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RB GLOBAL INC. - Annual Report: 2024 (Form 10-K)

Share-based payments expense—————  — — —  Equity-classified share units dividend equivalents—————  ()— —     years    years %
At December 31, 2024, the unrecognized compensation expense associated with premium-price options was .
Share Units
$ $ $ $ Granted    Vested and settled()  () () Forfeited()  ()  Outstanding, December 31, 2022$ $ $ $ Granted    Assumed in IAA acquisition     Vested and settled()  () () Forfeited() () ()  Outstanding at December 31, 2023$ $ $ $ Granted       Vested and settled() () () () Forfeited() () ()  Outstanding at December 31, 2024$ $ $ $ 

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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in millions of United States dollars, except where noted)
24. Share-based Payments (continued)
performance and market vesting conditions. The PSUs with market conditions granted in June 2022 have approximately a performance period to coincide with the remaining performance period of the August 2021 grant.
The fair value of PSUs with performance conditions are estimated on the respective grant date using the closing price of the Company’s common shares listed on the NYSE.
The fair value of PSUs with market conditions are estimated on the grant date using a Monte Carlo simulation model.  % % %Expected dividend yield % % %Expected lives of the PSUs years years yearsExpected volatility % % %Average expected volatility of comparable companies % % %
At December 31, 2024, the unrecognized share unit expense related to PSUs with market conditions was $ million, which is expected to be recognized over a weighted average period of years and the unrecognized share unit expense related to PSUs with performance conditions was $ million, which is expected to be recognized over a weighted average period of years.
RSUs
RSUs granted to employees typically vest over a service period and RSUs granted to directors vest on the earlier of (i) the one year anniversary of the grant date and (ii) the date of the Company's next annual meeting of shareholders. The issuance of shares related to RSUs granted to directors may be deferred at the holder's election.
Fair values of RSUs are estimated on grant date using the closing price of the Company’s common shares listed on the NYSE. At December 31, 2024, the unrecognized share unit expense related to equity-classified RSUs was $ million, which is expected to be recognized over a weighted average period of years.
DSUs
Fair values of DSUs are estimated on the respective grant date and at each reporting date using the closing price of the Company’s common shares listed on the NYSE. DSUs are granted to members of the Board of Directors. There is unrecognized share unit expense related to liability-classified DSUs as they vest immediately and are expensed upon grant. At December 31, 2024, the Company had a total share unit liability of $ million (2023: $ million) in respect of DSUs presented in trade and other liabilities.
The total market value of liability-classified share units which vested during the year ended December 31, 2024 was $ million (2023: $ million; 2022: $ million).
Employee Share Purchase Plan
In February 2023, the Board approved the suspension of the Company’s 1999 Employee Stock Purchase Plan. On May 8, 2023, the Company's shareholders approved the 2023 Employee Stock Purchase Plan (the "2023 ESPP") under which common shares of the Company were reserved for issuance. The 2023 ESPP allows eligible employees to contribute up to % of their base compensation during each semi-annual offering period, up to dollars, towards the purchase of the Company’s stock, at % of the lower of the fair market value on: i. the first day of the applicable offering period, or ii. the last day of the applicable purchase period within the offering period. Employees also have the option to participate through a cashless program, by electing to settle on a net basis on purchase date. At the end of each purchase period, employee contributions are used to purchase the Company's common stock.
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in millions of United States dollars, except where noted)
24. Share-based Payments (continued)
offerings under the 2023 ESPP. The 2024 offerings had weighted average grant date fair values of $ and $ (2023: $ and $).  % %Expected dividend yield % %Expected lives of the ESPP months monthsExpected volatility % %
At December 31, 2024, there were (December 31, 2023: ) shares available for issuance under the 2023 ESPP.
