Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 26, 2025. A box jumps to the paragraph as filed, below.
35 paragraphs in Risk Factors of the 10-K filed Feb 25, 2026 with nothing like them in the 10-K filed Feb 26, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Our market position and competitive advantage could be threatened by our competitors and/or disruptive new entrants.
If our facilities lack the capacity to accept additional vehicles, then our relationships with insurance companies or other vehicle suppliers could be adversely affected.
Macroeconomic factors, including high fuel prices, high labor costs, inflation, tariffs and changes in used car prices, may have an adverse effect on our revenues and operating results.
Reliance on our subhaulers and trucking fleet operations could materially and adversely affect our business and reputation.
Weather-related and other events beyond our control may adversely impact operations.
An increase in the number of damaged and total loss vehicles we purchase could adversely affect our profitability.
A significant change in used-vehicle prices could impact the proceeds and revenue from the sale of damaged and total loss vehicles.
We are subject to potential liabilities with respect to IAA’s prior separation from KAR Auction Services, Inc.
We may not realize the anticipated benefits of, and synergies from, acquisitions and may become responsible for certain liabilities and integration costs as a result.
We may incur losses as a result of our guarantee and inventory contracts and advances to consignors.
The availability and performance of our IT systems and infrastructure is critical to our business and continued growth.
Consumer behavior is rapidly changing, and if we are unable to successfully adapt to consumer preferences and develop and maintain a relevant and reliable inventory management and multichannel disposition experience for our customers, our financial performance and brand image could be adversely affected.
We rely on data provided by third parties, the loss of which could limit the functionality of certain of our platforms and disrupt our business.
Government regulation of the digital landscape is evolving, and unfavorable regulations could substantially harm our business and results of operations.
If our ability, or the ability of our third-party service partners, cloud computing providers or third-party data center hosting facilities, to safeguard the reliability, integrity and confidentiality of our and their IT systems is compromised, if unauthorized access is obtained to our systems or customers’, suppliers', counterparties' and employees' confidential information, or if authorized access is blocked or disabled, we may incur material reputational harm, legal exposure, or a negative financial impact.
Our future expenses may increase significantly and our operations and ability to expand may be limited as a result of licenses, laws and regulations governing auction sites, environmental protection, international trade, tariffs and other matters.
Losing the services of one or more key personnel or the failure to attract, train and retain personnel could materially affect our business.
Failure to maintain safe sites could materially affect our business and reputation.
On December 3, 2024, the CRA issued the Company a Notice of Assessment and Statement of Interest for C$79.1 million ($57.8 million), for the taxation years 2010 through 2015, inclusive of C$37.7 million ($27.5 million) in income taxes, and C$41.4 million ($30.2 million) in interest and penalties. The CRA is asserting that one of the Company’s Luxembourg subsidiaries, which was in operation from 2010 to 2020, was a resident in Canada from 2010 through 2015 and that its worldwide income should be subject to Canadian income taxation.
In the event that the Company’s tax filing position is not upheld by either the CRA or by a court of last resort, the Company would incur and record the amounts assessed in income tax, interest and penalties in its consolidated financial statements, which could have a material negative effect on the Company’s results of operations.
In addition, in late 2024, the CRA requested information regarding the 2016 to 2020 taxation years for the same matter, which the Company provided in January 2025. In September 2025, the CRA requested additional information and clarification regarding previous submissions to which the Company responded and provided the additional information in October 2025. The Company has not received a notice of assessment relating to the 2016 to 2020 taxation years. Depending on the outcome of this matter, the Company could incur additional income taxes, penalties and interest relating to the 2016 to 2020 taxation years, which could have a material negative effect on its results of operations.
Our business operations may be subject to a number of federal and local laws, rules and regulations governing international trade, including export control regulations.
We are pursuing a long-term growth strategy that may include acquisitions and developing and enhancing an appropriate sales strategy, which requires upfront investment with no guarantee of long-term returns.
Third-party claims, litigation, regulatory proceedings or government investigations to which we are subject or in which we become involved, regardless of their merit, could have an adverse effect on our business and results of operations.
Privacy concerns and our compliance with current and evolving domestic or foreign laws and regulations regarding the processing of personal information and other data may increase our costs, impact our marketing efforts, or decrease adoption and use of our products and services, and our failure to comply with those laws and regulations may expose us to liability and reputational harm.
Our business continuity plan may not operate effectively in the event of a significant interruption of our business.
Our insurance may be insufficient to cover losses that may occur as a result of our operations.
