.8) (36.7) 62.2

Comprehensive income 137.3 72.4 382.7 380.4

Comprehensive income (loss) attributable to non-controlling interests 0.1 (0.1) 0.2 0.2 0.3 0.1

Comprehensive loss attributable to redeemable non-controlling interest interests — (0.1) (0.3) — (0.2) (0.5)

Comprehensive income attributable to controlling interests $ 137.2 $ 72.8 $ 382.4 $ 380.8

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RB Global, Inc. Form 10-Q 2

2 unchanged paragraphs

Restricted cash 130.8 163.3

Inventory 137.9 139.8

Cash and cash equivalents $ 524.9 512.4 $ 531.5

Restricted cash 120.5 163.3

Trade and other receivables, net of allowance for credit losses of $8.1 $7.9 and $8.6, respectively

Prepaid consigned vehicle charges 66.1 68.1 62.4

Inventory 189.7 139.8

Other current assets 95.6 89.8 107.8

Income taxes receivable 78.7 77.7 73.7

Total current assets 1,888.4 1,947.2 1,784.8

Property, plant and equipment, net 1,610.0 1,647.3 1,522.3

Operating lease right-of-use assets 1,526.8 1,495.9 1,545.5

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and 128 more changes in the filing

Note 2: Recent Accounting Pronouncements 2 changes

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 contemplating 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 following a modified transition approach.

2 unchanged paragraphs

Note 3: Acquisitions 23 changes

1 unchanged paragraph

RB Global, Inc. Form 10-Q 8

3 unchanged paragraphs

Intangible assets 79.1

Property, plant, and equipment, net 5.4 4.7

Intangible assets 41.8

1 unchanged paragraph

Trade and other liabilities 30.4 (32.0)

1 unchanged paragraph

Fair value of identifiable net assets acquired 52.1 11.7

Goodwill acquired on acquisition $ 264.5 304.9

2 unchanged paragraphs

Customer relationships $ 75.3 7 years

Customer relationships $ 38.0 5 years

2 unchanged paragraphs

Fair value of acquired intangible assets $ 79.1 6.9 41.8 5 years

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 non-compete 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 September 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 preliminary valuation of identifiable 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.

During the third quarter of 2026, the Company recorded a measurement period adjustment to customer relationship intangible assets, decreasing their carrying value by approximately $37.3 million, with a corresponding increase to goodwill, as a result of revised valuation assumptions, including customer retention and attrition rates. The estimated useful life was revised from 7 years to 5 years. The resulting adjustment to amortization expense was not material.

The goodwill recognized primarily reflects expected synergies of associated with the combined company, Company's expansion into the U.S. agriculture market, the value of BigIron's 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.

1 unchanged paragraph

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.

BigIron Acquisition-related and integration costs of $2.3 associated with the BigIron acquisition during the three and nine months ended September 30, 2026 were $4.2 million and $6.6 million, respectively, comprised primarily of transaction-related and post-acquisition compensation costs. were incurred during the three and six months ended June 30, 2026.

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 September 30, 2026 and the purchase price of $17.0 million has been allocated primarily to customer relationships and goodwill.

RB Global, Inc. Form 10-Q 9

1 unchanged paragraph

Blackmon Acquisition-related and integration costs of $1.0 associated with the Blackmon acquisition during the three and nine months ended September 30, 2026 were $0.6 million and $1.5 million, respectively, comprised primarily of transaction-related and post-acquisition compensation costs. were incurred during the three and six months ended June 30, 2026.

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.

8 unchanged paragraphs

Approximately $163.6 million of the purchase price, net of cash acquired, was paid on at 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 formed part of the purchase consideration have been were 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 as of the acquisition date. The portion of the deferred payments that represents compensation for future services is being recognized over the requisite service period. The first anniversary payment was made during the third quarter of 2026. The portion of the payment representing settlement of the deferred purchase consideration was classified as a financing activity in the consolidated statement of cash flows.

