Form 8-K

8-K — RADIANT LOGISTICS, INC

Accession: 0001193125-26-390772

Filed: 2026-09-14

Period: 2026-09-14

CIK: 0001171155

SIC: 4731 (ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rlgt-20260914.htm (Primary)

EX-99.1 (rlgt-ex99_1.htm)

GRAPHIC (img185176670_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rlgt-20260914.htm · Sequence: 1

8-K

0001171155false00011711552026-09-142026-09-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2026

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-35392

04-3625550

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Triton Towers Two

Seventh Floor

700 S. Renton Village Place

Renton, Washington

98057

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 425 462-1094

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 LLC

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

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On September 14, 2026, Radiant Logistics, Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended June 30, 2026. A copy of the press release, dated September 14, 2026, is furnished as Exhibit 99.1 to this Current Report on Form 8‑K.

The attached press release contains information that includes the following non-GAAP financial measures as defined in Regulation G adopted by the Securities and Exchange Commission: adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin. The Company’s management believes that presenting such non-GAAP financial measures provides useful information to investors regarding the underlying business trends and performance of the Company’s ongoing operations. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review the Company’s consolidated financial statements in their entirety and to not rely on any single financial measure. A table providing a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is included within the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report, including Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

No.

Description

99.1

Press Release, dated September 14, 2026, announcing financial results for the fourth fiscal quarter and year ended June 30, 2026.

104

Cover Page Interactive Data (embedded within the Inline XBRL document)

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

Radiant Logistics, Inc.

Date: September 14, 2026

By:

/s/ Todd Macomber

Todd Macomber

Senior Vice President and Chief Financial Officer

EX-99.1

Filename: rlgt-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

RADIANT LOGISTICS ANNOUNCES RESULTS FOR

THE FOURTH fiscal quarter and year ENDED June 30, 2026

Fourth-quarter growth accelerates across revenue, profitability and margin; Company positioned for future growth with extended and enhanced $200 million credit facility, and no net debt.

RENTON, WA September 14, 2026 – Radiant Logistics, Inc. (NYSE American: RLGT), a technology-enabled global transportation and value-added logistics services company, today reported financial results for the three and twelve months ended June 30, 2026.

Financial Highlights – Three Months Ended June 30, 2026

•

Revenues of $261.4 million for the fourth fiscal quarter ended June 30, 2026, up $40.8 million or 18.5%, compared to revenues of $220.6 million for the comparable prior year period.

•

Gross profit of $64.4 million for the fourth fiscal quarter ended June 30, 2026, up $6.5 million or 11.2%, compared to gross profit of $57.9 million for the comparable prior year period.

•

Adjusted gross profit, a non-GAAP financial measure, of $66.8 million for the fourth fiscal quarter ended June 30, 2026, up $6.4 million or 10.6%, compared to adjusted gross profit of $60.4 million for the comparable prior year period.

•

Net income attributable to Radiant Logistics, Inc. of $7.5 million, or $0.16 per basic and $0.15 per fully diluted share for the fourth fiscal quarter ended June 30, 2026, up $2.6 million or 53.1%, compared to $4.9 million, or $0.10 per basic and fully diluted share for the comparable prior year period.

•

Adjusted net income, a non-GAAP financial measure, of $7.4 million, or $0.16 per basic and $0.15 per fully diluted share for the fourth fiscal quarter ended June 30, 2026, up $1.9 million or 34.5%, compared to adjusted net income of $5.5 million, or $0.12 per basic and $0.11 per fully diluted share for the comparable prior year period. Adjusted net income is calculated by applying a normalized tax rate of 24.5% and excludes costs unrelated to our core operations.

•

Adjusted EBITDA, a non-GAAP financial measure, of $10.4 million for the fourth fiscal quarter ended June 30, 2026, up $2.5 million or 31.6%, compared to adjusted EBITDA of $7.9 million for the comparable prior year period.

•

Adjusted EBITDA margin (adjusted EBITDA expressed as a percentage of adjusted gross profit), a non-GAAP financial measure, of 15.5%, up 240 basis points, for the fourth fiscal quarter ended June 30, 2026, compared to adjusted EBITDA margin of 13.1% for the comparable prior year period.

