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Table of Contents

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 | x | Accelerated filer | o | Non-accelerated filer | o
Smaller reporting company | o | Emerging growth company | o |  |

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 |  |  |  |  |
Selling, general and administrative |  | 205.0 |  |  | 198.1 |  |  |  |  |
Acquisition-related and integration costs |  | 3.1 |  |  | 12.8 |  |  |  |  |
Depreciation and amortization |  | 114.5 |  |  | 107.7 |  |  |  |  |
Total operating expenses |  | 919.5 |  |  | 868.2 |  |  |  |  |
Gain on disposition of property, plant and equipment |  | 0.4 |  |  | 2.4 |  |  |  |  |
Operating income |  | 189.5 |  |  | 198.9 |  |  |  |  |
Interest expense |  | (49.9) |  |  | (63.9) |  |  |  |  |
Interest income |  | 3.0 |  |  | 6.6 |  |  |  |  |
Other income (loss), net |  | 0.7 |  |  | (0.8) |  |  |  |  |
Foreign exchange loss |  | (0.4) |  |  | (0.9) |  |  |  |  |
Income before income taxes |  | 142.9 |  |  | 139.9 |  |  |  |  |
Income tax expense |  | 29.6 |  |  | 32.5 |  |  |  |  |
Net income |  | $ | 113.3 |  |  | $ | 107.4 |  |  |  |  |
Net income (loss) attributable to: |  |  |  |  |  |  |  |
Controlling interests |  | $ | 113.4 |  |  | $ | 107.4 |  |  |  |  |
Redeemable non-controlling interests |  | (0.1) |  |  | — |  |  |  |  |
Net income |  | $ | 113.3 |  |  | $ | 107.4 |  |  |  |  |
Net income attributable to controlling interests |  | 113.4 |  |  | 107.4 |  |  |  |  |
Cumulative dividends on Series A Senior Preferred Shares |  | (6.7) |  |  | (6.7) |  |  |  |  |
Allocated earnings to Series A Senior Preferred Shares |  | (3.8) |  |  | (3.6) |  |  |  |  |
Net income available to common stockholders |  | $ | 102.9 |  |  | $ | 97.1 |  |  |  |  |
Basic earnings per share available to common stockholders |  | $ | 0.56 |  |  | $ | 0.53 |  |  |  |  |
Diluted earnings per share available to common stockholders |  | $ | 0.55 |  |  | $ | 0.53 |  |  |  |  |
Basic weighted average number of shares outstanding |  | 184,824,362 |  | 183,059,321 |  |  |  |
Diluted weighted average number of shares outstanding |  | 186,352,974 |  | 184,581,054 |  |  |  |

See accompanying notes to the condensed consolidated financial statements.

RB Global, Inc. | 1

Table of Contents

Condensed Consolidated Statements of Comprehensive Income (Expressed in millions of U.S. dollars) (Unaudited)

| Three months ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
Net income | $ | 113.3 |  |  | $ | 107.4 |  |  |  |  |
Other comprehensive income (loss), net of income tax: |  |  |  |  |  |  |
Foreign currency translation adjustment | 10.5 |  |  | (25.0) |  |  |  |  |
Comprehensive income | $ | 123.8 |  |  | $ | 82.4 |  |  |  |  |
Comprehensive income (loss) attributable to: |  |  |  |  |  |  |
Controlling interests | $ | 123.8 |  |  | $ | 82.4 |  |  |  |  |
Non-controlling interests | 0.1 |  |  | — |  |  |  |  |
Redeemable non-controlling interests | (0.1) |  |  | — |  |  |  |  |
Comprehensive income | $ | 123.8 |  |  | $ | 82.4 |  |  |  |  |

See accompanying notes to the condensed consolidated financial statements.

RB Global, Inc. | 2

Table of Contents

Condensed Consolidated Balance Sheets (Expressed in millions of U.S. dollars, except share data) (Unaudited)

|  | March 31, 2025 |  | December 31, 2024
Assets |  |  |  |
Current assets: |  |  |  |
Cash and cash equivalents |  | $ | 578.1 |  |  | $ | 533.9 |
Restricted cash |  | 143.7 |  |  | 174.9 |
Trade and other receivables, net of allowance for credit losses of $7.3 and $7.2, respectively |  | 770.4 |  |  | 709.4 |
Prepaid consigned vehicle charges |  | 61.3 |  |  | 67.9 |
Inventory |  | 132.7 |  |  | 121.5 |
Other current assets |  | 77.0 |  |  | 77.0 |
Income taxes receivable |  | 19.4 |  |  | 30.2 |
Total current assets |  | 1,782.6 |  |  | 1,714.8 |
Property, plant and equipment, net |  | 1,318.9 |  |  | 1,275.4 |
Operating lease right-of-use assets |  | 1,509.1 |  |  | 1,529.1 |
Other non-current assets |  | 141.0 |  |  | 98.4 |
Intangible assets, net |  | 2,611.0 |  |  | 2,668.7 |
Goodwill |  | 4,515.2 |  |  | 4,511.8 |
Deferred tax assets |  | 9.5 |  |  | 8.8 |
Total assets |  | $ | 11,887.3 |  |  | $ | 11,807.0 |
Liabilities, Temporary Equity and Stockholders' Equity |  |  |  |
Current liabilities: |  |  |  |
Auction proceeds payable |  | $ | 556.3 |  |  | $ | 378.0 |
Trade and other liabilities |  | 619.0 |  |  | 782.0 |
Current operating lease liabilities |  | 113.2 |  |  | 113.3 |
Income taxes payable |  | 7.7 |  |  | 26.2 |
Short-term debt |  | 62.8 |  |  | 27.7 |
Current portion of long-term debt |  | 4.1 |  |  | 4.1 |
Total current liabilities |  | 1,363.1 |  |  | 1,331.3 |
Long-term operating lease liabilities |  | 1,417.7 |  |  | 1,431.1 |
Long-term debt |  | 2,622.6 |  |  | 2,622.1 |
Other non-current liabilities |  | 103.5 |  |  | 97.4 |
Deferred tax liabilities |  | 604.5 |  |  | 608.7 |
Total liabilities |  | 6,111.4 |  |  | 6,090.6 |
Temporary equity: |  |  |  |
Series A Senior Preferred Shares; shares authorized, issued and outstanding: 485,000,000 |  | 482.0 |  |  | 482.0 |
Redeemable non-controlling interest |  | 8.0 |  |  | 8.1 |
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: 185,148,007 |  | 4,256.6 |  |  | 4,258.5 |
Retained earnings |  | 1,141.3 |  |  | 1,090.3 |
Accumulated other comprehensive loss |  | (114.4) |  |  | (124.8) |
Stockholders' equity |  | 5,283.5 |  |  | 5,224.0 |
Non-controlling interests |  | 2.4 |  |  | 2.3 |
Total stockholders' equity |  | 5,285.9 |  |  | 5,226.3 |
Total liabilities, temporary equity and stockholders' equity |  | $ | 11,887.3 |  |  | $ | 11,807.0 |

See accompanying notes to the condensed consolidated financial statements.

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Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity (Expressed in millions of U.S. dollars, except where noted) (Unaudited)

| Three months ended March 31, 2025
|  |  |  |  | Redeemable non- controlling interest |  |  | Attributable to common stockholders |  | Non- controlling interest |  | Total stockholders' equity
| Senior A Senior Preferred Shares |  |  |  | Common stock and additional paid-in capital |  |  |  | Retained earnings |  | Accumulated other comprehensive loss |  |
| Shares |  | Amount |  |  |  | Shares |  | Amount |  |  |  |  |
Balance, December 31, 2024 | 485,000,000 |  | $ | 482.0 |  |  | $ | 8.1 |  |  |  | 184,732,582 |  | $ | 4,258.5 |  |  |  |  | $ | 1,090.3 |  |  | $ | (124.8) |  |  | $ | 2.3 |  |  | $ | 5,226.3 |
Net income (loss) | — |  | — |  |  | (0.1) |  |  |  | — |  | — |  |  |  |  | 113.4 |  |  | — |  |  | — |  |  | 113.4 |
Other comprehensive income | — |  | — |  |  | — |  |  |  | — |  | — |  |  |  |  | — |  |  | 10.4 |  |  | 0.1 |  |  | 10.5 |
Share-based payments expense | — |  | — |  |  | — |  |  |  | — |  | 13.6 |  |  |  |  | — |  |  | — |  |  | — |  |  | 13.6 |
Issuance of common stock | — |  | — |  |  | — |  |  |  | 415,425 |  |  | 4.3 |  |  |  |  | — |  |  | — |  |  | — |  |  | 4.3 |
Tax withholding related to vesting of share units | — |  | — |  |  | — |  |  |  | — |  | (20.1) |  |  |  |  | — |  |  | — |  |  | — |  |  | (20.1) |
Series A Senior Preferred Share dividends | — |  | — |  |  | — |  |  |  | — |  | — |  |  |  |  | (8.6) |  |  | — |  |  | — |  |  | (8.6) |
Common stock dividends and dividend equivalents | — |  | — |  |  | — |  |  |  | — |  | 0.3 |  |  |  |  | (53.8) |  |  | — |  |  | — |  |  | (53.5) |
Balance, March 31, 2025 | 485,000,000 |  | $ | 482.0 |  |  | $ | 8.0 |  |  |  | 185,148,007 |  | $ | 4,256.6 |  |  |  |  | $ | 1,141.3 |  |  | $ | (114.4) |  |  | $ | 2.4 |  |  | $ | 5,285.9 |

| Three months ended March 31, 2024
|  |  |  |  | Redeemable non- controlling interest |  |  | Attributable to common stockholders |  | Non- controlling interest |  | Total stockholders' equity
| Senior A Senior Preferred Shares |  |  |  | Common stock and additional paid-in capital |  |  |  | Retained earnings |  | Accumulated other comprehensive loss |  |
| Shares |  | Amount |  |  |  | Shares |  | Amount |  |  |  |  |
Balance, December 31, 2023 | 485,000,000 |  | $ | 482.0 |  |  | $ | 8.4 |  |  |  | 182,843,942 |  | $ | 4,142.2 |  |  |  |  | $ | 918.5 |  |  | $ | (44.0) |  |  | $ | 2.3 |  |  | $ | 5,019.0 |
Net income | — |  | — |  |  | — |  |  |  | — |  | — |  |  |  |  | 107.4 |  |  | — |  |  | — |  |  | 107.4 |
Other comprehensive loss | — |  | — |  |  | — |  |  |  | — |  |  | — |  |  |  |  | — |  |  | (25.0) |  |  | — |  |  | (25.0) |
Share-based payments expense | — |  | — |  |  | — |  |  |  | — |  | 14.1 |  |  |  |  | — |  |  | — |  |  | — |  |  | 14.1 |
Issuance of common stock | — |  | — |  |  | — |  |  |  | 766,482 |  | 22.1 |  |  |  |  | — |  |  | — |  |  | — |  |  | 22.1 |
Tax withholding related to vesting of share units | — |  | — |  |  | — |  |  |  | — |  | (11.2) |  |  |  |  | — |  |  | — |  |  | — |  |  | (11.2) |
Series A Senior Preferred Share dividends | — |  | — |  |  | — |  |  |  | — |  | — |  |  |  |  | (8.5) |  |  | — |  |  | — |  |  | (8.5) |
Common stock dividends and dividend equivalents | — |  | — |  |  | — |  |  |  | — |  | 0.4 |  |  |  |  | (49.7) |  |  | — |  |  | — |  |  | (49.3) |
Balance, March 31, 2024 | 485,000,000 |  | $ | 482.0 |  |  | $ | 8.4 |  |  |  | 183,610,424 |  | $ | 4,167.6 |  |  |  |  | $ | 967.7 |  |  | $ | (69.0) |  |  | $ | 2.3 |  |  | $ | 5,068.6 |

See accompanying notes to the condensed consolidated financial statements.

