Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisitions and Divestitures

Note 3. Acquisitions and Divestitures

Acquisitions

J.M. Wood

On July 14, 2025, the Company completed the acquisition of 100% of the equity interests in J.M. Wood Auction Co., Inc. (“J.M. Wood”), a privately held auction business located in Montgomery, Alabama, United States. The acquisition is expected to expand the Company's geographic coverage and combines J.M. Wood's regional expertise and customer relationships with the Company's global network and technology.

The Company accounted for the acquisition as a business combination pursuant to ASC 805, Business Combinations. The following table presents the preliminary allocation of the purchase consideration to the major categories of assets acquired and liabilities assumed as of the acquisition date:

Purchase price	$	213.6
Assets acquired and liabilities assumed:
Cash and cash equivalents	6.4
Inventory	8.2
Property, plant, and equipment, net	4.0
Intangible assets	49.9
Other, net	(0.7)
Fair value of identifiable net assets acquired	67.8
Goodwill acquired on acquisition	$	145.8

Approximately $163.6 million of the purchase price, net of cash acquired, was paid on closing with the remainder to be paid in fixed installments on the first, second, and third anniversaries of the closing date. The deferred payments that form part of purchase consideration have been recorded as liabilities at their acquisition-date fair value of $43.1 million, determined by discounting the contractual payments using the Company’s credit-adjusted discount rate, with $13.8 million presented within trade and other liabilities and $29.3 million presented within other non-current liabilities. During the fourth quarter of 2025, the Company recorded a $25.2 million measurement period adjustment to consideration transferred and goodwill. The Company determined that a portion of the deferred payments represents compensation for future services and, accordingly, will be recognized over the requisite service period.

The following table presents the preliminary fair values of the identifiable intangible assets acquired:

Asset	Fair value at acquisition		Weighted-average amortization period
Customer relationships	$	46.0	7 years
Trade names and trademarks	3.9		5 years
Fair value of acquired intangible assets	$	49.9	6.8 years

The purchase price allocation is preliminary as of December 31, 2025. The most significant items pending completion include the finalization of review of the intangible asset valuation report and income taxes. Adjustments to the preliminary allocation, including changes to intangible asset values and related amortization, may be recorded during the measurement period (up to one year from the acquisition date) as additional information becomes available.

The goodwill recognized reflects the expected synergies of the combined company, the assembled workforce of J.M. Wood, and other intangible assets that do not qualify for separate recognition. Substantially all of the goodwill is expected to be deductible for income tax purposes.

Revenue and net income of J.M. Wood included in the consolidated financial statements from the acquisition date are not material, nor are the corresponding pro forma amounts. Revenue of J.M. Wood for the year ended December 31, 2024 was approximately $92.6 million and net income was not material.

IAA

On March 20, 2023, the Company completed its acquisition of IAA, Inc. (“IAA”) for a total purchase price of approximately $6.6 billion. The Company acquired IAA to create a leading omnichannel marketplace for vehicle buyers and sellers. IAA stockholders received $12.80 per share in cash and 0.5252 shares of the Company for each share of IAA common stock they owned (the “Exchange Ratio”). As such, the Company paid $1.7 billion in cash consideration and issued 70.3 million shares of its common stock. In addition, the Company repaid $1.2 billion of IAA’s net debt, which included all outstanding borrowings and unpaid fees under IAA’s credit agreement and $500.0 million principal amount of IAA senior notes, at a redemption price equal to 102.75% of principal plus accrued and unpaid interest.