6 unchanged paragraphs

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.

Acquisition-related and integration costs associated with the J.M. Wood acquisition during the three and nine months ended September 30, 2026, were $2.8 million and $12.0 million, respectively (three and nine months ended September 30, 2025 - $2.6 million and $5.0 million, respectively), comprised primarily of post-acquisition employment costs.

Note 4: Segment Information 21 changes

1 unchanged paragraph

RB Global, Inc. Form 10-Q 10

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 evaluate actual results in order against forecasts and to make support 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.

1 unchanged paragraph

June 30, Six months ended

Total revenue $ 1,317.1 $ 1,186.0 $ 2,551.7 $ 2,294.6

September 30, Nine months ended

Total revenue $ 1,274.4 $ 1,092.7 $ 3,826.1 $ 3,387.3

1 unchanged paragraph

Costs of services 381.6 353.9 746.7 715.8

Cost of inventory sold 360.9 286.4 667.6 521.4

Selling, general and administrative 210.8 222.2 425.0 427.2

Depreciation and amortization 130.4 116.7 257.1 231.2

Interest expense 42.4 47.5 86.4 97.4

Income tax expense 42.4 35.8 80.0 65.4

Costs of services 378.0 353.0 1,124.7 1,068.8

Cost of inventory sold 328.4 236.1 996.0 757.5

Selling, general and administrative 211.8 217.8 636.8 645.0

Depreciation and amortization 133.0 124.7 390.1 355.9

Interest expense 49.1 48.2 135.5 145.6

Income tax expense 46.3 16.5 126.3 81.9

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Net income $ 143.6 $ 109.7 $ 279.2 $ 223.0

Net income $ 140.2 $ 95.2 $ 419.4 $ 318.2

1Other segment items consist of acquisition-related and integration costs, gain (loss) on disposition of property, plant and equipment, loss on deconsolidation, interest income, other income (loss), net, and foreign exchange gain loss, as reported on the condensed consolidated income statements.

Note 5: Disaggregated Revenue 29 changes

1 unchanged paragraph

June 30, Six months ended

Transactional seller revenue $ 239.2 $ 241.0 $ 480.5 $ 457.8

Transactional buyer revenue 610.9 560.6 1,188.4 1,117.3

Marketplace services revenue 83.3 85.6 162.2 164.6

Total service revenue 933.4 887.2 1,831.1 1,739.7

Inventory sales revenue 383.7 298.8 720.6 554.9

Total revenue $ 1,317.1 $ 1,186.0 $ 2,551.7 $ 2,294.6

September 30, Nine months ended

Transactional seller revenue $ 234.7 $ 215.8 $ 715.2 $ 673.6

Transactional buyer revenue 612.4 543.8 1,800.8 1,661.1

Marketplace services revenue 80.8 85.4 243.0 250.0

Total service revenue 927.9 845.0 2,759.0 2,584.7

Inventory sales revenue 346.5 247.7 1,067.1 802.6

Total revenue $ 1,274.4 $ 1,092.7 $ 3,826.1 $ 3,387.3

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June 30, Six months ended

United States $ 897.2 $ 815.7 $ 1,772.1 $ 1,670.4

Canada 207.0 213.8 358.8 338.7

Europe 80.9 78.6 186.4 169.2

Australia 98.1 53.1 169.5 70.2

Other 33.9 24.8 64.9 46.1

Total revenue $ 1,317.1 $ 1,186.0 $ 2,551.7 $ 2,294.6

September 30, Nine months ended

United States $ 906.1 $ 799.7 $ 2,678.2 $ 2,470.1

Canada 178.7 157.9 537.5 496.6

Europe 77.2 79.1 263.5 248.3

Australia 82.8 33.7 252.3 103.9

Other 29.6 22.3 94.6 68.4

Total revenue $ 1,274.4 $ 1,092.7 $ 3,826.1 $ 3,387.3

RB Global, Inc. Form 10-Q 11

Note 6: Income Taxes 6 changes

1 unchanged paragraph

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's effective tax rate was 22.8% 24.8% and 23.1% for the three and nine months ended June September 30, 2026, respectively. 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 from Foreign-Derived Intangible Income ("FDII"). in both periods.

