Financial Analysis

NO TE 17 - BUSINESS COMBINATIONS 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 Companys Service by Air brand since 2006. Focus combined with the Companys existing operations in the Detroit area to solidify the Companys 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 is expected to combine with the Companys existing operations in New York and Chicago. Effective April 1, 2025 , the …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

NO TE 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 Companys opti …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

A summary of the Companys gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition are as follows: Year Ended June 30, 2025 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 776,807 $ 77,961 $ ( 383 ) $ 854,385 Value-added services (1) 15,375 32,936 48,311 Total $ 792,182 $ 110,897 $ ( 383 ) $ 902,696 Timing of revenue recognition: Services transferred over time $ 787,003 $ 110,690 $ ( 383 ) $ 897,310 Services transferred at a point in time 5,179 207 5,386 Total $ 792,182 $ 110,897 $ ( 383 ) $ 902,696 Year Ended June 30, 2024 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 670,169 $ 83,320 $ ( 241 ) $ 753,248 Value-added services (1) 13,786 35,436 49,222 Total $ 683,955 $ 118,756 $ ( 241 ) $ 802,470 Timing of revenue recognition: Services transferred over time $ 677,862 $ 118,678 $ ( 241 ) $ 796,299 Services transferred at a point in time 6,093 78 6,171 Total $ 683,955 $ 118,756 $ ( 241 ) $ 802,470 (1) Value-added services include MM&D, CHB, GTM and other services. …

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NO TE 14 SHARE-BASED COMPENSATION The Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the 2021 plan) permits the Companys 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 Companys 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. As of June 30, 2025, there are 2,347,057 shares available for grant under the 2021 Plan. Restricted Stock Units The Company recognized share-based compensation benefit related to restricted stock units of $ 890 and share-based compensation expense of $ 2,540 for the fiscal years ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had approximately $ 2,294 of total unrecognized share-based compensation cost for restricted stock units expected to be recognized over a weighted average period …

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NO TE 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 situ …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

NO TE 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, 2024 $ 73,304 $ 19,739 $ 93,043 Acquisitions 24,490 24,490 Foreign currency translation 104 104 Balance as of June 30, 2025 $ 97,794 $ 19,843 $ 117,637 Intangible Assets Intangible assets consist of the following: 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 June 30, 2024 (In thousands) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer related 8.5 years $ 125,552 $ ( 95,383 ) $ 30,169 Trade names and trademarks 6.6 years 15,382 ( 12,857 ) 2,525 Developed technology 2.4 years 4,091 ( 2,114 ) 1,977 Licenses 2.7 years 760 ( 551 ) 209 Covenants not to compete 0.6 years 1,433 ( 1,370 ) 63 $ 147,218 $ ( 112,275 ) $ 34,943 Amortization expense was $ 10,618 and $ 10,461 for the fiscal years ended June 30, 2025 and 2024, respectively. Future amortization expense for each of the next five fiscal years ending June 30 are as follows: (In thousands) 2026 $ 6,952 2027 6,352 2028 5,607 2029 5,023 2030 4,826 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