Financing Update

On August 7, 2026, the Company entered into an amended revolving credit facility with Bank of America, N.A., Bank of Montreal, PNC Bank, National Association and KeyBank National Association, extending and enhancing its existing $200 million revolving credit facility. The amendment extends the facility's maturity by five years to August 7, 2031, increases the accordion feature available to support future acquisitions from $75 million to $100 million, and modestly improves pricing on borrowings. As of June 30, 2026, the Company had $25.0 million outstanding under the facility, more than offset by $25.6 million of cash on hand, leaving Radiant with no net debt and substantial available capacity to accelerate its organic and acquisition growth initiatives.

CEO Bohn Crain Comments on Results

“We are pleased to report another quarter of solid financial results delivering $10.4 million in adjusted EBITDA for our fourth fiscal quarter ended June 30, 2026" said Bohn Crain, Founder and CEO of Radiant Logistics. Our fourth fiscal quarter results were strong across the board, with revenue up 18.5%, adjusted gross profit up 10.6%, adjusted net income up 34.5%, adjusted EBITDA up 31.6%, and adjusted EBITDA margin expanding 240 basis points, all measured against the comparable prior year period. Our quarter-over-quarter improvement was driven principally by our U.S. forwarding operations and contribution across both our domestic and international and service offerings, including notable strength in our international airfreight operations.

On the domestic side, Navegate is beginning to prove itself out as a catalyst for growth, providing customers with better visibility and tools to manage complex supply chains, with one of our enterprise customers now actively managing over 1,400 vendors using the platform. More broadly, capacity has continued to exit the North American truckload and intermodal markets through a combination of

carrier attrition, tightening driver availability, and the normalization of a fleet that had expanded aggressively in prior years. Spot rates, tender rejections, and other cyclical indicators moved higher through the spring and carried into our fourth quarter. While these market trends are not fully reflected in our results for the June quarter, we view these developments as constructive for our domestic operations in general and our U.S. Brokerage operations, in particular. If these trends continue, we believe they support a more broad-based and durable recovery for the domestic freight market.

Also during the quarter, we extended our two-decade track record of one of the industry’s premier freight forwarding agent networks into the truck brokerage and intermodal space with the launch of a new independent agent program at Radiant Road & Rail. The program brings the same value proposition that has long distinguished our freight forwarding business -- access to our carrier network, technology platform, back-office infrastructure, and a clear, structured path to build long-term equity value with a built-in exit strategy -- to a new population of logistics entrepreneurs. We're pleased with the early response to the program and see this as a meaningful new avenue for organic growth as we bring the Radiant model to an entirely new market.

The international picture, while still shaped by a complex and evolving trade environment, showed encouraging signs of improvement during our fourth fiscal quarter. Global trade flows continued to be influenced by two significant forces. The first is the ongoing disruption to traditional ocean shipping routes, stemming from the closure of the Strait of Hormuz and continued Houthi activity affecting Suez Canal transits, which has kept capacity tight across key international trade lanes. Despite all of the complications impacting the ocean markets, we saw an encouraging uptick in ocean freight rates late in the quarter, as carriers exercised continued capacity discipline -- an early signal that the prolonged downturn in ocean pricing may be starting to stabilize.

The second is the ongoing transformation of the global tariff landscape, with U.S. trade policy sustaining a high degree of compliance complexity for shippers. This complexity, together with a period of elevated IEEPA-related filing activity across the industry, has continued to drive demand for our customs house brokerage expertise, as customers rely on experienced partners to navigate an evolving tariff structure. More recently, escalating tariff actions between the U.S. and Canada -- including new retaliatory measures Canada put into effect in early September -- add a further layer of complexity for shippers moving goods across our shared border. While it's early to gauge the full impact, we expect this cross-border dynamic to remain a source of demand for our customs brokerage and compliance capabilities, and it may also create additional international air and ocean freight forwarding opportunities for our Canadian operations as shippers look to diversify away from cross-border trucking and rail.

Notably, our airfreight performance was up meaningfully during the quarter, driven in large part by our work in support of disaster relief following typhoon activity in the Western Pacific earlier this year.

We are entering this next phase of the cycle from a position of real financial strength. In August 2026, we completed an amended and restated $200 million secured credit facility, extending its maturity to 2031, expanding our acquisition-focused accordion to $100 million, and improving our pricing terms -- and we enter fiscal 2027 with no net debt. That capacity, together with our long-term strategy of growing organically where our network gives us an advantage and supplementing that growth through disciplined acquisitions, positions us well to build on the encouraging, though still early, signs of a domestic freight recovery.”

