Financial Analysis

NO TE 17 - BUSINESS COMBINATIONS 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 air and ocean 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 . 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 estimate not yet finalized relates to working capital. Intangible assets acquired consist of customer-related intangible assets and have an estimated useful life of 10 years. Weport is included in the United States segment. 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 …

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 an Amended and Restated Credit Agreement as of August 7, 2026 that amended the Credit Agreement dated as of August 5, 2022, as amended. The Revolving Credit Facility may be loaned in U.S. Dollars, with a $ 50,000 sublimit available for borrowings in Canadian Dollars (or other approved alternative currencies), and a $ 25,000 letter of credit sublimit. The Revolving Credit Facility includes a $ 100,000 accordion feature to support future acquisition opportunities. The Revolving Credit Facility was entered into with Bank of America, N.A. as Administrative Agent, Swingline Lender, and Letter of Credit Issuer, Bank of Montreal and PNC Bank, National Association, as Co-syndication agents, BOFA Securities, Inc., Bank of Montreal and PNC Bank, National Association, as joint lead arrangers and joint bookrunners, and Bank of America, N.A., Bank of Montreal, PNC Bank, National Association, and KeyBank National Association, as lenders (such named lenders are collectively referred to herein as Lenders). The Revolving Credit Facility matures on August 7, 2031 and is collateralized by a first-priority security interest in substantially all personal property of the Company and its subsidiaries, including, accounts receivable and the capital stock of the Companys U.S. and Canadian subsidiaries. Borrowings in U.S. Dollars accrue …

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, 2026 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 806,590 $ 76,707 $ ( 544 ) $ 882,753 Value-added services (1) 16,752 34,851 51,603 Total $ 823,342 $ 111,558 $ ( 544 ) $ 934,356 Timing of revenue recognition: Services transferred over time $ 817,148 $ 111,170 $ ( 544 ) $ 927,774 Services transferred at a point in time 6,194 388 6,582 Total $ 823,342 $ 111,558 $ ( 544 ) $ 934,356 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 (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 Oversight 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, 2026, there are 1,936,984 shares available for grant under the 2021 Plan. Restricted Stock Units The Company recognized share-based compensation expense related to restricted stock units of $ 1,594 and share-based compensation benefit of $ 890 for the fiscal years ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the Company had approximately $ 3,058 of total unrecognized share-based compensation cost for restricted stock units expected to be recognized over a weighted avera …

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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 segment, is as follows: (In thousands) United States Canada Total Balance as of June 30, 2025 $ 97,794 $ 19,843 $ 117,637 Acquisitions 5,221 5,221 Foreign currency translation 338 ( 824 ) ( 486 ) Balance as of June 30, 2026 $ 103,353 $ 19,019 $ 122,372 Intangible Assets Intangible assets consist of the following: June 30, 2026 (In thousands) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer related 8.5 years $ 151,229 $ ( 109,569 ) $ 41,660 Trade names and trademarks 4.7 years 15,196 ( 13,441 ) 1,755 Developed technology 0.4 years 4,091 ( 3,750 ) 341 Licenses 0.7 years 733 ( 678 ) 55 $ 171,249 $ ( 127,438 ) $ 43,811 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 was $ 7,247 and $ 10,618 for the fiscal years ended June 30, 2026 and 2025, respectively. Future amortization expense for each of the next five fiscal years ending June 30 are as follows: (In thousands) 2027 $ 6,537 2028 5,785 2029 5,201 2030 5,004 2031 4,784 …

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NO TE 13 INCOME TAXES The components of income tax expense are as follows: Year ended June 30, (In thousands) 2026 2025 Current: Federal $ 1,804 $ 1,930 State 586 944 Foreign 2,937 1,460 Total current 5,327 4,334 Deferred: Federal 532 ( 244 ) State ( 102 ) ( 165 ) Foreign ( 1,468 ) ( 160 ) Total deferred ( 1,038 ) ( 569 ) Income tax expense $ 4,289 $ 3,765 On July 1, 2025, The Company prospectively adopted ASU 2023-09. Following the new ASU required disclosures for the year ended June 30, 2026 , the reconciling items between the income tax expense computed by applying the U.S. statutory rate of 21 % and reported income tax expense are as follows: Year ended June 30, 2026 (In thousands) Amount Percent Income tax expense at U.S. statutory rate ( 21 %) $ 4,846 21.1 % Domestic state and local income taxes, net of federal effect (1) 383 1.7 % Foreign tax effects Canada 384 1.7 % Other foreign jurisdictions, net ( 259 ) ( 1.1 %) Effect of cross-border tax laws GILTI inclusions and FDII deductions, net ( 252 ) ( 1.1 %) Nontaxable or nondeductible items Contingent consideration ( 665 ) ( 2.9 %) Other, net ( 148 ) ( 0.6 %) Effective tax rate $ 4,289 18.6 % (1) State taxes in California and New York made up the majority (greater than 50 percent) of the tax effect in this category. Income taxes paid, net of refunds, for the fiscal year ended June 30, 2025 totaled $ 5,783 . Income taxes paid, net of refunds, exceeded 5 percent of total income taxes paid, net of refunds, in the following …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 3 REVENUE For the fiscal years ended June 30, 2026 and 2025 , 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, 2026 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 806,590 $ 76,707 $ ( 544 ) $ 882,753 Value-added services (1) 16,752 34,851 51,603 Total $ 823,342 $ 111,558 $ ( 544 ) $ 934,356 Timing of revenue recognition: Services transferred over time $ 817,148 $ 111,170 $ ( 544 ) $ 927,774 Services transferred at a point in time 6,194 388 6,582 Total $ 823,342 $ 111,558 $ ( 544 ) $ 934,356 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 (1) Value-added services include MM&D, CHB, GTM and other services. …

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NO TE 16 OPERATING AND GEOGRAPHIC SEGMENT INFORMATION 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. The United States segment also includes the Companys 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 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 and not reported in the segment results. The CEO, who is the Chief Operating Decision Maker (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 segments 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 pol …

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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 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 Companys Chief Executive Officer (CEO). The Company consolidates RLP as it has been determined that the Company is the primary beneficiary of the entity. All significant intercompany balances and transactions have been eliminated. Noncontrolling interest in the 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 percentage ownership interests. b) Use of Estimates The consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). Those principles require 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 t …

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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, 2026 or 2025. Stock Repurchase Program 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 . On November 13, 2025, the Companys board of directors extended the program and authorized the repurchase of up to 5,000,000 shares of the Companys 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 during the fiscal year ended June 30, 2026. During the fiscal year ended June 30, 2025, 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 . …

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NOTE 18 - SUBSEQUENT EVENTS Revolving Credit Facility Subsequent to year-end, effective August 7, 2026, the Company entered into an Amended and Restated Credit Agreement for its Revolving Credit Facility. There were no significant changes to the terms of the Revolving Credit Facility, and the current terms are described in Note 8. Lease Subsequent to year-end, the Company renewed a lease agreement through March 2032 resulting in a commitment of undiscounted future lease payments totaling $ 10,292 .

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