NO TE 13 INCOME TAXES The significant components of income tax expense are as follows: Year ended June 30, (In thousands) 2025 2024 Current: Federal $ 1,930 $ 1,265 State 944 341 Foreign 1,460 2,052 Total current 4,334 3,658 Deferred: Federal ( 244 ) ( 1,629 ) State ( 165 ) ( 707 ) Foreign ( 160 ) 201 Total deferred ( 569 ) ( 2,135 ) Income tax expense $ 3,765 $ 1,523 The following table reconciles income taxes based on the U.S. statutory tax rate to the Companys income tax expense: Year ended June 30, (In thousands) 2025 2024 Income tax expense at U.S. statutory rate ( 21 %) $ 4,453 $ 2,041 State income taxes, net of federal benefit 616 ( 290 ) Foreign tax rate differential 143 404 Permanent differences 474 274 Share-based compensation ( 358 ) ( 42 ) GILTI & FDII ( 222 ) ( 161 ) Minority interest from partnership ( 31 ) ( 107 ) Loss on subsidiary ( 1,100 ) Amended tax return impact ( 377 ) Return to provision true-ups ( 12 ) ( 179 ) Other, net ( 198 ) ( 40 ) Income tax expense $ 3,765 $ 1,523 The Companys effective tax rate for the year ended June 30, 2025 is lower than the U.S. federal statutory rate primarily due to tax benefits resulting from a loss on subsidiary and share-based compensation. The Companys effective tax rate for the fiscal year ended June 30, 2024 is lower than the U.S. federal statutory rate primarily due to an amendment of a prior year return resulting in a refund. Significant components of deferred tax assets and liabilities are as follows: June 30, …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 3 REVENUE For the fiscal years ended June 30, 2025 and 2024 , there was no customer whose revenue represented 10 % or more of consolidated revenues. A summary of the Companys gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition are as follows: Year Ended June 30, 2025 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 776,807 $ 77,961 $ ( 383 ) $ 854,385 Value-added services (1) 15,375 32,936 48,311 Total $ 792,182 $ 110,897 $ ( 383 ) $ 902,696 Timing of revenue recognition: Services transferred over time $ 787,003 $ 110,690 $ ( 383 ) $ 897,310 Services transferred at a point in time 5,179 207 5,386 Total $ 792,182 $ 110,897 $ ( 383 ) $ 902,696 Year Ended June 30, 2024 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 670,169 $ 83,320 $ ( 241 ) $ 753,248 Value-added services (1) 13,786 35,436 49,222 Total $ 683,955 $ 118,756 $ ( 241 ) $ 802,470 Timing of revenue recognition: Services transferred over time $ 677,862 $ 118,678 $ ( 241 ) $ 796,299 Services transferred at a point in time 6,093 78 6,171 Total $ 683,955 $ 118,756 $ ( 241 ) $ 802,470 (1) Value-added services include MM&D, CHB, GTM and other services. …

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"NO TE 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 Companys segment structure is aligned with its geographic operations, as this reflects the way management assesses business performance and allocates resources. 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 Companys 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 an …

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NO TE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Principles of Consolidation The consolidated financial statements include the accounts of Radiant Logistics, Inc. and its wholly-owned subsidiaries as well as a variable interest entity, Radiant Logistics Partners, LLC (RLP), which is 60 % owned by Radiant Capital Partners, LLC (RCP, see Note 11), an entity owned by the Companys Chief Executive Officer (CEO). All significant intercompany balances and transactions have been eliminated. Noncontrolling interest in the consolidated balance sheets represents RCPs proportionate share of equity in RLP. Net income (loss) of non-wholly-owned consolidated subsidiaries or variable interest entities is allocated to the Company and the holder(s) of the noncontrolling interest in proportion to their percentage ownership interests. b) Use of Estimates The preparation of consolidated financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (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 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. c) Cash and …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NO TE 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 June 30, 2025 or 2024. Common Stock In December 2023, the Companys board of directors authorized the repurchase of up to 5,000,000 shares of the Companys common stock through December 31, 2025 . In February 2022, the Companys board of directors authorized the repurchase of up to 5,000,000 shares of the Companys common stock through December 31, 2023 . Under the current stock repurchase program, 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 program does not obligate the Company to repurchase any specific number of shares and could be suspended or terminated at any time without prior notice. The Company purchased 145,717 shares of its common stock at an average cost of $ 5.48 per share for an aggregate cost of $ 798 during the fiscal year ended June 30, 2025. During the fiscal year ended June 30, 2024, the Company purchased 726,449 shares of its common stock at an average cost of $ 5.64 per share for an aggregate cost of $ 4,099 . …

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NOTE 18 - SUBSEQUENT EVENTS Leases Subsequent to year end, the Company entered into lease agreements totaling $ 1,150 to commence in fiscal year 2026. Acquisition Effective September 1, 2025 , the Company acquired an 80 % stock ownership interest in Weport, S.A. de C.V. (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 operation, along with the right to purchase the remaining 20 % in the future. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing