rba-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026

OR

☐			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.


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						(708) 492-7000
(Address of Principal Executive Offices and Zip Code)						(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of 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 ☒ No ☐

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 ☒ No ☐

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. ☐

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

The number of common shares outstanding as of April 27, 2026 was 186.3 million.

Table of Contents

RB GLOBAL, INC.

FORM 10-Q

For The Quarterly Period Ended March 31, 2026

INDEX


Cautionary Note Regarding Forward-Looking Statements

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	5
	Index for Notes to the Condensed Consolidated Financial Statements	6
ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	30
ITEM 4:	Controls and Procedures	30

PART II – OTHER INFORMATION
ITEM 1:	Legal Proceedings	31
ITEM 1A:	Risk Factors	31
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	31
ITEM 3:	Defaults Upon Senior Securities	31
ITEM 4:	Mine Safety Disclosures	31
ITEM 5:	Other Information	31
ITEM 6:	Exhibits	31

S ignatures		32

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements may appear throughout this Quarterly Report on Form 10-Q. Forward-looking statements are typically identified by such words as “aim”, “anticipate”, “believe”, “confident”, “continue”, “estimate”, “expect”, “intend”, “may”, “remain”, “ongoing”, “plan”, “potential”, “predict”, “will”, “should”, “would”, “could”, “likely”, “generally”, “future”, “long-term”, or the negative of these terms, and similar expressions intended to identify forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially, and may include, among others, statements relating to:

•our future strategy, objectives, targets, projections and performance;

•potential growth and market opportunities;

•potential future mergers and acquisitions;

•our ability to integrate acquisitions;

•the impact of our new initiatives, services, investments, and acquisitions on us and our customers;

•our future capital expenditures and returns on those expenditures;

•the effect of any current, proposed or future tariffs on our results of operations; and

•financing available to us from our credit facilities or other sources, our ability to refinance borrowings, and the sufficiency of our working capital to meet our financial needs.

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 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.

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Income Statements (Unaudited; in millions, except per share data)


	Three months ended March 31,
	2026		2025
Revenue:
Service revenue	$	897.7	$	852.5
Inventory sales revenue	336.9		256.1
Total revenue	1,234.6		1,108.6
Operating expenses:
Costs of services	365.1		361.9
Cost of inventory sold	306.7		235.0
Selling, general and administrative	214.2		205.0
Acquisition-related and integration costs	6.2		3.1

Depreciation and amortization	126.7		114.5
Total operating expenses	1,018.9		919.5
Gain on disposition of property, plant and equipment	1.8		0.4

Operating income	217.5		189.5

Interest expense	(44.0)		(49.9)
Interest income	2.6		3.0
Other income (loss), net	(2.3)		0.7
Foreign exchange loss	(0.6)		(0.4)
Income before income taxes	173.2		142.9

Income tax expense	37.6		29.6
Net income	135.6		113.3



Net loss attributable to redeemable non-controlling interest	—		(0.1)
Net income attributable to non-controlling interests	0.1		—


Net income attributable to controlling interests	135.5		113.4
Cumulative dividends on Series A Senior Preferred Shares	(6.7)		(6.7)
Allocated earnings to Series A Senior Preferred Shares	(4.6)		(3.8)
Adjustment of redeemable non-controlling interest	0.4		—
Net income available to common stockholders	$	124.6	$	102.9


Basic earnings per share available to common stockholders	$	0.67	$	0.56
Diluted earnings per share available to common stockholders	$	0.66	$	0.55
Basic weighted average number of shares outstanding	186.0		184.8
Diluted weighted average number of shares outstanding	187.5		186.4

See accompanying notes.


RB Global, Inc.			1

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Condensed Consolidated Statements of Comprehensive Income (Unaudited; in millions)


	Three months ended March 31,
	2026		2025
Net income	$	135.6	$	113.3
Other comprehensive income (loss), net of income tax:
Foreign currency translation adjustment	(16.7)		10.5
Comprehensive income	118.9		123.8
Comprehensive income attributable to non-controlling interests	0.1		0.1
Comprehensive loss attributable to redeemable non-controlling interest	—		(0.1)

Comprehensive income attributable to controlling interests	$	118.8	$	123.8

See accompanying notes.


RB Global, Inc.			2

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Condensed Consolidated Balance Sheets (Unaudited; in millions except per share data)


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	667.2	$	531.5
Restricted cash	192.2		163.3
Trade and other receivables, net of allowance for credit losses of $9.1 and $8.6, respectively	894.8		706.3
Prepaid consigned vehicle charges	62.2		62.4
Inventory	119.1		139.8
Other current assets	97.6		107.8
Income taxes receivable	55.4		73.7
Total current assets	2,088.5		1,784.8
Property, plant and equipment, net	1,541.4		1,522.3
Operating lease right-of-use assets	1,558.8		1,545.5
Other non-current assets	149.7		149.4
Intangible assets, net	2,388.0		2,464.5
Goodwill	4,662.3		4,668.0
Deferred tax assets	8.5		8.5
Total assets	$	12,397.2	$	12,143.0

Liabilities, Temporary Equity and Stockholders' Equity
Current liabilities:
Auction proceeds payable	$	687.1	$	457.9
Trade and other liabilities	664.2		836.5
Current operating lease liabilities	132.8		128.2
Income taxes payable	17.8		6.7
Short-term debt	282.0		137.5
Current portion of long-term debt	51.2		51.2
Total current liabilities	1,835.1		1,618.0

Long-term operating lease liabilities	1,472.3		1,456.8
Long-term debt	2,271.0		2,282.8
Other non-current liabilities	158.3		158.5
Deferred tax liabilities	559.2		559.2
Total liabilities	6,295.9		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: 186.3 million and 185.1 million, respectively	4,360.4		4,365.1
Retained earnings	1,323.5		1,254.6
Accumulated other comprehensive loss	(65.0)		(48.3)
Stockholders' equity	5,618.9		5,571.4
Non-controlling interests	0.4		1.7
Total stockholders' equity	5,619.3		5,573.1
Total liabilities, temporary equity and stockholders' equity	$	12,397.2	$	12,143.0

See accompanying notes.


RB Global, Inc.			3

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Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity (Unaudited; in millions)

Three months ended March 31, 2026

Redeemable
non-
controlling
interest

Attributable to common stockholders

Non-
controlling
interests

Total stockholders' equity

Series A Senior Preferred Shares

Common stock and additional paid-in capital

Retained
earnings

Accumulated
other
comprehensive
loss

Amount

SEC Form 10-Q filed by RB Global Inc.