RB GLOBAL INC.
For the period ended Mar 31, 2026. Filed May 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 4, 2026
RBA$93.52-1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001046102-25-000009
ITEM 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-04.
0001628280-26-029808
ITEM 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 171 previous paragraphs and 117 current paragraphs.
41 unchanged; 30 reworded; 45 added; 96 removed; 4 previous and 1 current paragraphs rearranged.
Tables are not compared: 27 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (45)
Current report
In the accompanying analysis of financial information, we sometimes refer to non-GAAP measures. Refer to the Non-GAAP Measures section of this discussion and analysis for the definitions of, and reasons we use, these non-GAAP measures and the reconciliations to their most directly comparable GAAP measures.
Current report
The sectors discussed below are organized by asset class and include Automotive, Commercial, Construction and Transportation (“CC&T”), and Other. Automotive includes automobiles, including passenger vehicles and buses. CC&T includes equipment needed for earth moving, lift and material handling, as well as vocational and commercial trucks and trailers. Other primarily includes assets and equipment related to the agricultural, forestry and energy industries, government surplus assets, smaller consumer recreational transportation items and parts sold in our vehicle dismantling business 1. Each respective sector includes salvage and non-salvage transactions.
Current report
Financial Highlights
Current report
•Total GTV increased 13% to $4.3 billion
Current report
◦Service revenue increased 5% to $897.7 million
Current report
◦Inventory sales revenue increased 32% to $336.9 million
Current report
•Net income increased 20% to $135.6 million
Current report
•Diluted adjusted EPS available to common stockholders increased 13% to $1.01 per share
Current report
1 Until June 21, 2025, the date of its deconsolidation in connection with the LKQ SYNETIQ transaction described in the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Current report
CC&T
Current report
Industry volumes are influenced by a broad range of factors, including macroeconomic conditions, demographic trends, government initiatives, and infrastructure investment. Structural shifts in the market—such as the expansion of data centers, increased manufacturing activity, and re‑shoring efforts—also play a significant role in shaping demand. During the first quarter of 2026, we continued to observe early indications of improving seller confidence, supported by stabilizing values for used equipment, a more favorable interest rate environment, and continued strength in large-scale construction projects, including civil infrastructure and mega projects. We also believe that a portion of the quarter's volume growth reflects the release of pent-up supply, as sellers deferred decisions throughout 2025.
Current report
Automotive
Current report
Industry unit volume growth is influenced by both the total number of accidents and the proportion of those accidents classified as total losses. Accident frequency is primarily driven by the number of vehicles in operation and aggregate miles traveled. A substantial percentage of these accidents are insured, and insurer involvement plays an important role in determining whether a vehicle is deemed a total loss. At the same time, underinsured accidents can create headwinds for volumes, as insufficient coverage may delay or reduce total‑loss designations and thereby limit the flow of vehicles into salvage channels.
Current report
Total‑loss determinations are shaped by several factors, including used vehicle pricing, vehicle age, design complexity, technology content, and repair costs. In the first quarter of 2026, the inflation differential between automotive repair costs and used vehicle prices expanded and remains positive. This dynamic supports a higher percentage of total‑loss determinations relative to overall accidents, creating a favorable environment for salvage activity despite the moderating effect of underinsured incidents.
Current report
•During the first quarter of 2026, the Company obtained Toronto Stock Exchange approval to commence a normal course issuer bid (“NCIB”) to purchase up to the lesser of (a) 10.0 million Company common shares, and (b) that number of Company common shares worth an aggregate of $500.0 million. The Company intends to make repurchases on an opportunistic basis with decisions regarding the amount and the timing of repurchases based on market conditions at the time, the Company’s share price, and other strategic investment opportunities available to the Company as well as other factors.
Current report
•On March 4, 2026, the Company entered into a definitive agreement to acquire 100% of the equity interest in Big Iron Auction Company (“BigIron”), a U.S.-based online marketplace for agricultural equipment, land, and livestock, for approximately $350.0 million, subject to customary purchase price adjustments. The acquisition is expected to accelerate the Company’s strategic expansion into the U.S. agriculture sector. On April 21, 2026, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The acquisition is subject to other customary closing conditions and is expected to close in the second quarter of 2026.