 $ $ Finance lease costAmortization of leased assets   Interest on lease liabilities   Short-term lease cost   Sublease income()()()$ $ $ 
Operating Leases
The Company has entered into leases for various properties used for auctions or offices, the majority of which are non-cancellable. The Company also has leases for computer equipment, motor vehicles and small office equipment where it is not in the best interest of the Company to purchase these assets. The majority of the Company's operating leases have a fixed term with a remaining life between and years, with renewal options included in the contracts. The leases have varying contract terms, escalation clauses and renewal options. Generally, there are no restrictions placed upon the lessee by entering into these leases, other than restrictions on use of property, sub-letting and alterations. The Company has not included any purchase options available within its operating lease portfolio in its determination of its operating lease liability.
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in millions of United States dollars, except where noted)
25. Leases (continued)
 2026 2027 2028 2029 Thereafter Total future minimum lease payments$ less: imputed interest()Total operating lease liabilities$ less: current operating lease liabilities()Long-term operating lease liabilities$ 
At December 31, 2024, the weighted average remaining lease term for operating leases is years (December 31, 2023: years) and the weighted average discount rate is % (December 31, 2023: %). There are additional undiscounted commitments for leases not yet commenced at December 31, 2024 (December 31, 2023: ).
Finance Leases
The Company has entered into finance lease arrangements for certain vehicles, computer and yard equipment, fixtures, and office furniture. The majority of the leases have a fixed term with a remaining life of to with renewal options included in the contracts. In certain of these leases, the Company has the option to purchase the leased asset at fair market value or a stated residual value at the end of the lease term. For certain leases such as vehicle leases, the Company has included renewal options in the measurement of its lease balances.
 $()$ Computer equipment () Yard and others () $ $()$ 
At December 31, 2023CostAccumulated depreciationNet book
value
Auto equipment$ $()$ 
Computer equipment () 
Yard and others () 
$ $()$ 
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in millions of United States dollars, except where noted)
25. Leases (continued)
 2026 2027 2028 2029 Total future minimum lease payments$ less: imputed interest()Total finance lease liabilities$ less: current finance lease liabilities()Long-term finance lease liabilities$ 
At December 31, 2024, the weighted average remaining lease term for finance leases is years (December 31, 2023: years) and the weighted average discount rate is % (December 31, 2023: %).
Subleases
At December 31, 2024, the total future minimum sublease payments expected to be received under non-cancellable subleases is $ million (December 31, 2023: $ million).
million (December 31, 2023: $ million) and expenditures for intangible assets and technology services agreements totaling approximately $ million (December 31, 2023: $ million).
million (December 31, 2023: $ million) reflecting changes to the estimated fair value of certain share-based payment awards. Any changes to the estimated payment amount to Ms. Fandozzi as a result of the settlement of the matter could be material.
The Company is subject to legal and other claims that arise in the ordinary course of its business. Management does not believe that the results of these claims will have a material effect on the Company’s consolidated balance sheets or consolidated income statements.
Guarantee Contracts
In the normal course of business, the Company will in certain situations guarantee to a consignor a minimum level of proceeds in connection with the sale at auction of that consignor’s equipment.
At December 31, 2024, there were $ million of assets guaranteed under contract, of which % is expected to be sold prior to March 31, 2025 with the remainder to be sold by December 31, 2025 (December 31, 2023: $ million of which % was expected
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
27.    Contingencies (continued)
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ITEM 9:    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A:    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management of the Company, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the year covered by this Form 10-K. The term “disclosure controls and procedures” means controls and other procedures established by the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Based upon their evaluation of the Company’s disclosure controls and procedures, as of December 31, 2024, the CEO and the CFO concluded that the disclosure controls are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and were effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
The Company, including its CEO and CFO, does not expect that its internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s CEO and CFO, overseen by the Company’s Board of Directors and implemented by the Company’s management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. generally accepted accounting principles, and the requirements of the SEC.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria described in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (“COSO”). Based on its assessment under the framework in COSO, management has concluded that internal control over financial reporting was effective as of December 31, 2024.
Attestation Report of Registered Public Accounting Firm
The attestation report required under this Item 9A is set forth below under the caption “Report of Independent Registered Public Accounting Firm.”
Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of RB Global, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited RB Global, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, RB Global, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in temporary equity and stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes and our report dated February 26, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Chicago, Illinois
February 26, 2025
ITEM 9B:    OTHER INFORMATION
.