The Company accounted for the acquisition as a business combination pursuant to ASC 805, Business Combinations. The following table presents the final allocation of the purchase price to the fair value of assets acquired and liabilities assumed:

Purchase price (cash: $1,714.2 million; fair value of common shares issued: $3,712.9 million; repayment of net debt: $1,157.1 million; reimbursement of costs: $48.8 million; and fair value of exchanged equity awards: $13.1 million)	$	6,646.1
Assets acquired:
Cash and cash equivalents	166.6
Trade and other receivables	497.3
Inventory	57.1
Other current assets	28.0
Income taxes receivable	0.6
Property, plant and equipment	618.5
Operating lease right-of-use assets	1,289.7
Other non-current assets	34.8
Intangible assets	2,712.1
Liabilities assumed:
Auction proceeds payable	60.7
Trade and other liabilities	257.0
Current operating lease liability	77.5
Income taxes payable	3.5
Long-term operating lease liability	1,192.7
Other non-current liabilities	24.3
Deferred tax liabilities	689.5
Fair value of identifiable net assets acquired	3,099.5
Goodwill acquired on acquisition	$	3,546.6

The following table presents the final fair values of the identifiable intangible assets acquired:

Asset	Fair value at acquisition		Weighted-average amortization period
Customer relationships	$	2,293.5	15 years
Developed technology	245.2		4 years
Trade names and trademarks	166.6		5 years
Software under development	6.8		—
	$	2,712.1	13.4 years

Goodwill relates to synergies expected to be achieved from the operations of the combined company, the assembled workforce of IAA, and intangible assets that do not qualify for separate recognition. Expected synergies include both increased revenue opportunities and the cost savings from the planned integration of platform infrastructure, facilities, personnel, and systems. The transaction is considered a non-taxable business combination and the goodwill is not deductible for tax purposes.

Other Acquisitions

On November 28, 2025, the Company completed its acquisition of Smith Broughton Pty Ltd (“Smith Broughton”), an Australia based auction business for $31.2 million. The Company accounted for the acquisition as a business combination pursuant to ASC 805, Business Combinations. The purchase price allocation is preliminary as of December 31, 2025 and the purchase price has been allocated primarily to inventory and intangible assets, including customer relationships and goodwill. Goodwill recognized of $8.3 million reflects the expected synergies of the combined company, the assembled workforce, and other intangible assets that do not qualify for separate recognition. Goodwill has been assigned to the Ritchie Bros. reporting unit, and is not expected to be deductible for tax purposes. The identifiable intangible assets are being amortized over their estimated useful lives of five to seven years. Revenue and net income of Smith Broughton included in the consolidated financial statements from the acquisition date are not material. The pro forma impact of the acquisition is not material to the Company's financial statements.

On October 31, 2024, the Company completed its acquisition of Boom and Bucket Inc., an online marketplace for used heavy equipment, for a total purchase price of approximately $10.0 million. The acquisition was accounted for as an asset acquisition. The acquired technology is being amortized over its estimated useful life of three years.

On January 3, 2023, the Company increased its investment in VeriTread LLC (“VeriTread”), a transportation services marketplace, to 75% from 11% for $28.1 million. The Company accounted for the acquisition as a business combination pursuant to ASC 805, Business Combinations. The purchase price of $32.4 million, which included the remeasurement of the previously held interest of $4.3 million, was allocated primarily to goodwill, intangible assets, and redeemable non-controlling interest. Goodwill recognized of $25.2 million reflects the expected synergies of the combined company, the assembled workforce of VeriTread, and other intangible assets that do not qualify for separate recognition. Goodwill has been assigned to the Services reporting unit and is not deductible for tax purposes.

In January 2026, the Company acquired the remaining equity interests in VeriTread. Refer to Note 21. Temporary Equity, Stockholders' Equity and Dividends for further details.

Divestiture

DDI

On November 3, 2025, the Company completed the sale of Decision Dynamics, LLC (“DDI”), an electronic lien and title business, for $37.8 million, subject to final closing adjustments . Upon completion of the sale, a gain of $5.9 million was recorded within loss on divestiture and deconsolidation, net. The carrying amount of the assets derecognized includes an allocation of goodwill, which was determined based on the relative fair value of the business in relation to the fair value of its associated reporting unit. The results of DDI prior to the sale are included within continuing operations on the consolidated income statements.