10-Q

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, 2026

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: 001-35392

RADIANT LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3625550
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Triton Tower Two

700 S Renton Village Place, Seventh Floor

Renton, Washington 98057

(Address of principal executive offices) (Zip Code)

(425) 462-1094

(Registrant’s telephone number, including area code)

N/A

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	RLGT	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 46,831,666 shares outstanding of the registrant’s common stock as of May 4, 2026.

RADIANT LOGISTICS, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2026 and June 30, 2025	3
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended March 31, 2026 and 2025	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2026 and 2025	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	35
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures		38

2

RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets

	March 31,			June 30,
(In thousands, except share and per share data)	2026			2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	39,688		$	22,942
Accounts receivable, net of allowance of $3,904 and $2,128, respectively		135,317			134,911
Contract assets		6,170			6,904
Income tax receivable		92			2,194
Prepaid expenses and other current assets		7,995			12,299
Total current assets		189,262			179,250
Property, technology, and equipment, net		21,191			23,489
Goodwill		120,858			117,637
Intangible assets, net		46,443			49,123
Operating lease right-of-use assets		51,562			55,066
Deposits and other assets		1,895			2,209
Total other long-term assets		220,758			224,035
Total assets	$	431,211		$	426,774
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	73,560		$	74,411
Operating partner commissions payable		10,878			10,541
Accrued expenses		11,916			10,637
Current portion of operating lease liabilities		13,602			12,741
Current portion of finance lease liabilities		252			282
Current portion of contingent consideration		8,190			6,050
Other current liabilities		676			483
Total current liabilities		119,074			115,145
Notes payable		25,000			20,000
Operating lease liabilities, net of current portion		44,156			49,245
Finance lease liabilities, net of current portion		783			969
Contingent consideration, net of current portion		4,010			13,300
Deferred tax liabilities		2,519			1,782
Other long-term liabilities		10			248
Total long-term liabilities		76,478			85,544
Total liabilities		195,552			200,689
Commitments and contingencies (Note 15)
Redeemable noncontrolling interest		1,210			—
Equity:
Common stock, $0.001 par value, 100,000,000 shares authorized; 52,597,739 and    52,324,201 shares issued, and 46,831,666 and 47,143,178 shares outstanding,    respectively		34			34
Additional paid-in capital		111,949			110,588
Treasury stock, at cost, 5,766,073 and 5,181,023 shares, respectively		(35,457	)		(31,964	)
Retained earnings		161,838			150,569
Accumulated other comprehensive loss		(4,026	)		(3,211	)
Total Radiant Logistics, Inc. stockholders’ equity		234,338			226,016
Noncontrolling interest		111			69
Total equity		234,449			226,085
Total liabilities and equity	$	431,211		$	426,774

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
(In thousands, except share and per share data)	2026			2025			2026			2025
Revenues	$	214,135		$	214,007		$	672,920		$	682,116
Operating expenses:
Cost of transportation and other services		157,819			155,832			493,690			503,082
Operating partner commissions		19,136			19,256			59,439			57,348
Personnel costs		21,469			20,450			65,629			59,627
Selling, general and administrative expenses		9,252			9,949			30,935			32,270
Depreciation and amortization		3,614			4,936			10,706			14,779
Change in fair value of contingent consideration		(3,700	)		250			(3,590	)		(850	)
Total operating expenses		207,590			210,673			656,809			666,256
Income from operations		6,545			3,334			16,111			15,860
Other income (expense):
Interest income		56			292			136			1,124
Interest expense		(564	)		(303	)		(1,794	)		(851	)
Foreign currency transaction gain		319			96			203			215
Change in fair value of interest rate swap contracts		—			(291	)		—			(1,032	)
Other		88			17			347			1,070
Total other income (expense)		(101	)		(189	)		(1,108	)		526
Income before income taxes		6,444			3,145			15,003			16,386
Income tax expense		(1,876	)		(573	)		(3,940	)		(3,881	)
Net income		4,568			2,572			11,063			12,505
Net income (loss) attributable to noncontrolling interest		103			(31	)		206			(121	)
Net income attributable to Radiant Logistics, Inc.	$	4,671		$	2,541		$	11,269		$	12,384
Other Comprehensive income attributable to Radiant Logistics, Inc.:
Foreign currency translation gain (loss)		(722	)		9			(815	)		(2,262	)
Comprehensive income attributable to noncontrolling interest		108			—			160			—
Comprehensive income attributable to Radiant Logistics, Inc.	$	3,954		$	2,581		$	10,408		$	10,243
Income per share:
Basic	$	0.10		$	0.05		$	0.24		$	0.26
Diluted	$	0.10		$	0.05		$	0.23		$	0.25
Weighted average common shares outstanding:
Basic		46,829,219			47,073,339			46,970,474			46,911,231
Diluted		48,541,491			48,666,557			48,649,453			48,743,999

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Changes in Equity

Three and Nine Months Ended March 31, 2026

(unaudited)

	TOTAL EQUITY
	RADIANT LOGISTICS, INC. STOCKHOLDERS’ EQUITY
	Common Stock					Additional Paid-in			Treasury			Retained		Accumulated Other Comprehensive			Total Radiant Logistics, Inc. Stockholders’			Non- Controlling			Total			Redeemable Non- Controlling
(In thousands, except share and per share data)	Shares			Amount		Capital			Stock			Earnings		Loss			Equity			Interest			Equity			Interest
Balance as of June 30, 2025		47,143,178		$	34	$	110,588		$	(31,964	)	$	150,569	$	(3,211	)	$	226,016		$	69		$	226,085		$	—
Repurchase of common stock		(139,992	)		—		—			(834	)		—		—			(834	)		—			(834	)		—
Issuance of common stock upon vesting of     restricted stock units, net of taxes withheld     and paid		149,660			—		(464	)		—			—		—			(464	)		—			(464	)		—
Issuance of common stock upon exercise of stock     options, net of taxes withheld and paid		55,000			—		219			—			—		—			219			—			219			—
Acquisition of Weport		—			—		—			—			—		—			—			1,430			1,430			—
Distribution to noncontrolling interest		—			—		—			—			—		—			—			(18	)		(18	)		—
Share-based compensation		—			—		424			—			—		—			424			—			424			—
Net income (loss)		—			—		—			—			1,293		—			1,293			(18	)		1,275			—
Other comprehensive income (loss)		—			—		—			—			—		(962	)		(962	)		5			(957	)		—
Balance as of September 30, 2025		47,207,846		$	34	$	110,767		$	(32,798	)	$	151,862	$	(4,173	)	$	225,692		$	1,468		$	227,160		$	—
Repurchase of common stock		(445,058	)		—		—			(2,659	)		—		—			(2,659	)		—			(2,659	)		—
Weport measurement period adjustment		—			—		—			—			—		—			—			(1,409	)		(1,409	)		1,409
Issuance of common stock upon vesting of     restricted stock units		33,756			—		—			—			—		—			—			—			—			—
Issuance of common stock upon exercise of stock     options, net of taxes withheld and paid		30,000			—		113			—			—		—			113			—			113			—
Share-based compensation		—			—		508			—			—		—			508			—			508			—
Net income (loss)		—			—		—			—			5,305		—			5,305			49			5,354			(134	)
Other comprehensive income		—			—		—			—			—		869			869			—			869			46
Balance as of December 31, 2025		46,826,544		$	34	$	111,388		$	(35,457	)	$	157,167	$	(3,304	)	$	229,828		$	108		$	229,936		$	1,321
Issuance of common stock upon vesting of     restricted stock units, net of taxes withheld     and paid		5,122			—		(16	)		—			—		—			(16	)		—			(16	)		—
Share-based compensation		—			—		577			—			—		—			577			—			577			—
Net income		—			—		—			—			4,671		—			4,671			3			4,674			(106	)
Other comprehensive loss		—			—		—			—			—		(722	)		(722	)		—			(722	)		(5	)
Balance as of March 31, 2026		46,831,666		$	34	$	111,949		$	(35,457	)	$	161,838	$	(4,026	)	$	234,338		$	111		$	234,449		$	1,210

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Changes in Equity (continued)

Three and Nine Months Ended March 31, 2025

(unaudited)

	RADIANT LOGISTICS, INC. STOCKHOLDERS’ EQUITY
	Common Stock					Additional Paid-in			Treasury			Retained		Accumulated Other Comprehensive			Total Radiant Logistics, Inc. Stockholders’			Non- Controlling			Total
(In thousands, except share and per share data)	Shares			Amount		Capital			Stock			Earnings		Loss			Equity			Interest			Equity
Balance as of June 30, 2024		46,808,943		$	33	$	110,763		$	(31,166	)	$	133,278	$	(3,546	)	$	209,362		$	147		$	209,509
Repurchase of common stock		(129,360	)		—		—			(708	)		—		—			(708	)		—			(708	)
Issuance of common stock upon vesting of     restricted stock units, net of taxes withheld     and paid		143,036			—		(41	)		—			—		—			(41	)		—			(41	)
Issuance of common stock upon exercise of stock     options, net of taxes withheld and paid		22,527			—		(421	)		—			—		—			(421	)		—			(421	)
Distribution to noncontrolling interest		—			—		—			—			—		—			—			(78	)		(78	)
Share-based compensation		—			—		163			—			—		—			163			—			163
Net income		—			—		—			—			3,376		—			3,376			48			3,424
Other comprehensive income		—			—		—			—			—		640			640			—			640
Balance as of September 30, 2024		46,845,146		$	33	$	110,464		$	(31,874	)	$	136,654	$	(2,906	)	$	212,371		$	117		$	212,488
Issuance of common stock upon vesting of     restricted stock units, net of taxes withheld     and paid		18,433			1		(390	)		—			—		—			(389	)		—			(389	)
Issuance of common stock upon exercise of stock     options, net of taxes withheld and paid		133,891			—		724			—			—		—			724			—			724
Distribution to noncontrolling interest		—			—		—			—			—		—			—			(60	)		(60	)
Share-based compensation		—			—		(1,813	)		—			—		—			(1,813	)		—			(1,813	)
Net income		—			—		—			—			6,467		—			6,467			42			6,509
Other comprehensive loss		—			—		—			—			—		(2,911	)		(2,911	)		—			(2,911	)
Balance as of December 31, 2024		46,997,470		$	34	$	108,985		$	(31,874	)	$	143,121	$	(5,817	)	$	214,449		$	99		$	214,548
Issuance of common stock upon exercise of stock     options, net of taxes withheld and paid		161,691			—		769			—			—		—			769			—			769
Distribution to non-controlling interest		—			—		—			—			—		—			—			(51	)		(51	)
Share-based compensation		—			—		470			—			—		—			470			—			470
Net loss		—			—		—			—			2,541		—			2,541			31			2,572
Other comprehensive loss		—			—		—			—			—		9			9			—			9
Balance as of March 31, 2025		47,159,161		$	34	$	110,224		$	(31,874	)	$	145,662	$	(5,808	)	$	218,238		$	79		$	218,317

