RB GLOBAL INC.

Note 3. Acquisitions

BigIron

On May 15, 2026, the Company completed its acquisition of 100% of the equity interest in Big Iron Auction Company (“BigIron”), a U.S.-based online marketplace for agricultural equipment, land, and livestock. The acquisition is expected to accelerate the Company’s strategic expansion into the U.S. agriculture sector.

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:

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

The purchase price was paid in cash at closing. The purchase agreement includes a $15.0 million deferred payment payable on the third anniversary of the acquisition date, subject to certain employment and non-competition conditions. The payment is accounted for as compensation for future services and recognized over the requisite service period.

The purchase price allocation is preliminary as of June 30, 2026. The most significant items pending completion include the identification of assets acquired and liabilities assumed, including income tax related matters, and final review of the intangible assets valuation. 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.

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

BigIron revenue and net income included in the consolidated financial statements from the acquisition date are not material. BigIron revenue for the year ended December 31, 2025 was approximately $86.2 million (unaudited) and net income was not material.

BigIron acquisition-related and integration costs of $2.3 million, comprised primarily of transaction-related and post-acquisition compensation costs, were incurred during the three and six months ended June 30, 2026.

Blackmon

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 Company accounted for the acquisition as a business combination pursuant to ASC 805, Business Combinations. The purchase price allocation is preliminary as of June 30, 2026 and the purchase price of $17.0 million has been allocated primarily to customer relationships and goodwill.

Goodwill recognized of $8.7 million reflects the expected synergies of the combined company, the assembled workforce, and other intangible assets that do not qualify for separate recognition. Goodwill has been assigned to the Ritchie Bros. reporting unit and is expected to be deductible for tax purposes.

Blackmon revenue and net income included in the consolidated financial statements from the acquisition date are not material. The pro forma impact of the acquisition is not material to the Company's financial statements.

Blackmon acquisition-related and integration costs of $1.0 million, comprised primarily of transaction-related and post-acquisition compensation costs, were incurred during the three and six months ended June 30, 2026.

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"), an auction business located in Montgomery, Alabama, U.S. 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 final 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 payments that form part of the purchase consideration have been recorded as liabilities at their acquisition-date fair value of $43.1 million, determined by discounting the contractual payments using the Company’s credit-adjusted discount rate, with $13.8 million presented within trade and other liabilities and $29.3 million presented within other non-current liabilities. The portion of the deferred payments that represents compensation for future services is being recognized over the requisite service period.

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

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

J.M. Wood acquisition-related and integration costs of $4.4 million and $9.2 million, substantially comprised of post-acquisition employment costs, were incurred during the three and six months ended June 30, 2026, respectively.