RB GLOBAL INC.

Note 3. Acquisitions

J.M. Wood

On July 14, 2025, the Company completed its acquisition of 100% of the equity interests in J.M. Wood Auction Co., Inc. ("J.M. Wood"), a privately held auction business located in Montgomery, Alabama, United States. The acquisition is expected to expand the Company's geographic coverage and combines J.M. Wood's regional expertise and customer relationships with the Company's global network and technology.

The Company accounted for the acquisition as a business combination pursuant to ASC 805, Business Combinations. The following table presents the preliminary allocation of the purchase consideration to the major categories of assets acquired and liabilities assumed as of the acquisition date:

Approximately $163.6 million of the purchase price, net of cash acquired, was paid on closing with the remainder to be paid in fixed installments on the first, second, and third anniversaries of the closing date. The deferred consideration liability has been recorded at its acquisition-date fair value of $69.0 million, determined by discounting the contractual payments using the Company’s credit-adjusted discount rate, with $22.1 million presented within trade and other liabilities and $46.9 million presented within other non-current liabilities.

The following table presents the preliminary fair values of the identifiable intangible assets acquired:

The purchase price allocation is preliminary. The most significant items pending completion include the final determination of the assets acquired and liabilities assumed, including settlement of the net working capital adjustment, and management’s review of certain working-capital, intangible asset valuations, and tax matters. Adjustments to the preliminary allocation, including changes to intangible asset values and related amortization, may be recorded during the measurement period (up to one year from the acquisition date) as additional information becomes available.

Note 3. Acquisitions (continued)

The goodwill recognized reflects the expected synergies of the combined company, the assembled workforce of J.M. Wood, and other intangible assets that do not qualify for separate recognition. Goodwill has been assigned to the Ritchie Bros. reporting unit, and substantially all of it is expected to be deductible for income tax purposes.

Revenue and net income of J.M. Wood included in the condensed consolidated financial statements from the acquisition date are not material. Revenue of J.M. Wood for the year ended December 31, 2024 was approximately $92.6 million.