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Condensed Consolidated Statements of Cash Flows (Expressed in millions of U.S. dollars) (Unaudited)

|  | Three months ended March 31, |
|  | 2025 |  | 2024 |
Cash provided by (used in): |  |  |  |  |
Operating activities: |  |  |  |  |
Net income |  | $ | 113.3 |  |  | $ | 107.4 |  |
Adjustments for items not affecting cash: |  |  |  |  |
Depreciation and amortization |  | 114.5 |  |  | 107.7 |  |
Share-based payments expense |  | 15.6 |  |  | 15.1 |  |
Deferred income tax benefit |  | (5.0) |  |  | (9.8) |  |
Unrealized foreign exchange (gain) loss |  | (0.3) |  |  | 0.5 |  |
Gain on disposition of property, plant and equipment |  | (0.4) |  |  | (2.4) |  |
Allowance for expected credit losses |  | 1.1 |  |  | 3.2 |  |
Amortization of debt issuance costs |  | 2.1 |  |  | 3.7 |  |
Amortization of right-of-use assets |  | 38.7 |  |  | 37.5 |  |
Other, net |  | 2.6 |  |  | 3.7 |  |
Net changes in operating assets and liabilities |  | (125.4) |  |  | (141.8) |  |
Net cash provided by operating activities |  | 156.8 |  |  | 124.8 |  |
Investing activities: |  |  |  |  |
Property, plant and equipment additions |  | (54.3) |  |  | (45.2) |  |
Proceeds on disposition of property, plant and equipment |  | 1.1 |  |  | 0.5 |  |
Intangible asset additions |  | (27.7) |  |  | (28.4) |  |
Proceeds from repayment of loans receivable |  | 1.4 |  |  | 0.9 |  |
Issuance of loans receivable |  | (22.1) |  |  | (4.4) |  |
Other, net |  | (0.3) |  |  | (0.9) |  |
Net cash used in investing activities |  | (101.9) |  |  | (77.5) |  |
Financing activities: |  |  |  |  |
Dividends paid to common stockholders |  | (53.5) |  |  | (49.3) |  |
Dividends paid to Series A Senior Preferred shareholders |  | (8.6) |  |  | (8.5) |  |
Proceeds from exercise of options and share option plans |  | 4.3 |  |  | 22.1 |  |
Payment of withholding taxes on issuance of shares |  | (15.2) |  |  | (10.4) |  |
Net increase in short-term debt |  | 34.5 |  |  | 11.7 |  |
Repayment of long-term debt |  | (1.0) |  |  | (151.1) |  |
Repayment of finance lease and equipment financing obligations |  | (6.5) |  |  | (6.5) |  |
Proceeds from equipment financing obligations |  | 1.0 |  |  | 1.1 |  |
Net cash used in financing activities |  | (45.0) |  |  | (190.9) |  |
Effect of changes in foreign currency rates on cash, cash equivalents, and restricted cash |  | 3.1 |  |  | (6.9) |  |
Net increase (decrease) in cash, cash equivalents, and restricted cash |  | 13.0 |  |  | (150.5) |  |
Cash, cash equivalents, and restricted cash, beginning of period |  | 708.8 |  |  | 747.9 |  |
Cash, cash equivalents, and restricted cash, end of period |  | $ | 721.8 |  |  | $ | 597.4 |  |

See accompanying notes to the condensed consolidated financial statements.

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Index for Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 1 | Description of Business and Basis of Preparation | 7
Note 2 | Recent Accounting Pronouncements | 7
Note 3 | Acquisitions | 8
Note 4 | Segment Information | 8
Note 5 | Revenue | 9
Note 6 | Operating Expenses | 9
Note 7 | Income Taxes | 10
Note 8 | Earnings Per Share Available to Common Stockholders | 11
Note 9 | Supplemental Cash Flow Information | 11
Note 10 | Fair Value Measurement | 12
Note 11 | Derivative Financial Instruments | 12
Note 12 | Trade and Other Receivables | 12
Note 13 | Trade and Other Liabilities | 13
Note 14 | Debt | 14
Note 15 | Temporary Equity, Equity and Dividends | 15
Note 16 | Share-based Payments | 16
Note 17 | Leases | 18
Note 18 | Contingencies | 18

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 1. Description of Business and Basis of Preparation
Description of Business
RB Global, Inc. and its subsidiaries (collectively referred to as the “Company”, “RB Global”, "we", "us" or “our”) is a leading, omnichannel marketplace that provides value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. The Company has auction sites in 14 countries and a digital platform to serve customers in more than 170 countries across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture.
The Company's marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, a leading global digital marketplace connecting vehicle buyers and sellers. RB Global's portfolio of brands also includes Rouse Services, which provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system, SmartEquip, an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both original equipment manufacturers and dealers, and VeriTread, an online marketplace for heavy haul transport.
RB Global, Inc. is a company incorporated in Canada under the Business Corporations Act (Ontario), whose shares are publicly traded on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”).
Basis of Preparation
These unaudited condensed consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) for interim financial information and accordingly, do not include all of the information and footnotes required by US GAAP for complete financial statements. They should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC") on February 26, 2025.
These unaudited condensed consolidated interim financial statements include the accounts of the Company and entities consolidated under US GAAP, follow the same accounting policies and methods of application as the Company's most recent annual audited consolidated financial statements, and reflect all adjustments of a normal recurring nature necessary for fair financial statement presentation. Significant intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates, and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Unless otherwise indicated, all amounts in the following tables are in millions except share and per share amounts.
Note 2. Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require enhanced annual disclosures within rate reconciliations and disaggregated income taxes paid information. The amendments are effective for the Company for the fiscal year ended December 31, 2025.
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 will require disaggregated disclosure of specific expense categories in the notes to the financial statements. The amendments are effective for the Company for the fiscal year ended December 31, 2027, and interim periods in the fiscal year ended December 31, 2028.
The Company is in the process of evaluating the impact that the above pronouncements may have on its consolidated financial statements and related disclosures.

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Note 3. Acquisitions
On March 10, 2025, the Company entered into an agreement to acquire J.M. Wood Auction Co., Inc. ("J.M. Wood"), an auction business located in Alabama, United States, for approximately $235 million, subject to certain adjustments. The purchase price will be paid in cash, with 67% of the estimated purchase price paid at closing and the remainder (subject to post-closing adjustments) to be paid in equal installments on the first, second, and third anniversaries of closing. In addition to the purchase price, the Company will pay an agreed upon amount for inventory held for auction at the time of closing.
The acquisition is expected to be completed in the second or third quarter of 2025, subject to customary closing conditions, including, among other conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The purchase agreement also contains certain rights to terminate the agreement by either the sellers or the Company.
Note 4. Segment Information
The Company has one operating and reportable segment which reflects the manner in which the Company’s Chief Operating Decision Maker (“CODM”), its Chief Executive Officer, reviews and assesses the performance of the business and allocates resources.
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 consolidated financial statements is net income. Consolidated financial information is used to monitor forecast versus actual results in order to make 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.
The following table presents the significant segment expenses, in the context of deriving net income, that are regularly provided to and reviewed by the CODM, reconciled to the segment’s net income:

|  | Three months ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
Total revenue |  | $ | 1,108.6 |  |  | $ | 1,064.7 |  |  |  |  |
Significant segment expenses |  |  |  |  |  |  |  |
Costs of services |  | 361.9 |  |  | 353.0 |  |  |  |  |
Cost of inventory sold |  | 235.0 |  |  | 196.6 |  |  |  |  |
Selling, general and administrative |  | 205.0 |  |  | 198.1 |  |  |  |  |
Acquisition-related and integration costs |  | 3.1 |  |  | 12.8 |  |  |  |  |
Depreciation and amortization |  | 114.5 |  |  | 107.7 |  |  |  |  |
Interest expense |  | 49.9 |  |  | 63.9 |  |  |  |  |
Income tax expense |  | 29.6 |  |  | 32.5 |  |  |  |  |
Other segment items 1 |  | (3.7) |  |  | (7.3) |  |  |  |  |
Net income |  | $ | 113.3 |  |  | $ | 107.4 |  |  |  |  |

1 Other segment items consist of gain on disposition of property, plant and equipment, change in fair value of derivatives, net, interest income, and foreign exchange loss, as reported on the consolidated income statements.

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Note 5. Revenue
The following table presents revenue disaggregated by type:

|  | Three months ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
Transactional seller revenue |  | $ | 216.8 |  |  | $ | 238.6 |  |  |  |  |
Transactional buyer revenue |  | 556.7 |  |  | 525.4 |  |  |  |  |
Marketplace services revenue |  | 79.0 |  |  | 85.1 |  |  |  |  |
Total service revenue |  | 852.5 |  |  | 849.1 |  |  |  |  |
Inventory sales revenue |  | 256.1 |  |  | 215.6 |  |  |  |  |
Total revenue |  | $ | 1,108.6 |  |  | $ | 1,064.7 |  |  |  |  |

The following table presents revenue disaggregated by geographic area, based on the location of the underlying auction activity or rendering of services:

|  | Three months ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
United States |  | $ | 854.7 |  |  | $ | 791.2 |  |  |  |  |
Canada |  | 124.9 |  |  | 142.4 |  |  |  |  |
Europe |  | 90.6 |  |  | 87.1 |  |  |  |  |
Australia |  | 17.1 |  |  | 27.6 |  |  |  |  |
Other |  | 21.3 |  |  | 16.4 |  |  |  |  |
Total revenue |  | $ | 1,108.6 |  |  | $ | 1,064.7 |  |  |  |  |

Note 6. Operating Expenses
Acquisition-Related and Integration Costs
Acquisition-related and integration costs consist of operating expenses incurred in connection with business combinations, such as due diligence, financing, investment-banking, consulting, advisory, legal, severance, integration and other acquisition-related costs.
The following table presents acquisition-related and integration costs by significant acquisition:

|  | Three months ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
IAA acquisition |  | $ | 2.1 |  |  | $ | 12.6 |  |  |  |  |
Other acquisitions |  | 1.0 |  |  | 0.2 |  |  |  |  |
Acquisition-related and integration costs |  | $ | 3.1 |  |  | $ | 12.8 |  |  |  |  |

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Note 6. Operating Expenses (continued)
Depreciation and Amortization

|  | Three months ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
Depreciation |  | $ | 26.3 |  |  | $ | 24.9 |  |  |  |  |
Amortization |  | 88.2 |  |  | 82.8 |  |  |  |  |
Depreciation and amortization |  | $ | 114.5 |  |  | $ | 107.7 |  |  |  |  |

Note 7. Income Taxes
Income tax expense for interim periods is based upon an estimate of the annual effective tax rate, adjusted for the effects of any significant and infrequent or unusual items required to be recognized discretely within the current interim period. The estimated income tax expense reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rate fluctuations or unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.
The variance in the Company's effective tax rate of 20.7% for the three months ended March 31, 2025 and the statutory federal and provincial tax rate in British Columbia, Canada of 27.0% relates primarily to deductions for share-based payments in excess of the related book expense and estimated income taxed in jurisdictions with lower tax rates.
The Company is routinely subject to tax audits and reviews in various jurisdictions around the world. Tax authorities may challenge the manner in which the Company has filed its tax returns and reported its income.
On December 3, 2024, the CRA issued the Company a Notice of Assessment and Statement of Interest for CA $79.1 million (Canadian dollars) ($55.0 million), for the taxation years 2010 through 2015, inclusive of CA$37.7 million ($26.2 million) in income taxes, and CA$41.4 million ($28.8 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 CA$39.5 million ($27.4 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 the event that the Company’s tax filing position is not upheld by either the CRA or by a court of last resort, the Company would incur and record the amounts assessed in income tax, interest and penalties in its consolidated financial statements, which could have a material negative effect on the Company’s results of operations.
In addition, in late 2024, the CRA requested information regarding the 2016 to 2020 taxation years for the same matter, which the Company provided in January 2025. The Company has not received a notice of assessment relating to the 2016 to 2020 taxation years. Depending on the outcome of this matter, the Company could incur additional income taxes, penalties and interest relating to the 2016 to 2020 taxation years, which could have a material negative effect on its results of operations.
At March 31, 2025 and December 31, 2024, the Company has not recorded any amounts relating to this matter in the consolidated financial statements because 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.

