RB GLOBAL INC.

Previous 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.

Current wording

This discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1. Financial Statements of this Quarterly Report on Form 10-Q, and Part II, Item 8: Financial Statements and Supplementary Data and Part II, 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, available on our website athttps://investor.rbglobal.com, on EDGAR atwww.sec.gov, or on SEDAR+ atwww.sedarplus.ca.

Previous wording

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 wording

Refer to the Non-GAAP Measures section of this discussion and analysis for the definitions of, and reasons we use, certain non-GAAP measures and the reconciliations to their most directly comparable GAAP measures.

Previous 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. The Company completed the acquisitions of BigIron Auction Company ("BigIron") and Blackmon Auctions ("Blackmon") during the second quarter of 2026.

Current wording

For an 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. The Company completed the acquisitions of BigIron Auction Company ("BigIron") and Blackmon Auctions ("Blackmon") during the second quarter of 2026.

Previous wording

During the second quarter of 2026, we revised our sector presentation. Historically, we organized sector disclosures into (i) Automotive, (ii) Commercial, Construction and Transportation ("CC&T"), and (iii) Other. Under the revised presentation, the former CC&T sector and certain asset categories previously included in Other have been combined into Heavy Equipment & Transportation ("HE&T").

Current wording

Effective the second quarter of 2026, we revised our sector presentation. Historically, we organized sector disclosures into (i) Automotive, (ii) Commercial, Construction and Transportation ("CC&T"), and (iii) Other. Under the revised presentation, the former CC&T sector and certain asset categories previously included in Other have been combined into Heavy Equipment & Transportation ("HE&T").

Previous wording

For the second quarter of 2026, as compared to the second quarter of 2025:

Current wording

For the third quarter of 2026, as compared to the third quarter of 2025:

Previous wording

•Diluted earnings per share (“EPS”) available to common stockholders increased 34% to $0.71 per share

Current wording

•Diluted earnings per share (“EPS”) available to common stockholders increased 63% to $0.70 per share.

Previous wording

•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 6% to $387.2 million

Current wording

•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 13% to $370.9 million.

Previous wording

•The Company repurchased and retired 1.5 million of common shares for proceeds of $150.0 million during the second quarter of 2026. As of June 30, 2026, $350.0 million remains available and authorized for common stock repurchases under the Normal Course Issuer Bid approved in the first quarter of 2026.

Current wording

•The Company repurchased and retired approximately 3.9 million common shares for an aggregate purchase price of $350.0 million. Since launching the Normal Course Issuer Bid ("NCIB") in the first quarter of 2026, the Company has repurchased and retired approximately 5.4 million common shares for an aggregate purchase price of $500.0 million. As of September 30, 2026, $500.0 million remained available under the NCIB.

Previous wording

Industry volumes are influenced by a broad range of factors, including macroeconomic conditions, demographic trends, government initiatives, infrastructure investment, ongoing investment in food and farm productivity, and commodity prices. 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. We continued to observe early indications of improving seller confidence in select end markets, supported by stabilizing values for used equipment and continued strength in large-scale construction projects. However, customer decision-making became more deliberate during the second quarter as uncertainty increased.

Current wording

Industry volumes are influenced by a broad range of factors, including macroeconomic conditions, demographic trends, government initiatives, infrastructure investment, ongoing investment in food and farm productivity, and commodity prices. 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. We continued to observe early indications of improving seller confidence in our regional business in select end markets, supported by stabilizing values for used equipment. Enterprise customer activity remained more subdued, as continued strength in large-scale construction projects contributed to lower equipment disposition.

Previous wording

Total‑loss determinations are shaped by several factors, including used vehicle pricing, vehicle age, design complexity, technology content, and repair costs. In the second quarter of 2026, the inflation differential between automotive repair costs and used vehicle prices remained 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 impact of underinsured incidents.