Ineffective internal control over financial reporting could result in errors in our financial statements, reduce investor confidence, and adversely impact our stock price.
•$137.5 million of short-term debt with various maturities over the next 12 months.
Our debt instruments have restrictive covenants that could limit our financial flexibility.
Competition could result in reductions in our future revenues and profitability.
Decreases in the supply of, demand for, or market values of used equipment, could harm our business.
Our articles, by-laws, shareholder rights plan and applicable Canadian provincial and federal law contain provisions that may have the effect of delaying or preventing a change in control.
U.S. civil liabilities may not be enforceable against us, our directors, or our officers.
We are governed by the corporate laws of Ontario, Canada which in some cases have a different effect on shareholders than the corporate laws of Delaware.
New in the latest 10-Q
13 paragraphs in the 10-Q filed Nov 9, 2026 with nothing like them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
The number of common shares outstanding as of November 2, 2026 was 181.3 million.
Read in the 10-Q
During the third quarter of 2026, the Company recorded a measurement period adjustment to customer relationship intangible assets, decreasing their carrying value by approximately $ 37.3 million, with a corresponding increase to goodwill, as a result of revised valuation assumptions, including customer retention and attrition rates. The estimated useful life was revised from 7 years to 5 years. The resulting adjustment to amortization expense was not material.
Read in the 10-Q
Other payables include $ 8.2 million of excise tax payable (December 31, 2025: nil ) relating to common stock repurchases, with the corresponding amount recorded within common stock and additional paid-in capital.
Read in the 10-Q
During the three months ended September 30, 2026, the Company received a refund of $ 18.2 million related to excise tax remitted in 2023 in connection with the acquisition of IAA, Inc., of which $ 16.8 million has been recognized in other income (loss), net and $ 1.4 million in interest income.
Read in the 10-Q
• On September 15, 2026, the Company announced that the Toronto Stock Exchange approved an amendment to the NCIB, increasing the maximum repurchases to the lesser of 14.2 million common shares and $1.0 billion. Refer to Financial Highlights for further information regarding repurchase activity and NCIB availability.
Read in the 10-Q
• On October 8, 2026, the Company announced executive leadership appointments and organizational updates to position the Company for its next phase of growth. Steve Steinberg was appointed as the Company’s Chief Financial Officer, Shiv Dutt as Chief Digital and Strategy Officer, Jake Lawson as President, HE&T North America, and Sam Wyant as President, Auto North America and International. The Company also announced the departures of Eric Guerin (former Chief Financial Officer) and Steve Lewis (former Chief Operating Officer).
Read in the 10-Q
Marketplace services revenue decreased 5% in the third quarter of 2026 and 3% in the first nine months of 2026, primarily due to the sale of Decision Dynamics, LLC ("DDI"), an electronic lien and title business on November 3, 2025.
Read in the 10-Q
Costs of services increased 5% in the first nine months of 2026, primarily due to higher Automotive towing costs resulting from higher volumes and fuel surcharges, contributions from BigIron, Smith Broughton, and J.M. Wood, higher employee compensation costs, and higher transaction processing costs.
Read in the 10-Q
These increases were partially offset by a $ 5.4 million benefit recognized in the first quarter of 2026 upon the repeal of the Canadian Digital Services Tax ("DST"), representing the derecognition of DST previously recognized in costs of services.
Read in the 10-Q
1Earnings per share amounts are computed using the unrounded diluted weighted average shares outstanding.
Read in the 10-Q
• $18.2 million of excise tax refund related to excise tax remitted in 2023 in connection with the acquisition of IAA, of which $16.8 million was recognized in other income (loss), net, and $1.4 million in interest income.
Read in the 10-Q
• $18.2 million of excise tax refund related to excise tax remitted in 2023 in connection with the acquisition of IAA, of which $16.8 million was recognized in other income (loss), net, and $1.4 million in interest income.
Read in the 10-Q
• Jim Kessler, our Chief Executive Officer, adopted a new Rule 10b5-1 trading arrangement on August 28, 2026, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and scheduled to terminate on or before September 1, 2027. Under the trading arrangement, up to an aggregate of approximately 84,500 shares of common stock are available to be sold by the broker on particular dates.
Read in the 10-Q
Item 1A of the 10-Q filed Nov 9, 2026 against Item 1A of the 10-K filed Feb 25, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
Two-word phrases in Risk Factors of the 10-K filed Feb 25, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 26, 2025
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
9 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
10-K change: what was reworded or cut, section by section.
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/RBA/export.csv") into a cell.
