rba-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025

OR

o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______

Commission file number: 001-13425

RB Global, Inc.



(Exact Name of Registrant as Specified in its Charter)

Canada						98-0626225
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Two Westbrook Corporate Center, Suite 500,
Westchester, Illinois, USA						60154
(Address of Principal Executive Offices)						(Zip Code)

(708) 492-7000

(Registrant’s Telephone Number, including Area Code)

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 checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: 185,191,774 common shares, without par value, outstanding as of April 30, 2025.

Table of Contents

RB GLOBAL, INC.

FORM 10-Q

INDEX


PART I – FINANCIAL INFORMATION
ITEM 1:	Condensed Consolidated Financial Statements:	1
	Condensed Consolidated Income Statements	1
	Condensed Consolidated Statements of Comprehensive Income	2
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Index for Notes to the Condensed Consolidated Financial Statements	6
ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	34
ITEM 4:	Controls and Procedures	34

PART II – OTHER INFORMATION
ITEM 1:	Legal Proceedings	35
ITEM 1A:	Risk Factors	35
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	35
ITEM 3:	Defaults Upon Senior Securities	35
ITEM 4:	Mine Safety Disclosures	35
ITEM 5:	Other Information	35
ITEM 6:	Exhibits	36

SIGNATURES		37

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Income Statements (Expressed in millions of U.S. dollars, except share and per share data) (Unaudited)


	Three months ended March 31,
	2025		2024
Revenue:
Service revenue	$	852.5	$	849.1
Inventory sales revenue	256.1		215.6
Total revenue	1,108.6		1,064.7

Operating expenses:
Costs of services	361.9		353.0
Cost of inventory sold	235.0		196.6

SEC Form 10-Q filed by RB Global Inc.