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Note 8. Earnings Per Share Available to Common Stockholders

|  | Three months ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
Net income available to common stockholders |  | $ | 102.9 |  |  | $ | 97.1 |  |  |  |  |
Basic weighted average shares outstanding |  | 184,824,362 |  | 183,059,321 |  |  |  |
Weighted average effect of dilutive securities: |  |  |  |  |  |  |  |
Share units |  | 919,988 |  | 825,864 |  |  |  |
Stock options and employee share purchase plan |  | 608,624 |  | 695,869 |  |  |  |
Diluted weighted average shares outstanding |  | 186,352,974 |  | 184,581,054 |  |  |  |
Earnings per share available to common stockholders: |  |  |  |  |  |  |  |
Basic |  | $ | 0.56 |  |  | $ | 0.53 |  |  |  |  |
Diluted |  | $ | 0.55 |  |  | $ | 0.53 |  |  |  |  |

Note 9. Supplemental Cash Flow Information
Net Changes in Operating Assets and Liabilities

|  | Three months ended March 31,
|  | 2025 |  | 2024
Trade and other receivables |  | $ | (54.1) |  |  | $ | (220.0) |
Prepaid consigned vehicle charges |  | 6.7 |  |  | 6.4 |
Inventory |  | (10.5) |  |  | (13.0) |
Advances against auction contracts |  | (7.9) |  |  | 4.4 |
Prepaid expenses and deposits |  | 8.4 |  |  | (9.4) |
Income taxes receivable |  | 10.9 |  |  | (4.8) |
Auction proceeds payable |  | 177.3 |  |  | 165.0 |
Trade and other liabilities |  | (173.7) |  |  | (62.1) |
Income taxes payable |  | (18.8) |  |  | 25.0 |
Operating lease obligations |  | (33.5) |  |  | (33.7) |
Other, including CRA deposit |  | (30.2) |  |  | 0.4 |
Net changes in operating assets and liabilities |  | $ | (125.4) |  |  | $ | (141.8) |

Other Supplemental Cash Flow Information

|  | Three months ended March 31,
|  | 2025 |  | 2024
Interest paid, net of interest capitalized |  | $ | 73.6 |  |  | $ | 85.6 |
Interest received |  | 3.0 |  |  | 6.6 |
Net income taxes paid |  | 43.2 |  |  | 23.0 |
Non-cash purchase of property, plant and equipment under finance lease |  | 12.5 |  |  | 2.3 |
Non-cash operating right of use assets obtained in exchange for new lease obligations |  | 18.9 |  |  | 27.6 |

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Note 10. Fair Value Measurement
The following table summarizes the fair values and carrying amounts of the Company's financial instruments that are required to be recorded or disclosed at fair value on a recurring basis:

|  |  | March 31, 2025 |  | December 31, 2024
| Category |  | Carrying amount |  | Fair value |  | Carrying amount |  | Fair value
Loans receivable | Level 2 |  | $ | 75.0 |  |  | $ | 75.1 |  |  | $ | 53.6 |  |  | $ | 53.3 |
Contingent consideration liability | Level 3 |  | 4.9 |  |  | 4.9 |  |  | 4.8 |  |  | 4.8 |
Long-term debt |  |  |  |  |  |  |  |  |
Secured Notes | Level 1 |  | 545.2 |  |  | 561.0 |  |  | 544.8 |  |  | 563.8 |
Unsecured Notes | Level 1 |  | 791.3 |  |  | 837.0 |  |  | 790.9 |  |  | 837.5 |
Term loans | Level 2 |  | 1,290.2 |  |  | 1,296.3 |  |  | 1,290.5 |  |  | 1,297.5 |

The fair value of loans receivable with a maturity date greater than one year are determined by estimating discounted cash flows using market rates. The fair value of the contingent consideration liability, which relates to IAA's acquisition of Marisat, Inc. in 2021, is determined using certain unobservable inputs, including the likelihood of the achievement of volume targets. The fair values of the Secured Notes and Unsecured Notes are determined by reference to a quoted market price traded in an over-the-counter broker market. The carrying values of the term loans, before deduction of deferred debt issuance costs, approximate their fair values as the interest rates on the loans are short-term in nature.
Note 11. Derivative Financial Instruments
The Company enters into forward currency contracts from time to time to manage its exposure to foreign currency exchange rate fluctuations recognized by its subsidiaries on certain loans receivable and significant intercompany balances. The fair value of derivative financial instruments was not material at March 31, 2025 or December 31, 2024. The gross notional amount of forward currency contracts outstanding at March 31, 2025 was $53.7 million (December 31, 2024: $48.1 million).
Note 12. Trade and Other Receivables

|  | March 31, 2025 |  | December 31, 2024
Advanced charges receivable |  | $ | 326.4 |  |  | $ | 347.3 |
Trade accounts receivable |  | 385.8 |  |  | 301.7 |
Consumption taxes receivable |  | 10.3 |  |  | 25.6 |
Loans receivable |  | 42.3 |  |  | 35.4 |
Other receivables |  | 12.9 |  |  | 6.6 |
Trade and other receivables, gross |  | 777.7 |  |  | 716.6 |
Less: allowance for credit losses |  | (7.3) |  |  | (7.2) |
Trade and other receivables, net |  | $ | 770.4 |  |  | $ | 709.4 |

The Company generally has possession of assets or asset titles collateralizing a significant portion of trade receivables. Trade receivables are due for settlement within seven days of the date of sale, after which they are interest bearing. Consumption taxes receivable are deemed fully recoverable unless disputed by the relevant tax authority. Other receivables are unsecured and non-interest bearing.

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Note 12. Trade and Other Receivables (continued)
Allowance for Credit Losses
The following table presents the activity in the allowance for expected credit losses:

|  | Three months ended March 31,
|  | 2025 |  | 2024
Allowance for credit losses, beginning of period |  | $ | 7.2 |  |  | $ | 6.4 |
Provision |  | 1.1 |  |  | 3.2 |
Write-offs charged against the allowance |  | (1.0) |  |  | (1.2) |
Allowance for credit losses, end of period |  | $ | 7.3 |  |  | $ | 8.4 |

Loans Receivable
The following table presents the consolidated balance sheet presentation of the loans receivable:

|  | March 31, 2025 |  | December 31, 2024
Loans receivable |  |  |  |
Trade and other receivables |  | $ | 42.3 |  |  | $ | 35.4 |
Other non-current assets |  | 32.7 |  |  | 18.2 |
Total loans receivable |  | $ | 75.0 |  |  | $ | 53.6 |

The Company participates in certain lending arrangements that are fully collateralized and secured by certain equipment, and in some arrangements, also secured by other assets. These arrangements typically have terms of one to five years. In an event of default under these agreements, the Company will be entitled to the proceeds of disposition of the collateral to recover its loans receivable balance. The related allowance for credit losses is not significant.
Note 13. Trade and Other Liabilities

| March 31, 2025 |  | December 31, 2024
Accrued liabilities | $ | 193.2 |  |  | $ | 237.3 |
Trade payables | 142.5 |  |  | 139.7 |
Book overdrafts | 167.9 |  |  | 276.5 |
Deferred revenue | 18.9 |  |  | 20.6 |
Taxes payable | 56.9 |  |  | 63.4 |
Current portion of finance leases and equipment financing obligations | 27.4 |  |  | 26.0 |
Share unit liabilities | 9.4 |  |  | 8.4 |
Other payables | 2.8 |  |  | 10.1 |
Trade and other liabilities | $ | 619.0 |  |  | $ | 782.0 |

Taxes payable includes value added tax, sales tax, and digital services tax.

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Note 14. Debt

|  | Interest Rate 1 |  | March 31, 2025 |  | December 31, 2024
Short-term debt |  | 6.48 | % |  | $ | 62.8 |  |  | $ | 27.7 |
Long-term debt: |  |  |  |  |  |
Term loans (maturing September 2026): |  |  |  |  |  |
Term Loan A Facility loan denominated in Canadian dollars, secured |  | 5.27 | % |  | 71.2 |  |  | 72.5 |
Term Loan A Facility loan denominated in US dollars, secured |  | 6.64 | % |  | 1,225.0 |  |  | 1,225.0 |
Less: unamortized debt issuance costs |  |  |  | (6.0) |  |  | (7.0) |
Senior secured and unsecured notes: |  |  |  |  |  |
Senior secured notes due in March 2028 |  | 6.75 | % |  | 550.0 |  |  | 550.0 |
Less: unamortized debt issuance costs |  |  |  | (4.8) |  |  | (5.2) |
Senior unsecured notes due in March 2031 |  | 7.75 | % |  | 800.0 |  |  | 800.0 |
Less: unamortized debt issuance costs |  |  |  | (8.7) |  |  | (9.1) |
Total long-term debt |  |  |  | 2,626.7 |  |  | 2,626.2 |
Less: current portion of long-term debt |  |  |  | 4.1 |  |  | 4.1 |
Long-term debt |  |  |  | $ | 2,622.6 |  |  | $ | 2,622.1 |

1 Interest rates on short-term debt and term loans reflect the weighted-average interest rates on borrowings as of March 31, 2025.
At March 31, 2025, the Company had unused committed revolving credit facilities aggregating $676.0 million that are available until September 2026, subject to certain covenant restrictions, and unused uncommitted revolving credit facilities aggregating $15.0 million with no maturity date. The Company was in compliance with all financial and other covenants applicable to the credit facilities at March 31, 2025.
Term Loans
In 2016, the Company entered into a credit agreement with a syndicate of lenders (as amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement is comprised of multicurrency revolving facilities (the “Revolving Facilities”) and the Term Loan A facility (the “TLA Facility”). The TLA Facility is comprised of a facility denominated in U.S. dollars (the “USD TLA Facility”) and a facility denominated in Canadian dollars (the “CAD TLA Facility”).
On April 3, 2025, the Company amended the Credit Agreement to, among other things, increase the aggregate principal amount of Revolving Facilities from $750.0 million to $1.3 billion, reduce the USD TLA Facility from $1.225 billion to $950.0 million, reduce certain loan margins and fees, adjust certain covenants for more financial flexibility, and extend the maturity of the Credit Agreement from September 21, 2026 to April 3, 2030. TLA Facility loans bear interest at a benchmark rate plus an applicable margin and are subject to quarterly installment payments of 1.25% of principal, with the balance payable at maturity. As of March 31, 2025, there are no mandatory principal repayments remaining on the USD TLA Facility until maturity of the debt, however, with the refinancing completed in April 2025, quarterly installment payments will begin in the third quarter of 2025.
Senior Secured and Unsecured Notes
On March 15, 2023, the Company completed the offering of (i) $550.0 million aggregate principal amount of 6.750% senior secured notes due March 15, 2028 (the “Secured Notes”) and (ii) $800.0 million aggregate principal amount of 7.750% senior unsecured notes due March 15, 2031 (the “Unsecured Notes”, and together with the Secured Notes, the “Notes”). Interest on the Notes is payable in cash semi-annually in arrears on March 15 and September 15 of each year, and began on September 15, 2023. The Secured Notes are jointly and severally guaranteed on a senior secured basis and the Unsecured Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries.