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	Nine Months Ended March 31,
(In thousands)	2026			2025
OPERATING ACTIVITIES:
Net income	$	11,063		$	12,505
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Share-based compensation		1,509			(1,180	)
Amortization of intangible assets		5,417			8,821
Depreciation and amortization of property, technology, and equipment		5,289			5,958
Deferred income tax expense (benefit)		689			(262	)
Amortization of debt issuance costs		300			300
Change in fair value of contingent consideration		(3,590	)		(850	)
Change in fair value of interest rate swap contracts		—			1,032
Other		1,673			1,432
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Accounts receivable		1,521			(9,360	)
Contract assets		920			991
Income tax receivable		2,241			1,693
Prepaid expenses, deposits, and other assets		6,048			1,706
Operating lease right-of-use assets		9,456			8,377
Accounts payable		(3,734	)		(4,636	)
Operating partner commissions payable		337			(2,688	)
Accrued expenses and other liabilities		370			(4,811	)
Operating lease liabilities		(10,077	)		(8,875	)
Net cash provided by operating activities		29,432			10,153
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired		(5,195	)		(25,677	)
Purchases of property, technology, and equipment		(3,450	)		(4,229	)
Proceeds from sale of property, technology, and equipment		518			114
Net cash used for investing activities		(8,127	)		(29,792	)
FINANCING ACTIVITIES:
Proceeds from revolving credit facility		10,000			35,200
Repayments of revolving credit facility		(5,000	)		(20,200	)
Repayments of finance lease liabilities		(215	)		(555	)
Repurchases of common stock		(3,493	)		(708	)
Payments of contingent consideration		(5,560	)		(252	)
Distributions to noncontrolling interest		(18	)		(189	)
Proceeds from exercise of stock options		332			1,207
Payments of employee tax withholdings related to restricted stock units and stock options		(480	)		(566	)
Net cash provided by (used for) financing activities		(4,434	)		13,937
Effect of exchange rate changes on cash and cash equivalents		(125	)		(131	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		16,746			(5,833	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		22,942			24,874
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	39,688		$	19,041
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid	$	2,183		$	5,053
Interest paid	$	1,503		$	564

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

RADIANT LOGISTICS, INC.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

(Dollars in thousands, except share and per share data)

NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION

The Company

Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company”), operates as a leading third-party logistics company, providing technology-enabled global transportation and value-added logistics services primarily in the United States, Canada, and Mexico. The Company services a large, broad and diversified account base across a range of industries and geographies, which is supported by an extensive network of operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are a number of independent agents, who are also referred to as “strategic operating partners,” that operate exclusively on the Company's behalf, and approximately 30 Company-owned locations. As the operator of a third-party logistics business, the Company has a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in its carrier network.

Through its operating locations across North America, the Company offers domestic and international freight forwarding and freight brokerage services, including air, ocean, truckload, less-than-truckload (“LTL”), and intermodal, which is the movement of freight in trailers or containers by combination of truck and rail. The Company’s primary transportation services involve arranging shipments, on behalf of its customers, of materials, products, equipment, and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. The Company also provides other value-added logistics services including materials management and distribution services (collectively, “materials management and distribution” or “MM&D” services), and customs house brokerage (“CHB”) services to complement its core transportation service offering.

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company’s management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

The interim period information included in this Quarterly Report on Form 10-Q reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of the Company’s management, necessary for a fair statement of the results of the respective interim periods. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Principles of Consolidation

The condensed consolidated financial statements include the accounts of Radiant Logistics, Inc., and its consolidated subsidiaries, including a variable interest entity, Radiant Logistics Partners, LLC (“RLP”). RLP is 60% owned by Radiant Capital Partners, LLC (“RCP,” see Note 11), an entity controlled by the Company’s Chief Executive Officer (“CEO”). All significant intercompany balances and transactions have been eliminated.

Noncontrolling interest in the condensed consolidated financial statements represents the proportionate share of equity and earnings in subsidiaries not wholly-owned by the Company. Net income (loss) of these subsidiaries, including the variable interest entity, is allocated between the Company and the noncontrolling interest holders based on their respective ownership percentages.

b) Use of Estimates

The preparation of condensed consolidated financial statements and related disclosures in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that could differ from these estimates.

8

c) Cash and Cash Equivalents

The Company maintains its cash in bank deposit accounts that may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. Cash equivalents consist of highly liquid investments with original maturities of three months or less.

d) Accounts Receivable

Accounts receivable, which include billed and unbilled amounts, are stated net of the allowance for expected credit losses and represents the net amount expected to be collected. The Company measures the expected credit losses on a collective (pool) basis based on the levels of delinquency (i.e., aging analysis) and applying an expected loss percentage rate to each pool when similar risk characteristics exist. The Company determines the allowance for expected credit losses by computing an expected loss percentage rate to each pool based upon its historical write-off experience, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. When specific customers are identified as no longer sharing the same risk profile as their current pool, they are removed from the pool and evaluated separately. Amounts for shipments delivered but unbilled were $22,123 and $21,478 as of March 31, 2026 and June 30, 2025, respectively.

Through a contractual arrangement, the Company records trade accounts receivable from revenue generated from independently owned strategic operating partners operating under various Company brands. Under these contracts, each strategic operating partner is responsible for some or all of the collection of its customer accounts receivable. To facilitate this arrangement, certain strategic operating partners are required to maintain a deposit with the Company for these receivables. The Company charges the respective strategic operating partner’s deposit account for any accounts receivable aged beyond 90 days along with any other amounts owed to the Company by strategic operating partners. If a deficit balance occurs in the strategic operating partners’ deposit account, these amounts are included as accounts receivable in the Company’s condensed consolidated financial statements. For those strategic operating partners not required to maintain a deposit, the Company may withhold all or a portion of future commissions payable to the strategic operating partner to satisfy any deficit balance. The Company expects to replenish any deficit balance through the future business operations of these strategic operating partners, or as these amounts are ultimately collected from these customers. However, to the extent that any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit amounts, the Company would be at risk of loss for any such amounts. Due to the nature and specific risk characteristics of these accounts, the Company evaluates these accounts separately in determining an allowance for expected credit losses.

The activity in the allowance for expected credit losses is as follows:

(In thousands)
Balance as of June 30, 2025	$	2,128
Provision for expected credit losses		1,601
Write-offs, less recoveries and other adjustments		175
Balance as of March 31, 2026	$	3,904

e) Property, Technology, and Equipment

Property, technology, and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income (expense). Expenditures for maintenance, repairs and renewals of minor items are expensed as incurred. Major renewals and improvements are capitalized.

f) Goodwill

Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values assigned to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but rather is reviewed for impairment as of April 1 of each year or more frequently if facts or circumstances indicate that its carrying amount may not be recoverable.

The Company has determined that there are two reporting units for the purpose of the goodwill impairment test. An entity first has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, or to bypass the qualitative assessment and perform a quantitative assessment. The qualitative assessment evaluates various factors, such as macroeconomic conditions, industry and market conditions, cost factors, recent events, and financial trends that may impact the fair value of the reporting unit. If it is determined that the estimated fair value of the reporting unit is more-likely-than-not less than its carrying amount, including goodwill, a quantitative assessment is required. Otherwise, no further analysis is required.

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If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying amount. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and the market approach, which utilizes multiples of current and future earnings based on a selection of guideline public companies. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit.

As of March 31, 2026, management believes no impairment exists.

g) Long-Lived Assets

Long-lived assets, such as property, technology, and equipment, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third-party independent appraiser or valuation specialist.

Definite-lived intangible assets consist of customer-related intangible assets, trade names and trademarks, licenses, developed technology, and non-compete agreements arising from the Company’s acquisitions. Customer-related intangible assets and trademarks and trade names are amortized using the straight-line method over periods of up to 15 years, licenses are amortized using the straight-line method over ten years, developed technology is amortized using the straight-line method over five years, and non-compete agreements are amortized using the straight-line method over periods of up to five years.

h) Redeemable Noncontrolling Interest

The Company accounts for redeemable noncontrolling interest at the greater of the redemption fair value or the carrying value of the noncontrolling interest, adjusted for net income or loss, and changes in other comprehensive income. The redeemable noncontrolling interest is related to the acquisition of Weport, S.A. de C.V. (“Weport”) and was initially measured at its fair value at acquisition (see Note 17). The amount is subsequently measured quarterly at its redemption amount, as adjusted for net income or loss, and changes in other comprehensive income. The offset of any fair value adjustment is recorded to equity. There was no remeasurement adjustment as of March 31, 2026.

i) Business Combinations

The Company accounts for business acquisitions using the acquisition method. The assets acquired and liabilities assumed in business combinations, including identifiable intangible assets, are recorded based upon their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired is recorded as goodwill. Acquisition expenses are expensed as incurred. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed as of the acquisition date, the estimates are inherently uncertain and subject to refinement.

The fair values of intangible assets are generally estimated using a discounted cash flow approach with Level 3 inputs. The estimate of fair value of an intangible asset is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company generally uses risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflects market participant assumptions.

For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the contingent consideration obligation as of the acquisition date. The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration. The fair value is generally estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating results and financial objectives by acquired companies using Level 3 inputs discounted to present value. These liabilities are measured quarterly at fair value, and any change in the fair value of the contingent consideration liability is recognized in the condensed consolidated statements of comprehensive income.

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the condensed consolidated statements of comprehensive income.

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j) Revenue Recognition

The Company recognizes revenue to depict the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods and services. The Company’s revenues are primarily from transportation services, which include providing for the arrangement of freight, both domestically and internationally, through modes of transportation, such as air, ocean, truckload, LTL, and intermodal. The Company generates its transportation services revenue by purchasing transportation from carriers and reselling those services to its customers.

In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price is typically fixed and not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 45 days from the date of invoice. The Company’s transportation transactions provide for the arrangement of the movement of freight to a customer’s agreed upon destination. The transportation services, including certain ancillary services, such as loading/unloading, freight insurance and customs clearance, that are provided to the customer represent a single performance obligation as the ancillary services are not distinct in the context of the contract and therefore combined with the performance obligation for transportation services. This performance obligation is satisfied over time and recognized in revenue upon the transfer of control of the services over the requisite transit period as the customer’s goods move from point of origin to point of destination. The Company determines the period to recognize revenue based upon the actual departure date and delivery date, if available, or estimated delivery date if delivery has not occurred as of the reporting date. Certain shipments may require the Company to estimate revenue, in which case the average revenue per shipment, per mode of transportation is used. Determination of the estimated revenue, transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing and amount of revenue recognition. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. The timing of revenue recognition, billings, cash collections, and allowance for expected credit losses results in billed and unbilled receivables. The Company receives the unconditional right to bill when shipments are delivered to their destination. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contract with its transportation customers have an expected duration of one year or less. The corresponding direct costs of revenue, which primarily includes purchased transportation costs and commissions, have been expensed ratably as the goods are transferred to the customer.

The Company also provides MM&D services for its customers under contracts generally ranging from a few months to five years and include renewal provisions. These MM&D service contracts provide for inventory management, order fulfillment and warehousing of the customer’s product and arrangement of transportation of the customer’s product. The Company’s performance obligations are satisfied over time as the customers simultaneously receive and consume the services provided by the Company as it performs. Revenue is recognized in the amount for which the Company has the right to invoice the customer, as this amount corresponds directly with the value provided to the customer for the Company’s performance completed to date. The transaction price is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost plus a mark-up for hours of services provided and materials used and is recognized over time based on the level of activity volume.

Other services include primarily CHB services sold separately as a single performance obligation. The Company recognizes revenue from this performance obligation at a point in time, which is the completion of the services. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customers are excluded from revenue.

