IAA IAA Inc

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9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6

(Address of principal executive offices) (Zip Code)

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(778) 331-5500

(Registrant’s Telephone Number, Including Area Code)

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N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 Results of Operations and Financial Condition

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On February 21, 2023, Ritchie Bros. Auctioneers Incorporated (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report.

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Item 8.01 Other Events

On February 17, 2023, the Company delivered a conditional notice of redemption to holders of its 5.375% Senior Notes due 2025 (the “Notes”). The notice states that, subject to the satisfaction of the conditions described below, the Company will redeem on March 20, 2023, all $500,000,000 aggregate principal amount of the outstanding Notes. The redemption is conditional and subject to the consummation (as and when determined by the Company in its sole and absolute discretion) of (1) the Company’s previously disclosed acquisition of IAA, Inc. and its subsidiaries on terms and conditions satisfactory in all respects to the Company in its sole and absolute discretion and (2) one or more debt offerings or the obtaining of other financing by the Company, the net proceeds of which, together with other funds, are sufficient, in the Company’s determination, to pay the redemption price of the Notes.

This Current Report on Form 8-K does not constitute an offer to sell, the solicitation of an offer to buy, an offer to purchase or a solicitation of an offer to sell any securities, including the Notes, nor shall it constitute an offer, solicitation, sale or purchase in any jurisdiction in which such offer, solicitation, sale or purchase is unlawful. This Current Report on Form 8-K does not constitute a notice of redemption under the indenture governing the Notes.

SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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