Fourth Fiscal Quarter Ended June 30, 2026 – Financial Results

For the three months ended June 30, 2026, Radiant reported net income attributable to Radiant Logistics, Inc. of $7.5 million on $261.4 million of revenues, or $0.16 per basic and $0.15 per fully diluted share. For the three months ended June 30, 2025, Radiant reported net income attributable to Radiant Logistics, Inc. of $4.9 million on $220.6 million of revenues, or $0.10 per basic and fully diluted share.

For the three months ended June 30, 2026, Radiant reported adjusted net income, a non-GAAP financial measure, of $7.4 million, or $0.16 per basic and $0.15 per fully diluted share. For the three months ended June 30, 2025, Radiant reported adjusted net income of $5.5 million, or $0.12 per basic and $0.11 per fully diluted share.

For the three months ended June 30, 2026, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $10.4 million, compared to $7.9 million for the comparable prior year.

Year Ended June 30, 2026 – Financial Results

For the fiscal year ended June 30, 2026, the Company reported net income attributable to Radiant Logistics, Inc. of $18.8 million on $934.4 million of revenues, or $0.40 per basic and $0.39 per fully diluted share. For the fiscal year ended June 30, 2025, the Company reported net income attributable to Radiant Logistics, Inc. of $17.3 million on $902.7 million of revenues, or $0.37 per basic and $0.35 per fully diluted share.

For the Year Ended June 30, 2026, the Company reported adjusted net income, a non-GAAP financial measure, of $25.3 million, or $0.54 per basic and $0.52 per fully diluted share. For the fiscal year ended June 30, 2025, the Company reported adjusted net income of $30.9 million, or $0.66 per basic and $0.64 per fully diluted share. Normalizing these results to exclude the $1.3 million First Brands adjustment, adjusted net income would have been $24.0 million for the twelve months ended June 30, 2026.

For the fiscal year ended June 30, 2026, the Company reported adjusted EBITDA, a non-GAAP financial measure, of $36.7 million, compared to $38.8 million for the comparable prior year. Normalizing these results to exclude the $1.3 million First Brands adjustment, adjusted EBITDA would have been $35.4 million for the twelve months ended June 30, 2026.

Earnings Call and Webcast Access Information

Radiant Logistics, Inc. will host a conference call on Monday, September 14, 2026 at 4:30 PM Eastern to discuss the contents of this release. The conference call is open to all interested parties, including individual investors and press. Bohn Crain, Founder and CEO will host the call.

Conference Call Details

DATE/TIME:

Monday, September 14, 2026 at 4:30 PM Eastern

DIAL-IN

US (888) 506-0062; Intl. (973) 528-0011 (Participant Access Code: 382051)

REPLAY

September 15, 2026 at 9:30 AM Eastern to September 28, 2026 at 4:30 PM Eastern, US (877) 481-4010;

Intl. (919) 882-2331 (Replay ID number: 54507)

Webcast Details

This call is also being webcast and may be accessed via Radiant’s web site at www.radiantdelivers.com or at https://www.webcaster5.com/Webcast/Page/2191/54507

About Radiant Logistics (NYSE American: RLGT)

Radiant Logistics, Inc. (www.radiantdelivers.com) operates as a third-party logistics company, providing technology-enabled global transportation and value-added logistics services primarily to customers in the United States, Canada, and Mexico. Through its comprehensive service offerings, Radiant provides domestic and international freight forwarding and freight brokerage services to a diversified account base including manufacturers, distributors and retailers, which it supports from an extensive network of company and agent-owned offices throughout North America and other key markets around the world. Radiant’s value-added logistics services include warehouse and distribution, customs brokerage, order fulfillment, inventory management and technology services.

This press release 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 revolving credit facility; 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 the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026. 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.

Investor Contact:

Radiant Logistics, Inc.

Todd Macomber

(425) 943-4541

investors@radiantdelivers.com

Media Contact:

Radiant Logistics, Inc.

Jennifer Deenihan

(425) 462-1094

communications@radiantdelivers.com

RADIANT LOGISTICS, INC.

Consolidated Balance Sheets

June 30,

(In thousands, except share and per share data)

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

25,585

22,942

Accounts receivable, net of allowance of $3,182 and $2,128, respectively

162,792

134,911

Contract assets

11,616

6,904

Income tax receivable

983

2,194

Prepaid expenses and other current assets

7,072

12,299

Total current assets

208,048

179,250

Property, technology, and equipment, net

19,954

23,489

Goodwill

122,372

117,637

Intangible assets, net

43,811

49,123

Operating lease right-of-use assets

48,327

55,066

Deposits and other assets

1,883

2,209

Total other long-term assets

216,393

224,035

Total assets

444,395

426,774

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

88,084

74,411

Operating partner commissions payable

11,035

10,541

Accrued expenses

11,789

10,637

Current portion of operating lease liabilities

13,199

12,741

Current portion of finance lease liabilities

245

282

Current portion of contingent consideration

5,200

6,050

Other current liabilities

690

483

Total current liabilities

130,242

115,145

Notes payable

25,000

20,000

Operating lease liabilities, net of current portion

41,115

49,245

Finance lease liabilities, net of current portion

724

969

Contingent consideration, net of current portion

2,500

13,300

Deferred tax liabilities

1,069

1,782

Other long-term liabilities

352

248

Total long-term liabilities

70,760

85,544

Total liabilities

201,002

200,689

Redeemable noncontrolling interest

1,604

—

Equity:

Common stock, $0.001 par value, 100,000,000 shares authorized; 52,660,343 and

52,324,201 shares issued, and 46,894,270 and 47,143,178 shares outstanding,

respectively

Additional paid-in capital

112,100

110,588

Treasury stock, at cost, 5,766,073 and 5,181,023 shares, respectively

(35,457

)

(31,964

)

Retained earnings

169,355

150,569

Accumulated other comprehensive loss

(4,508

)

(3,211

)

Total Radiant Logistics, Inc. stockholders’ equity

241,524

226,016

Noncontrolling interest

265

Total equity

241,789

226,085

Total liabilities and equity

444,395

426,774

RADIANT LOGISTICS, INC.

Consolidated Statements of Comprehensive Income

Three Months Ended June 30,

Year Ended June 30,

(In thousands, except share and per share data)

2026

2025

2026

2025

(unaudited)

Revenues

261,436

220,580

934,356

902,696

Operating expenses:

Cost of transportation and other services

194,639

160,195

688,329

663,277

Operating partner commissions

23,007

21,145

82,446

78,493

Personnel costs

22,878

21,882

88,507

81,509

Selling, general and administrative expenses

11,381

10,201

42,316

42,471

Depreciation and amortization

3,627

3,600

14,333

18,379

Change in fair value of contingent consideration

(2,607

)

(1,641

)

(6,197

)

(2,491

)

Total operating expenses

252,925

215,382

909,734

881,638

Income from operations

8,511

5,198

24,622

21,058

Other income (expense):

Interest income

179

184

1,303

Interest expense

(525

)

(491

)

(2,319

)

(1,342

)

Foreign currency transaction gain

(101

)

(51

)

102

164

Change in fair value of interest rate swap contracts

—

(1,032

)

Other

(18

)

432

1,052

Total other income (expense)

(493

)

(381

)

(1,601

)

145

Income before income taxes

8,018

4,817

23,021

21,203

Income tax expense

(349

)

116

(4,289

)

(3,765

)

Net income

7,669

4,933

18,732

17,438

Net loss (income) attributable to noncontrolling interest

(152

)

(26

)

(147

)

Net income attributable to Radiant Logistics, Inc.

7,517

4,907

18,786

17,291

Other Comprehensive income attributable to Radiant Logistics, Inc.:

Foreign currency translation gain (loss)

(384

)

2,597

(1,199

)

335

Comprehensive income attributable to noncontrolling interest

(204

)

(147

)

(44

)

(147

)

Comprehensive income attributable to Radiant Logistics, Inc.

7,081

7,530

17,489

17,626

Income per share:

Basic

0.16

0.10

0.40

0.37

Diluted

0.15

0.10

0.39

0.35

Weighted average common shares outstanding:

Basic

46,860,560

47,144,123

46,943,071

46,969,294

Diluted

48,538,526

48,691,339

48,621,797

48,730,674

Reconciliation of Non-GAAP Measures

RADIANT LOGISTICS, INC.

Reconciliation of Gross Profit to Adjusted Gross Profit, Net Income Attributable to Radiant Logistics, Inc.

to Adjusted Net Income, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

(unaudited)

As used in this report adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are not measures of financial performance or liquidity under United States Generally Accepted Accounting Principles (“GAAP”). Adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are presented herein because they are important metrics used by management to evaluate and understand the performance of the ongoing operations of Radiant’s business. For adjusted net income, management uses a 24.5% tax rate to calculate the provision for income taxes to normalize Radiant’s tax rate to that of its competitors and to compare Radiant’s reporting periods with different effective tax rates. In addition, in arriving at adjusted net income, the Company adjusts for certain non-cash charges and significant items that are not part of regular operating activities. These adjustments include income taxes, depreciation and amortization, costs unrelated to our core operations, and other non-cash charges.

We commonly refer to the term “adjusted gross profit” when commenting about our Company and the results of operations. Adjusted gross profit is a non-GAAP measure calculated as revenues less directly related operations and expenses attributed to the Company’s services. Adjusted gross profit is calculated as GAAP gross profit exclusive of depreciation and amortization, which are reported separately. We believe adjusted gross profit is a better measurement than are total revenues when analyzing and discussing the effectiveness of our business and is used as a portion of a key metric the Company uses to discuss its progress.

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 consolidated financial statements.

We believe that these non-GAAP financial measures, as presented, represent a useful method of assessing the performance of our operating activities, as they reflect our earnings trends without the impact of certain non-cash charges and other non-recurring charges. These non-GAAP financial measures are intended to supplement the GAAP financial information by providing additional insight regarding results of operations to allow a comparison to other companies, many of whom use similar non-GAAP financial measures to supplement their GAAP results. However, these non-GAAP financial measures will not be defined in the same manner by all companies and may not be comparable to other companies. Adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin should not be considered in isolation or as a substitute for any of the consolidated statements of comprehensive income prepared in accordance with GAAP, or as an indication of Radiant’s operating performance or liquidity.

(In thousands)

Three Months Ended June 30,

Year Ended June 30,

Reconciliation of adjusted gross profit to GAAP gross profit

2026

2025

2026

2025

Revenues

261,436

220,580

934,356

902,696

Cost of transportation and other services (exclusive of

depreciation and amortization, shown separately below)

(194,639

)

(160,195

)

(688,329

)

(663,277

)

Depreciation and amortization

(2,437

)

(2,513

)

(9,633

)

(13,340

)

GAAP gross profit

64,360

57,872

236,394

226,079

Depreciation and amortization

2,437

2,513

9,633

13,340

Adjusted gross profit

66,797

60,385

246,027

239,419

GAAP gross profit percentage

24.6

26.2

25.3

25.0

Adjusted gross profit percentage

25.6

27.4

26.3

26.5

(In thousands)

Three Months Ended June 30,

Year Ended June 30,

Reconciliation of GAAP net income to adjusted EBITDA

2026

2025

2026

2025

Net income attributable to Radiant Logistics, Inc.

7,517

4,907

18,786

17,291

Income tax expense (benefit)

349

(116

)

4,289

3,765

Depreciation and amortization (1)

3,627

3,600

14,333

18,493

Net interest expense

477

312

2,135

Share-based compensation

151

361

1,660

(819

)

Change in fair value of contingent consideration

(2,607

)

(1,641

)

(6,197

)

(2,491

)

Lease termination costs

115

186

1,491

Change in fair value of interest rate swap contracts

—

1,032

Other (2)

827

352

1,492

(45

)

Adjusted EBITDA

10,362

7,890

36,684

38,756

Adjusted EBITDA as a % of adjusted gross profit (3)

15.5

13.1

14.9

16.2

(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.

(In thousands, except share and per share data)

Three Months Ended June 30,

Year Ended June 30,

Reconciliation of GAAP net income to adjusted net income

2026

2025

2026

2025

GAAP net income attributable to Radiant Logistics, Inc.

7,517

4,907

18,786

17,291

Adjustments to net income:

Income tax expense (benefit)

349

(116

)

4,289

3,765

Depreciation and amortization

3,627

3,600

14,333

18,379

Change in fair value of contingent consideration

(2,607

)

(1,641

)

(6,197

)

(2,491

)

Lease termination costs

115

186

1,491

Change in fair value of interest rate swap contracts

—

1,032

Other

858

400

2,051

1,519

Adjusted net income before income taxes

9,765

7,265

33,448

40,986

Provision for income taxes at 24.5%

(2,392

)

(1,780

)

(8,195

)

(10,042

)

Adjusted net income

7,373

5,485

25,253

30,944

Adjusted net income per common share:

Basic

0.16

0.12

0.54

0.66

Diluted

0.15

0.11

0.52

0.64

Weighted average common shares outstanding:

Basic

46,860,560

47,144,123

46,943,071

46,969,294

Diluted

48,538,526

48,691,339

48,621,797

48,730,674

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