The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company controls the service prior to transfer to the customer, as evidenced by its discretion in establishing pricing for the specified services, its control over carrier selection, and its responsibility for fulfillment of the transportation services, including managing all aspects of the shipment process and assuming the risk of loss for delivery and collection. Such transportation services revenue is presented on a gross basis in the condensed consolidated statements of comprehensive income.

Contract Assets

Contract assets represent estimated amounts for which the Company has the right to consideration for transportation services related to the completed portion of in-transit shipments at period end, but for which it has not yet completed the performance obligations. Upon completion of the performance obligations, which can vary in duration based upon the mode of transportation, the balance is included in accounts receivable.

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Operating Partner and Other Commissions

The Company enters into contractual arrangements with strategic operating partners that operate, on behalf of the Company, an office in a specific location that engages primarily in arranging domestic and international transportation services. In return, the strategic operating partner is compensated through the payment of sales commissions, which are based on individual shipments. The Company accrues the strategic operating partners’ commission obligation ratably as the goods are transferred to the customer.

The Company records employee sales commissions related to transportation services as an expense when incurred since the amortization period of such costs is less than one year.

k) Defined Contribution Savings Plan

The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plan were $598 and $1,637 for the three and nine months ended March 31, 2026, respectively, and $583 and $1,518 for the three and nine months ended March 31, 2025, respectively.

l) Income Taxes

Income taxes are accounted for using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company records a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Interest and penalties, if any, are recorded as a component of interest expense or other expense, respectively. Currently, the Company does not have any accruals for uncertain tax positions.

m) Share-Based Compensation

The Company grants restricted stock units and stock options to certain directors, officers, and employees. The fair value of restricted stock units is the market price of the Company’s common stock as of the grant date, and the fair value of each stock option grant is estimated as of the grant date using the Black-Scholes option pricing model. Determining the fair value of stock option awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs.

Share-based compensation is recorded over the requisite service period, generally defined as the vesting period. The Company records share-based compensation for service-based restricted stock units and stock options on a straight-line basis over the requisite service period of the entire award. Certain restricted stock units also have performance-based conditions (“PSUs”) and will vest upon achievement of pre-established individual and Company performance goals as measured after a three-year period. Expense for PSUs is recognized over the requisite service period based on the most probable outcome of performance conditions. The probable outcome of performance conditions of each PSU grant is adjusted as of each reporting date. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans. Share-based compensation is reflected in personnel costs in the condensed consolidated statements of comprehensive income.

n) Basic and Diluted Income per Share Allocable to Common Stockholders

Basic income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding. Diluted income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding after giving effect to all potential dilutive securities, such as restricted stock units and stock options.

o) Foreign Currency

For the Company’s foreign subsidiaries that prepare financial statements in currencies other than U.S. dollars, the local currency is the functional currency. All assets and liabilities are translated at period end exchange rates and all revenue and expenses are translated at the weighted average rates for the period. Translation adjustments are recorded in foreign currency translation in other comprehensive income.

Gains and losses on transactions of monetary items denominated in a foreign currency are recognized within other income (expense) on the condensed consolidated statements of comprehensive income.

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p) Leases

The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (“ROU”) assets; current portion of operating lease liabilities; and operating lease liabilities, net of current portion in the condensed consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology, and equipment, net; current portion of finance lease liabilities; and finance lease liabilities, net of current portion in the condensed consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease terms may include options to extend or terminate the lease, which the Company has generally not included in its calculation of ROU assets or lease liabilities as it is not reasonably certain that the option will be exercised in the normal course of business.

For the Company’s lease agreements containing fixed payments for both lease and non-lease components, the Company accounts for the components as a single lease component, as permitted. For leases with an initial term of twelve months or less, the Company elected the exemption from recording ROU assets and lease liabilities for all leases that qualify, and records rent expense on a straight-line basis over the lease term. Expenses for these short-term leases for the three and nine months ended March 31, 2026 and 2025 are insignificant.

Certain leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. Variable payments, to the extent they are not considered fixed, are expensed as incurred. Variable lease costs for the three and nine months ended March 31, 2026 and 2025 are insignificant.

For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the ROU asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term.

q) Derivatives

Derivative instruments are recognized as either assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

For derivative instruments designated as cash flow hedges, gains and losses are initially reported as a component of other comprehensive income and subsequently recognized in earnings with the corresponding hedged item. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in earnings. As of March 31, 2026 and June 30, 2025, the Company does not have any derivatives designated as hedges.

For derivative instruments that are not designated as hedges, gains and losses from changes in fair value of interest rate swap contracts are recognized in the condensed consolidated statements of comprehensive income.

r) Treasury Stock

The Company accounts for treasury stock under the cost method, and repurchases are reflected as reductions of stockholders’ equity at cost (see Note 10). As of March 31, 2026, there have been no reissuances of treasury stock.

s) Reclassification of Previously Issued Financial Statements

Certain amounts in the prior period have been reclassified in the condensed consolidated financial statements to conform to the current year presentation. There has been no impact on previously reported net income or stockholders’ equity from such reclassification.

t) Recently Adopted Accounting Guidance

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires more disaggregated expense information about a public entity’s reportable segments if the significant segment expenses are regularly provided to the chief operating decision maker and included in each reported measure of segment profit or loss. Additionally, ASU 2023-07 allows public entities to disclose more than one measure of segment profit or loss used by the chief operating decision maker. ASU 2023-07 did not change the definition of a segment, the method of determining segments, or the criteria for aggregating operating segments into reportable segments. The Company retrospectively adopted ASU 2023-07 for the fiscal year ended June 30, 2025 and provided the required disclosures in Note 16.

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u) Recent Accounting Guidance Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires greater disaggregation of information in a reporting entity’s effective tax rate reconciliation as well as disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires greater disaggregation of information about a reporting entity’s specific expense categories (including employee compensation, depreciation, and amortization) presented on the face of the statement of comprehensive income. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods in fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures.

NOTE 3 – REVENUE

A summary of the Company’s gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition are as follows:

	Three Months Ended March 31, 2026
(In thousands)	United States		Canada		Corporate/ Eliminations			Total
Major service lines:
Transportation services	$	184,499	$	18,103	$	(202	)	$	202,400
Value-added services (1)		4,109		7,626		—			11,735
Total	$	188,608	$	25,729	$	(202	)	$	214,135
Timing of revenue recognition:
Services transferred over time	$	187,588	$	25,631	$	(202	)	$	213,017
Services transferred at a point in time		1,020		98		—			1,118
Total	$	188,608	$	25,729	$	(202	)	$	214,135
	Nine Months Ended March 31, 2026
(In thousands)	United States		Canada		Corporate/ Eliminations			Total
Major service lines:
Transportation services	$	577,276	$	56,426	$	(422	)	$	633,280
Value-added services (1)		12,471		27,169		—			39,640
Total	$	589,747	$	83,595	$	(422	)	$	672,920
Timing of revenue recognition:
Services transferred over time	$	585,166	$	83,344	$	(422	)	$	668,088
Services transferred at a point in time		4,581		251		—			4,832
Total	$	589,747	$	83,595	$	(422	)	$	672,920

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	Three Months Ended March 31, 2025
(In thousands)	United States		Canada		Corporate/ Eliminations			Total
Major service lines:
Transportation services	$	182,034	$	20,440	$	(88	)	$	202,386
Value-added services (1)		3,976		7,645		—			11,621
Total	$	186,010	$	28,085	$	(88	)	$	214,007
Timing of revenue recognition:
Services transferred over time	$	184,698	$	28,030	$	(88	)	$	212,640
Services transferred at a point in time		1,312		55		—			1,367
Total	$	186,010	$	28,085	$	(88	)	$	214,007
	Nine Months Ended March 31, 2025
(In thousands)	United States		Canada		Corporate/ Eliminations			Total
Major service lines:
Transportation services	$	587,774	$	58,712	$	(217	)	$	646,269
Value-added services (1)		11,814		24,033		—			35,847
Total	$	599,588	$	82,745	$	(217	)	$	682,116
Timing of revenue recognition:
Services transferred over time	$	594,950	$	82,625	$	(217	)	$	677,358
Services transferred at a point in time		4,638		120		—			4,758
Total	$	599,588	$	82,745	$	(217	)	$	682,116

(1)Value-added services include MM&D, CHB, GTM, and other services.

NOTE 4 – EARNINGS PER SHARE

The computations of the numerator and denominator of basic and diluted income per share are as follows:

	Three Months Ended March 31,				Nine Months Ended March 31,
(In thousands, except share data)	2026		2025		2026		2025
Numerator:
Net income attributable to Radiant Logistics, Inc.	$	4,671	$	2,541	$	11,269	$	12,384
Denominator:
Weighted average common shares outstanding, basic		46,829,219		47,073,339		46,970,474		46,911,231
Dilutive effect of share-based awards		1,712,272		1,593,218		1,678,979		1,832,768
Weighted average common shares outstanding, diluted		48,541,491		48,666,557		48,649,453		48,743,999
Potentially dilutive common shares excluded		100,000		100,000		100,000		103,333

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NOTE 5 – LEASES

The Company has finance leases for equipment, and operating leases for office space, warehouse space, and other equipment with lease terms expiring at various dates through October 2034.

The components of lease expense are as follows:

	Three Months Ended March 31,				Nine Months Ended March 31,
(In thousands)	2026		2025		2026		2025
Operating lease cost	$	4,245	$	3,591	$	12,691	$	12,254
Finance leases:
Amortization of leased assets		76		186		229		526
Interest on lease liabilities		16		24		52		67
Total finance lease cost	$	92	$	210	$	281	$	593

Supplemental cash flow information related to leases are as follows:

	Nine Months Ended March 31,
(In thousands)	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases	$	10,089	$	8,954
Operating cash flows paid for interest portion of finance leases		52		67
Financing cash flows paid for principal portion of finance leases		215		555
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	6,825	$	16,969
Finance leases		—		848

Supplemental balance sheet information related to leases are as follows:

	March 31,			June 30,
(In thousands)	2026			2025
Operating leases:
Operating lease right-of-use assets	$	51,562		$	55,066
Current portion of operating lease liabilities		13,602			12,741
Operating lease liabilities, net of current portion		44,156			49,245
Total operating lease liabilities	$	57,758		$	61,986
Finance leases:
Property, technology, and equipment, net	$	982		$	1,212
Current portion of finance lease liabilities		252			282
Finance lease liabilities, net of current portion		783			969
Total finance lease liabilities	$	1,035		$	1,251
Weighted average remaining lease term:
Operating leases	5.7 years			6.1 years
Finance leases	4.1 years			4.6 years
Weighted average discount rate:
Operating leases		5.90	%		5.82	%
Finance leases		6.12	%		6.12	%

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As of March 31, 2026, maturities of lease liabilities for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)	Operating			Finance
2026 (Remaining)	$	4,211		$	82
2027		15,995			296
2028		11,497			282
2029		8,362			271
2030		7,514			184
Thereafter		21,260			54
Total lease payments		68,839			1,169
Less imputed interest		(11,081	)		(134	)
Total lease liabilities	$	57,758		$	1,035

NOTE 6 – PROPERTY, TECHNOLOGY, AND EQUIPMENT

		March 31,			June 30,
(In thousands)	Useful Life	2026			2025
Computer software	3 − 5 years	$	29,874		$	29,103
Office and warehouse equipment	3 − 15 years		19,897			18,980
Leasehold improvements	(1)		11,673			11,976
Trailers and related equipment	3 − 15 years		3,390			3,996
Computer equipment	3 − 5 years		5,194			5,616
Furniture and fixtures	3 − 15 years		2,199			2,027
Property, technology, and equipment			72,227			71,698
Less: accumulated depreciation and amortization			(51,036	)		(48,209	)
Property, technology, and equipment, net		$	21,191		$	23,489

(1)The cost is amortized over the shorter of the lease term or useful life.

