RB GLOBAL INC

The information discussed in this Annual Report on Form 10-K of RB Global, Inc., formerly known as Ritchie Bros. Auctioneers Incorporated (collectively referred to as “RB Global”, the “Company”, “we”, or “us”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and Canadian securities laws. Forward-looking statements are typically identified by such words as “aim”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “intend”, “may”, “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. These statements are based on our current expectations and estimates about our business and markets, and may include, among others, statements relating to:

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

•our ability to drive shareholder value;

•potential growth and market opportunities;

•our internet initiatives and the level of participation in our auctions by internet bidders, and the success of our online marketplaces;

•our ability to grow our businesses, acquire new customers, enhance our sector reach, drive geographic depth, and scale our operations;

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

•the acquisition or disposition of properties;

•potential future mergers and acquisitions;

•our ability to integrate acquisitions (including IAA, Inc. (“IAA”));

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

•our future capital expenditures and returns on those expenditures;

•our ability to add new business and information solutions, including, among others, our ability to maximize and integrate technology to enhance our existing services and support additional value-added service offerings;

•the supply trend of equipment and vehicles in the market and the anticipated price environment, as well as the resulting effect on our business and Gross Transaction Value (“GTV”);

•our compliance with all laws, rules, regulations, and requirements that affect our business;

•effects of various economic, financial, industry, and market conditions or policies, including inflation, the supply and demand for property, equipment, or natural resources;

•the behavior of commercial assets and vehicle pricing;

•the relative percentage of GTV represented by straight commission or underwritten (guarantee and inventory) contracts, and its impact on revenues and profitability;

•our future capital expenditures and returns on those expenditures;

•the effect of any currency exchange and interest rate fluctuations on our results of operations;

•the grant and satisfaction of equity awards pursuant to our compensation plans;

•any future declaration and payment of dividends, including the tax treatment of any such dividends;

•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; and

•our ability to satisfy our present operating requirements and fund future growth through existing working capital, credit facilities and debt.

While we have not described all potential risks related to our business and owning our common shares, the factors discussed in “Part I, Item 1A: Risk Factors” of this Annual Report on Form 10-K for the year ended December 31, 2023 are among those that may affect our performance materially or could cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements. 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. You should consider our forward-looking statements in light of the factors listed or referenced under “Risk Factors” herein.

SUMMARY OF RISK FACTORS

The following is a summary of the principal risks described below in “Part I, Item 1A: Risk Factors” in this Annual Report on Form 10-K. We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the “Risk Factors” section and the other information contained in this Annual Report on Form 10-K:

Risks Related to Our Recently Completed Acquisition of IAA

•Combining the businesses of Ritchie Bros. and IAA may be more difficult, costly or time-consuming than expected, and we may fail to realize the anticipated benefits of the acquisition, which may adversely affect our business results and negatively affect the value of our common shares.

•We may be unable to realize the anticipated cost synergies and other opportunities expected from the acquisition of IAA, which could adversely affect our business, financial condition and results of operations.

•Certain contractual counterparties may seek to modify contractual relationships with us, which could have an adverse effect on the Company’s business and operations.

•We may be exposed to increased litigation, which could have an adverse effect on our business and operations.

•We have incurred a substantial amount of debt to complete the acquisition of IAA, which could have a material adverse effect on our business, cash flows and financial condition.

•Significant costs have been incurred and are expected to be incurred in connection with the consummation and integration of the acquisition of IAA.

Risks Related to Our Business

•Our business and operating results would be adversely affected due to the loss of one or more significant suppliers, a reduction in significant volume from suppliers, an adverse change in our supplier relationships, or a disruption to our supply of damaged, total loss and low-value vehicles.

•Our business and operating results would be adversely affected if we are unable to meet or exceed our buyer customers’ demand and expectations or due to a disruption in demand of damaged, total loss and low-value vehicles.

•IAA’s market position and competitive advantage could be threatened by our competitors and/or disruptive new entrants.

•If our facilities lack the capacity to accept additional vehicles, then our relationships with insurance companies or other vehicle suppliers could be adversely affected.

•We may be unable to keep existing facilities or open new facilities in desirable locations and on favorable terms, which could materially and adversely affect our results of operations.

•Macroeconomic factors, including high fuel prices, high labor costs, rising inflation and changes in prices of assets transacted on our marketplaces, may have an adverse effect on our revenues and operating results.

