RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months and year ended December 31, 2025.

“I am incredibly proud of what the RB Global team achieved in 2025,” said Jim Kessler, CEO of RB Global. “This year, we advanced our strategic priorities, enhanced our operating model, and delivered meaningful value for our customers, partners and shareholders.”

Commenting on the results, Eric J. Guerin, Chief Financial Officer, said, “I'm pleased with the financial discipline our teams demonstrated throughout 2025. We strengthened margins, delivered healthy cash flow, and continued to invest in strategic initiatives that support long-term growth and value creation.”

Fourth Quarter Financial Highlights¹²³:

• Total gross transaction value (“GTV”) increased 4% year over year to $4.3 billion.
• Total revenue increased 5% year over year to $1.2 billion.
  • Service revenue increased 5% year over year to $917.5 million.
  • Inventory sales revenue increased 7% year over year to $285.9 million.
• Net income decreased 8% year over year to $109.4 million.
• Net income available to common stockholders decreased 8% year over year to $99.1 million.
• Diluted earnings per share available to common stockholders decreased 9% to $0.53 per share.
• Diluted adjusted earnings per share available to common stockholders increased 17% year over year to $1.11 per share.
• Adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) increased 10% year over year to $379.6 million.

2026 Financial Outlook

The table below outlines the Company's outlook for select full-year 2026 financial data:

Additional Financial and Operational Highlights
(Unaudited)

Revenue
(Unaudited)

For the Fourth Quarter:

• GTV increased 4% year over year to $4.3 billion with growth primarily in the commercial construction and transportation (“CC&T”) and automotive sectors. Growth in the CC&T sector was partially driven by the inclusion of J.M. Wood Auction Co., Inc (“J.M. Wood”). Excluding the impact of this acquisition, CC&T GTV increased due to a higher average price per lot sold, driven primarily by improved mix, and higher volumes. In the automotive sector, GTV increased due to year-over-year market share gains, as well as growth in lot volume from existing partners. The average price per vehicle sold in the automotive sector increased due to strength in U.S. insurance vehicles, partially offset by a higher mix of remarketed vehicles compared to the prior‑year period and the non-recurrence of significant catastrophic events in the prior year.
• Service revenue increased 5% year over year to $917.5 million as a result of a higher average service revenue take rate and higher GTV. Service revenue take rate expanded 10 basis points year over year to 21.4%, primarily driven by a higher buyer fee rate structure.
• Inventory sales revenue increased 7% year over year to $285.9 million primarily due to higher revenues from the CC&T sector. Inventory rate declined 120 basis points year over year to 4.5%, due to unfavorable asset mix.
• Net income available to common stockholders decreased to $99.1 million, primarily driven by lower operating income, partially offset by lower income tax expense and lower interest expense.
• Adjusted EBITDA¹ increased 10% year over year driven by a higher service revenue take rate, higher GTV, partially offset by higher operating expenses and lower inventory return.

GTV by Sector

Lots Sold by Sector

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.

Upcoming Investor Events

RB Global will participate in the following investor conferences in the first quarter of 2026:

• Citi's 2026 Global Industrial Tech and Mobility Conference, February 19, 2026, Miami, United States
• Raymond James Institutional Investor Conference, March 3 and 4, 2026, Orlando, United States

Fourth Quarter and Full Year 2025 Earnings Conference Call

RB Global is hosting a conference call to discuss its financial results for the quarter ended December 31, 2025 at 4:30 PM ET on February 17, 2026. The replay of the webcast will be available through February 17, 2027.

Conference call and webcast details are available at the following link: https://investor.rbglobal.com

Other Company Developments

On February 16, 2026, the Company received a final decision from the arbitration panel in its dispute with its former CEO. The arbitration panel awarded the Company’s former CEO with a damages award of $59.6 million. Amounts related to this decision have been reflected in the consolidated financial statements as of and for the year ended December 31, 2025.

About RB Global

RB Global, Inc. (NYSE: RBA) (TSX: RBA) is a leading, omnichannel marketplace that provides value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through our auction sites and digital platform, we have a wide global presence and serve customers across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture. Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, Inc. (“IAA”), a leading global digital marketplace connecting vehicle buyers and sellers. Our portfolio of brands also includes Rouse Services (“Rouse”), which provides a complete end-to-end asset management and market data-driven intelligence; SmartEquip Inc. (“SmartEquip”), an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers; and VeriTread LLC (“VeriTread”), an online marketplace for heavy haul transport.

