RBA / RB Global, Inc. - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2025 RB Global, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2025 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 6, 2025 RB Global, Inc. (Exact Name of Registrant as Specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 6, 2025 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13425 RB

Exhibit 99.1 – News Release

Exhibit 99.1 – News Release RB Global reports second quarter 2025 results WESTCHESTER, IL, August 6, 2025 – RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months ended June 30, 2025. "I am pleased to report that we continued to gain automotive market share in the second quarter, with total automotive unit vo

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 14, 2025 (Date of earliest event reported) RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number

Ritchie Bros. Completes Acquisition of J.M. Wood Auction Co.

Exhibit 99.1 FOR IMMEDIATE RELEASE Ritchie Bros. Completes Acquisition of J.M. Wood Auction Co. WESTCHESTER, IL, July 14, 2025 – RB Global, Inc. (NYSE: RBA) (TSX: RBA), the trusted global partner for insights, services and transaction solutions, today announced its wholly owned subsidiary, Ritchie Bros. Auctioneers (America), Inc., has completed its acquisition of J.M. Wood Auction Co., Inc. (“J.M

RB Global Announces Early Termination of Hart-Scott-Rodino Waiting Period

Exhibit 99.1 FOR IMMEDIATE RELEASE RB Global Announces Early Termination of Hart-Scott-Rodino Waiting Period WESTCHESTER, IL, May 27, 2025 – RB Global, Inc. (NYSE: RBA) (TSX: RBA), the trusted global marketplace for insights, services and transaction solutions for commercial assets and vehicles, today announced that on May 22, 2025, the U.S. Federal Trade Commission granted early termination of th

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 22, 2025 (Date of earliest event reported) RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number)

Equity Purchase Agreement by and among Ritchie Bros. Auctioneers (America) Inc., J.M. Wood Auction Co., Inc., the Equityholders of J.M. Wood Auction Co., Inc., and Bryant S. Wood, as Seller Representative, dated March 10, 2025

EXHIBIT 10.1 Execution Version EQUITY PURCHASE AGREEMENT by and among RITCHIE BROS. AUCTIONEERS (AMERICA) INC., J.M. WOOD AUCTION CO., INC., the Equityholders of J.M. WOOD AUCTION CO., INC., and Bryant S. Wood, as Seller Representative March 10, 2025 TABLE OF CONTENTS Page Section 1.1 Definitions 1 Section 1.2 Construction 10 ARTICLE 2 THE TRANSACTION 10 Section 2.1 Purchase and Sale of Membership

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 7, 2025 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification) T

Exhibit 99.1 – News Release

Exhibit 99.1 – News Release RB Global reports first quarter 2025 results WESTCHESTER, IL, May 7, 2025 – RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months ended March 31, 2025. "I want to recognize our teammates' dedication to our partners and customers, particularly in this rapidly evolving macroeconomic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13425 RB

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2025 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 4, 2025 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification)

Amended and Restated Credit Agreement, dated as of April 3, 2025, among the Company, certain of its subsidiaries, each as a borrower and/or a guarantor, the lenders party thereto, Bank of America, N.A., as administrative agent, U.S. swing line lender and a letter of credit issuer.

Exhibit 10.1 Execution Version Published CUSIP Number: C7740BAA0 Revolving A Loans CUSIP Number: C7740BAB8 Revolving B Loans CUSIP Number: C7740BAF9 Revolving C Loans CUSIP Number: C7740BAC6 New Term A Loans (USD) CUSIP Number: C7740BAD4 New Term A Loans (CAD) CUSIP Number: C7740BAE2 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 3, 2025 among RB GLOBAL, INC. and CERTAIN SUBSIDIARIES OF R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )         Filed by the Registrant  ☒     Filed by a Party other than the Registrant   ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission On

RB Global to Expand Presence with Acquisition of J.M. Wood Auction Co.

Exhibit 99.1 FOR IMMEDIATE RELEASE RB Global to Expand Presence with Acquisition of J.M. Wood Auction Co. WESTCHESTER, IL, Mar. 11, 2025 – RB Global, Inc. (NYSE: RBA) (TSX: RBA) (“RB Global” or the “Company”), the trusted global partner for insights, services and transaction solutions, today announced that it has entered into a definitive agreement under which RB Global will acquire J.M. Wood Auct

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 11, 2025 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )         Filed by the Registrant  ☒     Filed by a Party other than the Registrant   ☐         Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Onl

Second Amended and Restated Shareholder Rights Plan Agreement dated as of February 24, 2025 between RB Global, Inc. and Computershare Investor Services, Inc., as Rights Agent

Exhibit 4.1 SECOND AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY 24, 2025 (AMENDING AND RESTATING THE AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY 28, 2019) BETWEEN RB GLOBAL, INC. AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENT Exhibit 4.1 TABLE OF CONTENTS 1.1 Certain Definitions 2 1.2 Currency 16 1.3 Headings and Interpretati

RB Global, Inc. By-law No. 2

Exhibit 3.2 BY-LAW NO. 2 A by-law relating generally to the transaction of the business and affairs of RB GLOBAL, INC. (hereinafter referred to as the “Corporation”) DIRECTORS 1.Calling of and notice of meetings. Meetings of the board shall be held at such place and time and on such day as they see fit. A director may at any time convene a meeting of the board. Notice of meetings of the board shal

RB Global Amended and Restated 2023 Share Incentive Plan

Exhibit 10.46 RB GLOBAL, INC. AMENDED AND RESTATED 2023 SHARE INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the RB Global, Inc. Amended and Restated 2023 Share Incentive Plan, as amended and restated on January 1, 2025 and as amended from time to time (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13425 RB Glob

RB Global, Inc. Policy Regarding Securities Trades by Company Personnel

Exhibit 19.1 RB GLOBAL, INC. POLICY REGARDING SECURITIES TRADES BY COMPANY PERSONNEL Updated November 6, 2024 The Need for the Policy The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in securities of RB Global, Inc. (the “Corporation”), is prohibited by United States federal and state secu

List of Company Subsidiaries

Exhibit 21.1 Name of subsidiary Incorporation Ownership Interest Principal activity Rouse Services LLC USA (California) 100% Auction Services Rouse Appraisals LLC USA (California) 100% Appraisal Services Rouse Sales LLC USA (California) 100% Auction Services Rouse Analytics LLC USA (California) 100% Auction Services RBA Holdings Inc. USA (Delaware) 100% Holding company AssetNation, Inc. USA (Delaw

RB Global, Inc. Articles of Continuance

Exhibit 3.1 Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises Certificate of Continuance Certificat de maintien Business Corporations Act Loi sur les sociétés par actions RB GLOBAL, INC. Corporation Name / Dénomination sociale 1001014884 Ontario Corporation Number / Numéro de société de l’Ontario This is to certify that these articles are effectiv