Current report
•On April 13, 2026, the Company acquired the business assets of Blackmon Auctions (“Blackmon”), a U.S.-based auction provider serving the construction, transportation, agriculture, and real estate sectors. The acquisition is expected to strengthen the Company’s presence and expand its footprint in the south central U.S. Blackmon conducts both live and online auctions and processed more than $60 million of GTV in 2025.
Current report
GTV increased 13% in the first quarter of 2026, driven by organic growth across all regions and sectors and the inclusion of J.M. Wood Auction Co., Inc. ("J.M. Wood") and Smith Broughton Pty Ltd ("Smith Broughton") following their acquisitions by the Company on July 14, 2025 and November 28, 2025, respectively.
Current report
Automotive sector GTV increased 7% in the first quarter of 2026, primarily due to an increase in average price per lot sold from favorable pricing across all regions and international market share gains, partially offset by lower unit volumes due to timing and the non-repeat of prior year catastrophic events in the United States.
Current report
CC&T sector GTV increased 27% in the first quarter of 2026, primarily due to higher average price per lot sold, higher unit volumes and a favorable foreign exchange impact. Higher average price per lot sold is attributable to improved asset mix and strong pricing in the United States. Higher unit volumes are attributable to additional auction events in Canada and the United States, organic growth in all regions and the inclusion of J.M. Wood and Smith Broughton in 2026.
Current report
Transactional buyer revenue increased 4% in the first quarter of 2026 driven by higher volumes, partially offset by lower average buyer fee rate due to asset mix and acquired businesses contributing at a lower rate.
Current report
Inventory sales revenue increased 32% in the first quarter of 2026, primarily due to higher CC&T inventory sales driven by higher unit volumes, partially due to the inclusion of J.M. Wood, and higher average price per lot sold. These increases were partially offset by lower Automotive inventory sales.
Current report
Costs of services increased 1% in the first quarter of 2026, primarily due to higher employee compensation costs and increased property costs, driven by increased operating lease expense related to growth in operations. These increases were partially offset by the recovery of accrued Canadian Digital Services Tax ("DST") relating to the period of July 1, 2024 to March 26, 2026, following its repeal on March 26, 2026. Note that DST incurred post-July 1, 2024 was recorded within cost of services, while the retrospectively enacted portion, relating to the period of January 1, 2022 to June 30, 2024, was recorded within selling, general and administrative.
Current report
Cost of Inventory Sold and Inventory Rate
Current report
Inventory rate increased 80bps to 9.0% in the first quarter of 2026, primarily due to favorable pricing in the CC&T sector in the United States and Canada.
Current report
Selling, general and administrative expenses increased 4% in the first quarter of 2026, primarily due to increases in employee compensation costs, travel, advertising and promotion costs, and the inclusion of J.M. Wood and Smith Broughton. Employee compensation costs increased primarily due to higher short-term incentive compensation. Travel, advertising and promotion costs increased primarily due to industry event costs. These increases were partially offset by the recovery of accrued DST, as discussed above.
Current report
Acquisition-related and integration costs increased 100% in the first quarter of 2026, primarily due to costs associated with the acquisition of J.M. Wood.
Current report
The effective tax rate increased 100 bps to 21.7% in the first quarter of 2026, primarily due to increased non-deductible expenses.
Current report
Our most significant short-term cash requirements include, among others, (i) dividend payments, (ii) settlements with consignors, (iii) employee compensation, with the majority of short-term incentive compensation paid annually in the first quarter, (iv) income tax installments, (v) scheduled debt repayments and interest payments, (vi) committed information technology and other capital expenditures, (vii) lease and equipment financing obligation payments, and (viii) other working capital requirements.
Current report
Our Credit Agreement includes multi-currency revolving credit facilities (the “Revolving Facilities”). Unused capacity under our Revolving Facilities is as follows:
Current report
The increase in net cash provided by financing activities was primarily due to an increase in short-term revolving facility borrowings, reflecting short-term liquidity requirements in certain countries, partially offset by the acquisition of the VeriTread non-controlling interests.
Current report
Critical Accounting Policies and Estimates
Current report
NM - Not meaningful
Current report
NM - Not meaningful
Current report
NM - Not meaningful
Current report
Adjusted Return and Adjusted Return on Invested Capital ("ROIC")
Current report
NM - Not meaningful
Current report
First quarter of 2026
Current report
•$15.3 million stock-based compensation expense.