The Company is routinely subject to tax audits and reviews in various jurisdictions around the world. globally. 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 ($55.6 million), for the taxation years 2010 through 2015, inclusive of C$37.7 million ($26.6 ($26.5 million) in income taxes, and C$41.4 million ($29.2 ($29.1 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 ($27.7 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.

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At June September 30, 2026 and December 31, 2025, the Company has not recorded any amounts relating to this matter in the consolidated financial statements, as it is the Company's conclusion that it is more likely than not that the Company's tax filing position will ultimately be sustained. The Company is unable to predict the ultimate outcome of this matter and the final disposition of any appeals, which could take numerous years to resolve.

Note 7: Earnings Per Share Available to Common Stockholders 14 changes

June 30, Six months ended

Net income available to common stockholders $ 132.0 $ 99.5 $ 256.6 $ 202.4

Basic weighted average shares outstanding 185.8 185.4 185.9 185.1

Diluted weighted average shares outstanding 186.9 186.6 187.2 186.5

September 30, Nine months ended

Net income available to common stockholders $ 128.7 $ 80.7 $ 385.3 $ 283.1

Basic weighted average shares outstanding 183.3 185.6 185.0 185.3

Weighted-average effect of stock-based compensation awards 1.1 0.9 1.5 1.2 1.3 1.4

Diluted weighted average shares outstanding 184.2 187.1 186.2 186.7

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Basic $ 0.71 $ 0.54 $ 1.38 $ 1.09

Diluted $ 0.71 $ 0.53 $ 1.37 $ 1.09

Basic $ 0.70 $ 0.43 $ 2.08 $ 1.53

Diluted $ 0.70 $ 0.43 $ 2.07 $ 1.52

RB Global, Inc. Form 10-Q 12

Note 8: Supplemental Cash Flow Information 23 changes

1 unchanged paragraph

Trade and other receivables $ (125.1) $ (14.2)

Prepaid consigned vehicle charges (3.9) 11.6

Advances against auction contracts (10.3) (3.5)

Prepaid expenses and deposits 23.0 4.4

Income taxes (8.2) (77.2)

Auction proceeds payable 81.3 186.7

Trade and other liabilities (180.1) (131.6)

Operating lease obligations (74.4) (67.8)

Trade and other receivables $ (171.0) $ 43.0

Prepaid consigned vehicle charges (5.9) 9.8

Inventory (51.6) (10.0)

Advances against auction contracts (14.8) (4.4)

Prepaid expenses and deposits 33.7 2.4

Income taxes (11.8) (109.9)

Auction proceeds payable 139.5 121.0

Trade and other liabilities (182.9) (66.8)

Operating lease obligations (113.3) (110.0)

Net changes in operating assets and liabilities $ (292.4) (374.6) $ (117.8) (168.2)

2 unchanged paragraphs

Interest received 5.9 6.9

Interest paid, net of interest capitalized $ 85.0 157.2 $ 98.5 168.1

Interest received 10.1 10.6

Assets obtained in exchange for finance lease liabilities 16.2 50.2 31.9 58.1

Assets obtained in exchange for operating lease liabilities 83.7 59.0 99.7 127.3

Note 9: Fair Value Measurement 9 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

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Loans receivable Level 2 $ 86.5 83.5 $ 87.2 84.2 $ 79.7 $ 80.8

Revolving Facilities loans Level 2 598.5 598.5 882.9 882.9 137.5 137.5

TLA Facility loans Level 2 965.2 971.1 952.6 958.1 995.3 999.3

Senior Secured Notes Level 1 547.3 557.6 547.7 554.1 546.4 561.7

Senior Unsecured Notes Level 1 793.1 829.8 793.5 816.5 792.4 837.0

The fair value of loans receivable with a maturity date greater than one year are is determined by estimating discounted cash flows using current 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 variable and short-term in nature. market-based. 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 September 30, 2026 or December 31, 2025. The gross notional amount of forward currency contracts outstanding at June September 30, 2026 was $47.5 $50.2 million (December 31, 2025: - $59.6 million).