Exhibit 99.1 – News Release

Exhibit 99.1 – News Release RB Global reports fourth quarter and full year 2024 results WESTCHESTER, IL, February 18, 2025 – RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months and year ended December 31, 2024. “I am proud of everything the RB Global team accomplished in 2024,” said Jim Kessler, CEO of RB

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 18, 2025 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identificat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 4, 2025 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Num

Exhibti 99.1

Exhibti 99.1 RB Global, Inc. 2 Westbrook Corporate Center Westchester, IL rbglobal.com RB Global, Inc. Announces Changed Record Date for Previously Announced Regular Quarterly Dividend WESTCHESTER, IL, February 4, 2025 – RB Global, Inc. (NYSE and TSX: RBA) has amended the record date of its recently declared quarterly cash dividend of US$0.29 per common share from February 6, 2025 to February 14,

RB Global, Inc. Declares Quarterly Dividend

Exhibit 99.1 RB Global, Inc. 2 Westbrook Corporate Center Westchester, IL rbglobal.com RB Global, Inc. Declares Quarterly Dividend WESTCHESTER, IL, January 20, 2025 – RB Global, Inc. (NYSE and TSX: RBA) announces that its Board of Directors has declared a quarterly cash dividend of US$0.29 per common share, payable on March 3, 2025 to shareholders of record on February 6, 2025. This dividend is co

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 20, 2025 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Num

RBA / RB Global, Inc. / Independent Franchise Partners LLP Passive Investment

SC 13G/A 1 ifp-rba093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* RB Global, Inc. (Name of Issuer) Common shares (Title of Class of Securities) 74935Q107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Nancy King, dated March 6, 2024

Exhibit 10.2 EMPLOYMENT AGREEMENT Between: NANCY KING (the “Executive”) And: RITCHIE BROS. AUCTIONEERS (CANADA) LTD., a corporation incorporated under the laws of Canada (the “Employer”) WHEREAS: A. The Employer and its affiliates are in the business of providing asset management and transaction solutions for commercial assets and vehicles; and B. The Employer and the Executive wish to enter into

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 8, 2024 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identificati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-1342

Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Michael (Steve) Lewis, dated July 19, 2024

Exhibit 10.1 EMPLOYMENT AGREEMENT Between: MICHAEL LEWIS (the “Executive”) And: RITCHIE BROS. AUCTIONEERS (CANADA) LTD., a corporation incorporated under the laws of Canada (the “Employer”) WHEREAS: A. The Employer and its affiliates are in the business of providing asset management and transaction solutions for commercial assets and vehicles; and B. The Employer and the Executive wish to enter in

Exhibit 99.1 – News Release

Exhibit 99.1 – News Release RB Global reports third quarter 2024 results WESTCHESTER, IL, November 8, 2024 – RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months ended September 30, 2024. "Our year-round dedication to CAT preparedness ensured a rapid and seamless response to recent hurricanes,” said Jim Kes

Two Westbrook Corporate Center

Two Westbrook Corporate Center Suite #1000 Westchester, IL 60154 USA Toll-Free: +1.

RB Global Appoints Steve Lewis as Chief Operating Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE RB Global Appoints Steve Lewis as Chief Operating Officer WESTCHESTER, IL, Aug. 28, 2024 – RB Global, Inc. (NYSE: RBA) (TSX: RBA), the trusted global marketplace for insights, services and transaction solutions for commercial assets and vehicles, today announced the appointment of Steve Lewis as Chief Operating Officer, effective Sept. 3, 2024. Mr. Lewis brings e

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 28, 2024 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Numb

Exhibit 99.1 – News Release

Exhibit 99.1 – News Release RB Global reports second quarter 2024 results WESTCHESTER, IL, August 6, 2024 – RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months ended June 30, 2024. "I am proud of our teammates as they continue to demonstrate operational excellence and financial discipline to drive consiste

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13425 RB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 6, 2024 RB Global, Inc. (Exact Name of Registrant as Specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 6, 2024 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification

Exhibit 99.1 – News Release

Exhibit 99.1 – News Release RB Global reports first quarter 2024 results WESTCHESTER, IL, May 9, 2024 – RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months ended March 31, 2024. "Our solid start to the year directly reflects our "One Team-All In" culture and our dedication to over delivering on our commitm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 9, 2024 RB Global, Inc. (Exact Name of Registrant as Specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 9, 2024 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification) T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13425 RB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 7, 2024 RB Global, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 7, 2024 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ☐ Defin

Non-Employee Director Global Restricted Share Unit Award Agreement (Deferred) under the RB Global, Inc. 2023 Share Incentive Plan

ACTIVE/123716978.6 Non-Employee Director (Deferred) GLOBAL RESTRICTED SHARE UNIT AWARD AGREEMENT (DEFERRED) UNDER THE RB GLOBAL, INC. 2023 SHARE INCENTIVE PLAN Name of Grantee: No. of Restricted Share Units: Grant Date: Vesting Commencement Date: Please Note: As detailed herein, please be aware and consider the provisions of this Agreement (particularly, Paragraph 3 of this Agreement) that impose

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13425 RB Glob

Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Andrew Fesler, dated December 13, 2023

Page 1 of 19 EMPLOYMENT AGREEMENT Between: ANDREW JOHN FESLER (the “Executive”) And: RITCHIE BROS.

Non-Employee Director Global Restricted Share Unit Award Agreement under the RB Global, Inc. 2023 Share Incentive Plan

ACTIVE/124197899.3 Non-Employee Directors GLOBAL RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE RB GLOBAL, INC. 2023 SHARE INCENTIVE PLAN Name of Grantee: No. of Restricted Share Units: Grant Date: Please Note: As detailed herein, please be aware and consider the provisions of this Agreement (particularly, Paragraph 3 of this Agreement) that impose limitations and forfeiture consequences in relat

Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Eric Guerin dated December 11, 2023

Page 1 of 19 EMPLOYMENT AGREEMENT Between: ERIC JOHN GUERIN (the “Executive”) And: RITCHIE BROS.

List of Company Subsidiaries

Name of subsidiary Incorporation Ownership Interest Principal activity Rouse Services LLC USA (California) 100% Auction Services Rouse Appraisals LLC USA (California) 100% Appraisal Services Rouse Sales LLC USA (California) 100% Auction Services Rouse Analytics LLC USA (California) 100% Auction Services RBA Holdings Inc.

Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and James Kessler dated December 20, 2023

Page 1 of 20 EMPLOYMENT AGREEMENT Between: JAMES KESSLER (the “Executive”) And: RITCHIE BROS.

(incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10‐K filed on February 28, 2024)

AMENDED AND RESTATED EXECUTIVE COMPENSATION CLAWBACK POLICY (November 7, 2023) Purpose In response to requirements set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act, RB Global, Inc.