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Note 15. Temporary Equity, Equity and Dividends
Series A Senior Preferred Shares
The Series A Senior Preferred Shares are convertible into common stock 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 March 31, 2025. 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.
On the fourth anniversary of the issuance date of February 1, 2023, holders will have the right to increase the preferred dividend to 7.50%, and on the ninth anniversary of the issuance date, holders will have the right to increase the preferred dividend to a fixed percentage equal to the greater of (a) 600 bps over the daily simple SOFR as then in effect and (b) 10.50%, subject, in each case, to the Company’s right to redeem the Series A Senior Preferred Shares for which a dividend rate increase has been demanded.
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 control has been assessed as not probable at March 31, 2025.
Holders of the Series A Senior Preferred Shares are entitled to vote together with the common stock on an as-converted basis on all matters permitted by applicable law, subject to certain exceptions to enable compliance with applicable antitrust law. The Series A Senior Preferred Shares rank, with respect to rights as to dividends, distributions, redemptions and payments upon the liquidation, dissolution and winding up of the Company, (a) senior to all of the junior preferred stock, common stock and any other class or series of capital shares of the Company, issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series A Senior Preferred Shares, (b) on a parity basis with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which expressly provide that such class or series ranks on a parity basis with the Series A Senior Preferred Shares, and (c) junior with each other class or series of capital shares issued or authorized after the Series A Senior Preferred Shares issuance date, the terms of which expressly provide that such class or series ranks on a senior basis to the Series A Senior Preferred Shares.
During the three months ended March 31, 2025, h olders of the Series A Senior Preferred Shares were entitled to preferred dividends of $6.7 million (three months ended March 31, 2024 - $6.7 million) and participating dividends of $1.9 million (three months ended March 31, 2024 - $1.8 million).
Redeemable Non-controlling Interest
Redeemable non-controlling interest relates to a put/call agreement with one of the minority unitholders of VeriTread under which the holder can put its remaining 21% interest in VeriTread to the Company if certain performance targets are met. At March 31, 2025 the Company assessed that redemption of the redeemable non-controlling interest remains probable and that there has been no material change to the estimated redemption value.
The Company has separately recognized a 4% non-controlling interest in VeriTread within stockholders' equity as that interest is not redeemable.

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Note 15. Temporary Equity, Equity and Dividends (continued)
Common Stock Dividends
The following table summarizes the details of common stock dividends declared and paid during the three months ended March 31, 2025 and 2024:

| Declaration date |  | Dividend per share |  | Record date |  | Total dividends |  | Payment date
Three months ended March 31, 2025: |  |  |  |  |  |  |  |  |
Fourth quarter 2024 | January 17, 2025 |  | $ | 0.29 |  |  | February 14, 2025 |  | $ | 53.5 |  |  | March 3, 2025
Three months ended March 31, 2024: |  |  |  |  |  |  |  |  |
Fourth quarter 2023 | January 19, 2024 |  | $ | 0.27 |  |  | February 9, 2024 |  | $ | 49.3 |  |  | March 1, 2024

Subsequent to March 31, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.29 per common share, payable on June 20, 2025 to common stockholders of record on May 29, 2025.
Foreign Currency Translation Adjustment
Foreign currency translation adjustment, a component of other comprehensive income (loss), includes the following:

|  | Three months ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
Gains (losses) on intercompany foreign currency transactions of a long-term investment nature |  | $ | 3.1 |  |  | $ | (4.3) |  |  |  |  |

Note 16. Share-based Payments
The following table presents the components of share-based payment expense by consolidated income statement classification:

|  | Three months ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
Selling, general and administrative: |  |  |  |  |  |  |  |
Stock option compensation expense |  | $ | 0.4 |  |  | $ | 1.5 |  |  |  |  |
Equity-classified share units |  | 11.6 |  |  | 8.3 |  |  |  |  |
Liability-classified share units |  | 0.8 |  |  | 1.3 |  |  |  |  |
Employee share purchase plan |  | 2.6 |  |  | 2.9 |  |  |  |  |
|  | 15.4 |  |  | 14.0 |  |  |  |  |
Acquisition-related and integration costs: |  |  |  |  |  |  |  |
Acceleration of share-based payments expense |  | — |  |  | 0.9 |  |  |  |  |
Share-based continuing employment costs |  | 0.2 |  |  | 0.2 |  |  |  |  |
|  | 0.2 |  |  | 1.1 |  |  |  |  |
|  | $ | 15.6 |  |  | $ | 15.1 |  |  |  |  |

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Note 16. Share-based Payments (continued)
Share units
The following table presents share unit activity for the three months ended March 31, 2025:

| Equity-classified |  | Liability-classified
| Performance Share Units (Performance Conditions) |  | Performance Share Units (Market Conditions) |  | Restricted Share Units |  | Deferred Share Units
| Number |  | WA grant date fair value |  | Number |  | WA grant date fair value |  | Number |  | WA grant date fair value |  | Number |  | WA grant date fair value
Outstanding, December 31, 2024 | 450,175 |  | $ | 64.73 |  |  | 268,954 |  | $ | 105.53 |  |  | 607,805 |  | $ | 66.00 |  |  | 73,490 |  | $ | 40.29 |
Granted | 148,585 |  | 95.64 |  |  | 148,355 |  | 139.95 |  |  | 436,754 |  | 97.16 |  |  | 219 |  | 97.30 |
Vested and settled | (132,018) |  |  | 58.74 |  |  | — |  | — |  |  | (250,885) |  |  | 62.27 |  |  | — |  |  | — |
Forfeited | (2,930) |  |  | 67.31 |  |  | (1,645) |  | 120.49 |  |  | (11,630) |  |  | 69.99 |  |  | — |  |  | — |
Outstanding at March 31, 2025 | 463,812 |  | $ | 76.32 |  |  | 415,664 |  | $ | 117.76 |  |  | 782,044 |  | $ | 84.54 |  |  | 73,709 |  | $ | 40.45 |

Performance Share Units ("PSUs")
During the three months ended March 31, 2025, the Company granted PSUs to executives and senior employees, approximately half of which have performance vesting conditions and approximately half of which have market vesting conditions, conditional upon the Company's total shareholder return relative to a peer group. The PSUs have three-year performance and market vesting periods.
The fair values of PSUs with performance vesting conditions were estimated using the closing price of the Company's common shares listed on the NYSE on the respective grant dates and the fair value of PSUs with market vesting conditions was estimated using a Monte Carlo simulation model on the respective grant dates, incorporating the following significant assumptions, presented on a weighted average basis:

|  | Three months ended March 31,
|  | 2025 | 2024
Risk free interest rate |  | 4.0 | % | 4.5 | %
Expected lives of the PSUs |  | 3 years | 3 years
Expected volatility |  | 30.5 | % | 32.2 | %
Average expected volatility of comparable companies |  | 34.7 | % | 48.3 | %

Restricted Share Units ("RSUs")
During the three months ended March 31, 2025, the Company granted RSUs to employees which have service vesting conditions. The RSUs vest over a three-year graded vesting period or cliff vest after three years, depending on the terms of the grant.
The fair values of RSUs were estimated using the closing price of the Company's common shares listed on the NYSE on the respective grant dates.

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Note 17. Leases
The following table presents the components of lease expense:

|  | Three months ended March 31, |  |
|  | 2025 |  | 2024 |  |  |  |
Operating lease cost |  | $ | 63.0 |  |  | $ | 60.8 |  |  |  |  |
Finance lease cost |  |  |  |  |  |  |  |
Amortization of leased assets |  | 3.9 |  |  | 2.7 |  |  |  |  |
Interest on lease liabilities |  | 0.8 |  |  | 0.4 |  |  |  |  |
Short-term lease cost |  | 3.3 |  |  | 5.4 |  |  |  |  |
Sublease income |  | (0.3) |  |  | (0.2) |  |  |  |  |
|  | $ | 70.7 |  |  | $ | 69.1 |  |  |  |  |

Note 18. Contingencies
Legal and Other Claims
On July 31, 2023, Ann Fandozzi informed the Company’s Board of her intention to resign from her position as the Company’s Chief Executive Officer due to a disagreement with the Company regarding her compensation as Chief Executive Officer. The Board accepted her verbal resignation and interpreted her subsequent conduct as affirmation of her resignation. The Company advised Ms. Fandozzi that it was accepting her resignation effective immediately and waiving any written procedural notice requirements under the Employment Agreement by and between Ritchie Bros. Auctioneers (Canada) Ltd. and Ms. Fandozzi, dated December 14, 2019. Ms. Fandozzi disputes that she tendered her resignation. On February 21, 2024, Ms. Fandozzi formally resigned from the Company’s Board. The matter is currently in arbitration in accordance with the terms of Ms. Fandozzi’s employment agreement.
During the three months ended March 31, 2025, the Company recorded an expense of $1.1 million (three months ended March 31, 2024 - $1.3 million) reflecting changes to the estimated fair value of certain share-based payment awards. Any changes to the estimated payment amount to Ms. Fandozzi as a result of the settlement of the matter could be material.
The Company is subject to legal and other claims that arise in the ordinary course of its business. Management does not believe that the results of these claims will have a material effect on the Company’s consolidated balance sheets or consolidated income statements.
Guarantee Contracts
In the normal course of business, the Company will in certain situations guarantee to a consignor a minimum level of proceeds in connection with the sale at auction of that consignor’s equipment.
At March 31, 2025, there were $125.7 million of assets guaranteed under contract, of which 99% is expected to be sold prior to June 30, 2025, with the remainder to be sold by December 31, 2025 (at December 31, 2024 - $39.1 million, of which 44% was expected to be sold prior to the end of March 31, 2025, with the remainder expected to be sold by December 31, 2025). The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements may appear throughout this Quarterly Report on Form 10-Q, including the following section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements are typically identified by such words as “aim”, “anticipate”, “believe”, “could”, “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 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, 2024, which are available on our website at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com, 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.
We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“US GAAP”). Except for Gross Transaction Value (“GTV”)1, which is a measure of operational performance and not a measure of financial performance, liquidity, or revenue, the amounts discussed below are based on our consolidated financial statements.
Unless otherwise indicated, all amounts in the following tables are in millions, except share and per share amounts.
In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial data but not presented in our financial statements prepared in accordance with U.S. GAAP. Certain of these data are considered “non-GAAP financial measures” under the SEC rules. The definitions of and reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable U.S. GAAP financial measures are included either with the first use thereof or in the Non-GAAP Measures section within this document (refer to pages 29-34).
1 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.

