RADIANT LOGISTICS, INC SEC Filings

A shareholder in RLGT has filed a Rule 144 notice to sell 12,277 shares of common stock through Raymond James & Associates on the NYSE. The shares have an indicated aggregate market value of $77,365.97 based on the filing. The securities were acquired via an RSU grant vest on 09/15/2024, with the sale expected around 12/02/2025 for cash. The filing also notes that there were 46,870,000 shares outstanding at the time referenced, giving context for the size of this planned sale.

Radiant Logistics, Inc. reported the results of its annual stockholder meeting. As of the record date, 47,233,388 shares of common stock were issued and outstanding, each entitled to one vote.

Stockholders elected Bohn H. Crain, Richard P. Palmieri, Michael Gould, and Kristin E. Toth to the board of directors to serve until the 2026 annual meeting and until their successors are duly elected and qualified. Stockholders also approved the ratification of Baker Tilly US, LLP as independent auditor for the 2026 fiscal year.

On an advisory basis, stockholders approved the company’s executive compensation and also approved, on an advisory basis, holding the executive compensation advisory vote every one year.

Radiant Logistics, Inc. announced that its board of directors has authorized a stock repurchase program for up to five million shares of its common stock, with authorization running through December 31, 2027. This gives the company flexibility to buy back its shares over the next two years.

As of November 14, 2025, Radiant Logistics had 46,873,197 shares of common stock outstanding, providing context for the potential size of the repurchase program. The timing and amount of any actual repurchases will depend on market conditions and other corporate considerations.

Radiant Logistics, Inc. director reports stock award activity. A director of Radiant Logistics (RLGT) exercised restricted stock units that converted into 10,369 shares of common stock on November 14, 2025, increasing directly owned common shares to 691,268. The director also received a new grant of 9,643 restricted stock units on November 13, 2025, which are scheduled to vest on November 13, 2028. Each restricted stock unit represents the right to receive one share of common stock at no cash exercise price, and vested shares are to be delivered within 30 days after vesting.

Radiant Logistics, Inc. (RLGT) director Richard P. Palmieri reported equity compensation activity. On November 14, 2025, 13,249 restricted stock units were converted into an equal number of common shares, leaving him with 144,359 common shares held directly after the transaction. The filing also shows restricted stock units that vested on November 14, 2025, with shares to be delivered within 30 days of vesting. In addition, a new grant of 14,066 restricted stock units was reported that will vest on November 13, 2028, with shares to be delivered within 30 days after vesting.

Radiant Logistics, Inc. (RLGT) director Kristin E. Toth reported equity compensation activity. On 11/14/2025, 10,138 restricted stock units were exercised (transaction code M) and converted into common stock on a one-for-one basis at a price of $0, leaving her with 10,672 common shares held directly after the transaction.

Toth also reported derivative holdings in the form of restricted stock units. One award of 10,138 units vested on 11/14/2025, with shares to be delivered within 30 days of vesting. A separate grant of 9,643 restricted stock units was acquired on 11/13/2025 and is scheduled to vest on 11/13/2028, bringing her total restricted stock units beneficially owned after the reported transactions to 31,834.

Radiant Logistics (RLGT) reported higher revenue but lower profit for the quarter. Revenue rose to $226.7 million from $203.6 million as both U.S. ($198.1 million) and Canada ($28.6 million) improved, including more value‑added services. However, operating income fell to $2.1 million from $3.8 million, and net income attributable to the company declined to $1.3 million from $3.4 million, with diluted EPS of $0.03 versus $0.07 a year ago.

Costs increased across transportation, commissions, personnel, and SG&A, while interest expense also rose. Segment adjusted EBITDA was $9.6 million, down from $12.3 million. Cash and cash equivalents increased to $28.1 million from $22.9 million, aided by $2.5 million in operating cash flow; borrowings on the revolver were $30.0 million, up from $20.0 million.

The company acquired 80% of Weport, S.A. de C.V., adding Mexico-focused forwarding and customs capabilities. It repurchased 140,000 shares for $0.8 million during the quarter and subsequently bought 341,466 shares for $2.0 million. Shares outstanding were 46,886,380 as of November 7, 2025.

Radiant Logistics (RLGT) announced financial results for the three months ended September 30, 2025 via a press release furnished as Exhibit 99.1. The release includes non-GAAP metrics such as adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin, with reconciliations to the nearest GAAP measures. The information was furnished, not filed, and is not incorporated by reference under the Securities Act or Exchange Act.

Radiant Logistics, Inc. presents its 2025 proxy disclosures including board procedures for stockholder nominations, executive compensation design, governance policies, and disclosure about auditor review and remediation efforts. The Audit and Ethics Oversight Committee worked with Baker Tilly and concluded the audited consolidated financial statements for the year ended June 30, 2025 should be filed after remediation of a material weakness in revenue recording and processing during fiscal 2025. The company discloses its long‑term incentive mix (19% time‑vested RSUs, 81% PSUs), that PSUs granted in 2022 and 2023 did not vest, and that NEO LTIP opportunities remain at 50% of CEO base salary and 35% for other NEOs. Pay disclosures show the CEOannual total compensation of $1,776,627 and a CEO:median employee pay ratio of 37:1.