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-compete 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 September 30, 2026. The most significant items pending completion include final review of the preliminary valuation of identifiable intangible assets. 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.

During the third quarter of 2026, the Company recorded a measurement period adjustment to customer relationship intangible assets, decreasing their carrying value by approximately $37.3 million, with a corresponding increase to goodwill, as a result of revised valuation assumptions, including customer retention and attrition rates. The estimated useful life was revised from 7 years to 5 years. The resulting adjustment to amortization expense was not material.

The goodwill recognized primarily reflects expected synergies associated with the Company’s expansion into the U.S. agriculture market, the value of BigIron’s 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.

Acquisition-related and integration costs associated with the BigIron acquisition during the three and nine months ended September 30, 2026 were $4.2 million and $6.6 million, respectively, comprised primarily of transaction-related and post-acquisition compensation costs.

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 September 30, 2026 and the purchase price of $17.0 million has been allocated primarily to customer relationships and goodwill.

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.

Acquisition-related and integration costs associated with the Blackmon acquisition during the three and nine months ended September 30, 2026 were $0.6 million and $1.5 million, respectively, comprised primarily of transaction-related and post-acquisition compensation costs.

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. 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 at 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 formed part of the purchase consideration were 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 as of the acquisition date. The portion of the deferred payments that represents compensation for future services is being recognized over the requisite service period. The first anniversary payment was made during the third quarter of 2026. The portion of the payment representing settlement of the deferred purchase consideration was classified as a financing activity in the consolidated statement of cash flows.

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.

Acquisition-related and integration costs associated with the J.M. Wood acquisition during the three and nine months ended September 30, 2026, were $2.8 million and $12.0 million, respectively (three and nine months ended September 30, 2025 - $2.6 million and $5.0 million, respectively), comprised primarily of post-acquisition employment costs.