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, including the recently acquired J.M. Wood; the fact that operating costs and business disruption may be greater than expected; the effect of the consummation of the merger 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 the merger; 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, 2024, 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 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. Low value assets are sometimes bundled into a single lot, collectively referred to as “small value lots.”

GTV and Condensed Consolidated Income Statements
(In millions, except per share data)
(Unaudited)

Condensed Consolidated Balance Sheets
(In millions, except per share data)
(Unaudited)

Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)

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 & equipment, or other assets (b) loss on divestiture and deconsolidation and related costs (c) acquisition-related or integration costs relating to our mergers and acquisition activity, including severance costs, (d) restructuring costs, (e) other legal, advisory and non-income tax expenses, (f) share-based payments compensation expense, which value is directly impacted by the fluctuations in our share price and other variables, and (g) 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.

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 share-based payments 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.

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 consolidated financial statements:

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 back 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 consolidated financial statements:

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.

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 consolidated financial statements.

Adjusting items for the year ended December 31, 2025:

Recognized in the fourth quarter of 2025:

• $15.5 million share-based payments expense.
• $9.6 million of acquisition-related and integration costs, primarily relating to the acquisition of J.M. Wood.
• $4.1 million of restructuring costs, primarily severance relating to organizational changes.
• $73.1 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.
• $0.6 million gain on disposition of property, plant and equipment and related costs.
• $43.2 million of executive transition costs, consisting primarily of the final determination from the arbitration associated with the departure of our former CEO, less amounts previously accrued, and associated legal costs.
• $3.9 million gain on the divestiture of DDI, which includes $2.0 million of related transaction costs.
• $7.0 million of other legal and advisory expenses, primarily consulting fees in connection with strategic initiatives and certain legal costs.
• $0.3 million adjustment of redeemable non-controlling interest to its estimated redemption value.

Recognized in the third quarter of 2025:

• $21.6 million share-based payments expense.
• $4.0 million of acquisition-related and integration costs, primarily relating to the acquisition of J.M. Wood.
• $10.2 million of restructuring costs, primarily severance relating to organizational changes.
• $72.7 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.
• $1.2 million gain on disposition of property, plant and equipment and related costs.
• $4.7 million of executive transition costs, primarily legal costs associated with the departure of our former CEO.
• $7.4 million of other legal and advisory expenses, primarily certain legal costs, consulting fees in connection with strategic initiatives and settlements of unusual legal claims.
• $0.7 million accretion of the deferred consideration liability relating to the J.M Wood acquisition.
• $5.0 million adjustment of redeemable non-controlling interest to its estimated redemption value.

Recognized in the second quarter of 2025:

• $25.2 million share-based payments expense.
• $2.7 million of acquisition-related and integration costs, primarily relating the acquisition of J.M. Wood and integration activities in connection with the acquisition of IAA.
• $1.1 million of restructuring costs, primarily severance relating to organizational changes and the wind-down of Xcira.
• $68.3 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.
• $0.2 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition.
• $3.1 million of executive transition costs, primarily legal costs associated with the departure of our former CEO.
• $19.7 million relating to the loss on deconsolidation of $15.5 million relating to the SYNETIQ LKQ transaction, related $1.7 million write down of inventory included in cost of goods sold, and $2.5 million of related transaction costs.
• $3.9 million of debt refinancing costs incurred in connection with the amendment of our Credit Agreement.
• $0.1 million relating to the remeasurement of contingent consideration for IAA's acquisition of Marisat, Inc. in 2021.
• $3.2 million of other legal, advisory and non-income tax expenses, primarily consulting fees in connection with strategic initiatives and certain legal costs, partially offset by lower non-income tax related expenses.

Recognized in the first quarter of 2025:

• $14.4 million share-based payments expense.
• $3.1 million of acquisition-related and integration costs, primarily relating to IAA integration and acquisition-related costs associated with the potential acquisition of J.M. Wood.
• $1.8 million of restructuring costs, primarily severance relating to organizational changes and the wind-down of Xcira.
• $68.3 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.
• $0.2 million gain on disposition of property, plant and equipment and related costs.
• $0.3 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition.
• $2.7 million of executive transition costs, primarily legal costs, associated with the departure of our former CEO.
• $2.1 million of other legal and advisory expenses, primarily costs incurred for the settlement of remediation costs in connection with a fire at one of our branches, which occurred prior to the acquisition of IAA, as well as costs in connection with the appeal with the CRA.

The adjusting items recognized in prior 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, 2024.

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