RB Global, Inc. Form 10-Q 13

Note 10: Trade and Other Receivables 12 changes

Loans receivable 80.7 57.7

Other receivables 17.8 12.2

Trade accounts receivable $ 414.1 440.2 $ 297.5

Advanced charges receivable 338.3 351.5 329.8

Loans receivable 71.3 57.7

Consumption taxes receivable 11.6 14.4 17.7

Other receivables 19.5 12.2

Trade and other receivables, gross 862.5 896.9 714.9

Less: allowance for credit losses (8.1) (7.9) (8.6)

Trade and other receivables, net $ 854.4 889.0 $ 706.3

1 unchanged paragraph

The Company participates in fully collateralized lending arrangements secured by equipment and, in some cases, other assets. These arrangements typically have terms of one to five years. In an the 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 September 30, 2026 was $5.8 $12.2 million (December 31, 2025: - $22.0 million).

Note 11: Trade and Other Liabilities 19 changes

Accrued liabilities $ 277.5 $ 348.1

Trade payables 136.0 142.3

Book overdrafts 179.7 232.9

Taxes payable 20.2 44.7

Other payables 13.0 4.9

Accrued liabilities $ 272.2 $ 348.1

Trade payables 140.6 142.3

Book overdrafts 165.1 232.9

Deferred revenue 16.6 18.6 18.9

Taxes payable 36.4 44.7

Current finance lease liabilities and equipment financing obligations 35.9 36.8 33.6

Share unit liabilities 12.5 10.0 11.1

Other payables 12.8 4.9

Trade and other liabilities $ 691.4 692.5 $ 836.5

Accrued liabilities include $25.2 $21.3 million (December 31, 2025: $18.3 million) of deferred payments relating to the J.M. Wood acquisition.

Other payables include $8.2 million of excise tax payable (December 31, 2025: nil) relating to common stock repurchases, with the corresponding amount recorded within common stock and additional paid-in capital.

On March 26, 2026, the Government of Canada enacted legislation retroactively repealing the Digital Services Tax ("DST"), with retroactive effect. Upon enactment, resulting in the Company concluded that its DST obligations were legally extinguished and derecognized its derecognition of the 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.

During the three months ended September 30, 2026, the Company received a refund of $18.2 million related to excise tax remitted in 2023 in connection with the acquisition of IAA, Inc., of which $16.8 million has been recognized in other income (loss), net and $1.4 million in interest income.

RB Global, Inc. Form 10-Q 14

Note 12: Debt 10 changes

1 unchanged paragraph

Revolving Facilities loans Various 5.34 % $ 18.5 $ 137.5

Revolving Facilities loans Various 4.68 % $ 10.0 $ 137.5

Revolving Facilities loans April 2030 5.20 5.29 % 580.0 872.9 —

CAD TLA Facility loans April 2030 4.08 % 68.6 67.5 73.0

USD TLA Facility loans April 2030 5.16 5.34 % 902.5 890.6 926.3

2 unchanged paragraphs

Less: Unamortized debt issuance costs (15.5) (14.3) (15.3)

Total long-term debt 2,885.6 3,166.7 2,334.0

1 unchanged paragraph

Long-term debt $ 2,834.5 3,115.6 $ 2,282.8

1 Interest rates on Revolving Facilities and TLA Facility loans reflect the weighted-average interest rates on borrowings as of June September 30, 2026.