Current wording

Total‑loss determinations are shaped by several factors, including used vehicle pricing, vehicle age, design complexity, technology content, and repair costs. In the third quarter of 2026, the inflation differential between automotive repair costs and used vehicle prices remained positive. This dynamic supports a higher percentage of total-loss determinations relative to overall accidents, creating a favorable environment for salvage activity. While underinsurance has been a headwind to salvage volumes, improving insurance affordability trends suggest that these pressures are beginning to moderate.

Previous wording

The following tables present total GTV by geography and by sector for the periods indicated:

Current wording

The following tables present GTV disaggregated by geography and sector for the periods indicated:

Previous wording

The following table presents total lots sold by sector for the periods indicated (thousands of lots sold):

Current wording

The following table presents lots sold disaggregated by sector for the periods indicated (thousands of lots sold):

Previous wording

Automotive GTV increased 13% in the second quarter of 2026 and 10% in the first six months of 2026, primarily due to increases in average price per lot sold and unit volume, driven by market share gains and organic growth in the United States and International regions. These increases were partially offset by lower unit volumes in Canada.

Current wording

Automotive GTV increased 18% in the third quarter of 2026 and 13% in the first nine months of 2026, primarily due to increases in average selling prices and unit volume, driven primarily by market share gains in the United States and International regions. These increases were partially offset by lower unit volumes in Canada.

Previous wording

HE&T GTV increased 8% in the second quarter of 2026, primarily due to the inclusion of J.M. Wood, BigIron, and Smith Broughton. Excluding the impact of these acquisitions, HE&T GTV decreased slightly due to lower unit volumes in Canada, partially offset by higher unit volumes in the International and United States regions.

Current wording

HE&T GTV increased 19% in the third quarter of 2026, primarily due to contributions from BigIron and Smith Broughton. Excluding the impact of these acquisitions, HE&T GTV increased due to higher unit volumes in Canada, the United States, and Australia, partially offset by lower unit volumes in Europe. Average price per lot sold was similar to the prior period.

Previous wording

HE&T GTV increased 15% in the first six months of 2026, primarily due to the inclusion of J.M. Wood, BigIron, and Smith Broughton. Excluding the impact of these acquisitions, HE&T GTV increased due to a higher average price per lot sold and higher unit volumes.

Current wording

HE&T GTV increased 16% in the first nine months of 2026, primarily due to contributions from J.M. Wood, BigIron, and Smith Broughton. Excluding the impact of these acquisitions, HE&T GTV increased due to higher unit volumes in all regions. Average price per lot sold was slightly higher than in the prior period.

Previous wording

Transactional seller revenue increased 5% in the first six months of 2026, primarily due to the inclusion of the J.M. Wood and BigIron, Automotive and HE&T service GTV growth, and a higher HE&T average seller commission rate due to a favorable contract mix, partially offset by the impact of Automotive price incentives tied to transaction volumes.

Current wording

Transactional seller revenue increased 6% in the first nine months of 2026, primarily due to contributions from BigIron, J.M. Wood, Automotive and HE&T service GTV growth, partially offset by lower average seller commission rate across all sectors.

Previous wording

Inventory sales revenue increased 28% in the second quarter of 2026 and 30% in the first six months of 2026, primarily due to higher HE&T inventory sales driven by higher unit volumes and contract mix, andthe inclusion of J.M. Wood and Smith Broughton. These increases were partially offset by lower Automotive inventory sales.

Current wording

Inventory sales revenue increased 40% in the third quarter of 2026 and 33% in the first nine months of 2026, primarily due to higher HE&T inventory sales resulting from increased unit volumes and favorable contract mix, as well as contributions from J.M. Wood, BigIron, and Smith Broughton. These increases were partially offset by lower Automotive inventory sales.

Previous wording

Acquisition-related and integration costs increased 185% in the second quarter of 2026 and 140% for the first six months of 2026, primarily due to expense recognized over the requisite service periods for acquisition-related deferred payment arrangements, associated with the acquisitions of J.M. Wood and BigIron.

