RB GLOBAL INC.

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.