Email from Ann Fandozzi, dated February 21, 2024

Exhibit 17.1 From: Ann Fandozzi Subject: Resignation as Director of RB Global Date: February 21, 2024 at 23:24:39 MST To: Erik Olsson; Bob Elton Mr. Erik Olsson Chairman of the Board of Directors of RB Global Inc. Re: Resignation as Director of RB Global Inc. (the “Company”) Mr. Olsson: Effective as of the date of this letter, I hereby resign from my position as a director of the Company (includin

Exhibit 99.1 – News Release

Exhibit 99.1 – News Release RB Global reports fourth quarter and full year 2023 results WESTCHESTER, IL, February 23, 2024 – RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months and year ended December 31, 2023. “All of our sectors contributed to solid GTV growth, fueled by our team's dedication to consiste

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 21, 2024 RB Global, Inc. (Exact Name of Registrant as Spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 21, 2024 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identificat

RBA / RB Global, Inc. / Independent Franchise Partners LLP Passive Investment

SC 13G 1 ifp-rba123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RB Global, Inc. (Name of Issuer) Common shares (Title of Class of Securities) 74935Q107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

RBA / RB Global, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01786-rbglobalinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: RB Global Inc Title of Class of Securities: Common Stock CUSIP Number: 74935Q107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule

RBA / RB Global, Inc. / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* RB GLOBAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 74935Q107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 30, 2024 RB Global, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 30, 2024 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 RB Global, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Num

RB Global, Inc. Declares Quarterly Dividend

Exhibit 99.1 RB Global, Inc. 2 Westbrook Corporate Center Westchester, IL Tel: 708-492-7282 rbglobal.com RB Global, Inc. Declares Quarterly Dividend WESTCHESTER, IL, January 22, 2024 – RB Global, Inc. (NYSE and TSX: RBA) announces that its Board of Directors has declared a quarterly cash dividend of US$0.27 per common share, payable on March 1, 2024 to shareholders of record on February 9, 2024. T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 22, 2023 RB Global, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 22, 2023 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 15, 2023 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Nu

RB Global Appoints Eric J. Guerin as Chief Financial Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE RB Global Appoints Eric J. Guerin as Chief Financial Officer WESTCHESTER, IL, December 12, 2023 – RB Global, Inc. (NYSE: RBA) (TSX: RBA), a trusted global marketplace for insights, services and transaction solutions for commercial assets and vehicles, today announced the appointment of Eric J. Guerin as Chief Financial Officer, effective January 15, 2024. Mr. Gue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 RB Global, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-1342

RB Global reports strong third quarter 2023 results

Exhibit 99.1 – News Release RB Global reports strong third quarter 2023 results WESTCHESTER, IL, November 9, 2023 – RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months ended September 30, 2023. “Our strong GTV growth was driven by every sector and underscores our team's dedication and commitment to being t

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 9, 2023 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identificati

CA74935Q1072 / RB Global Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv0001-rbglobalinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: RB Global Inc. Title of Class of Securities: Common Stock CUSIP Number: 74935Q107 Date of Event Which Requires Filing of this Statement: September 29, 2023 Check the appropriate box to designate the rule pursuant to which this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 RB Global, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number

Three months ended June 30,

Exhibit 99.2 – News Release RB Global reports second quarter 2023 results Reports strong financial results and significant progress on integration WESTCHESTER, IL, August 3, 2023 – RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months ended June 30, 2023. Second Quarter Financial Highlights1, 2,3: ● GTV incr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 2, 2023 RB Global, Inc. (Exact Name of Registrant as Specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 2, 2023 RB Global, Inc. (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification

RB Global Announces Leadership Changes Jim Kessler, Most Recently President and Chief Operating Officer, Appointed Chief Executive Officer Kessler Assumes CEO Role with Strong Record of Driving Transformative Growth and Guiding Industry Leading, Cust

Exhibit 99.1 FOR IMMEDIATE RELEASE RB Global Announces Leadership Changes Jim Kessler, Most Recently President and Chief Operating Officer, Appointed Chief Executive Officer Kessler Assumes CEO Role with Strong Record of Driving Transformative Growth and Guiding Industry Leading, Customer Focused Organizations Megan Cash Appointed Principal Finance and Accounting Officer Company Announces Strong P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13425 RB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 12, 2023 RB Global, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 12, 2023 RB Global, Inc. (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number

Articles of Amendment.

Exhibit 3.1 Certificate of Amendment Certificat de modification Canada Business Corporations Act Loi canadienne sur les sociétés par actions RB Global, Inc. Corporate name / Dénomination sociale 344401-5 Corporation number / Numéro de société I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the att

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 Ritchie Bros. Auctio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (C

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 10, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Em

Ritchie Bros. Auctioneers Incorporated 2023 Share Incentive Plan.

Exhibit 10.1 RITCHIE BROS. AUCTIONEERS INCORPORATED 2023 SHARE INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Ritchie Bros. Auctioneers Incorporated 2023 Share Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Ritchie Bros. A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13425 Ri

Three months ended March 31,

Exhibit 99.1 – News Release Ritchie Bros. reports first quarter 2023 results Reports strong financial results and progress on integration VANCOUVER, May 10, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, the “Company”, “Ritchie Bros.”, “we”, “us”, or “our”) reported the following results for the three months ended March 31, 2023. “We believe Ritchie Bros.’ excellent first quarter

Ritchie Bros. Auctioneers Incorporated 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 10, 2023)

Exhibit 10.2 RITCHIE BROS. AUCTIONEERS INCORPORATED 2023 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Ritchie Bros. Auctioneers Incorporated 2023 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Ritchie Bros. Auctioneers Incorporated (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase common shares in the capital of

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common S

As filed with the Securities and Exchange Commission on May 9, 2023

As filed with the Securities and Exchange Commission on May 9, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ¨ Defi

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

RBA / RB Global Inc / Starboard Value LP - RITCHIE BROS AUCTIONEERS INC Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ritchie Bros. Auctioneers Incorporated (Name of Issuer) Common Shares, without par value (Title of Class of Securities) 767744105 (CUSIP N

Letter from Ernst & Young LLP, Chartered Professional Accountants, Canada, dated April 5, 2023.