Current wording

Acquisition-related and integration costs increased 95% in the third quarter of 2026 and 121% in the first nine months of 2026, primarily due to transaction-related and post-acquisition compensation expense associated with the acquisitions of J.M. Wood, BigIron, and Blackmon.

Previous wording

Operating income increased 19% in the second quarter of 2026 and 17% in the first six months of 2026, primarily driven by higher flow-through from service revenue, increased inventory return, the non-recurrence of the loss on deconsolidation associated with the LKQ SYNETIQ transaction recognized in the second quarter of 2025, and lower selling, general and administrative expenses. These increases were partially offset by higher depreciation and amortization expense.

Current wording

Operating income increased 23% in the first nine months of 2026, primarily due to the reasons discussed above and the non-recurrence of the loss on deconsolidation associated with the LKQ SYNETIQ transaction recognized in the second quarter of 2025.

Previous wording

Net income available to common stockholders increased 33% in the second quarter of 2026 and 27% in the first six months of 2026, primarily due to higher operating income as discussed above, and lower interest expense. These increases were partially offset by an increase in income tax expense.

Current wording

Net income available to common stockholders increased 36% in the first nine months of 2026, primarily due to the reasons discussed above and lower interest expense. These increases were partially offset by higher income tax expense.

Previous wording

We conduct global operations in various currencies. 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 tables present the variance in select foreign exchange rates to the U.S. dollar over the comparative reporting periods:

Previous wording

Foreign exchange did not have a material impact on our results of operations in the second quarter of 2026, when compared to the corresponding period in the prior year.

Current wording

Foreign exchange did not have a material impact on our results of operations in the third quarter of 2026, when compared to the corresponding period in the prior year.

Previous 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 $700.5 million (discussed in further detail below), are sufficient to fund 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 flow from operations, cash and cash equivalents on hand, and unused capacity under our revolving credit facilities of $414.8 million (discussed in further detail below), are sufficient to fund current and planned operating activities. We 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 liquidity is primarily affected by fluctuations in cash flow from operations, significant acquisitions, dividend payments, capital spending, common share repurchases, and repayments of debt. We are also committed under various letters of credit and provide certain guarantees in the normal course of business.

Current wording

Our liquidity is primarily affected by cash flow from operations, M&A activity, dividend payments, capital spending, common share repurchases, and repayments of debt. We are committed under various letters of credit and provide certain guarantees in the normal course of business.

Previous wording

Our most significant short-term cash requirements include, among others, (i) dividend payments, (ii) settlements with consignors, (iii) employee compensation, with the majority of annual 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. We may also repurchase common shares pursuant to our common stock repurchase program.

Current wording

Our most significant short-term cash requirements include, among others, (i) dividend payments, (ii) settlements with consignors, (iii) employee compensation, with the majority of annual 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. We may also decide to repurchase common shares pursuant to our common stock repurchase program.

Previous wording

The decrease in net cash provided by operating activities was primarily due to an unfavorable net change in operating assets and liabilities, partially offset by higher net income. The unfavorable net change in operating assets and liabilities was primarily due to the timing and size of auctions and settlement of accrued liabilities, including the final arbitration ruling to the former-CEO. These unfavorable net changes were partially offset by the timing of income tax installment payments and book overdrafts, and the non-repeat of the deposit paid to the CRA in the first quarter of 2025.

Current wording

The decrease in net cash provided by operating activities was primarily due to unfavorable net changes in operating assets and liabilities, partially offset by higher net income. The unfavorable net changes primarily reflected the timing and size of auctions, settlement of accrued liabilities, including amounts related to the final arbitration ruling involving the former CEO, and the timing of inventory purchases. These changes were partially offset by the timing of income tax installment payments and the non-recurrence of the deposit paid to the CRA in the first quarter of 2025.

Previous wording

The increase in net cash used in investing activities was primarily due to the acquisitions of BigIron and Blackmon, net of cash received.

Current wording

The increase in net cash used in investing activities was primarily due to the acquisitions of BigIron and Blackmon, partially offset by lower capital spending.