Depreciation and amortization expenses related to property, technology, and equipment were $1,783 and $5,289 for the three and nine months ended March 31, 2026, respectively, and $1,924 and $5,958 for the three and nine months ended March 31, 2025, respectively.

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

Changes in the carrying amount of goodwill by reporting segment is as follows:

(In thousands)	United States		Canada			Total
Balance as of June 30, 2025	$	97,794	$	19,843		$	117,637
Acquisitions		3,552		—			3,552
Foreign currency translation		107		(438	)		(331	)
Balance as of March 31, 2026	$	101,453	$	19,405		$	120,858

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Intangible Assets

Intangible assets consist of the following:

	March 31, 2026
(In thousands)	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer related	8.6 years	$	152,521	$	(108,547	)	$	43,974
Trade names and trademarks	4.9 years		15,295		(13,445	)		1,850
Developed technology	0.7 years		4,091		(3,546	)		545
Licenses	1.0 years		747		(673	)		74
		$	172,654	$	(126,211	)	$	46,443

	June 30, 2025
(In thousands)	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer related	9.2 years	$	150,339	$	(104,648	)	$	45,691
Trade names and trademarks	5.6 years		15,409		(13,269	)		2,140
Developed technology	1.4 years		4,091		(2,932	)		1,159
Licenses	1.7 years		764		(631	)		133
		$	170,603	$	(121,480	)	$	49,123

Amortization expense amounted to $1,831 and $5,417 for the three and nine months ended March 31, 2026, respectively, and $3,012 and $8,821 for the three and nine months ended March 31, 2025, respectively. Future amortization expense for each of the next five fiscal years ending June 30 are as follows:

(In thousands)
2026 (Remaining)	$	1,827
2027		6,695
2028		5,864
2029		5,281
2030		5,083

NOTE 8 – NOTES PAYABLE

Revolving Credit Facility

The Company entered into a $200,000 syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement dated as of August 5, 2022, and amended as of September 27, 2023. The Revolving Credit Facility is segregated into two tranches, a $150,000 tranche that may be loaned in U.S. Dollars and a $50,000 tranche that may be loaned in either U.S. Dollars or Canadian Dollars. The Revolving Credit Facility includes a $75,000 accordion feature to support future acquisition opportunities. The Revolving Credit Facility was entered into with Bank of America, N.A. and BMO Capital Markets Corp. as joint book runners and joint lead arrangers, Bank of America, N.A. as Administrative Agent, Swingline Lender and Letter of Credit Issuer, Bank of Montreal as syndication agent, KeyBank National Association and MUFG Union Bank, N.A. as co-documentation agents and Bank of America, N. A., Bank of Montreal, KeyBank National Association, MUFG Union Bank, N.A. and Washington Federal Bank, National Association as lenders (such named lenders are collectively referred to herein as “Lenders”).

The Revolving Credit Facility matures on August 5, 2027 and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and its subsidiaries, including, without limitation, all of the capital stock of the subsidiaries. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.50% to 1.50%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; or c) Term SOFR Daily Floating Rate plus 1.40% to 2.40%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility. As of March 31, 2026, the one-month SOFR was 3.66%.

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For borrowings under the Revolving Credit Facility, the Company is subject to the maximum consolidated net leverage ratio of 3.00 and minimum consolidated interest coverage ratio of 3.00. Additional minimum availability requirements and financial covenants apply in the event the Company seeks to use advances under the Revolving Credit Facility to pursue acquisitions or repurchase its common stock.

Borrowings outstanding on the Revolving Credit Facility were $25,000 and $20,000 as of March 31, 2026 and June 30, 2025, respectively. As of March 31, 2026, the Company was in compliance with its covenants.

NOTE 9 – DERIVATIVES

In 2020, the Company entered into interest rate swap contracts with Bank of America to trade variable interest cash inflows at one-month LIBOR for a total notional amount of $30,000 for fixed interest cash outflows. Both interest rate swap contracts matured and terminated on March 13, 2025 and there is no notional amount or fair value as of March 31, 2026 or June 30, 2025.

The interest rate swap contracts were not designated as hedges, and gains and losses from changes in fair value were recognized in the condensed consolidated statements of comprehensive income.

NOTE 10 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 5,000,000 shares of preferred stock, par value at $0.001 per share and 100,000,000 shares of common stock, $0.001 per share. No shares of preferred stock are issued or outstanding as of March 31, 2026 or June 30, 2025.

Common Stock

In December 2023, the Company’s board of directors authorized the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2025. On November 13, 2025, the Company’s board of directors extended the program and authorized the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2027. Under the stock repurchase programs, the Company is authorized to repurchase, from time to time, shares of its outstanding common stock in the open market at prevailing market prices or through privately negotiated transactions as permitted by securities laws and other legal requirements. The Company is not obligated to repurchase any specific number of shares and the program could be suspended or terminated at any time without prior notice. The Company purchased 585,050 shares of its common stock at an average cost of $5.97 per share for an aggregate cost of $3,493, and 129,360 shares of its common stock at an average cost of $5.47 per share for an aggregate cost of $708 during the nine months ended March 31, 2026 and 2025, respectively.

NOTE 11 – VARIABLE INTEREST ENTITY AND RELATED PARTY TRANSACTIONS

RLP is owned 40% by a wholly-owned subsidiary of the Company and 60% by RCP, a company for which the CEO of the Company is the sole member. RLP is a certified minority business enterprise that was formed for the purpose of providing the Company with a national accounts strategy to pursue corporate and government accounts with diversity initiatives. RCP’s ownership interest entitles it to 60% of the profits and distributable cash, if any, generated by RLP. The operations of RLP are intended to provide certain benefits to the Company, including expanding the scope of services offered by the Company and participating in supplier diversity programs not otherwise available to the Company. In the course of evaluating and approving the ownership structure, operations and economics emanating from RLP, a committee consisting of the independent Board members of the Company, considered, among other factors, the significant benefits provided to the Company through association with a minority business enterprise, particularly as many of the Company’s largest current and potential customers have a need for diversity offerings. In addition, the committee concluded that the economic relationship with RLP was on terms no less favorable to the Company than terms generally available from unaffiliated third-parties.

Certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties are considered variable interest entities. The Company has power over significant activities of RLP including the fulfillment of its contracts and financing its operations. Additionally, the Company also pays expenses and collects receivables on behalf of RLP. Thus, the Company is the primary beneficiary, RLP qualifies as a variable interest entity, and RLP is consolidated in these condensed consolidated financial statements.

RLP recorded $5 and $100 in net income, of which RCP’s distributable share was $3 and $60 for the three and nine months ended March 31, 2026, respectively. RLP recorded $52 and $202 in net income, of which RCP’s distributable share was $31 and $121 for the three and nine months ended March 31, 2025, respectively. The noncontrolling interest recorded as a reduction of net income available to common stockholders in the condensed consolidated statements of comprehensive income represents RCP’s distributive share.

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NOTE 12 – FAIR VALUE MEASUREMENT

The accounting guidance for fair value, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants as of the reporting date. The framework for measuring fair value consists of a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The fair value measurement level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:

•Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;

•Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost); and

•Income approach: Techniques to convert future amounts to a single present amount based upon market expectations, including present value techniques, option pricing, and excess earning models.

Items Measured at Fair Value on a Recurring Basis

The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis:

	Fair Value Measurements as of March 31, 2026
(In thousands)	Level 3			Total
Contingent consideration	$	(12,200	)	$	(12,200	)
	Fair Value Measurements as of June 30, 2025
(In thousands)	Level 3			Total
Contingent consideration	$	(19,350	)	$	(19,350	)

The following table provides a reconciliation of the financial liabilities measured at fair value using significant unobservable inputs (Level 3):

(In thousands)	Contingent Consideration
Balance as of June 30, 2025	$	(19,350	)
Increase related to acquisitions		(2,000	)
Contingent consideration paid		5,560
Change in fair value		3,590
Balance as of March 31, 2026	$	(12,200	)

The Company has contingent obligations to transfer cash payments to former shareholders of acquired operations in conjunction with certain acquisitions if specified operating results and financial objectives are met over their stated earn-out period. Contingent consideration is measured quarterly at fair value, and any change in the fair value of the contingent liability is included in the condensed consolidated statements of comprehensive income. The change in fair value in each period is principally attributable to a change in management’s estimates of future earn-out payments through the remainder of the earn-out periods.

The Company uses projected future financial results based on recent and historical data to value the anticipated future earn-out payments. To calculate fair value, the future earn-out payments were then discounted using Level 3 inputs. The Company has classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs. The Company believes the discount rate used to discount the earn-out payments reflects market participant assumptions. Changes in assumptions and operating results could have a significant impact on the earn-out amount up to a maximum of $41,000 through earn-out periods measured through August 2029.

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Fair Value of Financial Instruments

The carrying amounts of the Company’s cash equivalents, receivables, contract assets, accounts payable, commissions payable, accrued expenses, and the income tax receivable approximate the fair values due to the relatively short maturities of these instruments. The carrying amounts of the Company’s Revolving Credit Facility would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. During the three and nine months ended March 31, 2026, there were no transfers of financial instruments between Levels 1, 2, and 3.

NOTE 13 – INCOME TAXES

The components of income tax expense are as follows:

	Three Months Ended March 31,					Nine Months Ended March 31,
(In thousands)	2026		2025			2026		2025
Current income tax expense	$	1,761	$	1,024		$	3,251	$	4,143
Deferred income tax expense (benefit)		115		(451	)		689		(262	)
Income tax expense	$	1,876	$	573		$	3,940	$	3,881

The Company’s effective tax rate is 25.9% and 25.8% for the nine months ended March 31, 2026 and 2025, respectively. Income tax expense for the nine months ended March 31, 2026 and 2025 is higher than the U.S. federal statutory rate due to jurisdictional mix of federal and state taxes. The Company does not have any uncertain tax positions.

NOTE 14 – SHARE-BASED COMPENSATION

The Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “2021 plan”) permits the Company’s Audit and Executive Committee to grant share-based awards to eligible employees, non-employee directors, and consultants of the Company. The 2021 plan became effective immediately upon approval by the Company’s stockholders and will expire on November 16, 2031, unless terminated earlier by the Board. The 2021 plan replaced the 2012 Radiant Logistics, Inc. Stock Option and Performance Award Plan (the “2012 plan”). The remaining shares available for grant under the 2012 plan will roll over into the 2021 plan, and no new awards will be granted under the 2012 plan. The terms of the 2012 plan, as applicable, will continue to govern awards outstanding under the 2012 plan, until exercised, expired, paid or otherwise terminated or canceled. Other than the 2021 plan, there are no other equity compensation plans under which equity awards can be granted.

Restricted Stock Units

The Company recognized share-based compensation expense related to restricted stock units of $559 and $1,455 for the three and nine months ended March 31, 2026, respectively, and share-based compensation expense of $452 and share-based compensation benefit of $1,234 for the three and nine months ended March 31, 2025, respectively. As of March 31, 2026, the Company had approximately $3,892 of total unrecognized share-based compensation expense for restricted stock units expected to be recognized over a weighted average period of approximately 2.10 years.