Exhibit 16.1 April 5, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated April 5, 2023, of Ritchie Bros. Auctioneers Incorporated and are in agreement with the statements contained in the first, second, third and fourth paragraphs therein. We have no basis to agree or disagree with other statements of the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 Ritchie Bros. Aucti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdicti

Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial information of Ritchie Bros. Auctioneers Incorporated (“RBA”) has been prepared in accordance with Article 11 of Regulation S-X, and presents the combination of the historical financial information of RBA and IAA, Inc. (“IAA”) adjusted to give effect to the Mergers and the

As filed with the U.S. Securities and Exchange Commission on April 4, 2023

As filed with the U.S. Securities and Exchange Commission on April 4, 2023 Registration No. 333-268787 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RITCHIE BROS. AUCTIONEERS INCORPORATED (Exact name of registrant as specified in its charter) Canada (State or oth

Index to Financial Statements

Exhibit 99.1 Index to Financial Statements Page IAA, Inc. Report of Independent Registered Public Accounting Firm (PCAOB ID 185) 2 Consolidated Statements of Income for the Fiscal Years Ended January 1, 2023, January 2, 2022 and December 20, 2020 5 Consolidated Statements of Comprehensive Income for the Fiscal Years Ended January 1, 2023, January 2, 2022 and December 27, 2020 6 Consolidated Balanc

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee(3)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdicti

Supplemental Indenture, dated as of March 20, 2023, by and between Ritchie Bros. Holdings Inc., as issuer, the parties that are signatories thereto as Subsidiary Guarantors, as subsidiary guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on March 21, 2023)

Exhibit 4.4 SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Supplemental Indenture (this “Supplemental Indenture”), dated as of March 20, 2023, among the entities listed on Schedule I hereto (the “Guaranteeing Entities” and each, a “Guaranteeing Entity”), Ritchie Bros. Holdings Inc., a Washington corporation (the “Company”), and U.S. Bank Trust Company, National Association, as tru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2023 Ritchie Bros. Auct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

Intercreditor Agreement, dated as of March 20, 2023, by and between Bank of America, N.A., as administrative agent, and U.S. Bank Trust Company, National Association, as collateral agent, and consented to by the Company and the subsidiaries of the Company party to such consent as grantors of Collateral (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on March 21, 2023)

Exhibit 4.5 Execution Version FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT This FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT, dated as of March 20, 2023 among Bank of America, N.A., as administrative agent for the Credit Agreement Secured Parties (in such capacity and together with its successors and assigns from time in such capacity, and together with any Replacement Representative or Replacem

Supplemental Indenture, dated as of March 20, 2023, by and between Ritchie Bros. Holdings Inc., as issuer, the parties that are signatories thereto as Subsidiary Guarantors, as subsidiary guarantors, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 21, 2023)

Exhibit 4.2 SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Supplemental Indenture (this “Supplemental Indenture”), dated as of March 20, 2023, among the entities listed on Schedule I hereto (the “Guaranteeing Entities” and each, a “Guaranteeing Entity”), Ritchie Bros. Holdings Inc., a Washington corporation (the “Company”), and U.S. Bank Trust Company, National Association, as tru

Ritchie Bros. Completes Acquisition of IAA, Creating a Premier Global Marketplace Leader

Exhibit 99.1 News Release Ritchie Bros. Completes Acquisition of IAA, Creating a Premier Global Marketplace Leader Combined Company Positioned for Growth and Shareholder Value Creation VANCOUVER, BC, March 20, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) today announced that it has completed its acquisition of IAA, Inc. (“IAA”). As previously announced on January 23, 2023,

Up to 7,584,481 Common Shares

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration Statement No. 333-270559 PROSPECTUS Up to 7,584,481 Common Shares On January 22, 2023, Ritchie Bros. Auctioneers Incorporated (the “Company”, “we” or “us”) entered into a securities purchase agreement with certain funds affiliated with Starboard Value LP (the “Purchasers”), and, for certain purposes, Starboard Value LP and Jeffrey C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 Ritchie Bros. Auct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3ASR (Form Type) Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Security(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity

Indenture, dated as of March 15, 2023, among Ritchie Bros. Auctioneers Incorporated, Ritchie Bros. Holdings Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to Ritchie Bros. Holdings Inc.’s 7.750% Senior Notes due 2031 (includes form of note) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 15, 2023)

Exhibit 4.2 Execution Version RITCHIE BROS. HOLDINGS INC. 7.750% SENIOR NOTES DUE 2031 INDENTURE Dated as of March 15, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Page Section 1.01 Definitions 1 Section 1.02 Other Definitions 29 Section 1.03 Rules of Construction 30 Article 2 THE NOTES Section 2.01 Form and Datin

1

Exhibit 99.3 News Release Ritchie Bros. Announces Closing of Senior Notes Offering to Partially Fund IAA Merger VANCOUVER, BC – March 15, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, “Ritchie Bros.,” the “Company,” “we,” “us” or “our”), today announced that its subsidiary, Ritchie Bros. Holdings Inc. (the “Issuer”), has closed an offering of (a) $550 million aggregate principal

ESCROW AND SECURITY AGREEMENT

  Exhibit 99.2   Execution Version     ESCROW AND SECURITY AGREEMENT   among   RITCHIE BROS. HOLDINGS INC.,   U.S. Bank TRUST COMPANY, National Association,   as Escrow Agent,   and   U.S. Bank TRUST COMPANY, National Association,   as Trustee   Dated as of March 15, 2023           ESCROW AND SECURITY AGREEMENT (this “Agreement”) made this 15th day of March, 2023, by and among Ritchie Bros. Holdin

ESCROW AND SECURITY AGREEMENT

  Exhibit 99.1   Execution Version     ESCROW AND SECURITY AGREEMENT   among   RITCHIE BROS. HOLDINGS INC.,   U.S. Bank TRUST COMPANY, National Association,   as Escrow Agent,   and   U.S. Bank TRUST COMPANY, National Association,   as Trustee   Dated as of March 15, 2023           ESCROW AND SECURITY AGREEMENT (this “Agreement”) made this 15th day of March, 2023, by and among Ritchie Bros. Holdin

ESCROW AND SECURITY AGREEMENT

  Exhibit 99.1   Execution Version     ESCROW AND SECURITY AGREEMENT   among   RITCHIE BROS. HOLDINGS INC.,   U.S. Bank TRUST COMPANY, National Association,   as Escrow Agent,   and   U.S. Bank TRUST COMPANY, National Association,   as Trustee   Dated as of March 15, 2023           ESCROW AND SECURITY AGREEMENT (this “Agreement”) made this 15th day of March, 2023, by and among Ritchie Bros. Holdin

As filed with the Securities and Exchange Commission on March 15, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 15, 2023 No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) 1. Name of the Registrant: Ritchie Bros. Auctioneers Incorporated 2. Name of Person Relying on Exemption: David E. Ritchie and C. Russell Cmolik 3. Address of Person Relying on the Exemption: c/o Cmolik Foundation 210-2121 152nd Street Surrey, BC, Canada V4A 4P1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2023 Ritchie Bros. Auct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2023 Ritchie Bros. Auct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

ESCROW AND SECURITY AGREEMENT

  Exhibit 99.2   Execution Version     ESCROW AND SECURITY AGREEMENT   among   RITCHIE BROS. HOLDINGS INC.,   U.S. Bank TRUST COMPANY, National Association,   as Escrow Agent,   and   U.S. Bank TRUST COMPANY, National Association,   as Trustee   Dated as of March 15, 2023           ESCROW AND SECURITY AGREEMENT (this “Agreement”) made this 15th day of March, 2023, by and among Ritchie Bros. Holdin

Indenture, dated as of March 15, 2023, among Ritchie Bros. Auctioneers Incorporated, Ritchie Bros. Holdings Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to Ritchie Bros. Holdings Inc.’s 7.750% Senior Notes due 2031 (includes form of note).