Previous wording

The increase in net cash provided by financing activities was primarily due to higher borrowings under our Credit Agreement, including a borrowing of $300.0 million to fund the acquisition of BigIron, partially offset by $150.0 million of repurchases and retirements of common stock.

Current wording

The decrease in net cash used in financing activities was primarily due to higher borrowings under our Credit Agreement, including $300.0 million borrowed to fund the BigIron acquisition. This impact was partially offset by $500.0 million of common stock repurchases and retirements, higher repayments of finance lease and equipment financing obligations, and the first anniversary payment of deferred purchase consideration related to the J.M. Wood acquisition.

Previous wording

We declared and paid a dividend of $0.31 per common share during the three months ended June 30, 2026. We declared, but have not yet paid, a dividend of $0.33 per common share subsequent to June 30, 2026. All dividends that we pay are “eligible dividends” for Canadian income tax purposes, unless otherwise indicated.

Current wording

All dividends that we pay are “eligible dividends” for Canadian income tax purposes, unless otherwise indicated. Refer to Item 1 – Financial Statements: Note 13. Temporary Equity, Equity and Dividends for further information regarding dividends declared and paid during and subsequent to the three months ended September 30, 2026.

Previous wording

•$17.9 million stock-based compensation expense.

Current wording

•$14.4 million stock-based compensation expense.

Previous wording

•$7.7 million of acquisition-related and integration costs, primarily related to the J.M. Wood, BigIron and Blackmon acquisitions.

Current wording

•$7.8 million of acquisition-related and integration costs, primarily related to the J.M. Wood, BigIron and Blackmon acquisitions.

Previous wording

•$2.4 million of restructuring costs, primarily severance relating to organizational changes.

Current wording

•$1.6 million of restructuring costs, primarily severance relating to organizational changes.

Previous wording

•$74.2 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.

Current wording

•$75.0 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.

Previous wording

•$1.8 million gain on disposition of property, plant and equipment and related costs.

Current wording

•$1.5 million gain on disposition of property, plant and equipment and related costs.

Previous wording

•$3.3 million of other legal, advisory, and non-income tax expense, primarily consisting of certain legal costs associated with isolated matters not expected to recur in the ordinary course of business, professional and legal fees associated with transactions and strategic initiatives, and accretion 1 associated with the J.M. Wood acquisition deferred payment liability.

Current wording

•$1.4 million of other legal, advisory, and non-income tax expense, primarily consisting of certain legal costs associated with isolated matters not expected to recur in the ordinary course of business.

Previous wording

•$6.2 million of acquisition-related and integration costs, primarily related to the J.M. Wood acquisition.

Current wording

•$21.7 million of acquisition-related and integration costs, primarily related to the J.M. Wood, BigIron and Blackmon acquisitions.

Previous wording

•$2.4 million of restructuring costs, primarily severance relating to organizational changes.

Current wording

•$6.4 million of restructuring costs, primarily severance relating to organizational changes.

Previous wording

•$72.6 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.

Current wording

•$221.8 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.

Previous wording

•$0.9 million loss on disposition of property, plant and equipment and related costs.

Current wording

•$2.4 million gain on disposition of property, plant and equipment and related costs.

Previous wording

•$0.1 million of other legal, advisory, and non-income tax expense, primarily consisting of certain legal costs associated with isolated matters not expected to recur in the ordinary course of business, advisory fees associated with transactions and strategic initiatives, and accretion 1 associated with the J.M. Wood acquisition deferred payment liability, offset by the recovery of accrued non-income taxes (DST) relating to the period of January 1, 2022 to June 30, 2024 of $5.8 million.

Current wording

•$4.8 million of other legal, advisory, and non-income tax expense, primarily consisting of certain legal costs associated with isolated matters not expected to recur in the ordinary course of business, offset by the recovery of accrued non-income taxes (DST) relating to the period of January 1, 2022 to June 30, 2024 of $5.8 million.