Current report
•$6.2 million of acquisition-related and integration costs, primarily related to the J.M. Wood acquisition.
Showing the first 40 of 45 passages. Open the source sections for the rest.
Removed paragraphs (96)
Previous report
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:
Previous report
•our future strategy, objectives, targets, projections and performance;
Previous report
•potential growth and market opportunities;
Previous report
•potential future mergers and acquisitions;
Previous report
•our ability to integrate acquisitions, including the recently acquired J.M. Wood Auction Co., Inc. ("J.M. Wood");
Previous report
•the impact of our new initiatives, services, investments, and acquisitions on us and our customers;
Previous report
•our future capital expenditures and returns on those expenditures;
Previous report
•the effect of any current, proposed or future tariffs on our results of operations; and
Previous report
•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.
Previous report
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 athttps://investor.rbglobal.com, on EDGAR atwww.sec.gov, or on SEDAR+ atwww.sedarplus.ca, are among those that we consider may affect our performance materially or could cause our actual financial and operational results to differ significantly from our expectations. Except as required by applicable securities law and regulations of relevant securities exchanges, we do not intend to update publicly any forward-looking statements, even if our expectations have been affected by new information, future events or other developments.
Previous report
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.
Previous report
Revenue Mix Fluctuations
Previous report
Our revenue is comprised of service revenue and inventory sales revenue. Service revenue includes transactional buyer and seller revenue and marketplace services revenue.
Previous report
Transactional seller revenue includes pre-negotiated and fixed commissions, 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.
Previous report
Transactional buyer revenue includes buyer transaction fees based on a tiered structure earned from buyers 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 fees, salvage buyer platform registration and other administrative processing charges.
Previous report
Marketplace services revenue includes fees earned from various optional value-added 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.
Previous report
Our revenue can fluctuate significantly each period, depending on the mix of service GTV and inventory GTV. Completed straight commission, fixed commission, and guarantee commission contracts are recognized as service revenue based on a percentage of GTV or on a fixed value, while inventory sales result in the full GTV of the assets sold being recorded as inventory sales revenue. As a result, a change in the mix of service and inventory sales transactions can have a significant impact on our revenue growth percentages.
Previous report
On October 28, 2025, an Australian subsidiary of the Company entered into a definitive agreement to purchase all of the outstanding shares of Smith Broughton Pty Ltd, an Australia based auction company for A$57.5 million ($38.0 million), subject to adjustments for working capital, inventory, and other items. The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2025.
Previous report
In the CC&T sector, our customers are continuing to delay decisions over disposition of assets as they evaluate the current business conditions in the face of an uncertain macro environment and shifting trade policies. 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 and machinery.
Previous report
In the 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 aggregate number of miles driven. Used automotive prices, 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, driving a favorable environment for salvage.
Previous report
Performance Overview and Consolidated Results
Previous report
•Total GTV increased 7% to $3.9 billion
Previous report
◦Service revenue increased 8% to $845.0 million
Previous report
◦Inventory sales revenue increased 23% to $247.7 million
Previous report
•Net income increased 25% to $95.2 million
Previous report
•Diluted adjusted EPS available to common stockholders increased 31% to $0.93 per share
Previous report
The following table presents the key components of our results of operations for the periods indicated.
Previous report
GTV increased 7% in the third quarter of 2025, driven by growth in all regions and sectors.
Previous report
Automotive sector GTV increased 6% in the third quarter of 2025 primarily due to market share gains and higher volume from existing partners, partially offset by a decrease in average price per lot sold due to a shift in customer mix, with a greater proportion of remarketed vehicles relative to insurance vehicles.
Previous report
CC&T sector GTV increased 9% in the third quarter of 2025 partially due to by the inclusion of J.M. Wood following its acquisition by the Company on July 14, 2025. Excluding the impact of this acquisition, CC&T sector GTV increased due to a higher average price per lot sold, attributable to improved mix. CC&T sector GTV also increased due to higher volumes in Canada and International, partially offset by lower volume in the United States, primarily due to the non-repeat of certain significant customer contracts.