Exhibit 4.2 Execution Version RITCHIE BROS. HOLDINGS INC. 7.750% SENIOR NOTES DUE 2031 INDENTURE Dated as of March 15, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Page Section 1.01 Definitions 1 Section 1.02 Other Definitions 29 Section 1.03 Rules of Construction 30 Article 2 THE NOTES Section 2.01 Form and Datin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2023 Ritchie Bros. Auct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

Indenture, dated as of March 15, 2023, among Ritchie Bros. Auctioneers Incorporated, Ritchie Bros. Holdings Inc. and U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank Trust Company, National Association, as collateral agent, relating to Ritchie Bros. Holdings Inc.’s 6.750% Senior Secured Notes due 2028 (includes form of note) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 15, 2023)

Exhibit 4.1 Execution Version RITCHIE BROS. HOLDINGS INC. 6.750% SENIOR SECURED NOTES DUE 2028 INDENTURE Dated as of March 15, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee and Notes Collateral Agent TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 33 Section 1.03 Rules of Construction 34 Article 2 TH

Indenture, dated as of March 15, 2023, among Ritchie Bros. Auctioneers Incorporated, Ritchie Bros. Holdings Inc. and U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank Trust Company, National Association, as collateral agent, relating to Ritchie Bros. Holdings Inc.’s 6.750% Senior Secured Notes due 2028 (includes form of note).

Exhibit 4.1 Execution Version RITCHIE BROS. HOLDINGS INC. 6.750% SENIOR SECURED NOTES DUE 2028 INDENTURE Dated as of March 15, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee and Notes Collateral Agent TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 33 Section 1.03 Rules of Construction 34 Article 2 TH

1

EX-99.3 6 tm238171d2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 News Release Ritchie Bros. Announces Closing of Senior Notes Offering to Partially Fund IAA Merger VANCOUVER, BC – March 15, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, “Ritchie Bros.,” the “Company,” “we,” “us” or “our”), today announced that its subsidiary, Ritchie Bros. Holdings Inc. (the “Issuer”), has closed an offer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2023 Ritchie Bros. Auct

425 1 tm238171d28k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jur

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFAN14A 1 tm238938d1dfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Pr

Ritchie Bros. Urges Shareholders to Vote Today “FOR” Proposed Acquisition of IAA IAA Acquisition Accelerates Ritchie Bros.’ Growth Strategy and Is a Unique Opportunity to Deliver Returns Significantly in Excess of Standalone Value Independent Proxy A

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Ritchie Bros. Declares Special Cash Dividend Payment of Dividend Contingent upon Closing of IAA Transaction

Exhibit 99.1 Ritchie Bros. Declares Special Cash Dividend Payment of Dividend Contingent upon Closing of IAA Transaction VANCOUVER, BC, March 7, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) (“Ritchie Bros.”) today announced that its Board of Directors declared a special cash dividend (the "special dividend") on Ritchie Bros.’ outstanding common shares of US$1.08 per share,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2023 Ritchie Bros. Aucti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

Ritchie Bros. Declares Special Cash Dividend Payment of Dividend Contingent upon Closing of IAA Transaction

Exhibit 99.1 Ritchie Bros. Declares Special Cash Dividend Payment of Dividend Contingent upon Closing of IAA Transaction VANCOUVER, BC, March 7, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) (“Ritchie Bros.”) today announced that its Board of Directors declared a special cash dividend (the "special dividend") on Ritchie Bros.’ outstanding common shares of US$1.08 per share,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2023 Ritchie Bros. Aucti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

Ritchie Bros. Urges Shareholders to Vote Today “FOR” Proposed Acquisition of IAA IAA Acquisition Accelerates Ritchie Bros.’ Growth Strategy and Is a Unique Opportunity to Deliver Returns Significantly in Excess of Standalone Value Independent Proxy A

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

POWER OF ATTORNEY

EX-24.1 2 p23-1012exh241.htm POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY The undersigned hereby appoints Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of t

Shareholders may also visit www.RBASpecialMeeting.com for additional information

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 99.4 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common shares of Ritchie Bros. Auctioneers Incorporated. This Joint Filin

RBA / RB Global Inc / Starboard Value LP - RITCHIE BROS. AUCTIONEERS INCORPORATED Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* Ritchie Bros. Auctioneers Incorporated (Name of Issuer) Common Shares, without par value (Title of Class of Securities) 767744105 (CUSIP Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

Shareholders may also visit www.RBASpecialMeeting.com for additional information

425 1 tm237903-3425.htm FORM 425 This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to

Time Is Short. Vote Electronically by Internet or Telephone Prior to March 10, 2023 to Be Sure Your Vote Is Received in Time to Be Counted Please Vote Now on the WHITE Proxy Card!

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Information about the meeting is also available at www.RBASpecialMeeting.com

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Information about the meeting is also available at www.RBASpecialMeeting.com

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Time Is Short. Vote Electronically by Internet or Telephone Prior to March 10, 2023 to Be Sure Your Vote Is Received in Time to Be Counted Please Vote Now on the WHITE Proxy Card!

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Ritchie Bros. Announces Pricing of Senior Notes Offering to Partially Fund IAA Merger

Exhibit 99.1 News Release Ritchie Bros. Announces Pricing of Senior Notes Offering to Partially Fund IAA Merger VANCOUVER, BC – March 1, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, “Ritchie Bros.,” the “Company,” “we,” “us” or “our”), today announced that it has priced its previously announced offering of (a) $550 million aggregate principal amount of 6.750% senior secured note

Ritchie Bros. Announces Pricing of Senior Notes Offering to Partially Fund IAA Merger

Exhibit 99.1 News Release Ritchie Bros. Announces Pricing of Senior Notes Offering to Partially Fund IAA Merger VANCOUVER, BC – March 1, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, “Ritchie Bros.,” the “Company,” “we,” “us” or “our”), today announced that it has priced its previously announced offering of (a) $550 million aggregate principal amount of 6.750% senior secured note

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2023 Ritchie Bros. Aucti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2023 Ritchie Bros. Aucti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

Ritchie Bros. Holdings Inc. $800,000,000 7.750% Senior Notes due 2031 $550,000,000 6.750% Senior Secured Notes due 2028 Purchase Agreement

Exhibit 99.1 Ritchie Bros. Holdings Inc. $800,000,000 7.750% Senior Notes due 2031 $550,000,000 6.750% Senior Secured Notes due 2028 Purchase Agreement March 1, 2023 Goldman Sachs & Co. LLC As representative of the several Purchasers named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Ladies and Gentlemen: Ritchie Bros. Holdings Inc., a Washington c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2023 Ritchie Bros. Aucti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

