RLGT

• The facility matures August 7, 2031, includes a $100 million accordion feature, a $25 million letter of credit sublimit, and a $25 million swingline sublimit.
• Borrowings accrue interest at SOFR plus 1.375% to 2.125% (USD) or CORRA plus 1.40% to 2.40% (CAD), with a commitment fee of 15-30 basis points.
• Financial covenants include a maximum consolidated net leverage ratio of 3.00 and a minimum interest coverage ratio of 3.00, with a temporary increase to 3.50 after a Qualified Acquisition.
• As of March 31, 2026, the company had $25 million drawn and $39.6 million cash, resulting in no net debt, expected to remain unchanged after closing.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

• Net income attributable to Radiant Logistics was $4.7 million, or $0.10 per basic and diluted share, up from $2.5 million, or $0.05 per share, in the prior year period.
• Adjusted EBITDA was $7.8 million for the quarter, down 17.0% from $9.4 million in the prior year period; adjusted EBITDA margin was 13.8%, down 240 basis points.
• For the nine months ended March 31, 2026, revenue was $672.9 million and net income was $11.3 million, compared to $682.1 million and $12.4 million in the prior year period.
• The company repurchased 585,050 shares at an average cost of $5.97 per share during the nine months ended March 31, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Net income attributable to Radiant Logistics was $5.3 million, or $0.11 per basic and diluted share, compared to $6.5 million, or $0.14 per basic share, in the prior year period.
• Adjusted EBITDA was $11.8 million, down 1.7% from $12.0 million; excluding the Milton Project, adjusted EBITDA rose 93.4% to $11.8 million from $6.1 million.
• The company repurchased 445,058 shares at an average cost of $5.97 per share, totaling $2.7 million during the quarter.
• CEO Bohn Crain highlighted the Navegate platform and the launch of 'Ray', the company's first AI agent, as part of its digital transformation.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The proposal to ratify Baker Tilly US, LLP as independent auditor for fiscal 2026 passed with 41,418,855 votes for, 187,172 against, and 27,393 abstentions.
• Advisory approval of executive compensation passed with 34,773,560 votes for, 658,203 against, and 919,954 abstentions.
• Shareholders voted, on an advisory basis, for a 1-year frequency of future executive compensation votes (31,178,828 votes for 1 year vs. 4,859,949 for 3 years).
• The company had 47,233,388 shares of common stock outstanding as of the record date, each entitled to one vote.

5.07 Submission of Matters to a Vote of Security Holders

• On November 17, 2025, Radiant Logistics, Inc. announced its board authorized repurchase of up to 5 million shares of common stock through December 31, 2027.
• Repurchases may be made via open market purchases or privately negotiated transactions, funded by existing cash, credit facility, and operating cash flows.
• The program is discretionary and may be suspended or terminated at any time without prior notice.
• CEO Bohn Crain stated the current share price does not reflect long-term growth prospects, making repurchase an attractive investment.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Net income attributable to Radiant Logistics was $1.3 million ($0.03 per share), down from $3.4 million ($0.07 per share) in the prior-year period.
• Adjusted EBITDA was $6.8 million, down 28.4% from $9.5 million; excluding a $1.3 million bad debt expense related to First Brands bankruptcy, adjusted EBITDA would have been $8.1 million.
• Effective September 1, 2025, the company acquired an 80% ownership interest in Weport, S.A. de C.V., a Mexico-based logistics provider.
• The company repurchased 139,992 shares at an average cost of $5.96 per share during the quarter, and an additional 341,466 shares after quarter-end through November 7, 2025.
• CEO Bohn Crain highlighted Navegate, the company's proprietary global trade management platform, as a catalyst for organic growth.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Net income attributable to Radiant Logistics rose to $17.3 million ($0.37 per basic share) from $7.7 million ($0.16 per basic share) in fiscal 2024.
• Adjusted EBITDA for fiscal 2025 increased 24.4% to $38.8 million from $31.2 million, with adjusted EBITDA margin up 300 basis points to 16.2%.
• During fiscal 2025, the company completed three green-field acquisitions and three strategic operating partner conversions, and acquired an 80% interest in Mexico-based Weport effective September 1, 2025.
• As of June 30, 2025, the company had approximately $22.9 million cash and $20.0 million drawn on its $200.0 million credit facility.
• CEO Bohn Crain noted near-term volatility from U.S. trade and tariff negotiations but expressed confidence in a future surge in global trade.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Stockholders of record as of the close of business on September 23, 2025 are entitled to vote at the meeting.
• Stockholder proposals (not for proxy inclusion) and director nominations must be received by the corporate secretary by September 24, 2025 and September 14, 2025, respectively.
• The deadline for Rule 14a-8 stockholder proposals for proxy inclusion was June 9, 2025.
• The report was filed under Item 8.01 (Other Events) to disclose meeting logistics and advance notice deadlines.

8.01 Other Events