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Overview
RB Global, Inc. and its subsidiaries (collectively referred to as “RB Global”, the “Company”, "our", "us", or “we”) (NYSE & TSX: RBA) is a leading global marketplace that connects sellers and buyers of commercial assets and vehicles. Through our omnichannel platform we facilitate transactions for customers primarily in our automotive and commercial construction and transportation ("CC&T") sectors. We also provide our customers value-added marketplace services, technology solutions for vehicle merchandising, platforms for lifecycle management of assets, and a market data intelligence platform to help customers make more informed business decisions.
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, data-driven intelligence and performance benchmarking system; SmartEquip Inc. ("SmartEquip"), an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both original equipment manufacturers ("OEMs") and dealers; and VeriTread LLC ("VeriTread"), an online marketplace for heavy haul transport.
Our CC&T sector includes heavy equipment such as excavators, dozers, lift and material handling, vocational and commercial trucks and trailers. Our automotive sector includes all consumer automotive vehicles. The other sector primarily includes assets and equipment in the agricultural, forestry and energy industries, government surplus assets, smaller consumer recreational transportation items and parts sold in our vehicle dismantling business. All sectors include salvage and non-salvage transactions.
Our customers primarily include automotive insurance companies, as well as end users, dealers, fleet owners, and OEMs of commercial assets and vehicles. We also serve customers in the agriculture, energy, and natural resources sectors, as well as government entities.
We have a global presence, primarily with operations in the United States, Canada and across Europe, and employ more than 7,900 full-time employees worldwide, of which approximately 67% are located in the United States.
Proposed Acquisition
On March 10, 2025, we entered into a definitive equity purchase agreement to acquire J.M. Wood Auction Co., Inc. ("J.M Wood") for approximately $235.0 million in cash consideration, subject to certain adjustments. Under the terms of the agreement, 67% of the estimated purchase price will be paid at closing and the remainder (subject to post-closing adjustments) will be paid in equal installments on the first, second and third anniversaries of the date of closing. In addition to the purchase price, we will pay an agreed upon amount for inventory held for auction at the time of closing.
Founded in 1973, J.M. Wood focuses on the auction of commercial construction and transportation assets in Alabama and adjacent states and has deep local relationships and experience with municipal customers. The proposed acquisition of J.M. Wood is expected to enhance our geographic coverage, expand our customer base in the United States and bring in deep industry knowledge to further our commitment to putting our partners and customers first. The J.M Wood team will also bring along a hard-working family culture, which is aligned with R.B Global's roots.
We currently expect the acquisition to be completed in the second or third quarter of 2025, subject to customary closing conditions, including required regulatory clearances.
Service Offerings
We provide a global marketplace for our partners and customers to buy and sell a variety of asset classes by leveraging our proprietary transaction solutions, services and market insights. We offer various branded solutions to help our partners and customers more efficiently manage their asset lifecycles and improve on their return on investments. For a complete list of our branded solutions, please refer to our Annual Report on Form 10-K for the year ended December 31, 2024, which is available on our website at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com.
Contract Options
We offer consignors several contract options to meet their individual needs and sale objectives for selling assets, which include:
•Straight commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated commission rate;
•Fixed fee commission contracts, where the consignor receives the gross proceeds from the sale less a fixed flat fee; and

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•Guarantee contracts, where the consignor receives a guaranteed minimum amount plus an additional amount if proceeds exceed a specified level.
We also offer our customers the option to enter into inventory contracts, where we purchase assets before they are resold in the auctions or marketplaces. We may also sell consigned assets or purchased inventory in private sales transactions.
Value-added Services
We also provide a wide array of value-added services to make the process of selling and buying equipment and vehicles convenient for our customers, including refurbishment services such as repair, paint and make-ready services, and parts services to connect equipment owners with parts manufacturers, inspection and appraisals, financial services through Ritchie Bros. Financial Services ("RBFS"), loan payoff services through IAA, end-to-end transportation and logistics services, as well as other services such as insights, data intelligence, performance benchmarking solutions, and title and liens processing. We offer equipment listing services under the RitchieList and Boom & Bucket brands in North America and the Mascus brand in Europe to make private selling more efficient and safe for customers, including a secure transaction management service, complete with invoicing. We also provide an innovative technology platform that supports customers' vehicle merchandising and selling.
Revenue Mix Fluctuations
Our revenue continues to be comprised of service revenue and inventory sales revenue. Total service revenue includes revenue by customer type, between revenue earned from buyers or sellers who transact in live and online auctions, online marketplaces and private brokerages, as well as marketplace services revenue, revenue earned from optional services provided to our customers.
Transactional seller revenue includes commissions, pre-negotiated or fixed, as well as certain auction-related fees earned from sellers to complete the sale of an asset, such as towing to our yards, liens search, title processing and online listing and inspection fees.
Transactional buyer revenue includes buyer transaction fees based on a tiered structure earned from purchasers upon purchase of an asset, as well as other auction-related fees earned from buyers to complete the purchase of an asset, such as title processing, late-pick up, salvage buyer platform registration and other administrative processing charges.
Marketplace services revenue include fees earned from various optional services provided to buyers, sellers or other third parties, and includes transportation, buyer towing, refurbishment, financing, parts procurement, data and appraisal, and other ancillary services.
Inventory sales revenue relates to revenue earned through our inventory contracts and is recognized at the GTV of the assets sold, with the related cost recognized in cost of inventory sold.
Our revenue each period can fluctuate significantly based on the mix of sales arrangements, which is driven by customer preferences. Completed straight commission, fixed commission or guarantee commission contracts result in the commission being recognized as service revenue based on a percentage of gross transaction value or based on a fixed value, while completed inventory contracts result in the full GTV of the assets sold being recorded as inventory sales revenue. As a result, a change in the revenue mix between service revenue and revenue from inventory sales can have a significant impact on our revenue growth percentages.
Macroeconomic Conditions and Trends
Various macroeconomic conditions and trends, such as inflationary pressures, including as a result of tariffs, and interest rate volatility, impact our business, GTV and operating costs. In addition, our GTV is impacted by the combination of unit volume growth and changes in average selling prices.
In our CC&T sector, the need for transaction solutions following the surge experienced post-pandemic has normalized. Customers are increasingly delaying decisions over disposition of assets as they evaluate the current business conditions in the face of an uncertain macro environment, global trade tensions and changing trade policies, negatively impacting our unit volume growth of higher value assets. In addition, market uncertainty in the construction and transportation end markets is putting pressure on asset prices within the sector. Our customers and partners continue to experience lower equipment utilization rates, weaker end market demand, a higher interest rate environment, and higher costs to acquire new assets, resulting in delays in replacing or adding assets to their existing asset base. These trends are contributing to a lower need for our customers to transact equipment.

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In our automotive sector, the total number of accidents and the number of accidents deemed a total loss influence unit volume growth in the industry. The total number of accidents is a function of the number of vehicles in service and the aggregated number of miles driven. Used automotive prices, the age, and the complexity of the design and technology content of vehicles, in combination with the cost of repair, are some of the factors that influence if a vehicle is deemed a total loss. The current inflation spread between automotive repair and used vehicles is providing a productive environment for a higher number of vehicles deemed a total loss as a percent of total accidents, which is driving industry salvage unit volume growth. Despite these positive trends, we have also seen used automotive prices remain fairly flat year over year, as pricing has normalized following the pandemic.
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.
We define our key operating metrics as follows:
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.
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.”
Performance Overview and Consolidated Results
For the first quarter of 2025 as compared to the first quarter of 2024:
•Total GTV decreased 6% to $3.8 billion
•Total revenue increased 4% to $1.1 billion
◦Service revenue remained flat at $852.5 million
◦Inventory sales revenue increased 19% to $256.1 million
•Net income increased 5% to $113.3 million
•Net income available to common stockholders increased 6% to $102.9 million
•Diluted earnings per share (“EPS”) available to common stockholders increased 4% to $0.55 earnings per share
•Diluted adjusted EPS available to common stockholders decreased 1% to $0.89 per share
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") decreased 1% to $327.9 million
Other Company Developments
•On April 3, 2025, the Company amended and restated its Credit Agreement dated October 27, 2016, to increase the aggregate principal amount of our multi-currency senior secured revolving credit facilities from $750.0 million to $1.3 billion, and reduce our USD Term Loan A facility aggregate principal amount from $1.2 billion to $950.0 million. As part of the amendment, we also extended the maturity date of the Credit Agreement from September 2026 to April 2030, and reduced our bank spread by approximately 85 basis points and the undrawn revolver fee by approximately 20 basis points.

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Results of Operations
The following table summarizes key components of our results of operations for the periods indicated.

|  | Three months ended March 31, |  |
|  |  |  |  |  | % Change |  |  |  |  |  |
(in U.S. dollars in millions, except percentages) |  | 2025 |  | 2024 |  | 2025 over 2024 |  |  |  |  |  |
Service revenue |  | $ | 852.5 |  | $ | 849.1 |  | —% |  |  |  |  |  |
Inventory sales revenue |  | 256.1 |  | 215.6 |  | 19% |  |  |  |  |  |
Total revenue |  | $ | 1,108.6 |  | $ | 1,064.7 |  | 4% |  |  |  |  |  |
Costs of services |  | 361.9 |  | 353.0 |  | 3% |  |  |  |  |  |
Cost of inventory sold |  | 235.0 |  | 196.6 |  | 20% |  |  |  |  |  |
Selling, general and administrative |  | 205.0 |  | 198.1 |  | 3% |  |  |  |  |  |
Acquisition-related and integration costs |  | 3.1 |  | 12.8 |  | (76)% |  |  |  |  |  |
Depreciation and amortization |  | 114.5 |  | 107.7 |  | 6% |  |  |  |  |  |
Total operating expenses |  | $ | 919.5 |  | $ | 868.2 |  | 6% |  |  |  |  |  |
Gain on disposition of property, plant and equipment |  | 0.4 |  | 2.4 |  | (83)% |  |  |  |  |  |
Operating income |  | 189.5 |  | 198.9 |  | (5)% |  |  |  |  |  |
Net income |  | 113.3 |  | 107.4 |  | 5% |  |  |  |  |  |
Net income available to common stockholders |  | 102.9 |  | 97.1 |  | 6% |  |  |  |  |  |
Effective tax rate |  | 20.7% |  | 23.2% |  | (250)bps |  |  |  |  |  |
Total GTV |  | $ | 3,828.9 |  | $ | 4,077.4 |  | (6)% |  |  |  |  |  |
Service GTV |  | 3,572.8 |  | 3,861.8 |  | (7)% |  |  |  |  |  |
Inventory GTV |  | 256.1 |  | 215.6 |  | 19% |  |  |  |  |  |
Inventory return |  | $ | 21.1 |  | $ | 19.0 |  | 11% |  |  |  |  |  |
Inventory rate |  | 8.2% |  | 8.8% |  | (60)bps |  |  |  |  |  |

Total GTV
Total GTV decreased 6% to $3.8 billion in the first quarter of 2025.
The following summarizes our total GTV by geography and by sector for the periods indicated:

|  | Three months ended March 31, |  |
|  |  |  |  |  | % Change |  |  |  |  |  |
(in U.S. dollars in millions, except percentages) |  | 2025 |  | 2024 |  | 2025 over 2024 |  |  |  |  |  |
United States |  | $ | 3,061.1 |  |  | $ | 3,261.8 |  |  | (6) | % |  |  |  |  |  |
Canada |  | 488.8 |  |  | 553.5 |  |  | (12) | % |  |  |  |  |  |
International |  | 279.0 |  |  | 262.1 |  |  | 6 | % |  |  |  |  |  |
Total GTV |  | $ | 3,828.9 |  |  | $ | 4,077.4 |  |  | (6) | % |  |  |  |  |  |

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|  | Three months ended March 31, |  |
|  |  |  |  |  | % Change |  |  |  |  |  |
(in U.S. dollars in millions, except percentages) |  | 2025 |  | 2024 |  | 2025 over 2024 |  |  |  |  |  |
Automotive |  | $ | 2,144.7 |  |  | $ | 2,105.0 |  |  | 2 | % |  |  |  |  |  |
Commercial construction and transportation |  | 1,276.7 |  |  | 1,561.2 |  |  | (18) | % |  |  |  |  |  |
Other |  | 407.5 |  |  | 411.2 |  |  | (1) | % |  |  |  |  |  |
Total GTV |  | $ | 3,828.9 |  |  | $ | 4,077.4 |  |  | (6) | % |  |  |  |  |  |