The following table summarizes restricted stock unit activity:

	Number of Units			Weighted Average Grant Date Fair Value
Unvested balance as of June 30, 2025		1,468,057		$	6.60
Vested		(258,408	)		6.79
Granted		708,981			6.21
Forfeited/Cancelled		(285,401	)		6.46
Unvested balance as of March 31, 2026		1,633,229		$	6.42

The table above includes 1,018,666 and 892,578 PSUs with performance-based conditions as of March 31, 2026 and June 30, 2025, respectively. These awards will vest upon achievement of pre-established individual and Company performance goals as measured after a three-year period.

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Stock Options

Stock options are granted at exercise prices equal to the fair value of the common stock at the date of the grant and have a term of 10 years. Generally, grants vest 20% annually over a five-year period from the date of grant. The Company recognized share-based compensation expense related to stock options of $18 and $54 for each of the three and nine months ended March 31, 2026, respectively, and $18 and $54 for the three and nine months ended March 31, 2025, respectively. As of March 31, 2026, the Company had approximately $12 of total unrecognized share-based compensation expense for stock options expected to be recognized over a weighted average period of approximately 0.18 years.

The following table summarizes stock option activity:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (In thousands)
Outstanding as of June 30, 2025		285,000		$	4.89		2.54	$	476
Exercised		(85,000	)		3.91		—		198
Outstanding as of March 31, 2026		200,000		$	5.31		2.73	$	389
Exercisable as of March 31, 2026		180,000		$	5.07		2.46	$	389

NOTE 15 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company and its subsidiaries may be subject to legal actions and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened legal proceedings that are considered other than routine legal proceedings. The Company believes that the ultimate disposition or resolution of its routine legal proceedings, in the aggregate, are not material to its financial position, results of operations and liquidity.

Contingent Consideration and Earn-out Payments

The Company’s agreements with respect to previous acquisitions contain future consideration provisions, which provide for the selling equity owners to receive additional consideration if specified operating results and financial objectives are achieved in future periods. Earn-out payments are generally due annually on November 1st or 90 days following each anniversary of each respective acquisition.

The following table represents the estimated discounted earn-out payments to be paid in each of the following fiscal years ended June 30:

(In thousands)
2026 (remaining)	$	500
2027		7,690
2028		3,210
2029		500
2030		300
Total	$	12,200

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NOTE 16 – OPERATING AND GEOGRAPHIC SEGMENT INFORMATION

In conjunction with the adoption of ASU 2023-07, the Company reevaluated its measure of segment profit or loss and determined that adjusted EBITDA provides a more meaningful representation of segment performance and aligns with how the Chief Operating Decision Maker ("CODM”) evaluates operating results and allocates resources, including employees, technology investments, and capital expenditures. The Company considers adjusted EBITDA as its primary performance metric. In connection with this segment reporting change, the Company has recast previously reported amounts for the reportable segments to conform with the current segment presentation.

The Company is organized in two reportable segments: United States and Canada. The Company’s segment structure is aligned with its geographic operations, as this reflects the way management assesses business performance and allocates resources. The United States segment also includes the Company’s operations in Mexico. Each reportable segment derives its revenue primarily from providing transportation services, and to a lesser extent from other value-added services. Other segment expenses primarily include selling, general, and administrative expenses. Certain corporate costs, primarily the salaries and benefits of the Company’s executives, and other corporate functions, such as legal and financial reporting, amortization of intangible assets, and other corporate costs associated with operating as a public company are considered unallocated corporate costs and not reported in the segment results.

The CEO, who is the CODM, uses adjusted EBITDA to assess performance and allocate resources to each segment, primarily through performance reviews of the operating segment results and periodic reviews of the segment’s budget versus actual comparisons. The segment profit measure excludes the effects of interest, income taxes, depreciation and amortization, and further adjust for such items as share-based compensation, costs unrelated to our core operations, and other non-cash charges. The accounting policies of the reportable segments are the same as those described in Note 2. The Company does not report total assets by segment as its CODM does not assess performance, make strategic decisions, or allocate resources based on assets.

The following tables summarize key financial information by segment:

	Three months ended March 31, 2026
(In thousands)	United States			Canada			Total
Revenue	$	188,608		$	25,729		$	214,337
Elimination from intersegment revenue								(202	)
Total consolidated revenue							$	214,135
Less segment expenses:
Cost of transportation and other services		(140,525	)		(17,496	)
Operating partner commissions		(19,136	)		—
Personnel costs		(15,271	)		(4,452	)
Other segment expenses		(5,013	)		(1,868	)
Segment adjusted EBITDA	$	8,663		$	1,913		$	10,576
	Nine Months Ended March 31, 2026
(In thousands)	United States			Canada			Total
Revenues	$	589,747		$	83,595		$	673,342
Elimination from intersegment revenues								(422	)
Total consolidated revenues							$	672,920
Less segment expenses:
Cost of transportation and other services		(438,941	)		(55,171	)
Operating partner commissions		(59,439	)		—
Personnel costs		(46,805	)		(13,754	)
Other segment expenses		(18,630	)		(5,845	)
Segment adjusted EBITDA	$	25,932		$	8,825		$	34,757

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	Three months ended March 31, 2025
(In thousands)	United States			Canada			Total
Revenue	$	186,010		$	28,085		$	214,095
Elimination from intersegment revenue								(88	)
Total consolidated revenue							$	214,007
Less segment expenses:
Cost of transportation and other services		(136,665	)		(19,255	)
Operating partner commissions		(19,256	)		—
Personnel costs		(14,441	)		(4,222	)
Other segment expenses		(6,190	)		(1,952	)
Segment adjusted EBITDA	$	9,458		$	2,656		$	12,114
	Nine Months Ended March 31, 2025
(In thousands)	United States			Canada			Total
Revenues	$	599,588		$	82,745		$	682,333
Elimination from intersegment revenues								(217	)
Total consolidated revenues							$	682,116
Less segment expenses:
Cost of transportation and other services		(447,425	)		(55,874	)
Operating partner commissions		(57,348	)		—
Personnel costs		(42,588	)		(13,474	)
Other segment expenses		(20,245	)		(6,432	)
Segment adjusted EBITDA	$	31,982		$	6,965		$	38,947

The following table presents a reconciliation of Segment adjusted EBITDA to income before income taxes:

	Three Months Ended March 31,						Nine Months Ended March 31,
(In thousands)	2026			2025			2026			2025
Segment adjusted EBITDA	$	10,576		$	12,114		$	34,757		$	38,947
Depreciation and amortization		(3,614	)		(4,936	)		(10,706	)		(14,893	)
Share-based compensation		(577	)		(470	)		(1,509	)		1,180
Change in fair value of contingent consideration		3,700			(250	)		3,590			850
Change in fair value of interest rate swap contracts		—			(291	)		—			(1,032	)
Interest income (expense), net		(508	)		(11	)		(1,658	)		273
Other		271			127			(35	)		336
Unallocated corporate costs		(3,404	)		(3,138	)		(9,436	)		(9,275	)
Income before income taxes	$	6,444		$	3,145		$	15,003		$	16,386

The following table presents depreciation and amortization expense by segment:

	Three Months Ended March 31,				Nine Months Ended March 31,
(In thousands)	2026		2025		2026		2025
United States	$	743	$	954	$	2,229	$	3,006
Canada		1,033		963		3,059		3,045
Corporate/Eliminations		1,838		3,019		5,418		8,842
Total	$	3,614	$	4,936	$	10,706	$	14,893

Long-lived tangible assets outside of the United States, including right-of-use assets, are primarily located in Canada and were $55,150 and $61,303 as of March 31, 2026 and June 30, 2025, respectively.

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NOTE 17 – BUSINESS COMBINATION

Fiscal Year 2026 Acquisitions

Effective September 1, 2025, the Company acquired an 80% stock ownership interest in Weport, a Mexico City-based, privately held company. Weport provides national coverage for goods moving to and from Mexico with international ocean and airfreight forwarding services, multi-modal domestic services, along with customs brokerage, warehousing, and other value-added services. The Company structured the transaction similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operations, along with the right to purchase the remaining 20% in the future at the option of the Company or remaining shareholders. Weport is included in the United States segment.

The preliminary fair value estimates for the assets acquired and liabilities assumed are based upon preliminary calculations and valuations. The estimates and assumptions are subject to change as additional information is obtained for the estimates during the measurement period (up to one year from the acquisition date). The primary estimates not yet finalized relate to net assets acquired, identifiable intangible assets, working capital, noncontrolling interest, and contingent consideration.

During the second fiscal quarter ended December 31, 2025, the Company continued to finalize the purchase accounting of Weport and determined a measurement period adjustment was needed due to the embedded nature of the put option and reclassified the 20% noncontrolling interest from permanent equity to temporary or mezzanine equity.

The Company and the existing shareholders agreed to certain put and call options with regards to the remaining 20% interest. Commencing on September 1, 2027, the existing shareholders may exercise a put option to sell their shares to the Company. The Company is irrevocably obligated to purchase the shares. In addition, the Company has a call option to purchase, at its option, the remaining shares. The put and call options continue as long as the shares are held by the existing shareholders. The Company determined that the put option is embedded within the noncontrolling interest requiring that the amount be classified as redeemable noncontrolling interest outside of equity in the condensed consolidated balance sheets.

Fiscal Year 2025 Acquisitions

Effective September 1, 2024, the Company acquired Foundation Logistics & Services, LLC, a Humble, Texas based, privately held company that provides a full range of specialized transportation and logistics services for companies involved in the exploration, drilling, and production of oil and gas.

Effective October 1, 2024, the Company acquired the assets and operations of Focus Logistics, Inc. (“Focus”), a privately held company with operations in Romulus, Michigan that has operated under the Company’s Service By Air brand since 2006. Focus combined with the Company’s existing operations in the Detroit, Michigan area to solidify the Company’s offerings in the region.

Effective December 1, 2024, the Company acquired the assets and operations of TCB Transportation Associates, LLC d/b/a TCB Transportation, a St Louis, Missouri based, privately held intermodal marketing company specializing in the movement of 40 and 53-foot containers across North America.

Effective March 1, 2025, the Company acquired Transcon Shipping Co., Inc. (“Transcon”), a California-based, privately held company that combines decades of excellence in ocean freight forwarding services with a complementary portfolio of air freight and other transportation services from strategic gateway locations in Los Angeles, New York and Chicago. Transcon combined with the Company’s existing operations in Los Angeles, New York, and Chicago.

