RB GLOBAL INC.RBA

RB GLOBAL INC. Commitments Disclosure

10-KFiled Feb 25, 20262 min read
Note 24. Commitments and Contingencies
Commitments
At December 31, 2025, the Company had committed to capital expenditures for property, plant and equipment totaling approximately $50.1 million (December 31, 2024: $26.9 million) and expenditures for intangible assets and technology services agreements totaling approximately $22.0 million (December 31, 2024: $26.7 million).
Legal and Other Claims
On July 31, 2023, Ann Fandozzi informed the Company’s Board of her intention to resign from her position as the Company’s Chief Executive Officer due to a disagreement with the Company regarding her compensation as Chief Executive Officer. The Board accepted her verbal resignation and interpreted her subsequent conduct as affirmation of her resignation. The Company advised Ms. Fandozzi that it was accepting her resignation effective immediately and waiving any written procedural notice requirements under the Employment Agreement by and between Ritchie Bros. Auctioneers (Canada) Ltd. and Ms. Fandozzi, dated December 14, 2019. Ms. Fandozzi disputed that she tendered her resignation. On February 21, 2024, Ms. Fandozzi formally resigned from the Company’s Board. Arbitration in accordance with the terms of Ms. Fandozzi’s employment agreement concluded on February 16, 2026, when an arbitration panel issued a final binding decision awarding Ms. Fandozzi $59.6 million.
The Company has accounted for the decision as an adjusting subsequent event and recorded an expense of $41.7 million in the year ended December 31, 2025, representing the adjustment of the previously recorded accrual to the awarded amount.
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 may guarantee a consignor a minimum level of proceeds in connection with the sale at auction of that consignor’s equipment.
At December 31, 2025, there were $104.9 million of assets guaranteed under contract, of which 59% is expected to be sold prior to March 31, 2026, with substantially all of the remainder to be sold by June 30, 2026 (December 31, 2024: $39.1 million of which 44% was expected to be sold prior to the end of March 31, 2025, with the remainder to be sold by December 31, 2025). The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction.

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2024Feb 26, 2025
2023Feb 28, 2024
2022Feb 21, 2023
2021Feb 17, 2022
2020Feb 18, 2021
2019Feb 27, 2020
2018Feb 28, 2019
2017Feb 26, 2018
2016Feb 21, 2017
2015Feb 25, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.

Other Available Disclosures

Income TaxesRevenueEarnings Per ShareFair ValuePP&EGoodwill & IntangiblesLeasesSegmentsDebtStock CompensationNew StandardsPay vs Performance