The following table illustrates the breakdown of total lots sold by sector for the periods indicated:

|  | Three months ended March 31, |  |
|  |  |  |  |  | % Change |  |  |  |  |  |
(in '000's of lots sold, except percentages) |  | 2025 |  | 2024 |  | 2025 over 2024 |  |  |  |  |  |
Automotive |  | 625.6 |  |  | 584.6 |  |  | 7 | % |  |  |  |  |  |
Commercial construction and transportation |  | 87.6 |  |  | 108.8 |  |  | (19) | % |  |  |  |  |  |
Other |  | 141.9 |  |  | 145.6 |  |  | (3) | % |  |  |  |  |  |
Total lots sold |  | 855.1 |  |  | 839.0 |  |  | 2 | % |  |  |  |  |  |

Total GTV decreased year over year in the first quarter of 2025, driven primarily by lower GTV in our CC&T sector in the United States and Canada. We saw lower GTV as a result of lower lot volumes as consignors are taking a cautious stance amid ongoing market uncertainty, partially offset by a higher average price per lot sold on an improved asset mix. The decrease in GTV was primarily driven by anticipated lower volume within our strategic accounts team, as we benefited in the prior period from certain significant large customer contracts. Partially offsetting the decline in our CC&T sector, we saw higher GTV in our automotive sector due to continued growth from existing partners, as well as year-over-year market share gains, partially offset by a lower average price per lot sold.
Total Revenue
Total revenue increased 4% to $1.1 billion in the first quarter of 2025 primarily due to a 19% increase in inventory sales revenue, while total service revenue remained flat year over year.
Service Revenue
Service revenue is comprised of transactional seller revenue, which mainly includes commissions earned on service GTV from our straight, fixed or guarantee commission contracts, transactional buyer revenue, which mainly includes buyer transaction fees earned on total GTV from purchasers on the sale of inventory or consigned equipment, and revenues earned from our marketplace services.
The following table summarizes key components of total service revenue for the periods indicated:

|  | Three months ended March 31, |  |
|  |  |  |  |  | % Change |  |  |  |  |  |
(in U.S. dollars in millions, except percentages) |  | 2025 |  | 2024 |  | 2025 over 2024 |  |  |  |  |  |
Transactional seller revenue |  | $ | 216.8 |  |  | $ | 238.6 |  |  | (9) | % |  |  |  |  |  |
Transactional buyer revenue |  | 556.7 |  |  | 525.4 |  |  | 6 | % |  |  |  |  |  |
Marketplace services revenue |  | 79.0 |  |  | 85.1 |  |  | (7) | % |  |  |  |  |  |
Total service revenue |  | $ | 852.5 |  |  | $ | 849.1 |  |  | — | % |  |  |  |  |  |

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Total service revenue remained flat in the first quarter of 2025, with transactional buyer revenue increasing 6%, offset by transactional seller revenue decreasing 9% and marketplace services revenue decreasing 7%.
Transactional buyer revenue increased 6%, while total GTV decreased 6%, primarily from higher buyer fees within our automotive sector driven by changes in our buyer fee rate structures implemented in November 2024 and early 2025. Partially offsetting these increases, we saw lower buyer and document fees in line with lower GTV volume in our CC&T sector, despite a higher buyer fee rate structure implemented in early 2025.
Transactional seller revenue decreased 9%, primarily in line with the decrease in service GTV of 7% and a lower commission rate. Although commission rates in both our automotive and CC&T sector increased in the period compared to the prior period, the higher proportion of automotive service GTV in the current quarter led to a lower commission rate overall.
Marketplace services revenue decreased 7% in the first quarter of 2025, primarily driven by the non-repeat of fees earned in our CC&T sector from transportation services provided to a large consignor contract in the United States and lower fees from electronic title and registration services provided in our automotive sector.
Inventory Sales Revenue
Inventory sales revenue increased 19% in the first quarter of 2025, primarily in our CC&T sector due to contract mix. We saw higher inventory volume driven by a significant inventory contract in the transportation sector in the United States within our strategic accounts, partially offset by lower volume in Canada due to fewer inventory contracts in construction.
Costs of Services
In the first quarter of 2025, costs of services increased 3% to $361.9 million primarily driven by higher tow costs from increased activity in our automotive sector and higher employee compensation expenses from changes to our employee benefit plans implemented in the second quarter of 2024 as well as an increase in short-term incentive-based compensation. We also saw an increase in rent expense from the renewal of a lease in California. These increases were partially offset by lower transportation and third-party profit-sharing costs in our CC&T sector due to the non-repeat of a large consignor contract in transportation in the United States.
Cost of Inventory Sold
In the first quarter of 2024, cost of inventory sold increased 20% to $235.0 million, primarily in line with a 19% increase in inventory sales revenue. Our inventory rate declined 60 basis points year over year to 8.2%, attributable to weaker performance in all sectors.
Selling, General and Administrative
In the first quarter of 2025, selling, general and administrative expenses increased 3% to $205.0 million, primarily due to higher technology costs as part of the development of our new payroll and finance cloud computing systems, higher short-term incentive compensation driven by strong performance, higher professional fees primarily driven by an increase in legal costs associated with the departure of our ex-CEO in 2023 and the CRA matter, partially offset by lower rent expense from the termination of the Bolton lease arrangement in Ontario, Canada at the beginning of the year.
Acquisition-related and Integration Costs
In the first quarter of 2025, acquisition-related and integration costs decreased 76% to $3.1 million, primarily due to lower severance and integration costs in connection with the acquisition of IAA.
Operating Income
For the first quarter of 2025, operating income decreased 5% to $189.5 million, driven by higher depreciation and amortization expense from internally developed software and technology assets, higher selling, general and administrative expenses, as well as lower flow-through of service revenue. These decreases were partially offset by lower acquisition-related and integration costs in connection with the acquisition of IAA and higher flow-through of inventory revenue.
Income Tax Expense and Effective Tax Rate
At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year. The estimate reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rates or unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.

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For the first quarter of 2025, income tax expense decreased by 9% to $29.6 million, and our effective tax rate decreased 250 bps to 20.7%, as compared to the first quarter of 2024 primarily due to increased deductions for share-based payments in excess of the related book expense.
Net Income Attributable to Controlling Interests
In the first quarter of 2025, net income attributable to controlling interests increased 5% to $113.4 million, primarily driven by lower interest expense due to lower long-term debt levels driven by repayments of principal in prior year and lower income tax expense from a lower effective tax rate, partially offset by a decrease in operating income, as discussed above.
Diluted EPS
Diluted EPS available to common stockholders increased 4% to $0.55 per share for the first quarter of 2025, compared to $0.53 per share for the first quarter of 2024. The increase is primarily due to the increase in net income attributable to controlling interests, as discussed above.
U.S. Dollar Exchange Rate Comparison
We conduct global operations in various currencies, with our presentation currency being the U.S. dollar. The following table presents the variance in select foreign exchange rates over the comparative reporting periods:

|  |  |  |  |  | % Change
Value of one local currency to U.S. dollar |  | 2025 |  | 2024 |  | 2025 over 2024
Period-end exchange rate - March 31, |  |  |  |  |  |
Canadian dollar |  | 0.6949 |  | 0.7386 |  | (6) | %
Euro |  | 1.0819 |  | 1.0798 |  | — | %
British pound sterling |  | 1.2920 |  | 1.2625 |  | 2 | %
Australian dollar |  | 0.6242 |  | 0.6521 |  | (4) | %
Average exchange rate - Three months ended March 31, |  |  |  |  |  |
Canadian dollar |  | 0.6966 |  | 0.7419 |  | (6) | %
Euro |  | 1.0516 |  | 1.0861 |  | (3) | %
British pound sterling |  | 1.2588 |  | 1.2683 |  | (1) | %
Australian dollar |  | 0.6273 |  | 0.6579 |  | (5) | %

In the first quarter of 2025, foreign exchange had an unfavorable impact on total revenue and a favorable impact on expenses when compared to the prior year quarter. These impacts were primarily due to the fluctuations in the Canadian dollar relative to the U.S. dollar.
Non-GAAP Measures
As part of management’s non-GAAP measures, we may eliminate the financial impact of certain items that we do not consider to be part of our normal operating results.
Adjusted net income available to common stockholders remained flat at $165.2 million in the first quarter of 2025.
Diluted adjusted EPS available to common stockholders decreased 1% to $0.89 per share in the first quarter of 2025.
Adjusted EBITDA decreased 1% to $327.9 million in the first quarter of 2025.
Refer to the non-GAAP measures section below on pages 29-34 for further information.
Debt
Our Credit Agreement is comprised of multicurrency revolving facilities and the Term Loan A facility. The TLA Facility is comprised of a facility denominated in US dollars (the "USD TLA Facility"), and a facility denominated in Canadian dollars (the "CAD TLA Facility"). On April 3, 2025, the Company amended the Credit Agreement to, among other things, increase the aggregate principal amount of the revolving facilities from $750.0 million to $1.3 billion, reduce the USD TLA Facility from $1.2 billion to $950.0

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million, reduce certain loan margins and fees, adjust certain covenants for more financial flexibility, and extend the maturity of the Credit Agreement from September 21, 2026 to April 3, 2030. The TLA Facility loans are subject to quarterly installment payments of 1.25% of principal, with the balance payable at maturity. As of March 31, 2025, there were no mandatory principal repayments remaining on the USD TLA Facility until maturity of the debt; however, with the refinancing completed on April 3, 2025, quarterly installment payments will begin in the third quarter of 2025.
At March 31, 2025, the Company also had $550.0 million aggregate principal amount of 6.750% senior secured notes due March 15, 2028 (the "Secured Notes"), and (ii) $800.0 million aggregate principal amount of 7.750% senior unsecured notes due March 15, 2031 (the "Unsecured Notes") (collectively, the "Notes"). These Notes were used, along with the USD TLA Facility, to fund the acquisition of IAA in March 2023, and accrue interest to be paid in cash semi-annually in arrears. The Secured Notes are jointly and severally guaranteed on a senior secured basis and the Unsecured Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries.
The below were our committed and uncommitted revolving credit facilities at March 31, 2025 and December 31, 2024:

(in U.S. dollars in millions) |  | March 31, 2025 |  | December 31, 2024 |  |
Committed |  |  |  |  |  |
Multicurrency revolving credit facilities |  | $ | 750.0 |  |  | $ | 750.0 |  |  |
Uncommitted |  |  |  |  |  |
Foreign demand revolving credit facilities |  | 15.0 |  |  | 15.0 |  |  |
Total revolving credit facilities |  | $ | 765.0 |  |  | $ | 765.0 |  |  |
Unused |  |  |  |  |  |
Multicurrency revolving credit facilities |  | $ | 676.0 |  |  | $ | 705.9 |  |  |
Foreign demand revolving credit facilities |  | 15.0 |  |  | 15.0 |  |  |
Total revolving credit facilities unused |  | $ | 691.0 |  |  | $ | 720.9 |  |  |

Debt Covenants
We were in compliance with all financial and other covenants applicable to our credit facilities at March 31, 2025.
Our ability to borrow under the Credit Agreement is subject to compliance with financial covenants of a consolidated leverage ratio and a consolidated interest coverage ratio. In the event of sustained deterioration of global markets and economies, we expect the covenants pertaining to our leverage ratio would be the most restrictive to our ability to access funding under our Credit Agreement. We continue to evaluate courses of action to maintain current levels of liquidity and compliance with our debt covenants.
For more information on our debt, see "Item 1 – Financial Statements: Note. 14 Debt" in our consolidated financial statements.
Liquidity and Capital Resources
Our short-term cash requirements include (i) payment of quarterly dividends to common shareholders on an as-declared basis, and payment of participating dividends and preferential dividends to preferred equity holders, (ii) settlement of contracts with consignors, partners and other suppliers, (iii) personnel expenditures, with a majority of short-term incentive compensation paid annually in the first quarter following each fiscal year, (iv) income tax payments, primarily paid in quarterly installments, (v) payments, including interest, on our short-term debt, as well as principal and interest payments on our long-term debt, (vi) payment of amounts committed under certain service agreements to build our modern IT architecture, (vii) payments on our operating and finance lease obligations, (viii) other capital expenditures and working capital needs, and (ix) advances.

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On December 3, 2024, the Canadian Revenue Agency ("CRA") issued the Company a Notice of Assessment and Statement of Interest (“NOA”) for CA $79.1 million (Canadian dollars) (approximately $55.0 million) for additional taxes, interest and penalties with respect to the Company's Luxembourg subsidiary relating to taxation years 2010 through 2015. 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 to begin the appeal process, paid a required deposit of 50% of the assessed amount, or CA$39.5 million (approximately $27.4 million) to the CRA. In the event the Company's tax filing position is not upheld, the Company would be required to pay the remaining 50% of the assessed amount with interest. However, in the event that the Company prevails in its objection or subsequent legal proceedings, the deposit would be refunded with interest to the Company. The matter is expected to take years to resolve. The CRA has also requested information regarding the 2016 to 2020 taxation years for the same matter. For more information on the matter, see "Item 1 – Financial Statements: Note. 7 Income Taxes" in our consolidated financial statements.
We believe that our existing working capital and availability under our revolving facilities are sufficient to satisfy our present operating requirements and contractual obligations, including to fund the potential acquisition of J.M. Wood, which will be a material cash requirement upon closing. In the current interest rate environment, the Company intends to continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.
Our long-term cash requirements include scheduled principal and interest payments of long-term debt on the TLA Facility of $1.3 billion and the Notes of $1.4 billion, repayment of any drawn funds under our revolving credit facilities, as well as scheduled repayments of operating and finance lease obligations relating to the Company’s commercial leases for various auctions sites, branches and offices, operating leases for computer equipment, software, motor vehicles and small office equipment, and finance lease arrangements for certain vehicles, computers, yard equipment, fixtures, and office furniture. For more information on our debt and leases, see "Item 1 – Financial Statements: Note. 14 Debt" and "Item 1 – Financial Statements: Note. 17 Leases," respectively, in our consolidated financial statements, as well as in our audited consolidated financial statements for the year ended December 31, 2024.
Cash provided by operating activities can fluctuate significantly from period to period. We assess our liquidity based on our ability to generate cash and secure credit to fund operating, investing, and financing activities. Our liquidity is primarily affected by fluctuations in cash provided by operating activities, significant acquisitions of businesses, payment of dividends, our net capital spending 1, and repayments of debt. We are also committed under various letters of credit and provide certain guarantees in the normal course of business. We believe our principal sources of liquidity, which include cash flow from operations and our unused capacity under our revolving credit facilities of $691.0 million, is sufficient to fund our current and planned operating activities.
Book overdrafts represent outstanding checks and other pending disbursements, which are in excess of cash account balances with a right of offset. The excess of such amounts is included within trade and other liabilities in our consolidated balance sheet.
If we were to consider further acquisitions to deliver on our strategic growth drivers, we may seek financing through equity markets or additional debt markets. The issuance of additional equity securities may result in dilution to our shareholders. Issuance of preferred equity securities could provide for rights, preferences or privileges senior to those of our common stock. Further, this additional capital may not be available on reasonable terms, or at all.
Cash Flows

|  | Three months ended March 31,
|  |  |  |  |  | Change |
(in U.S. dollars in millions) |  | 2025 |  | 2024 |  | 2025 over 2024 |
Cash provided by (used in): |  |  |  |  |  |  |
Operating activities |  | $ | 156.8 |  |  | $ | 124.8 |  |  | $ | 32.0 |  |
Investing activities |  | (101.9) |  |  | (77.5) |  |  | (24.4) |  |
Financing activities |  | (45.0) |  |  | (190.9) |  |  | 145.9 |  |
Effect of changes in foreign currency rates |  | 3.1 |  |  | (6.9) |  |  | 10.0 |  |
Net decrease in cash, cash equivalents, and restricted cash |  | $ | 13.0 |  |  | $ | (150.5) |  |  | $ | 163.5 |  |

Net cash provided by operating activities was $156.8 million in the first three months of 2025, as compared to net cash provided by operating activities of $124.8 million in the first three months of 2024. Net cash provided by operating activities increased $32.0 million partially due to a lower cash outflow from the net change in operating assets and liabilities of $16.4 million, as well as
1 We calculate net capital spending as property, plant and equipment additions plus intangible asset additions less proceeds on disposition of property, plant and equipment.

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higher net income from operations. The net change in operating assets and liabilities was primarily driven by the timing and size our auctions, higher prepaid costs recognized in the prior period in connection with transportation services provided to a large consignor contract in the United States in our CC&T sector, and lower incentive-based employee compensation costs. These lower cash outflows were partially offset by increases in cash outflows relating to timing of book overdrafts, higher income tax payments as a result of strong performance, the required deposit paid in connection with the CRA matter, and the timing of recovery of advances from customers.
Net cash used in investing activities was $101.9 million in the first three months of 2025, as compared to net cash used in investing activities of $77.5 million in the first three months of 2024. The increase is primarily due to an increase in the issuance of loans receivable in our financing business in the current period, and higher capital expenditures on property, plant and equipment, mainly relating to purchases of property.
Net cash used in financing activities was $45.0 million in the first three months of 2025, as compared to net cash used in financing activities of $190.9 million in the first three months of 2024. The decrease in cash outflow is primarily driven by the repayment of a $150.0 million debt on our USD TLA Facility in the prior period and higher borrowings on our short-term debt in the current period. These decreases in cash outflow are partially offset by lower proceeds received from the exercise of stock options and higher dividend payments made to common stockholders in the current period.
Dividend Information
We declared a dividend of $0.29 per common share for each of the quarters ended December 31, 2024, September 30, 2024, and June 30, 2024, and $0.27 per common share for the quarter ended March 31, 2024. We have declared, but not yet paid, a dividend of $0.29 per common share for the quarter ended March 31, 2025. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.
Debt over Net Income
Debt at the end of the first quarter of 2025 represented 6.4 times net income at and for the trailing twelve months ended March 31, 2025, compared to 8.6 times net income at and for the trailing twelve months ended March 31, 2024. The decrease in this debt/net income multiplier was primarily due to lower levels of debt driven by repayments of principal on our TLA Facility. The adjusted net debt/adjusted EBITDA was 1.6 times at and for the trailing twelve months ended March 31, 2025, compared to 2.0 times at and for the trailing twelve months ended March 31, 2024. The decrease in this debt/net income multiplier was due to the same reasons as discussed above.
Critical Accounting Policies, Judgments, Estimates and Assumptions
In preparing our consolidated financial statements in conformity with US GAAP, we must make decisions that impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances and historical experience. At March 31, 2025, there were no material changes in our critical accounting policies, and there were no material changes in judgments, estimates and assumptions from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Non-GAAP Measures
We reference various non-GAAP measures throughout this Quarterly Report on Form 10-Q. 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 US GAAP.

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Adjusted Net Income Available to Common Stockholders and Diluted Adjusted EPS Available to Common Stockholders Reconciliation
We believe that adjusted net income available to common stockholders provides useful information about the growth or decline of our net income available to common stockholders for the relevant financial period and eliminates the financial impact of adjusting items we do not consider to be part of our 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 we do not consider to be part of our normal operating results. Please refer to page 34 for a summary of adjusting items.
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, 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 and allocated earnings to participating securities.
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:

|  | Three months ended March 31, |  |
|  |  |  |  |  | % Change |  |  |  |  |  |
(in U.S. dollars in millions, except share, per share data, and percentages) |  | 2025 |  | 2024 |  | 2025 over 2024 |  |  |  |  |  |
Net income available to common stockholders |  | $ | 102.9 |  |  | $ | 97.1 |  |  | 6 | % |  |  |  |  |  |
Share-based payments expense |  | 14.4 |  |  | 13.3 |  |  | 8 | % |  |  |  |  |  |
Acquisition-related and integration costs |  | 3.1 |  |  | 12.8 |  |  | (76) | % |  |  |  |  |  |
Amortization of acquired intangible assets |  | 68.3 |  |  | 69.6 |  |  | (2) | % |  |  |  |  |  |
Gain on disposition of property, plant and equipment and related costs |  | (0.2) |  |  | (1.8) |  |  | (89) | % |  |  |  |  |  |
Prepaid consigned vehicles charges |  | (0.3) |  |  | (2.1) |  |  | (86) | % |  |  |  |  |  |
Other legal, advisory, restructuring and non-income tax expenses |  | 3.9 |  |  | 2.2 |  |  | 77 | % |  |  |  |  |  |
Executive transition costs |  | 2.7 |  |  | 1.7 |  |  | 59 | % |  |  |  |  |  |
Related tax effects of the above |  | (27.3) |  |  | (24.8) |  |  | 10 | % |  |  |  |  |  |
Related allocation of the above to participating securities |  | (2.3) |  |  | (2.5) |  |  | (8) | % |  |  |  |  |  |
Adjusted net income available to common stockholders |  | $ | 165.2 |  |  | $ | 165.5 |  |  | — | % |  |  |  |  |  |
Weighted average number of dilutive shares outstanding |  | 186,352,974 |  | 184,581,054 |  | 1 | % |  |  |  |  |  |
Diluted earnings per share available to common stockholders |  | $ | 0.55 |  |  | $ | 0.53 |  |  | 4 | % |  |  |  |  |  |
Diluted adjusted earnings per share available to common stockholders |  | $ | 0.89 |  |  | $ | 0.90 |  |  | (1) | % |  |  |  |  |  |

Adjusted EBITDA Reconciliation
We believe adjusted EBITDA provides useful information about the growth or decline of our net income when compared between different financial periods. We use adjusted EBITDA as a key performance measure because we believe 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, income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items as described on page 34.
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:

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|  | Three months ended March 31, |  |
|  |  |  |  |  | % Change |  |  |  |  |  |
|  |  |  |  |  | 2025 over |  |  |  |  |  |
(in U.S. dollars in millions, except percentages) |  | 2025 |  | 2024 |  | 2024 |  |  |  |  |  |
Net income |  | $ | 113.3 |  |  | $ | 107.4 |  |  | 5 | % |  |  |  |  |  |
Add: depreciation and amortization |  | 114.5 |  |  | 107.7 |  |  | 6 | % |  |  |  |  |  |
Add: interest expense |  | 49.9 |  |  | 63.9 |  |  | (22) | % |  |  |  |  |  |
Less: interest income |  | (3.0) |  |  | (6.6) |  |  | (55) | % |  |  |  |  |  |
Add: income tax expense |  | 29.6 |  |  | 32.5 |  |  | (9) | % |  |  |  |  |  |
EBITDA |  | 304.3 |  |  | 304.9 |  |  | — | % |  |  |  |  |  |
Share-based payments expense |  | 14.4 |  |  | 13.3 |  |  | 8 | % |  |  |  |  |  |
Acquisition-related and integration costs |  | 3.1 |  |  | 12.8 |  |  | (76) | % |  |  |  |  |  |
Gain on disposition of property, plant and equipment and related costs |  | (0.2) |  |  | (1.8) |  |  | (89) | % |  |  |  |  |  |
Prepaid consigned vehicles charges |  | (0.3) |  |  | (2.1) |  |  | (86) | % |  |  |  |  |  |
Other legal, advisory, restructuring and non-income tax expenses |  | 3.9 |  |  | 2.2 |  |  | 77 | % |  |  |  |  |  |
Executive transition costs |  | 2.7 |  |  | 1.7 |  |  | 59 | % |  |  |  |  |  |
Adjusted EBITDA |  | $ | 327.9 |  |  | $ | 331.0 |  |  | (1) | % |  |  |  |  |  |