The Company structured each of these transactions similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operation. Goodwill is recorded in the United States operating segment and is expected to be deductible for income tax purposes over a period of 15 years, except for the goodwill recorded for Transcon. Intangible assets acquired consist primarily of customer related intangible assets and have an estimated useful life of 10 years.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning set forth in United States securities laws and regulations – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “estimates,” “expect,” “future,” “intend,” “may,” “plan,” “see,” “seek,” “strategy,” or “will” or the negative thereof or any variation thereon or similar terminology or expressions. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We have developed our forward-looking statements based on management’s beliefs and assumptions, which in turn rely upon information available to them at the time such statements were made. Such forward-looking statements reflect our current perspectives on our business, future performance, existing trends and information as of the date of this report. These include, but are not limited to, our beliefs about future revenue and expense levels, growth rates, prospects related to our strategic initiatives and business strategies, along with express or implied assumptions about, among other things: our continued relationships with our strategic operating partners; the performance of our historic business, as well as the businesses we have recently acquired, at levels consistent with recent trends and reflective of the synergies we believe will be available to us as a result of such acquisitions; our ability to successfully integrate our recently acquired businesses; our ability to locate suitable acquisition opportunities and secure the financing necessary to complete such acquisitions; transportation costs remaining in line with recent levels and expected trends; our ability to mitigate, to the best extent possible, our dependence on current management and certain larger strategic operating partners; our compliance with financial and other covenants under our indebtedness; the absence of any adverse laws or governmental regulations affecting the transportation industry in general, and our operations in particular; our ability to continue to respond to macroeconomic factors that have recently had a negative effect on worldwide freight markets; the impact of any health pandemic or environmental event on our operations and financial results; continued disruptions in the global supply chain; higher inflationary pressures particularly surrounding the costs of fuel, labor, and other components of our operations; potential adverse legal, reputational and financial effects on the Company resulting from prior or future cyber incidents and the effectiveness of the Company’s business continuity plans in response to cyber incidents; the commercial, reputational and regulatory risks to our business that may arise as a consequence of our prior inability to remediate a material weakness in our internal control over financial reporting, and the further risks that may arise should we be unable to maintain an effective system of disclosure controls and internal control over financial reporting in the future; and such other factors that may be identified from time to time in our U.S Securities and Exchange Commission (“SEC”) filings and other public announcements including those set forth under the caption “Risk Factors” in Part 1 Item 1A of our Form 10-K for the year ended June 30, 2025. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. We disclaim any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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The following discussion and analysis of our financial condition and result of operations should be read in conjunction with the condensed consolidated financial statements and the related notes and other information included elsewhere in this report.

Overview

Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company,” “we” or “us”), is a leading third-party logistics company, providing technology-enabled global transportation and value-added logistics services primarily in the United States, Canada, and Mexico. We service a large, broad, and diversified account base consisting of consumer goods, food and beverage, electronics and high-tech, aviation and automotive, military and government, and manufacturing and retail customers, which is supported by an extensive network of operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are a number of independent agents, who are also referred to as “strategic operating partners,” that operate exclusively on the Company's behalf, and approximately 30 Company-owned locations. As the operator of a third-party logistics business, the Company has a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in its carrier network. We believe shippers value our services because we are able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service without undue influence caused by the ownership of transportation assets. In addition, our minimal investment in physical assets affords us the opportunity for a higher return on invested capital and generally stronger net cash flows than our asset-based competitors.

Through our operating locations across North America, we offer domestic and international freight forwarding and freight brokerage services, including air, ocean, truckload, less than truckload ("LTL"), and intermodal, which is the movement of freight in trailers or containers by combination of truck and rail. Our primary business operations involve arranging shipments, on behalf of our customers, of materials, products, equipment and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS. Our services include arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. We also provide other value-added logistics services, including materials management and distributions ("MM&D"), customs house brokerage ("CHB") and global trade management ("GTM") solutions which complement our core transportation service offering.

The Company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The Company’s organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of the Company’s technology platform, while continuing its efforts on the organic build-out of the Company’s network of strategic operating partner locations. In addition, as the Company continues to grow and scale its business, the Company believes that it is creating density in its trade lanes, enhances our ability to efficiently source and manage its transportation capacity.

In addition to its focus on organic growth, the Company will continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale its business, it also remains focused on leveraging its back-office infrastructure and technology systems to drive productivity improvement across the organization.

Impact of Notable External Conditions

Global economic and trade conditions remain highly uncertain. Inflationary pressures, tariff and trade policy uncertainty, and geopolitical tensions – including the ongoing conflict in the Middle East and its effects on global energy markets, freight capacity, and shipping costs – continue to create volatility in shipment volumes, pricing dynamics, and operating margins. Elevated fuel prices, airspace restrictions, and conflict-related rerouting have added cost pressures across air and ocean freight markets, which may adversely affect our business and financial results.

Performance Metrics

Our principal source of income is derived from freight forwarding and freight brokerage services we provide to our customers. As a third-party logistics provider, we arrange for the shipment of our customers’ freight from point of origin to point of destination. Generally, we quote our customers a turnkey cost for the movement of their freight. Our price quote will often depend upon the customer’s time-definite needs (first day through fifth day delivery), special handling needs (heavy equipment, delicate items, environmentally sensitive goods, electronic components, etc.), and the means of transport (motor carrier, air, ocean or rail). In turn, we assume the responsibility for arranging and paying for the underlying means of transportation.

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Our transportation revenue represents the total dollar value of services we sell to our customers. Our cost of transportation includes direct costs of transportation, including motor carrier, air, ocean, and rail services. Our adjusted gross profit, a non-GAAP financial measure, is gross revenue less the direct cost of transportation and other services (excluding depreciation and amortization, which are reported separately), and is used as an indicator of our ability to source, add value, and resell services provided by third-parties, and is considered by management to be a key performance measure. Adjusted gross profit percentage is adjusted gross profit as a percentage of our total revenue. In addition, management believes measuring its operating costs as a function of adjusted gross profit provides a useful metric, as our ability to control costs as a function of adjusted gross profit directly impacts operating results. We believe that these metrics provide investors with meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.

Our operating results will be affected as acquisitions occur. Since acquisitions are recorded using the acquisition method of accounting for business combinations, our financial statements will only include the results of operations and cash flows of acquired companies for periods subsequent to the date of acquisition.

Our GAAP-based net income will be affected by non-cash charges relating to the amortization of customer-related intangible assets and other intangible assets attributable to completed acquisitions. Under applicable accounting standards, purchasers are required to allocate the total consideration in a business combination to the identified assets acquired and liabilities assumed based on their fair values at the time of acquisition. The excess of the consideration paid over the fair value of the identifiable net assets acquired is to be allocated to goodwill, which is tested at least annually for impairment. Applicable accounting standards require that we separately account for and value certain identifiable intangible assets based on the unique facts and circumstances of each acquisition. As a result of our acquisition strategy, our net income will include material non-cash charges relating to the amortization of customer-related intangible assets and other intangible assets acquired in our acquisitions. Although these charges may increase as we complete more acquisitions, we believe we will be growing the value of our intangible assets (e.g., customer relationships). Thus, we believe that earnings before interest, income taxes, depreciation and amortization, or EBITDA, is a useful financial measure for investors because it eliminates the effect of these non-cash charges and provides an important metric for our business.

EBITDA is a non-GAAP financial measure of income and does not include the effects of interest, income taxes, and the “non-cash” effects of depreciation and amortization on long-term assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We exclude all depreciation charges related to property, technology, and equipment and all amortization charges (including amortization of leasehold improvements). We then further adjust EBITDA to exclude share-based compensation, costs unrelated to our core operations (primarily acquisition and litigation costs), allocation of earnings attributable to noncontrolling interests in subsidiaries, and other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our condensed consolidated financial statements. The Company’s financial covenants with its lenders define an adjusted EBITDA as a key component of its covenant calculations. The Company’s ability to grow adjusted EBITDA is closely monitored by management as it’s directly tied to financial borrowing capacity and is a frequent point of discussion with its investors as well as the Company’s earnings calls.

Our operating results are also subject to seasonal trends when measured on a quarterly basis. The impact of seasonality on our business will depend on numerous factors, including the markets in which we operate, holiday seasons, consumer demand, and economic conditions. Since our revenue is largely derived from customers whose shipments are dependent upon consumer demand and just-in-time production schedules, the timing of our revenue is often beyond our control. Factors such as shifting demand for retail goods and/or manufacturing production delays could unexpectedly affect the timing of our revenue. As we increase the scale of our operations, seasonal trends in one area of our business may be offset to an extent by opposite trends in another area. We cannot accurately predict the timing of these factors, nor can we accurately estimate the impact of any particular factor, and thus we can give no assurance any historical seasonal patterns will continue in future periods.

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Results of Operations

Three months ended March 31, 2026 and 2025 (unaudited)

The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the three months ended March 31, 2026 and 2025:

	Three Months Ended March 31, 2026												Three Months Ended March 31, 2025
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
Revenues
Transportation	$	184,499		$	18,103		$	(202	)	$	202,400		$	182,034		$	20,440		$	(88	)	$	202,386
Value-added services		4,109			7,626			—			11,735			3,976			7,645			—			11,621
		188,608			25,729			(202	)		214,135			186,010			28,085			(88	)		214,007
Cost of transportation and other services
Transportation		138,670			14,333			(202	)		152,801			135,077			15,974			(88	)		150,963
Value-added services		1,855			3,163			—			5,018			1,588			3,281			—			4,869
		140,525			17,496			(202	)		157,819			136,665			19,255			(88	)		155,832
Adjusted gross profit (1)
Transportation		45,829			3,770			—			49,599			46,957			4,466			—			51,423
Value-added services		2,254			4,463			—			6,717			2,388			4,364			—			6,752
	$	48,083		$	8,233		$	—		$	56,316		$	49,345		$	8,830		$	—		$	58,175
Adjusted gross profit percentage
Transportation		24.8	%		20.8	%	N/A				24.5	%		25.8	%		21.8	%	N/A				25.4	%
Value-added services		54.9	%		58.5	%	N/A				57.2	%		60.1	%		57.1	%	N/A				58.1	%

(1) Adjusted gross profit is revenues less the cost of transportation and other services.

Transportation revenue was $202.4 million for each of the three months ended March 31, 2026 and 2025, respectively. Adjusted transportation gross profit was $49.6 million and $51.4 million for the three months ended March 31, 2026 and 2025, respectively. Net transportation margins decreased from 25.4% to 24.5%, primarily due to change in product mix.

Value-added services revenue was $11.7 million and $11.6 million for the three months ended March 31, 2026 and 2025, respectively. Adjusted value-added services gross profit was $6.7 million for the three months ended March 31, 2026, compared to $6.8 million for the comparable prior year period. Adjusted value-added services gross profit percentage decreased from 58.1% to 57.2%.

The following table provides a reconciliation for the three months ended March 31, 2026 and 2025 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:

(In thousands)	Three Months Ended March 31,
Reconciliation of adjusted gross profit to GAAP gross profit	2026			2025
Revenues	$	214,135		$	214,007
Cost of transportation and other services (exclusive of depreciation     and amortization, shown separately below)		(157,819	)		(155,832	)
Depreciation and amortization		(2,412	)		(3,632	)
GAAP gross profit	$	53,904		$	54,543
Depreciation and amortization		2,412			3,632
Adjusted gross profit	$	56,316		$	58,175
GAAP gross profit percentage		25.2	%		25.5	%
Adjusted gross profit percentage		26.3	%		27.2	%

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The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the three months ended March 31, 2026 and 2025:

	Three Months Ended March 31, 2026										Three Months Ended March 31, 2025
(In thousands)	United States		Canada		Corporate/ Eliminations			Total			United States			Canada		Corporate/ Eliminations			Total
Adjusted gross profit (1)	$	48,083	$	8,233	$	—		$	56,316		$	49,345		$	8,830	$	—		$	58,175
Operating expenses:
Operating partner commissions		19,136		—		—			19,136			19,256			—		—			19,256
Personnel costs		15,271		4,452		1,746			21,469			14,441			4,222		1,787			20,450
Selling, general and administrative     expenses		5,417		1,916		1,919			9,252			6,432			2,139		1,378			9,949
Depreciation and amortization		743		1,033		1,838			3,614			954			963		3,019			4,936
Change in fair value of contingent     consideration		—		—		(3,700	)		(3,700	)		—			—		250			250
Total operating expenses		40,567		7,401		1,803			49,771			41,083			7,324		6,434			54,841
Income (loss) from operations		7,516		832		(1,803	)		6,545			8,262			1,506		(6,434	)		3,334
Other income (expense)		258		149		(508	)		(101	)		91			22		(302	)		(189	)
Income (loss) before income taxes		7,774		981		(2,311	)		6,444			8,353			1,528		(6,736	)		3,145
Income tax expense		—		—		(1,876	)		(1,876	)		—			—		(573	)		(573	)
Net income (loss)		7,774		981		(4,187	)		4,568			8,353			1,528		(7,309	)		2,572
Less: Net income attributable to non-controlling interest		103		—		—			103			(31	)		—		—			(31	)
Net income (loss) attributable to     Radiant Logistics, Inc.	$	7,877	$	981	$	(4,187	)	$	4,671		$	8,322		$	1,528	$	(7,309	)	$	2,541

	Three Months Ended March 31, 2026										Three Months Ended March 31, 2025
Operating expenses as a percent of     adjusted gross profit (1):	United States			Canada			Corporate/ Eliminations	Total			United States			Canada			Corporate/ Eliminations	Total
Operating partner commissions		39.8	%		0.0	%	N/A		34.0	%		39.0	%		0.0	%	N/A		33.1	%
Personnel costs		31.8	%		54.1	%	N/A		38.1	%		29.3	%		47.8	%	N/A		35.2	%
Selling, general and administrative     expenses		11.3	%		23.3	%	N/A		16.4	%		13.0	%		24.2	%	N/A		17.1	%
Depreciation and amortization		1.5	%		12.5	%	N/A		6.4	%		1.9	%		10.9	%	N/A		8.5	%

(1) Adjusted gross profit is revenues less the cost of transportation and other services.

Operating partner commissions decreased $0.2 million, or 0.6%, to $19.1 million for the three months ended March 31, 2026. As a percentage of adjusted gross profit, operating partner commissions increased 88 basis points to 34.0% from 33.1% for the three months ended March 31, 2026 and 2025, respectively, as a result of a higher mix of gross margin generated from strategic operating partners compared to Company-owned locations.

Personnel costs increased $1.0 million, or 5.0%, to $21.5 million for the three months ended March 31, 2026. The increase is primarily due to an increase in headcount from recent acquisitions. As a percentage of adjusted gross profit, personnel costs increased 297 basis points to 38.1% from 35.2% for the three months ended March 31, 2026 and 2025, respectively.

Selling, general and administrative (“SG&A”) expenses decreased $0.6 million, or 7.0%, to $9.3 million for the three months ended March 31, 2026. The decrease is primarily due to decreased technology spending by consolidating transportation management systems, partially offset by an increase in professional service fees. As a percentage of adjusted gross profit, SG&A decreased 67 basis points to 16.4% from 17.1% for the three months ended March 31, 2026 and 2025, respectively.

Depreciation and amortization costs decreased $1.3 million, or 26.8%, to $3.6 million for the three months ended March 31, 2026. The decrease is primarily attributable to amortization of intangible assets from acquisitions that are now fully amortized, partially offset by amortization of intangible assets from acquisitions that have occurred since the prior year period. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 207 basis points to 6.4% from 8.5% for the three months ended March 31, 2026 and 2025, respectively.

Change in fair value of contingent consideration was a gain of $3.7 million for the three months ended March 31, 2026, compared to an expense of $0.3 million for the three months ended March 31, 2025. The change in each year is attributable to a change in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.

Our increase in net income is driven by the gain in fair value of contingent consideration and decreased depreciation and amortization, partially offset by the decrease in adjusted gross profit and increased income tax expense.

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Our future financial results may be impacted by amortization of intangible assets resulting from acquisitions, and gains or losses from changes in fair value of contingent consideration, which are difficult to predict.

The following table provides a reconciliation for the three months ended March 31, 2026 and 2025 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:

	Three Months Ended March 31, 2026												Three Months Ended March 31, 2025
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
Net income (loss) attributable to     Radiant Logistics, Inc.	$	7,877		$	981		$	(4,187	)	$	4,671		$	8,322		$	1,528		$	(7,309	)	$	2,541
Income tax expense		—			—			1,876			1,876			—			—			573			573
Depreciation and amortization		743			1,033			1,838			3,614			954			963			3,019			4,936
Net interest expense		—			—			508			508			—			—			11			11
Share-based compensation		270			46			261			577			200			33			237			470
Change in fair value of     contingent consideration		—			—			(3,700	)		(3,700	)		—			—			250			250
Lease termination costs		3			—			—			3			16			194			—			210
Change in fair value of interest     rate swap contracts		—			—			—			—			—			—			291			291
Other (1)		(230	)		(147	)		579			202			(34	)		(62	)		212			116
Adjusted EBITDA	$	8,663		$	1,913		$	(2,825	)	$	7,751		$	9,458		$	2,656		$	(2,716	)	$	9,398
Adjusted EBITDA as a % of adjusted gross profit (2)		18.0	%		23.2	%	N/A				13.8	%		19.2	%		30.1	%	N/A				16.2	%

(1) Other includes costs unrelated to our core operations (primarily acquisition and litigation costs), and other non-cash charges.

(2) Adjusted gross profit is revenues less the cost of transportation and other services.

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Nine months ended March 31, 2026 and 2025 (unaudited)

The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the nine months ended March 31, 2026 and 2025:

	Nine Months Ended March 31, 2026												Nine Months Ended March 31, 2025
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
Revenues
Transportation	$	577,276		$	56,426		$	(422	)	$	633,280		$	587,774		$	58,712		$	(217	)	$	646,269
Value-added services		12,471			27,169			—			39,640			11,814			24,033			—			35,847
		589,747			83,595			(422	)		672,920			599,588			82,745			(217	)		682,116
Cost of transportation and other services
Transportation		434,414			44,535			(422	)		478,527			442,500			45,367			(217	)		487,650
Value-added services		4,527			10,636			—			15,163			4,925			10,507			—			15,432
		438,941			55,171			(422	)		493,690			447,425			55,874			(217	)		503,082
Adjusted gross profit (1)
Transportation		142,862			11,891			—			154,753			145,274			13,345			—			158,619
Value-added services		7,944			16,533			—			24,477			6,889			13,526			—			20,415
	$	150,806		$	28,424		$	—		$	179,230		$	152,163		$	26,871		$	—		$	179,034
Adjusted gross profit percentage
Transportation		24.7	%		21.1	%	N/A				24.4	%		24.7	%		22.7	%	N/A				24.5	%
Value-added services		63.7	%		60.9	%	N/A				61.7	%		58.3	%		56.3	%	N/A				57.0	%

(1) Adjusted gross profit is revenues less the cost of transportation and other services.

Transportation revenue was $633.3 million and $646.3 million for the nine months ended March 31, 2026 and 2025, respectively. The decrease of $13.0 million, or 2.0%, is primarily attributable to meaningful project charter revenues in the prior year period, offset by incremental revenues generated from current and prior year acquisitions. Adjusted transportation gross profit was $154.8 million and $158.6 million for the nine months ended March 31, 2026 and 2025, respectively. Net transportation margins decreased from 24.5% to 24.4%.

Value-added services revenue was $39.6 million and $35.8 million for the nine months ended March 31, 2026 and 2025, respectively. The increase is driven by higher volumes and incremental revenue from expanded warehouse operations primarily in our Canadian segment compared to the prior year period. Adjusted value-added services gross profit was $24.5 million for the nine months ended March 31, 2026, compared to $20.4 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 57.0% to 61.7%.

The following table provides a reconciliation for the nine months ended March 31, 2026 and 2025 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:

(In thousands)	Nine Months Ended March 31,
Reconciliation of adjusted gross profit to GAAP gross profit	2026			2025
Revenues	$	672,920		$	682,116
Cost of transportation and other services (exclusive of     depreciation and amortization, shown separately below)		(493,690	)		(503,082	)
Depreciation and amortization		(7,196	)		(10,827	)
GAAP gross profit	$	172,034		$	168,207
Depreciation and amortization		7,196			10,827
Adjusted gross profit	$	179,230		$	179,034
GAAP gross profit percentage		25.6	%		24.7	%
Adjusted gross profit percentage		26.6	%		26.2	%

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The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the nine months ended March 31, 2026 and 2025:

	Nine Months Ended March 31, 2026										Nine Months Ended March 31, 2025
(In thousands)	United States		Canada		Corporate/ Eliminations			Total			United States			Canada		Corporate/ Eliminations			Total
Adjusted gross profit (1)	$	150,806	$	28,424	$	—		$	179,230		$	152,163		$	26,871	$	—		$	179,034
Operating expenses:
Operating partner commissions		59,439		—		—			59,439			57,348			—		—			57,348
Personnel costs		46,805		13,754		5,070			65,629			42,588			13,474		3,565			59,627
Selling, general and administrative     expenses		19,789		6,065		5,081			30,935			19,771			7,727		4,772			32,270
Depreciation and amortization		2,229		3,059		5,418			10,706			2,892			3,045		8,842			14,779
Change in fair value of contingent     consideration		—		—		(3,590	)		(3,590	)		—			—		(850	)		(850	)
Total operating expenses		128,262		22,878		11,979			163,119			122,599			24,246		16,329			163,174
Income (loss) from operations		22,544		5,546		(11,979	)		16,111			29,564			2,625		(16,329	)		15,860
Other income (expense)		405		145		(1,658	)		(1,108	)		125			160		241			526
Income (loss) before income taxes		22,949		5,691		(13,637	)		15,003			29,689			2,785		(16,088	)		16,386
Income tax expense		—		—		(3,940	)		(3,940	)		—			—		(3,881	)		(3,881	)
Net income (loss)		22,949		5,691		(17,577	)		11,063			29,689			2,785		(19,969	)		12,505
Less: net income attributable to non-     controlling interest		206		—		—			206			(121	)		—		—			(121	)
Net income (loss) attributable to     Radiant Logistics, Inc.	$	23,155	$	5,691	$	(17,577	)	$	11,269		$	29,568		$	2,785	$	(19,969	)	$	12,384

	Nine Months Ended March 31, 2026										Nine Months Ended March 31, 2025
Operating expenses as a percent of     adjusted gross profit (1):	United States			Canada			Corporate/ Eliminations	Total			United States			Canada			Corporate/ Eliminations	Total
Operating partner commissions		39.4	%		0.0	%	N/A		33.164	%		37.7	%		0.0	%	N/A		32.0	%
Personnel costs		31.0	%		48.4	%	N/A		36.6	%		28.0	%		50.1	%	N/A		33.3	%
Selling, general and administrative     expenses		13.1	%		21.3	%	N/A		17.3	%		13.0	%		28.8	%	N/A		18.0	%
Depreciation and amortization		1.5	%		10.8	%	N/A		6.0	%		1.9	%		11.3	%	N/A		8.3	%

(1) Adjusted gross profit is revenues less the cost of transportation and other services.