Ritchie Bros. Holdings Inc. $800,000,000 7.750% Senior Notes due 2031 $550,000,000 6.750% Senior Secured Notes due 2028 Purchase Agreement

Exhibit 99.1 Ritchie Bros. Holdings Inc. $800,000,000 7.750% Senior Notes due 2031 $550,000,000 6.750% Senior Secured Notes due 2028 Purchase Agreement March 1, 2023 Goldman Sachs & Co. LLC As representative of the several Purchasers named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Ladies and Gentlemen: Ritchie Bros. Holdings Inc., a Washington c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2023 Ritchie Bros. Aucti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation)

Summary Unaudited Pro Forma Condensed Combined Financial Information and Other Data

EX-99.1 2 tm237909d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Summary Unaudited Pro Forma Condensed Combined Financial Information and Other Data The summary unaudited pro forma condensed combined financial information and other data set forth below give effect to the Mergers and the other related events contemplated by the Merger Agreement, as described in the section entitled “Unaudited Pro Forma Con

1

Exhibit 99.2 News Release Ritchie Bros. Announces Senior Notes Offering to Partially Fund IAA Merger VANCOUVER, BC – February 28, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, “Ritchie Bros.,” the “Company,” “we,” “us” or “our”), today announced that Ritchie Bros. Holdings Inc., a Washington corporation and wholly-owned subsidiary of Ritchie Bros. (the “Issuer”), intends to comme

Summary Unaudited Pro Forma Condensed Combined Financial Information and Other Data

Exhibit 99.1 Summary Unaudited Pro Forma Condensed Combined Financial Information and Other Data The summary unaudited pro forma condensed combined financial information and other data set forth below give effect to the Mergers and the other related events contemplated by the Merger Agreement, as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” inclu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2023 Ritchie Bros. A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporati

RITCHIE BROS. - PRE RECORDED MESSAGE SCRIPT

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2023 Ritchie Bros. A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2023 Ritchie Bros. Auctioneers Incorporated (Exact name of registrant as specified in its charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporati

1

EX-99.2 3 tm237909d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 News Release Ritchie Bros. Announces Senior Notes Offering to Partially Fund IAA Merger VANCOUVER, BC – February 28, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, “Ritchie Bros.,” the “Company,” “we,” “us” or “our”), today announced that Ritchie Bros. Holdings Inc., a Washington corporation and wholly-owned subsidiary of Ri

Information about the meeting is also available at www.RBASpecialMeeting.com

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Ritchie Bros. Auctioneers Incorporated 2. Name of Person Relying on Exemption: Ancora Alternatives LLC 3. Address of Person Relying on the Exemption: C/O ANCORA HOLDINGS GROUP, LLC 6060 Parkland Boulevard, Suite 200 Cl

Fred DiSanto Bloomberg Markets Interview Transcript – February 22, 2023 BNN Bloomberg

Exhibit 99.1 Fred DiSanto Bloomberg Markets Interview Transcript – February 22, 2023 BNN Bloomberg Jon Erlichman: Let’s bring on a shareholder who is in favor of this deal, Fred DiSanto is chairman and CEO of Ancora Group. Fred, thanks very much for your time today. We appreciate it. Fred DiSanto: Hey Jon, thanks for having me and I appreciate it also. Jon Erlichman: Well, it’s interesting. Someti

EX-99.2

Exhibit 99.2

4Q 2022 Earnings Conference Call Transcript

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Investor Update Ritchie Bros.’ Acquisition of IAA February 22, 2023 Forward - Looking Statements This presentation contains information relating to a proposed business combination transaction between Ritchie Bros . Auctioneers Incorporated (“RBA”) an

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

RITCHIE BROS. HAS ATTRACTIVE STANDALONE PROSPECTS. WITH IAA, WE CAN CREATE EVEN MORE SHAREHOLDER VALUE – AND DO IT FASTER

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

List of Company Subsidiaries

Exhibit 21.1 Name of subsidiary Incorporation Ownership Interest Principal activity Ritchie Bros. Holdings Inc. USA (Washington) 100% Holding company RBA Holdings Inc. USA (Delaware) 100% Holding company Ritchie Bros. Auctioneers (America) Inc. USA (Washington) 100% Auction services Ritchie Bros. Properties Inc. USA (Washington) 100% Property management Ritchie Bros. Financial Services (America) I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13425 Ritchie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 21, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 21, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 21, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 21, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.

Three months ended December 31,

Exhibit 99.1 – News Release Ritchie Bros. reports fourth quarter 2022 results Achieves full year record GTV of $6.0 billion VANCOUVER, February 21, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, the “Company”, “Ritchie Bros.”, “we”, “us”, or “our”) reported the following results for the fourth quarter, for the three months ended December 31, 2022. (All figures are presented in U.S

Three months ended December 31,

Exhibit 99.1 – News Release Ritchie Bros. reports fourth quarter 2022 results Achieves full year record GTV of $6.0 billion VANCOUVER, February 21, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, the “Company”, “Ritchie Bros.”, “we”, “us”, or “our”) reported the following results for the fourth quarter, for the three months ended December 31, 2022. (All figures are presented in U.S

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) 1. Name of the Registrant: Ritchie Bros. Auctioneers Incorporated 2. Name of Person Relying on Exemption: Deep Field Asset Management LLC 3. Address of Person Relying on the Exemption: 9355 Wilshire Boulevard Suite 350 Beverly Hills, CA 90210 4. Written Material

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 13, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

Ritchie Bros. announces preliminary fourth quarter & full year 2022 financial results

Exhibit 99.1 News Release Ritchie Bros. announces preliminary fourth quarter & full year 2022 financial results VANCOUVER, February 13, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, the “Company”, “Ritchie Bros.”, “we”, “us”, or “our”) announced today certain preliminary, unaudited financial results for the fourth quarter and full year 2022. (All figures are presented in U.S. dol

Ritchie Bros. Ritchie Bros. + IAA IAA Yard in Clewiston, Florida IAA Will Catapult Ritchie Bros.’ Standalone Yard Strategy to a Whole New Level Satellite Yards • Longer to stand-up (10 per year) • Higher real estate costs • Smaller size and less capa

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

JOINT LETTER TO SHAREHOLDERS OF RITCHIE BROS. AUCTIONEERS INCORPORATED AND STOCKHOLDERS OF IAA, INC.

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-268787     JOINT LETTER TO SHAREHOLDERS OF RITCHIE BROS. AUCTIONEERS INCORPORATED AND STOCKHOLDERS OF IAA, INC. Dear RBA Shareholders and IAA Stockholders: The Mergers On November 7, 2022, Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“RBA”), entered into an Agreement and Plan of

As filed with the U.S. Securities and Exchange Commission on February 8, 2023

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 8, 2023 Registration No. 333-268787 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RITCHIE BROS. AUCTIONEERS INCORPORATED (Exact name of registrant as specified in its charter) Canada 7389 98-0626225 (St

Securities and Investment Services Provided by Goldman Sachs & Co. LLC

Exhibit 99.2 200 West Street | New York, NY 10282-2198 Tel: 212-902-1000 | Fax: 212-902-3000 February 8, 2023 The Board of Directors Ritchie Bros. Auctioneers Incorporated 9500 Glenlyon Parkway Burnaby, British Columbia, Canada V5J 0C6 Re: Amendment No. 2 to the Registration Statement on Form S-4 of Ritchie Bros. Auctioneers Incorporated (File no. 333-268787), filed February 8, 2023 (the “Registra

February 8, 2023

Exhibit 99.3 February 8, 2023 The Board of Directors Ritchie Bros. Auctioneers Incorporated 9500 GlenlyonParkway Burnaby, British Columbia, Canada V5J 0C6 Re: Consent for Fairness Opinion Disclosure Members of the Board: Guggenheim Securities, LLC ("Guggenheim Securities") hereby consents to (i) the inclusion of our opinion letter dated January 22, 2023 (the "Opinion") to the Board of Directors of

CONSENT OF J.P. MORGAN SECURITIES LLC

EX-99.10 7 ny20005846x4ex99-10.htm EXHIBIT 99.10 Exhibit 99.10 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated January 22, 2023 to the Board of Directors of IAA, Inc. (the “Company”) included in Annex F to the joint proxy statement/prospectus, dated as of the date hereof, which forms a part of Amendment No. 2 to the registration statement on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Ritchie Bros. Auctioneers Incorporated 2. Name of Person Relying on Exemption: Ancora Alternatives LLC 3. Address of Person Relying on the Exemption: C/O ANCORA HOLDINGS GROUP, LLC 6060 Parkland Boulevard, Suite 200 Cl

EXHIBIT 99.1: INVESTOR PRESENTATION

THECOMPELLINGVALUECREATIONOPPORTUNITYFROMTHEIAA-RBACOMBINATION Prepared byAncoraAlternatives February2023AncoraAlternatives LLC 2 The materials contained herein (the “Materials”) represent the opinions of Ancora Holdings Group, LLC (together with its affiliates, “Ancora”) and are based on publicly available information with respect to IAA, Inc.

RBA / Ritchie Bros. Auctioneers Inc / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* RITCHIE BROS. AUCTIONEERS INCORPORATED (Name of Issuer) Common Stock (Title of Class of Securities) 767744105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

February 8, 2023

CORRESP 1 filename1.htm February 8, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Daniel Duchovny Re: Ritchie Bros. Auctioneers Incorporated Amendment No. 1 to Registration Statement on Form S-4 Filed February 1, 2023 File No. 333-268787 Ladies and Gentlemen: This letter is submitted on behalf of Ritchie Bros.

[Signature Page Follows]

February 8, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

PRRN14A 1 tm235105d1prer14a.htm PRRN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) 1. Name of the Registrant: Ritchie Bros. Auctioneers Incorporated 2. Name of Person Relying on Exemption: Deep Field Asset Management LLC 3. Address of Person Relying on the Exemption: 9355 Wilshire Boulevard Suite 350 Beverly Hills, CA 90210 4. Written Material

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 Ritchie Bros. Au

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporatio

Consent to be Named as a Director Nominee or Designee

Exhibit 99.9 Consent to be Named as a Director Nominee or Designee In connection with the filing by Ritchie Bros. Auctioneers Incorporated (the “Company”) of the Registration Statement on Form S-4 (as amended or supplemented, the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant

Articles of Amendment, dated February 1, 2023.

Exhibit 3.1 Certificate of Amendment Loi canadienne sur les sociétés par actions Canada Business Corporations Act Certificat de modification RITCHIE BROS. AUCTIONEERS INCORPORATED 344401-5 Corporate name / Dénomination sociale Corporation number / Numéro de société Hantz Prosper Date of amendment (YYYY-MM-DD) Date de modification (AAAA-MM-JJ) Director / Directeur 2023-02-01 I HEREBY CERTIFY that t

Registration Rights Agreement, dated as of February 1, 2023, by and among Ritchie Bros. Auctioneers Incorporated and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 1, 2023)

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 1, 2023, by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada, with headquarters located at 9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6 (the "Company"), the investors listed on the Schedule of Buyers attached here

Securities and Investment Services Provided by Goldman Sachs & Co. LLC

Exhibit 99.2 200 West Street | New York, NY 10282-2198 Tel: 212-902-1000 | Fax: 212-902-3000 February 1, 2023 The Board of Directors Ritchie Bros. Auctioneers Incorporated 9500 Glenlyon Parkway Burnaby, British Columbia, Canada V5J 0C6 Re: Amendment No. 1 to the Registration Statement on Form S-4 of Ritchie Bros. Auctioneers Incorporated (File no. 333-268787), filed February 1, 2023 (the “Registra

Consent to be Named as a Director Nominee

Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Ritchie Bros. Auctioneers Incorporated (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to b

As filed with the U.S. Securities and Exchange Commission on February 1, 2023

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 1, 2023 Registration No. 333-268787 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RITCHIE BROS. AUCTIONEERS INCORPORATED (Exact name of registrant as specified in its charter) Canada 7389 98-0626225 (St

EX-99.12

Exhibit 99.12

Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 1, 2023)

Exhibit 3.1 Certificate of Amendment Loi canadienne sur les sociétés par actions Canada Business Corporations Act Certificat de modification RITCHIE BROS. AUCTIONEERS INCORPORATED 344401-5 Corporate name / Dénomination sociale Corporation number / Numéro de société Hantz Prosper Date of amendment (YYYY-MM-DD) Date de modification (AAAA-MM-JJ) Director / Directeur 2023-02-01 I HEREBY CERTIFY that t

CONSENT OF J.P. MORGAN SECURITIES LLC

Exhibit 99.10 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated January 22, 2023 to the Board of Directors of IAA, Inc. (the “Company”) included in Annex F to the joint proxy statement/prospectus, dated as of the date hereof, which forms a part of Amendment No. 1 to the registration statement on Form S-4 (the “Registration Statement”) relating to th

February 1, 2023

Exhibit 99.3 February 1, 2023 The Board of Directors Ritchie Bros. Auctioneers Incorporated 9500 GlenlyonParkway Burnaby, British Columbia, Canada V5J 0C6 Re: Consent for Fairness Opinion Disclosure Members of the Board: Guggenheim Securities, LLC ("Guggenheim Securities") hereby consents to (i) the inclusion of our opinion letter dated January 22, 2023 (the "Opinion") to the Board of Directors of

Calculation of Filing Fee Tables Form S-4 (Form Type) Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of

EX-99.11

Exhibit 99.11

Registration Rights Agreement, dated as of February 1, 2023, by and among Ritchie Bros. Auctioneers Incorporated and the Purchasers named therein.