Previous report
GTV increased 1% in the first nine months of 2025, primarily due to higher GTV in the automotive sector for the same reasons discussed above, partially offset by lower GTV in the CC&T sector due to lower volumes in the United States and Canada. The decline in CC&T sector GTV was primarily due to lower unit volume and the non-repeat of certain significant customer contracts.
Previous report
1 Total GTV and total lots sold in the other sector exclude the results from LKQ SYNETIQ from June 21, 2025, the date of its deconsolidation from the Company.
Previous report
Transactional buyer revenue increased 12% in the third quarter of 2025, while total GTV increased 7%, primarily due to changes to our buyer fee rate structures implemented in late-2024 and early-2025.
Previous report
Marketplace services revenue decreased 1% in the third quarter of 2025, primarily due to the non-repeat of transportation fees related to a significant customer contract in the United States, partially offset by increased value-added services revenue.
Previous report
Transactional seller revenue decreased 3% in the first nine months of 2025, primarily due to a slightly lower average seller commission rate and slightly lower GTV.
Previous report
Transactional buyer revenue increased 9% in the first nine months of 2025, despite an increase in total GTV of 1%, primarily due to changes to our buyer fee rate structures implemented in late-2024 and early-2025.
Previous report
Marketplace services revenue decreased 7% in the first nine months of 2025, primarily due to the non-repeat of transportation fees related to a significant customer contract in the United States.
Previous report
Inventory sales revenue increased 23% in the third quarter of 2025, primarily due to the inclusion of J.M. Wood and a large customer in the CC&T sector in the United States. These increases were partially offset by a decline in automotive sector inventory sales revenue as result of the deconsolidation of LKQ SYNETIQ in the second quarter of 2025.
Previous report
Inventory sales revenue increased 23% in the first nine months of 2025, primarily due to a shift in contract mix within our CC&T sector, in addition to the reasons discussed above.
Previous report
Costs of services increased 4% in the third quarter of 2025, primarily due to automotive sector volume growth resulting in higher tow and employee compensation expenses and higher property costs as a result of an increase in properties under lease. These increases were partially offset by decreasing CC&T sector costs, mainly as a result of lower transportation and third-party profit-sharing costs associated with a significant customer contract in the prior year.
Showing the first 40 of 96 passages. Open the source sections for the rest.
Reworded paragraphs (30)
Previous wording
Cautionary Note Regarding Forward-Looking Statements
Current wording
This discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements”, the condensed consolidated financial statements and notes thereto included in Part I, Item 1. Financial Statements of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, available on our website athttps://investor.rbglobal.com, on EDGAR atwww.sec.gov, or on SEDAR+ atwww.sedarplus.ca.
Previous wording
For a complete overview of our business and a list of our branded solutions, please refer to Part I, Item 1: Business of our Annual Report on Form 10-K for the year ended December 31, 2024, which is available on our website athttps://investor.rbglobal.com, on EDGAR atwww.sec.gov, or on SEDAR+ atwww.sedarplus.ca.
Current wording
For a complete overview of our business, refer to Part I, Item 1: Business of our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Gross Transaction Value ("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.
Current wording
Gross Transaction Value ("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 condensed consolidated financial statements.
Previous wording
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.”
Current wording
Total lots sold: A single asset to be sold or a group of assets bundled for sale as one unit.
Previous wording
For the third quarter of 2025, as compared to the third quarter of 2024:
Current wording
For the first quarter of 2026, as compared to the first quarter of 2025:
Previous wording
•Total revenue increased 11% to $1.1 billion
Current wording
•Total revenue increased 11% to $1.2 billion
Previous wording
•Net income available to common stockholders increased 21% to $80.7 million
Current wording
•Net income available to common stockholders increased 21% to $124.6 million
Previous wording
•Diluted earnings per share (“EPS”) available to common stockholders increased 19% to $0.43 per share
Current wording
•Diluted earnings per share (“EPS”) available to common stockholders increased 20% to $0.66 per share
Previous wording
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 16% to $327.7 million
Current wording
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 11% to $362.7 million
Previous wording
Various macroeconomic conditions and trends, such as continued inflationary pressures, the potential impact of current, proposed or future tariffs, and interest rate volatility, impact our business, GTV and operating costs. Our GTV is also impacted by the combination of unit volume growth and fluctuations in average selling prices from changes in market conditions.