At June September 30, 2026, the Company had undrawn Revolving Facilities commitments aggregating $685.5 $399.8 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 September 30, 2026.

5 unchanged paragraphs

Note 13: Temporary Equity, Equity and Dividends 11 changes

1 unchanged paragraph

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 September 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.

RB Global, Inc. Form 10-Q 15

1 unchanged paragraph

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 of control has been assessed as not probable at June September 30, 2026.

1 unchanged paragraph

During the three and six nine months ended June September 30, 2026, holders of the Series A Senior Preferred Shares were paid preferred dividends of $6.7 million and $13.4 $20.1 million, respectively, (three and six nine months ended June September 30, 2025 - $6.7 million and $13.4 $20.1 million, respectively) and participating dividends of $2.1 $2.2 million and $4.2 $6.5 million, respectively (three and six nine months ended June September 30, 2025 - $1.9 $2.1 million and $3.8 $5.9 million, respectively).

7 unchanged paragraphs

July 21, 2026 August 25, 2026 September 17, 2026 0.33 60.0

On July 21, November 6, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.33 per common share, payable on September December 17, 2026, to common stockholders of record on August November 25, 2026.

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During the first quarter of 2026, the Company obtained Toronto Stock Exchange ("TSX") 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. During the third quarter of 2026, the TSX approved an amendment to the NCIB increasing the maximum number of common shares that may be repurchased to the lesser of (a) 14.2 million common shares and (b) that number of Company common shares worth an aggregate of $1.0 billion. The NCIB will terminate on March 17, 2027 or on such earlier date as the Company may complete its purchases thereunder or as it may otherwise determine.

RB Global, Inc. Form 10-Q 16

During the three months ended September 30, 2026, the Company repurchased and retired approximately 3.9 million common shares for an aggregate purchase price of $350.0 million.

During the nine months ended September 30, 2026, the Company repurchased and retired approximately 5.4 million common shares for an aggregate purchase price 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 September 30, 2026, $350.0 $500.0 million remains available and authorized for common stock repurchases under the NCIB.

Note 14: Stock-Based Compensation 18 changes

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June 30, Six months ended

Selling, general and administrative 17.9 25.8 33.2 41.2

Stock-based compensation expense $ 17.9 $ 26.0 $ 33.5 $ 41.6

September 30, Nine months ended

Selling, general and administrative 14.4 21.8 47.6 63.0

Acquisition-related and integration costs — 0.2 1.0 0.3 0.4 1.4

Stock-based compensation expense $ 14.4 $ 22.8 $ 47.9 $ 64.4

The following table presents share unit activity for the six nine months ended June September 30, 2026 (actual number of units; weighted-average grant-date fair value per share unit):

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Granted 128,423 98.46 128,423 133.03 250,949 98.84

Outstanding at June 30, 2026 427,587 $ 91.12 427,587 $ 135.91 690,594 $ 95.84

Granted 130,101 98.36 130,101 133.07 263,212 98.72

Vested and settled (74,168) 58.09 (74,168) 85.33 (305,446) 74.68 (309,405) 75.13

Forfeited (849) 94.03 (849) 142.39 (11,106) 95.72 (16,352) 95.90

Outstanding, September 30, 2026 429,265 $ 91.12 429,265 $ 135.91 693,652 $ 95.76

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During the six nine months ended June September 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.

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Expected volatility 27.1 % 30.5 30.4 %

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During the six nine months ended June September 30, 2026, the Company granted RSUs to employees which have service vesting conditions. The RSUs vest over a three-year graded vesting period.