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 1, 2023, by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada, with headquarters located at 9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6 (the "Company"), the investors listed on the Schedule of Buyers attached here

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) 1. Name of the Registrant: Ritchie Bros. Auctioneers Incorporated 2. Name of Person Relying on Exemption: Janus Henderson Investors US LLC 3. Address of Person Relying on the Exemption: 151 Detroit Street, Denver CO 80206 4. Written Material. The following writt

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, by and among the Company, Parent, Ritchie Bros. Holdings Inc., a Washingt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

Amendment to the Agreement and Plan of Merger and Reorganization, dated January 22, 2023, by and among Ritchie Bros. Auctioneers Incorporated, Ritchie Bros, Holdings Inc., Impala Merger Sub I, LLC, Impala Merger Sub II, LLC, and IAA, Inc.

Exhibit 2.1 Execution Version AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated as of January 22, 2023 (the “Amendment Date”), is entered into by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), Ritchie Bros. Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2023 Ritchie Bros. Au

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2023 Ritchie Bros. Au

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporatio

Ritchie Bros. Announces $500 Million Strategic Investment from Starboard Value Jeffrey Smith to Be Appointed to the Ritchie Bros. Board Upon IAA Acquisition

Exhibit 99.1 Ritchie Bros. Announces $500 Million Strategic Investment from Starboard Value Jeffrey Smith to Be Appointed to the Ritchie Bros. Board Upon IAA Acquisition VANCOUVER, BC, Jan. 23, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) ("Ritchie Bros.") today announced that it has entered into a securities purchase agreement with Starboard Value LP and certain of its aff

Ritchie Bros. Announces $500 Million Strategic Investment from Starboard Value Jeffrey Smith to Be Appointed to the Ritchie Bros. Board Upon IAA Acquisition

Exhibit 99.1 Ritchie Bros. Announces $500 Million Strategic Investment from Starboard Value Jeffrey Smith to Be Appointed to the Ritchie Bros. Board Upon IAA Acquisition VANCOUVER, BC, Jan. 23, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) ("Ritchie Bros.") today announced that it has entered into a securities purchase agreement with Starboard Value LP and certain of its aff

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporatio

Securities Purchase Agreement, dated as of January 22, 2023, by and among Ritchie Bros. Auctioneers Incorporated, Starboard Value LP, Jeffrey Smith and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 23, 2023)

  Exhibit 10.1   Execution Version   SECURITIES PURCHASE AGREEMENT   SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 22, 2023, by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada, with headquarters located at 9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6 (the "Company"), the investors listed on the Schedul

Ritchie Bros. and IAA Announce Amended Merger Agreement That Enhances Value for Ritchie Bros. Shareholders While Increasing Cash Consideration for IAA Shareholders Amended Agreement Unanimously Approved by the Ritchie Bros. and IAA Boards Following E

Exhibit 99.1 Ritchie Bros. and IAA Announce Amended Merger Agreement That Enhances Value for Ritchie Bros. Shareholders While Increasing Cash Consideration for IAA Shareholders Amended Agreement Unanimously Approved by the Ritchie Bros. and IAA Boards Following Engagement with a Cross-Section of Shareholders New Investor Presentation Released Highlighting the Pending Merger’s Significant Potential

Securities Purchase Agreement, dated as of January 22, 2023, by and among Ritchie Bros. Auctioneers Incorporated, Starboard Value LP, Jeffrey Smith and the purchasers named therein.

  Exhibit 10.1   Execution Version   SECURITIES PURCHASE AGREEMENT   SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 22, 2023, by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada, with headquarters located at 9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6 (the "Company"), the investors listed on the Schedul

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, by and among the Company, Parent, Ritchie Bros. Holdings Inc., a Washingt

Ritchie Bros. and IAA Announce Amended Merger Agreement That Enhances Value for Ritchie Bros. Shareholders While Increasing Cash Consideration for IAA Shareholders Amended Agreement Unanimously Approved by the Ritchie Bros. and IAA Boards Following E

Exhibit 99.1 Ritchie Bros. and IAA Announce Amended Merger Agreement That Enhances Value for Ritchie Bros. Shareholders While Increasing Cash Consideration for IAA Shareholders Amended Agreement Unanimously Approved by the Ritchie Bros. and IAA Boards Following Engagement with a Cross-Section of Shareholders New Investor Presentation Released Highlighting the Pending Merger’s Significant Potential

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporatio

Amendment to the Agreement and Plan of Merger and Reorganization, dated January 22, 2023, by and among Ritchie Bros. Auctioneers Incorporated, Ritchie Bros, Holdings Inc., Impala Merger Sub I, LLC, Impala Merger Sub II, LLC, and IAA, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 22, 2023)

Exhibit 2.1 Execution Version AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated as of January 22, 2023 (the “Amendment Date”), is entered into by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), Ritchie Bros. Holdings, Inc.

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, by and among the Company, Parent, Ritchie Bros. Holdings Inc., a Washingt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PREC14A 1 tm233625d1prec14a.htm PREC14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Pr

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporatio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporatio

Ritchie Bros. Declares Quarterly Dividend

Exhibit 99.1 News Release Ritchie Bros. Declares Quarterly Dividend VANCOUVER, January 16, 2023 – Ritchie Bros. (NYSE and TSX: RBA) announces that its Board of Directors has declared a quarterly cash dividend of US$0.27 per common share, payable on March 3, 2023 to shareholders of record on February 10, 2023. This dividend is considered an eligible dividend for Canadian income tax purposes. About

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 Ritchie Bros. Au

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporatio

Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

425 1 tm231764d1425.htm 425 This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, by and among the Company, Parent, Ritchie Bro

Ritchie Bros. and IAA Announce Receipt of Regulatory Clearances for Proposed Merger

Exhibit 99.1 Ritchie Bros. and IAA Announce Receipt of Regulatory Clearances for Proposed Merger VANCOUVER, BC, and WESTCHESTER, Ill. ? December 20, 2022 - Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) ("Ritchie Bros.?) and IAA, Inc. (NYSE: IAA) (?IAA?), today announced expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of a

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2022 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporati

Ritchie Bros. and IAA Announce Receipt of Regulatory Clearances for Proposed Merger

Exhibit 99.1 Ritchie Bros. and IAA Announce Receipt of Regulatory Clearances for Proposed Merger VANCOUVER, BC, and WESTCHESTER, Ill. ? December 20, 2022 - Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) ("Ritchie Bros.?) and IAA, Inc. (NYSE: IAA) (?IAA?), today announced expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2022 Ritchie Bros. A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2022 Ritchie Bros. Auctioneers Incorporated (Exact Name of Registrant as Specified in Its Charter) Canada 001-13425 98-0626225 (State or other jurisdiction of incorporati