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Adjusted Net Debt and Adjusted Net Debt/Adjusted EBITDA Reconciliation
We believe that comparing adjusted net debt/adjusted EBITDA on a trailing twelve-month basis for different financial periods provides useful information about the performance of our operations as an indicator of the amount of time it would take us to settle both our short and long-term debt. We do not consider this to be a measure of our liquidity, which is our ability to settle only short-term obligations, but rather a measure of how well we fund liquidity. Measures of liquidity are noted under “Liquidity and Capital Resources.”
Adjusted net debt is calculated by subtracting cash and cash equivalents from short and long-term debt and long-term debt in escrow. 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.

|  | At and for the twelve months ended March 31,
|  |  |  |  |  |  |  | % Change
(in U.S. dollars in millions, except percentages) |  | 2025 |  |  | 2024 |  |  | 2025 over 2024
Short-term debt |  | $ | 62.8 |  |  |  | $ | 24.8 |  |  |  | 153 | %
Long-term debt |  | 2,626.7 |  |  |  | 2,926.2 |  |  |  | (10) | %
Debt |  | 2,689.5 |  |  |  | 2,951.0 |  |  |  | (9) | %
Less: cash and cash equivalents |  | (578.1) |  |  |  | (462.8) |  |  |  | 25 | %
Adjusted net debt |  | 2,111.4 |  |  |  | 2,488.2 |  |  |  | (15) | %
Net income |  | $ | 418.7 |  |  |  | $ | 341.6 |  |  |  | 23 | %
Add: depreciation and amortization |  | 451.2 |  |  |  | 423.7 |  |  |  | 6 | %
Add: interest expense |  | 219.7 |  |  |  | 256.8 |  |  |  | (14) | %
Less: interest income |  | (22.6) |  |  |  | (22.3) |  |  |  | 1 | %
Add: income tax expense |  | 134.4 |  |  |  | 118.1 |  |  |  | 14 | %
EBITDA |  | 1,201.4 |  |  |  | 1,117.9 |  |  |  | 7 | %
Share-based payments expense |  | 57.4 |  |  |  | 52.2 |  |  |  | 10 | %
Acquisition-related and integration costs |  | 19.3 |  |  |  | 102.7 |  |  |  | (81) | %
Loss (gain) on disposition of property, plant and equipment and related costs |  | 0.4 |  |  |  | (2.5) |  |  |  | NM
Remeasurements in connection with business combinations |  | 1.2 |  |  |  | — |  |  |  | NM
Prepaid consigned vehicles charges |  | (3.0) |  |  |  | (56.6) |  |  |  | (95) | %
Other legal, advisory, restructuring and non-income tax expenses |  | 15.1 |  |  |  | 4.1 |  |  |  | 268 | %
Executive transition costs |  | 7.7 |  |  |  | 13.7 |  |  |  | (44) | %
Adjusted EBITDA |  | $ | 1,299.5 |  |  |  | $ | 1,231.5 |  |  |  | 6 | %
Debt/net income |  | 6.4 | x |  | 8.6 | x |  | (26) | %
Adjusted net debt/adjusted EBITDA |  | 1.6 | x |  | 2.0 | x |  | (20) | %

NM = Not meaningful
Adjusted Return and Adjusted ROIC Reconciliation
We believe that comparing adjusted ROIC on a trailing twelve-month basis for different financial periods provides useful information about the after-tax return generated by our investments. Adjusted ROIC is a measure used by management to determine how productively the Company uses its long-term capital to gauge investment decisions.
ROIC is calculated as reported return divided by average invested capital. Reported return is defined as net income attributable to controlling interests excluding the impact of net interest expense and tax effected at the Company’s adjusted annualized effective tax rate. Adjusted ROIC is calculated as adjusted return divided by adjusted average invested capital. Adjusted return is defined as reported return and adjusted for items that we do not consider to be part of our normal operating results and tax effected at the

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applicable tax rate. Adjusted average invested capital is calculated as average invested capital but excludes any long-term debt in escrow.
The following table reconciles adjusted return and adjusted ROIC to net income attributable to controlling interests and adjusted average invested capital to average invested capital, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements:

|  | At and for the twelve months ended March 31,
|  |  |  |  |  | % Change
(in U.S. dollars in millions, except percentages) |  | 2025 |  | 2024 |  | 2025 over 2024
Net income attributable to controlling interests |  | $ | 419.1 |  |  | $ | 342.0 |  |  | 23 | %
Add: |  |  |  |  |  |
Interest expense |  | 219.7 |  |  | 256.8 |  |  | (14) | %
Interest income |  | (22.6) |  |  | (22.3) |  |  | 1 | %
Interest, net |  | 197.1 |  |  | 234.5 |  |  | (16) | %
Tax on interest, net |  | (48.4) |  |  | (56.9) |  |  | (15) | %
Reported return |  | $ | 567.8 |  |  | $ | 519.6 |  |  | 9 | %
Add: |  |  |  |  |  |
Share-based payments expense |  | 57.4 |  |  | 52.2 |  |  | 10 | %
Acquisition-related and integration costs |  | 19.3 |  |  | 102.7 |  |  | (81) | %
Amortization of acquired intangible assets |  | 273.6 |  |  | 279.2 |  |  | (2) | %
Loss (gain) on disposition of property, plant and equipment and related costs |  | 0.4 |  |  | (2.5) |  |  | NM
Remeasurements in connection with business combinations |  | 1.2 |  |  | 0.1 |  |  | 1100 | %
Prepaid consigned vehicles charges |  | (3.0) |  |  | (56.6) |  |  | (95) | %
Other legal, advisory, restructuring and non-income tax expenses |  | 15.1 |  |  | 4.1 |  |  | 268 | %
Executive transition costs |  | 7.7 |  |  | 13.7 |  |  | (44) | %
Related tax effects of the above |  | (94.0) |  |  | (87.0) |  |  | 8 | %
Adjusted return |  | $ | 845.5 |  |  | $ | 825.5 |  |  | 2 | %
Short-term debt - opening balance |  | $ | 24.8 |  |  | $ | 23.6 |  |  | 5 | %
Short-term debt - ending balance |  | 62.8 |  |  | 24.8 |  |  | 153 | %
Average short-term debt |  | 43.8 |  |  | 24.2 |  |  | 81 | %
Long-term debt - opening balance |  | 2,926.2 |  |  | 3,220.4 |  |  | (9) | %
Long-term debt - ending balance |  | 2,622.6 |  |  | 2,926.2 |  |  | (10) | %
Average long-term debt |  | 2,774.4 |  |  | 3,073.3 |  |  | (10) | %
Preferred equity - opening balance |  | 482.0 |  |  | 482.0 |  |  | — | %
Preferred equity - ending balance |  | 482.0 |  |  | 482.0 |  |  | — | %
Average preferred equity |  | 482.0 |  |  | 482.0 |  |  | — | %
Stockholders' equity - opening balance |  | 5,066.3 |  |  | 4,861.5 |  |  | 4 | %
Stockholders' equity - ending balance |  | 5,283.5 |  |  | 5,066.3 |  |  | 4 | %
Average stockholders' equity |  | 5,174.9 |  |  | 4,963.9 |  |  | 4 | %
Average invested capital |  | $ | 8,475.1 |  |  | $ | 8,543.4 |  |  | (1) | %
ROIC |  | 6.7 | % |  | 6.1 | % |  | 60bps
Adjusted ROIC |  | 10.0 | % |  | 9.7 | % |  | 30bps

NM = Not meaningful

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Adjusting Items
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 integration activities in connection with the acquisition of IAA and acquisition-related costs associated with the potential acquisition of J.M Wood.
•$68.3 million amortization of acquired intangible assets from past 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.
•$3.9 million of other legal, advisory, restructuring and non-income tax expenses, which primarily includes severance associated with the wind-down of our Xcira business, 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 CRA dispute.
•$2.7 million of executive transition costs, primarily legal costs, associated with the departure of our ex-CEO in August 2023.
The adjusting items recognized in our prior quarters are discussed in "Part I, 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.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our market risk during the three months ended March 31, 2025 from those disclosed in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2024, which is available on our website at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com.
ITEM 4: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management of the Company, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer ("CFO"), have evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2025. The term “disclosure controls and procedures” means controls and other procedures established by the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Based upon their evaluation of the Company’s disclosure controls and procedures, the CEO and the CFO concluded that, as of March 31, 2025, the disclosure controls are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
The Company, including its CEO and CFO, does not expect that its internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
We have no material legal proceedings pending, other than ordinary routine litigation incidental to the business, and we do not know of any material proceedings contemplated by governmental authorities.
ITEM 1A: RISK FACTORS
Our business is subject to a number of risks and uncertainties, and our past performance is no guarantee of our performance in future periods. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks and uncertainties discussed in “Part I, Item 1A: Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, which are available on our website at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedarplus.com. As of the date of this filing, there have been no material changes to such risk factors. Our business could also be affected by additional risks not currently known to us or that we currently deem to be immaterial. If any of the risks occur, our business, financial and results of operations could materially suffer. As a result, the trading price of our common shares could decline, and you may lose all or part of your investment.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5: OTHER INFORMATION
During the three months ended March 31, 2025, 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:
•Adam DeWitt, a director of the Company, adopted a new Rule 10b5-1 trading arrangement on March 12, 2025, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale shares needed to cover taxes with respect to the vesting of an RSU grant and scheduled to terminate on or before June 13, 2025. Under the trading arrangement, up to an aggregate of approximately 797 shares of common stock are available to be sold by the broker on particular dates;
•Darren Watt, our Chief Legal Officer, adopted a new Rule 10b5-1 trading arrangement on March 12, 2025, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and scheduled to terminate on or before June 13, 2025. Under the trading arrangement, up to an aggregate of approximately 14,800 shares of common stock are available to be sold by the broker on particular dates; and
•James Kessler, our Chief Executive Officer, adopted a new Rule 10b5-1 trading arrangement on March 17, 2025, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and scheduled to terminate on or before March 18, 2026. Under the trading arrangement, up to an aggregate of approximately 45,658 shares of common stock are available to be sold by the broker on particular dates.

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ITEM 6: EXHIBITS
Exhibits
The exhibits listed in below are filed as part of this Quarterly Report on Form 10-Q and incorporated herein by reference.

Exhibit Number |  | Document
4.1 |  | Second Amended and Restated Shareholder Rights Plan Agreement dated as of February 24, 2025 between RB Global, Inc. and Computershare Investor Services, Inc., as Rights Agent (incorporated by reference to Exhibit 41 to the Company’s Annual Report on Form 10-K filed on February 26, 2025)
10.1* |  | Equity Purchase Agreement by and among Ritchie Bros. Auctioneers (America) Inc., J.M. Wood Auction Co., Inc., the Equityholders of J.M. Wood Auction Co., Inc., and Bryant S. Wood, as Seller Representative, dated March 10, 2025
31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 March 31, 2025, 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 March 31, 2025, formatted in Inline XBRL and contained in Exhibit 101

* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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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, thereunto duly authorized.

| RB GLOBAL, INC.
Dated: May 7, 2025 | By: | /s/ Jim Kessler
|  | Jim Kessler Chief Executive Officer
Dated: May 7, 2025 | By: | /s/ Eric J. Guerin
|  | Eric J. Guerin Chief Financial Officer

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