RADIANT LOGISTICS INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant Filed by a Party other than the Registrant

Check the appropriate box:

RADIANT LOGISTICS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Notice of Annual

Meeting of Stockholders

and Proxy Statement

Friday, November 15, 2024

9:00 a.m., Local Time

Triton Towers Two

700 S. Renton Village Place, Seventh Floor

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Triton Towers Two

700 S. Renton Village Place, Seventh Floor

FROM OUR CHAIRMAN OF THE BOARD

Dear Stockholder:

The 2024 Annual Meeting of Stockholders will be held at our principal executive offices located at Triton Towers Two, 700 S. Renton Village Place, Seventh Floor, Renton, Washington 98057, at 9:00 a.m., Local Time, on Friday, November 15, 2024.

In connection with the Annual Meeting, stockholders will be asked to consider and vote upon the following proposals: (1) to elect four directors to serve for the ensuing year as members of the Board of Directors of Radiant Logistics, Inc.; (2) to ratify the appointment of Moss Adams LLP, as our independent registered public accounting firm for the fiscal year ending June 30, 2025; (3) to approve, on an advisory basis, our executive compensation; and (4) to transact such other business as may properly come before the Annual Meeting or at any continuation, postponement, or adjournment thereof. The accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement describe these matters in more detail. We urge you to read this information carefully.

The Board of Directors recommends a vote: FOR each of the four nominees for director named in the proxy statement and FOR the approval of the other proposals being submitted to a vote of stockholders.

Voting your shares of Radiant Logistics common stock is easily achieved without the need to attend the Annual Meeting in person. Regardless of the number of shares of Radiant Logistics common stock that you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to vote your shares of Radiant Logistics common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning the proxy card. Voting over the Internet, by telephone, or by written proxy will ensure that your shares are represented at the Annual Meeting.

On behalf of the Board of Directors and management of Radiant Logistics, we thank you for your participation and continued support.

Sincerely,

Chairman of the Board and Chief Executive Officer

You can help us make a difference by eliminating paper proxy materials. With your consent, we will provide all future proxy materials electronically. Instructions for consenting to electronic delivery can be found on your proxy card or at www.proxyvote.com. Your consent to receive stockholder materials electronically will remain in effect until canceled.

Radiant Logistics, Inc. – 2024 Proxy Statement 1

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

The 2024 Annual Meeting of Stockholders of Radiant Logistics, Inc., a Delaware corporation, will be held on November 15, 2024, at 9:00 a.m., Local Time at our principal executive offices located at Triton Towers Two, 700 S. Renton Village Place, Seventh Floor, Renton, Washington 98057, for the following purposes:

To elect four directors to serve as members of the Board of Directors of Radiant Logistics, Inc. until the next annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees named in the proxy statement for election to the Board of Directors are Bohn H. Crain, Michael Gould, Kristin E. Toth and Richard P. Palmieri;

To ratify the appointment of Moss Adams, LLP as our independent registered public accounting firm for the year ending June 30, 2025;

To approve, on an advisory basis, our executive compensation;

To transact such other business as may properly come before the Annual Meeting or at any continuation, postponement, or adjournment thereof.

The proxy statement accompanying this Notice describes each of these items of business in detail. Only holders of record of our common stock at the close of business on September 23, 2024 are entitled to notice of, to attend, and to vote at the Annual Meeting or any continuation, postponement, or adjournment thereof. A list of such stockholders will be available for inspection, for any purpose germane to the Annual Meeting, at our principal executive offices during regular business hours for a period of no less than 10 days prior to the Annual Meeting.

To ensure your representation at the Annual Meeting, you are urged to vote your shares of Radiant Logistics common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning the proxy card. If your shares of Radiant Logistics common stock are held by a bank, broker, or other agent, please follow the instructions from your bank, broker, or other agent to have your shares voted.

BY ORDER OF THE BOARD OF DIRECTORS

Chairman of the Board and

Chief Executive Officer

Renton, Washington

Radiant Logistics, Inc. – 2024 Proxy Statement 2

CONTENTS

Page

References in this proxy statement to:

•

“Radiant Logistics,” “we,” “us,” “our,” or the “Company” refer to Radiant Logistics, Inc.;

•

“Board” refers to the Board of Directors of Radiant Logistics;

•

“Annual Meeting” refers to our 2024 Annual Meeting of Stockholders; and

•

“2024 Annual Report” or “2024 Annual Report to Stockholders” refers to our Annual Report on Form 10-K for the year ended June 30, 2024, being made available together with this proxy statement.

Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.

™ and ® denote trademarks and registered trademarks of Radiant Logistics, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this release are the property of their respective owners.

We intend to make this proxy statement and our 2024 Annual Report available online and to commence mailing of the notice to all stockholders entitled to vote at the Annual Meeting beginning on or about October 7, 2024. We will mail paper copies of these materials, together with a proxy card, within three business days of a request properly made by a stockholder entitled to vote at the 2024 Annual Meeting of Stockholders.

Radiant Logistics, Inc. – 2024 Proxy Statement 3