Current wording
Various macroeconomic conditions and trends, including inflationary pressures, actual or potential tariffs, and volatility in interest rates, affect our business, GTV, and operating costs. Our GTV is further influenced by unit volume growth and changes in average selling prices, which in part are driven by prevailing market conditions.
Previous wording
The following table presents total lots sold by sector for the periods indicated:
Current wording
The following table presents total lots sold by sector for the periods indicated (thousands of lots sold):
Previous wording
Transactional seller revenue increased 4% in the third quarter of 2025, primarily due to service GTV growth in the automotive and CC&T sectors, as discussed above, partially offset by a slightly lower average seller commission rate.
Current wording
Transactional seller revenue increased 11% in the first quarter of 2026, primarily due to service GTV growth in the CC&T and Automotive sectors, as discussed above, and a higher average seller commission rate in the CC&T sector due to a favorable contract mix.
Previous wording
Operating income increased 3% in the third quarter of 2025, primarily due to higher flow-through of service and inventory revenue, as discussed above. These increases were partially offset by the increase in selling, general, and administrative expenses, as discussed above, and higher depreciation and amortization expense related to increase in internally developed software and technology assets and acquired intangible assets.
Current wording
Operating income increased 15% in the first quarter of 2026, primarily due to higher flow-through of service revenue and high inventory return, as discussed above. These increases were partially offset by the increase in depreciation and amortization expense as a result of intangible asset additions, along with the increase in selling, general, and administrative expenses, as discussed above.
Previous wording
Net income available to common stockholders increased 21% in the third quarter of 2025, primarily due to the decrease in income tax expense, as discussed above, and lower interest expense due to principal repayments and lower interest rates, due in-part to the Credit Agreement amendment completed in the second quarter of 2025. These increases were partially offset by the adjustment of redeemable non-controlling interests described in Item 1 – Financial Statements: Note. 16 Temporary Equity, Equity and Dividends.
Current wording
Net income available to common stockholders increased 21% in the first quarter of 2026, primarily due to higher operating income, as discussed above, and lower interest expense due to lower outstanding principal and lower variable interest rates. These increases are partially offset by an increase in income tax expense, as discussed above.
Previous wording
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:
Current wording
We conduct global operations in various currencies. The following table presents the variance in select foreign exchange rates over the comparative reporting periods:
Previous wording
Foreign exchange did not have a material impact on total revenue and expenses in the third quarter of 2025, when compared to the prior year quarter.
Current wording
Foreign exchange did not have a material impact on our results of operations in the first quarter of 2026, when compared to the prior year quarter.
Previous wording
Our liquidity is primarily affected by fluctuations in cash provided by operating activities, significant acquisitions of businesses, payment of dividends, 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 and cash equivalents, cash flow from operations, and unused capacity under our revolving credit facilities of $1.0 billion, is sufficient to fund our current and planned operating activities. In the current interest rate environment, we will continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.
Current wording
We believe our principal sources of liquidity, which include cash and cash equivalents, cash flow from operations, and unused capacity under our revolving credit facilities of $1.0 billion (discussed in further detail below), are sufficient to fund our current and planned operating activities. In the current interest rate environment, we will continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.
Previous wording
Our long-term cash requirements include, among others, (i) scheduled principal and interest payments on long-term debt, (ii) scheduled repayments of operating lease, finance lease, and equipment financing obligations, and (iii) deferred consideration related to the J.M. Wood acquisition. In the event the Company is not successful in its appeal with the Canada Revenue Agency, as described in Item 1 – Financial Statements: Note. 7 Income Taxes, the Company may be required to pay the remaining assessed amounts with interest. For more information on our debt and leases, see Item 1 – Financial Statements: Note. 15 Debt and Item 1 – Financial Statements: Note. 18 Leases, respectively, in our consolidated financial statements, as well as in our audited consolidated financial statements for the year ended December 31, 2024.