RB Global, Inc. Form 10-Q 17

Note 15: Leases 11 changes

1 unchanged paragraph

June 30, Six months ended

Operating lease cost $ 66.8 $ 64.7 $ 133.2 $ 127.7

Amortization of leased assets 5.6 4.8 11.1 8.7

Short-term lease cost 2.8 2.6 5.9 5.9

Sublease income (1.5) (0.4) (3.0) (0.7)

September 30, Nine months ended

Operating lease cost $ 66.7 $ 66.0 $ 199.9 $ 193.7

Amortization of leased assets 6.0 5.2 17.1 13.9

Interest on lease liabilities 1.5 0.9 2.9 1.7 1.5 4.4 3.2

Short-term lease cost 2.7 2.9 8.6 8.9

Sublease income (1.5) (1.4) (4.5) (2.2)

Note 16: Contingencies 2 changes

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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 September 30, 2026, there were $103.0 $165.5 million of assets guaranteed under contract, of which 94% 92% are expected to be sold prior to September 30, December 31, 2026. The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction.

RB Global, Inc. Form 10-Q 18

MD&A 371 changes

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 Part II, Item 8: Financial Statements and Supplementary Data and Part II, Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations in of 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 certain non-GAAP measures and the reconciliations to their most directly comparable GAAP measures.

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For a complete an 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 Effective 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").

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RB Global, Inc. Form 10-Q 19

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◦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

For the second third quarter of 2026, as compared to the second third quarter of 2025:

•Total •GTV increased 11% 20% to $4.7 billion.

•Total •Revenue increased 11% 17% to $1.3 billion.

◦Service revenue increased 10% to $927.9 million.

◦Inventory sales revenue increased 40% to $346.5 million.

•Net income increased 47% to $140.2 million.

•Net income available to common stockholders increased 33% 59% to $132.0 $128.7 million.

•Diluted earnings per share ("EPS") available to common stockholders increased 34% 63% to $0.71 $0.70 per share.

•Diluted adjusted EPS available to common stockholders increased 6% 11% to $1.13 $1.03 per share.

•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 6% 13% to $387.2 $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.

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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 our regional business in select end markets, supported by stabilizing values for used equipment. and Enterprise customer activity remained more subdued, as continued strength in large-scale construction projects However, customer decision-making became more deliberate during the second quarter as uncertainty increased. contributed to lower equipment disposition.

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•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.

Total‑loss determinations are shaped by several factors, including used vehicle pricing, vehicle age, design complexity, technology content, and repair costs. In the second third 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. While underinsurance has been a headwind to salvage volumes, improving insurance affordability trends suggest that these pressures are beginning to moderate.

•On September 15, 2026, the Company announced that the Toronto Stock Exchange approved an amendment to the NCIB, increasing the maximum repurchases to the lesser of 14.2 million common shares and $1.0 billion. Refer to Financial Highlights for further information regarding repurchase activity and NCIB availability.

•On October 8, 2026, the Company announced executive leadership appointments and organizational updates to position the Company for its next phase of growth. Steve Steinberg was appointed as the Company's Chief Financial Officer, Shiv Dutt as Chief Digital and Strategy Officer, Jake Lawson as President, HE&T North America, and Sam Wyant as President, Auto North America and International. The Company also announced the departures of Eric Guerin (former Chief Financial Officer) and Steve Lewis (former Chief Operating Officer).

RB Global, Inc. Form 10-Q 20

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Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

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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%