Operating partner commissions increased $2.1 million, or 3.6%, to $59.4 million for the nine months ended March 31, 2026. The increase in commissions is primarily due to a change in gross profit product mix generated from our strategic operating partners, partially offset by the conversions of strategic operating partners to Company-owned locations who earned commissions in the comparable prior year period. As a percentage of adjusted gross profit, operating partner commissions increased 113 basis points to 33.2% from 32.0% for the nine months ended March 31, 2026 and 2025, respectively, as a result of a higher mix of adjusted gross profit generated from strategic operating partners compared to Company-owned locations due to the project charter revenues in the prior year period.

Personnel costs increased $6.0 million, or 10.1%, to $65.6 million for the nine months ended March 31, 2026. The increase is primarily due to an increase in headcount from acquisitions in the current and prior year and the share-based compensation expense in the current period compared to a benefit in the prior year period. As a percentage of adjusted gross profit, personnel costs increased 331 basis points to 36.6% from 33.3% for the nine months ended March 31, 2026 and 2025, respectively.

SG&A expenses decreased $1.4 million, or 4.1%, to $30.9 million for the nine months ended March 31, 2026. The decrease is primarily due to $1.1 million of lease termination costs in the prior year period due to relocating from an existing warehouse facility prior to the conclusion of the lease term to a new and larger facility to expand existing operations, lower technology spending by consolidating transportation management systems, and lower travel and entertainment costs, partially offset by an increase to the allowance for credit losses and professional service fees. As a percentage of adjusted gross profit, SG&A decreased 76 basis points to 17.3% from 18.0% for the nine months ended March 31, 2026 and 2025, respectively.

Depreciation and amortization costs decreased $4.1 million, or 27.6%, to $10.7 million for the nine months ended March 31, 2026. The decrease is primarily attributable to amortization of intangible assets from acquisitions that are now fully amortized, partially offset by amortization of intangibles from acquisitions that have occurred since the prior year period. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 228 basis points to 6.0% from 8.3% for the nine months ended March 31, 2026 and 2025, respectively.

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Change in fair value of contingent consideration was a gain of $3.6 million for the nine months ended March 31, 2026, compared to an gain of $0.9 million for the nine months ended March 31, 2025. The change in each year is attributable to a change in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.

Our decrease in net income is driven principally by increased operating partner commissions and personnel costs, partially offset by a gain in fair value of contingent consideration and decreases to depreciation and amortization expense compared to the comparable prior year period.

Our future financial results may be impacted by amortization of intangible assets resulting from acquisitions, and gains or losses from changes in fair value of contingent consideration, which are difficult to predict.

The following table provides a reconciliation for the nine months ended March 31, 2026 and 2025 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:

	Nine Months Ended March 31, 2026												Nine Months Ended March 31, 2025
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
Net income (loss) attributable to     Radiant Logistics, Inc.	$	23,155		$	5,691		$	(17,577	)	$	11,269		$	29,568		$	2,785		$	(19,969	)	$	12,384
Income tax expense		—			—			3,940			3,940			—			—			3,881			3,881
Depreciation and amortization (1)		2,229			3,059			5,418			10,706			3,006			3,045			8,842			14,893
Net interest expense		—			—			1,658			1,658			—			—			(273	)		(273	)
Share-based compensation		696			98			715			1,509			(632	)		14			(562	)		(1,180	)
Change in fair value of     contingent consideration		—			—			(3,590	)		(3,590	)		—			—			(850	)		(850	)
Lease termination costs		32			133			—			165			52			1,324			—			1,376
Change in fair value of interest     rate swap contracts		—			—			—			—			—			—			1,032			1,032
Other (2)		(180	)		(156	)		1,001			665			(12	)		(203	)		(182	)		(397	)
Adjusted EBITDA	$	25,932		$	8,825		$	(8,435	)	$	26,322		$	31,982		$	6,965		$	(8,081	)	$	30,866
Adjusted EBITDA as a % of adjusted gross profit (3)		17.2	%		31.0	%	N/A				14.7	%		21.0	%		25.9	%	N/A				17.2	%

(1) Depreciation and amortization for the purposes of calculating adjusted EBITDA, a non-GAAP financial measure, includes depreciation expenses recognized on certain computer software as a service.

(2) Other includes costs unrelated to our core operations (primarily acquisition and litigation costs), and other non-cash charges.

(3) Adjusted gross profit is revenues less the cost of transportation and other services.

Liquidity and Capital Resources

Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of March 31, 2026, we have $39.7 million in unrestricted cash and cash equivalents on hand available for working capital and general corporate purposes.

Net cash provided by operating activities was $29.4 million and $10.2 million for the nine months ended March 31, 2026 and 2025, respectively. The cash provided primarily consisted of net income adjusted for depreciation and amortization and changes in fair value of contingent consideration, accounts receivable, prepaid expenses, operating partner commissions payable, and accrued expenses and other liabilities. Cash flow from operating activities for the nine months ended March 31, 2026 increased by $19.2 million, compared with the same period in fiscal year 2025, primarily due to decreased net income, offset by net changes in operating assets and liabilities.

Net cash used for investing activities was $8.1 million and $29.8 million for the nine months ended March 31, 2026 and 2025, respectively. Cash paid for acquisitions were $5.2 million and $25.7 million for the nine months ended March 31, 2026 and 2025, respectively. Cash paid for purchases of property, technology, and equipment were $3.5 million and $4.2 million for the nine months ended March 31, 2026 and 2025, respectively. Proceeds from sale of property, technology, and equipment were $0.5 million and $0.1 million for the nine months ended March 31, 2026 and 2025, respectively.

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Net cash used for financing activities was $4.4 million and net cash provided by financing activities was $13.9 million for the nine months ended March 31, 2026 and 2025, respectively. Net proceeds from the Revolving Credit Facility were $5.0 million and $15.0 million for the nine months ended March 31, 2026 and 2025, respectively. Repayments of finance lease liabilities were $0.2 million and $0.6 million for the nine months ended March 31, 2026 and 2025, respectively. Repurchases of common stock were $3.5 million and $0.7 million for the nine months ended March 31, 2026 and 2025, respectively. Distributions to noncontrolling interest were less than $0.1 million and $0.2 million for the nine months ended March 31, 2026 and 2025, respectively. Proceeds from exercise of stock options were $0.3 million and $1.2 million for the nine months ended March 31, 2026 and 2025, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.5 million and $0.6 million for the nine months ended March 31, 2026 and 2025, respectively.

Revolving Credit Facility

The Company entered into a $200 million syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement dated as of August 5, 2022, and amended as of September 27, 2023. The Revolving Credit Facility is segregated into two tranches, a $150 million tranche that may be loaned in U.S. Dollars and a $50 million tranche that may be loaned in either U.S. Dollars or Canadian Dollars. The Revolving Credit Facility includes a $75 million accordion feature to support future acquisition opportunities. The Revolving Credit Facility was entered into with Bank of America, N.A. and BMO Capital Markets Corp. as joint book runners and joint lead arrangers, Bank of America, N.A. as Administrative Agent, Swingline Lender and Letter of Credit Issuer, Bank of Montreal as syndication agent, KeyBank National Association and MUFG Union Bank, N.A. as co-documentation agents and Bank of America, N.A., Bank of Montreal, KeyBank National Association, MUFG Union Bank, N.A. and Washington Federal Bank, National Association as lenders (such named lenders are collectively referred to herein as “Lenders”).

The Revolving Credit Facility matures on August 5, 2027 and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and our subsidiaries, including, without limitation, all of the capital stock of our subsidiaries. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.50% to 1.50%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; or c) Term SOFR Daily Floating Rate plus 1.40% to 2.40%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility.

For borrowings under the Revolving Credit Facility, the Company is subject to the maximum consolidated net leverage ratio of 3.00 and minimum consolidated interest coverage ratio of 3.00. Additional minimum availability requirements and financial covenants apply in the event the Company seeks to use advances under the Revolving Credit Facility to pursue acquisitions or repurchase its common stock.

As of March 31, 2026, borrowings outstanding on the Revolving Credit Facility were $25.0 million. The Company was in compliance with its covenants.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

We are exposed to market risks in the ordinary course of business. These risks are primarily related to foreign exchange risk. We have currency exposure arising from both sales and purchases denominated in foreign currencies, as well as intercompany transactions. Significant changes in exchange rates between foreign currencies in which we transact business and the U.S. dollar may adversely affect our results of operations and financial condition. Historically, we have not entered into any hedging activities, and, to the extent that we continue not to do so in the future, we may be vulnerable to the effects of currency exchange rate fluctuations. A portion of our business is conducted in Canada and Mexico. If foreign exchange rates were 1.0% higher or lower, our net income for the nine months ended March 31, 2026 would have changed by approximately $0.27 million. A fluctuation in foreign exchange rates could have a modest impact on the contingent consideration payments that could be due under our acquisition of Weport, S.A. de C.V.

We are also subject to risks related to an increase in interest rates. For every $1.0 million outstanding on our Revolving Credit Facility, we will incur approximately $0.05 million of interest expense. For every 1.0% increase in interest rates, our interest expense per $1.0 million in borrowings will increase by approximately $0.01 million.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

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An evaluation of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of March 31, 2026 was carried out by our management under the supervision and with the participation of our CEO and CFO. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2026.

Management believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries may be subject to legal actions and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened legal proceedings that are considered other than routine legal proceedings. The Company believes that the ultimate disposition or resolution of its routine legal proceedings, in the aggregate, are not material to its financial position, results of operations and liquidity.

Item 1A. Risk Factors

There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In December 2023, the Company’s board of directors authorized the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2025. On November 13, 2025, the Company’s board of directors extended the program and authorized the repurchase of up to 5,000,000 shares of the Company’s common stock from November 14, 2025 through December 31, 2027. The Company did not purchase shares of common stock during the three months ended March 31, 2026. As of March 31, 2026, the Company may purchase 4,916,637 remaining shares under the repurchase program.

Item 5. Other Information

(a) None

(b) None

(c) During the three months ended March 31, 2026, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Securities and Exchange Commission Regulation S-K.

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ITEM 6. EXHIBITS

			Incorporated by Reference
Exhibit Number	Description	Filed/Furnished Herewith	Form	Period Ending	Exhibit Number	Filing Date
31.1	Certification by Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification by Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	Inline XBRL Instance	X
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents	X
104	Cover Page Interactive Data (embedded within the Inline XBRL document)	X

37

SIGNATURES

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, thereunto duly authorized.

	RADIANT LOGISTICS, INC.
Date: May 11, 2026	/s/ Bohn H. Crain
	Bohn H. Crain
	Chief Executive Officer
	(Principal Executive Officer)
Date: May 11, 2026	/s/ Todd E. Macomber
	Todd E. Macomber
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

38

EX-31.1

Exhibit 31.1

Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Bohn H. Crain, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Radiant Logistics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2026

By:	/s/ Bohn H. Crain
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Todd E. Macomber, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Radiant Logistics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2026

By:	/s/ Todd E. Macomber
	Chief Financial Officer
	(Principal Accounting Officer)

EX-32.1

Exhibit 32.1

Certifications Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of Radiant Logistics, Inc. (the “Company”) hereby certifies that, to his knowledge, the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 11, 2026

By:	/s/ Bohn H. Crain
	Bohn H. Crain
	Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Todd E. Macomber
	Todd E. Macomber
	Chief Financial Officer
	(Principal Accounting Officer)