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ITEM 9C:    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10:    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information responsive to this Item is incorporated by reference to our definitive Proxy Statement for our 2025 Annual and Special Meeting of Shareholders, to be filed within 120 days of December 31, 2024, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "2025 Proxy Statement").
We have adopted a written code of business conduct and ethics, which applies to all of our directors, officers and employees, including our principal executive officer and our principal financial and accounting officer. Our Code of Business Conduct and Ethics is available on our website (https://investor.rbglobal.com/governance/governance-documents/default.aspx) and can be obtained by writing to RB Global Investor Relations, Two Westbrook Corporate Center, Suite #500, Westchester, Illinois, USA 60154, or by sending an email to our Investor Relations department at IR@rbglobal.com. The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K. Any amendments, other than technical, administrative or other non-substantive amendments, to our Code of Business Conduct and Ethics or waivers from the provisions of the Code of Business Conduct and Ethics for our principal executive officer and our principal financial and accounting officer will be promptly disclosed on our website following the effective date of such amendment or waiver.
The Company has an governing the purchase, sale and other dispositions of the Company's securities that applies to all Company's directors, officers, employees and other covered persons. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company's insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
ITEM 11:    EXECUTIVE COMPENSATION
The information responsive to this Item is incorporated by reference to our 2025 Proxy Statement.
ITEM 12:    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information responsive to this Item is incorporated by reference to our 2025 Proxy Statement.
ITEM 13:    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information responsive to this Item is incorporated by reference to our 2025 Proxy Statement.
ITEM 14:    PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information responsive to this Item is incorporated by reference to our 2025 Proxy Statement.

PART IV
ITEM 15:    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)Documents Filed with this Report:
(1)FINANCIAL STATEMENTS
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(2)FINANCIAL STATEMENT SCHEDULES
None.
(3)EXHIBITS
The exhibits listed in (b) below are filed as part of this Annual Report on Form 10-K and incorporated herein by reference.
(b)Exhibits:
Exhibit NumberDocument
2.1*
2.2
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
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10.1#
10.2#
10.3#
10.4#
10.5#
10.6#
10.7#
10.8#
10.9#
10.10#
10.11#
10.12#
10.13#
10.14#
10.15#
10.16#
10.17#
10.18#
10.19#
10.20#
10.21#
10.22#
10.23#
10.24
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10.25
10.26
10.27
10.28#
10.29#
10.30#
10.31#
10.32#
10.33#
10.34#
10.35#
10.36#
10.37#
10.38#
10.39
10.40
10.41
10.42
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10.43
10.44
10.45
10.46#
10.47#
10.48#
10.49#
10.50#
19.1
21.1
23.1
23.2
31.1
31.2
32.1
32.2
97.1
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
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Cover Page for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL
_____________________________________________________
#    Indicates management contract or compensatory plan or arrangement.
*    Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.
ITEM 16:    FORM 10-K SUMMARY
Not applicable.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RB Global, Inc.
Date: February 26, 2025
By:/s/ Jim Kessler
Jim Kessler
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By:
/s/ Jim Kessler
Chief Executive OfficerFebruary 26, 2025
Jim Kessler(principal executive officer)
By:/s/ Eric J. GuerinChief Financial OfficerFebruary 26, 2025
Eric J. Guerin(principal financial officer)
By:/s/ Robert G. EltonChair of the BoardFebruary 26, 2025
Robert G. Elton
By:/s/ Brian BalesDirectorFebruary 26, 2025
Brian Bales
By:/s/ Adam DeWittDirectorFebruary 26, 2025
Adam DeWitt
By:/s/ Gregory MorrisonDirectorFebruary 26, 2025
Gregory Morrison
By:/s/ Timothy O'DayDirectorFebruary 26, 2025
Timothy O'Day
By:/s/ Sarah E RaissDirectorFebruary 26, 2025
Sarah E. Raiss
By:/s/ Michael SiegerDirectorFebruary 26, 2025
Michael Sieger
By:/s/ Debbie SteinDirectorFebruary 26, 2025
Debbie Stein
By:/s/ Carol StephensonDirectorFebruary 26, 2025
Carol Stephenson
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