•Reliance on our subhaulers and trucking fleet operations could materially and adversely affect our business and reputation.

•Weather-related and other events beyond our control may adversely impact operations.

•An increase in the number of damaged and total loss vehicles we purchase could adversely affect our profitability.

•A significant change in salvage values could impact the proceeds and revenue from the sale of damaged and total loss vehicles.

•IAA assumes the settlement risk for vehicles sold through its marketplaces.

•Changes in laws affecting the import and export of damaged and total loss vehicles may have an adverse effect on our business and financial condition.

•We are subject to potential liabilities with respect to IAA’s prior separation from KAR Auction Services, Inc.

•We may not realize the anticipated benefits of, and synergies from, acquisitions and may become responsible for certain liabilities and integration costs as a result.

•Damage to our reputation could harm our business.

•We may incur losses as a result of our guarantee and inventory contracts and advances to consignors.

•The availability and performance of our technology infrastructure, including our websites, is critical to our business and continued growth.

•Consumer behavior is rapidly changing, and if we are unable to successfully adapt to consumer preferences and develop and maintain a relevant and reliable inventory management and multichannel disposition experience for our customers, our financial performance and brand image could be adversely affected.

•We rely on data provided by third parties, the loss of which could limit the functionality of certain of our platforms and disrupt our business.

•Government regulation of the Internet and e-commerce is evolving, and unfavorable changes in this or other regulations could substantially harm our business and results of operations.

•If our ability, or the ability of our third party service partners, cloud computing platform providers or third party data center hosting facilities, to safeguard the reliability, integrity and confidentiality of our and their information technology systems is compromised, if unauthorized access is obtained to our systems or customers’, suppliers', counterparties' and employees' confidential information, or if authorized access is blocked or disabled, we may incur significant reputational harm, legal exposure, or a negative financial impact.

•Our future expenses may increase significantly and our operations and ability to expand may be limited as a result of licenses, laws and regulations governing auction sites, environmental protection, international trade and other matters.

•Losing the services of one or more key personnel or the failure to attract, train and retain personnel could materially affect our business.

•Failure to maintain safe sites could materially affect our business and reputation.

•Income and commodity tax amounts, including tax expense, may be materially different than expected and there is a trend by global tax collection authorities towards the adoption of more aggressive laws, regulations, interpretations and audit practices.

•Our substantial international operations expose us to foreign exchange rate fluctuations that could harm our results of operations.

•Our business operations may be subject to a number of federal and local laws, rules and regulations including export control regulations.

•Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the Corruption of Foreign Public Officials Act, or the CFPOA, and similar laws associated with our activities outside of the U.S. could subject us to penalties and other adverse consequences.

•We are pursuing a long-term growth strategy that may include acquisitions and developing and enhancing an appropriate sales strategy, which requires upfront investment with no guarantee of long-term returns.

•We are regularly subject to general litigation and other claims, which could have an adverse effect on our business and results of operations.

•Privacy concerns and our compliance with current and evolving domestic or foreign laws and regulations regarding the processing of personal information and other data may increase our costs, impact our marketing efforts or decrease adoption and use of our products and services, and our failure to comply with those laws and regulations may expose us to liability and reputational harm.

•Our business continuity plan may not operate effectively in the event of a significant interruption of our business.

•Our insurance may be insufficient to cover losses that may occur as a result of our operations.

•Certain global conditions may affect our ability to conduct successful events.

Financial Risks

•Ineffective internal control over financial reporting could result in errors in our financial statements, reduce investor confidence, and adversely impact our stock price.

•We have substantial indebtedness, and the degree to which we are leveraged may materially and adversely affect our business, financial condition and results of operations.

•Our debt instruments have restrictive covenants that could limit our financial flexibility.

Risks Related to Our Intellectual Property

•We may be unable to adequately protect or enforce our intellectual property rights, which could harm our reputation and adversely affect our growth prospects.

Risks Related to Our Industry

•Competition could result in reductions in our future revenues and profitability.

•Decreases in the supply of, demand for, or market values of used equipment, could harm our business.

Risks Related to Our Organization and Governance

•Our articles, by-laws, shareholder rights plan and Canadian law contain provisions that may have the effect of delaying or preventing a change in control.

•U.S. civil liabilities may not be enforceable against us, our directors, or our officers.

•We are governed by the corporate laws of Canada, which in some cases have a different effect on shareholders than the corporate laws of Delaware.