Current wording
Our most significant long-term cash requirements include, among others, (i) scheduled debt repayments, including upon maturity, and interest payments, and (ii) lease and equipment financing obligation payments. In the event the Company is not successful in its appeal with the Canada Revenue Agency, the Company may be required to pay the remaining assessed amounts with interest. For more information on our debt and leases, see Item 1 – Financial Statements: Note 12. Debt and Item 1 – Financial Statements: Note 15. Leases, respectively, in our condensed consolidated financial statements.
Previous wording
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.
Current wording
Our ability to borrow under the Credit Agreement is subject to compliance with financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio. We were in compliance with all financial and other covenants applicable to our debt agreements at March 31, 2026. 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.
Previous wording
The decrease in net cash provided by operating activities was primarily due to higher cash outflows from the net change in operating assets and liabilities of $148.5 million, partially offset by higher net income from operations. The higher cash outflow from the net change in operating assets and liabilities was primarily due to the timing of book overdrafts and income tax installment payments, the deposit paid to the CRA, and the timing of advance payments to customers. These increases were partially offset by lower cash outflows related to the timing and size of auctions, and less incentive-based employee compensation costs paid.
Current wording
The increase in net cash provided by operating activities was primarily due to higher net income from operations and a favorable net change in operating assets and liabilities. The favorable net change in operating assets and liabilities was primarily due to timing of book overdrafts, income tax installment payments and inventory sales and purchases, and the non-repeat of the deposit paid to the CRA in the first quarter of 2025. These changes were partially offset by the settlement of accrued liabilities, including the final arbitration ruling to the former-CEO, the timing of auction settlements, and the timing and size of auctions.
Previous wording
The increase in net cash used in investing activities was primarily due to the acquisition of J.M. Wood and increased property, plant and equipment expenditures mainly relating to the purchase of property and real estate improvements to support IAA operations, including the expansion of IAA to Australia.
Current wording
The decrease in net cash used in investing activities was primarily due to decreased loan issuances.
Previous wording
We declared a dividend of $0.31 per common share for the quarter ended June 30, 2025, and $0.29 per common share for each of the quarters ended March 31, 2025, December 31, 2024, and September 30, 2024. We have declared, but not yet paid, a dividend of $0.31 per common share for the quarter ended September 30, 2025. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.
Current wording
We declared and paid a dividend of $0.31 per common share during the three months ended March 31, 2026. We declared, but have not yet paid, a dividend of $0.31 per common share subsequent to March 31, 2026. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.
Previous wording
At September 30, 2025, there were no material changes in our critical accounting policies, judgments, estimates and assumptions from those disclosed 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.
Current wording
At March 31, 2026, there were no material changes to our critical accounting policies, judgments, estimates and assumptions from those disclosed 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, 2025.
Previous wording
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, restructuring costs, amortization of acquired intangible assets, executive transition costs and certain other items.
Current wording
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 stock-based compensation expense, acquisition-related and integration costs, restructuring costs, amortization of acquired intangible assets, executive transition costs and certain other items.
Previous wording
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:
Current wording
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 condensed consolidated financial statements:
Previous wording
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:
Current wording
The following table reconciles adjusted EBITDA to net income, which is the most directly comparable GAAP measure in, or calculated from, our condensed consolidated financial statements:
Previous wording
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.
Current wording
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 condensed consolidated financial statements.
Previous wording
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
Current wording
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 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 applicable tax rate.
Previous wording
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:
Current wording
The following table reconciles adjusted return and adjusted ROIC to net income attributable to controlling interests, which is the most directly comparable GAAP measure in, or calculated from, our condensed consolidated financial statements:
Previous wording
•$1.2 million gain on disposition of property, plant and equipment and related costs.
Current wording
•$1.8 million gain on disposition of property, plant and equipment and related costs.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Our liquidity is primarily affected by fluctuations in cash flow from operations, significant acquisitions, dividend payments, capital spending, and repayments of debt. We are also committed under various letters of credit and provide certain guarantees in the normal course of business.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
The Company was in compliance with all financial and other covenants applicable to its debt agreements at September 30, 2025.
Previous report — wording carried elsewhere
For more information on our debt, see Item 1 – Financial Statements: Note. 15 Debt in our consolidated financial statements.
Previous report — wording carried elsewhere
Critical Accounting Policies, Judgments, Estimates and Assumptions
Previous report — wording carried elsewhere
•$0.2 million gain on disposition of property, plant and equipment and related costs.