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

Service revenue $ 927.9 $ 845.0 10% $ 2,759.0 $ 2,584.7 7%

Inventory sales revenue 346.5 247.7 40% 1,067.1 802.6 33%

Total revenue 1,274.4 1,092.7 17% 3,826.1 3,387.3 13%

Costs of services 378.0 353.0 7% 1,124.7 1,068.8 5%

Cost of inventory sold 328.4 236.1 39% 996.0 757.5 31%

Selling, general and administrative 211.8 217.8 (3)% 636.8 645.0 (1)%

Acquisition-related and integration costs 7.8 4.0 95% 21.7 9.8 121%

Depreciation and amortization 133.0 124.7 7% 390.1 355.9 10%

Total operating expenses 1,059.0 935.6 13% 3,169.3 2,837.0 12%

Gain on disposition of property, plant and equipment 1.5 1.2 25 % 2.4 1.6 50%

Loss on deconsolidation — (15.5) NM — — % — (15.5) NM

Operating income $ 216.9 $ 158.3 37% $ 659.2 $ 536.4 23%

Net income $ 140.2 $ 95.2 47% $ 419.4 $ 318.2 32%

Net income available to common stockholders 128.7 80.7 59% 385.3 283.1 36%

Effective tax rate 24.8% 14.8% 1,005 bps 23.1% 20.5% 267 bps

Service GTV $ 4,329.6 $ 3,646.1 19% $ 12,622.6 $ 11,118.2 14%

Inventory GTV 346.5 247.7 40% 1,067.1 802.6 33%

Inventory return $ 18.1 $ 11.6 56% $ 71.1 $ 45.1 58%

Inventory rate 5.2% 4.7% 54 bps 6.7% 5.6% 104 bps

1 unchanged paragraph

Three months ended June 30, Six months ended June 30,

The following tables present total GTV disaggregated by geography and by sector for the periods indicated:

Three months ended September 30, Nine months ended September 30,

1 unchanged paragraph

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,

United States $ 3,630.2 $ 2,961.0 23 % $ 10,404.9 $ 8,977.3 16 %

Canada 664.0 609.5 9 % 2,055.5 2,004.5 3 %

International 381.9 323.3 18 % 1,229.3 939.0 31 %

GTV $ 4,676.1 $ 3,893.8 20 % $ 13,689.7 $ 11,920.8 15 %

Three months ended September 30, Nine months ended September 30,

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and 291 more changes in the filing

Market risk 1 change

There have been no material changes to our market risk during the three and six nine months ended June September 30, 2026 from those disclosed in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2025.

Controls and procedures 3 changes

1 unchanged paragraph

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 September 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.

2 unchanged paragraphs

There were no changes in the Company's internal control over financial reporting during the second third quarter of 2026 that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.

RB Global, Inc. Form 10-Q 32

Unregistered sales of stock 8 changes

1 unchanged paragraph

Common stock repurchase activity during the three months ended June September 30, 2026 was as follows (in millions, except number of shares and average price paid per share):

2 unchanged paragraphs

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

July 1 to July 31, 2026 — $ — — $ 350.00

August 1 to August 31, 2026 3,918,078 89.33 3,918,078 —

September 1 to September 30, 2026 — — — 500.00

1 On March 9, 2026, the Company announced that its board of directors authorized a new share repurchase program under which and on March 18, 2026 launched a Normal Course Issuer Bid ("NCIB"). On September 15, 2026, the Company Toronto Stock Exchange approved an amendment to the NCIB increasing the maximum number of common shares that may purchase up be repurchased to the lesser of (a) 10.0 million Company 14,224,129 common shares and (b) that number of Company common shares with worth an aggregate purchase price of $500.0 million. $1.0 billion.

Other information 3 changes

During the three months ended June September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K), except as follows:

•Jim Kessler, our Chief Executive Officer, adopted a new Rule 10b5-1 trading arrangement on August 28, 2026, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and scheduled to terminate on or before September 1, 2027. Under the trading arrangement, up to an aggregate of approximately 84,500 shares of common stock are available to be sold by the broker on particular dates.

RB Global, Inc. Form 10-Q 33

Exhibits 11 changes

The exhibits listed in below are filed as part of this Quarterly Report on Form 10-Q and incorporated herein by reference.

4 unchanged paragraphs

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 September 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 September 30, 2026, formatted in Inline XBRL and contained in Exhibit 101

RB Global, Inc. Form 10-Q 34

1 unchanged paragraph

Dated: August 4, 2026

Dated: November 9, 2026

1 unchanged paragraph

Dated: August 4, 2026

By: /s/ Eric J. Guerin

Dated: November 9, 2026

By: /s/ Steve Steinberg

1 unchanged paragraph

RB Global, Inc. Form 10-Q 35