RADIANT LOGISTICS, INC
For the period ended Oct 7, 2025. Filed Oct 7, 2025.
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Oct 7, 2025 · Filed Oct 7, 2025
Contents
PROXY STATEMENT SUMMARY
This executive summary provides an overview of the information included in this proxy statement. We recommend that you review the entire proxy statement and our 2025 Annual Report to Stockholders before voting.
2025 ANNUAL MEETING OF STOCKHOLDERS
| DATE AND TIME Thursday, November 13, 20259:00 a.m., Local Time LOCATIONRadiant Logistics, Inc.Principal Executive OfficesTriton Towers Two700 S. Renton Village Place,Seventh FloorRenton, Washington 98057 RECORD DATEHolders of record of our common stock at the close of business on September 23, 2025, are entitled to notice of, to attend, and to vote at the 2025 Annual Meeting of Stockholders or any continuation, postponement, or adjournment thereof. · VOTING ITEMS | ||
|---|---|---|
| Proposal | Board’s Vote Recommendation | Page |
| Proposal No. 1:Election of directors | FOR | 21 |
| Proposal No. 2:Ratification of appointment of independent registered public accounting firm | FOR | 24 |
| Proposal No. 3:Advisory vote on executive compensation | FOR | 26 |
| Proposal No. 4:Advisory vote on the frequency of the advisory vote on executive compensation | FOR | 28 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Thursday, November 13, 2025This proxy statement and our 2025 Annual Report of Stockholders are available online, free of charge, at www.proxyvote.com. On this website, you will be able to access this proxy statement, our 2025 Annual Report, and any amendments or supplements to these materials that are required to be furnished to stockholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.
Radiant Logistics, Inc. – 2025 Proxy Statement 4
Fiscal year 2025 BUSINESS SUMMARY
FINANCIAL
| $902.7 million | RevenuesAchieved $902.7 million in total revenues |
|---|---|
| $239.4 million | Non-GAAP Adjusted Gross ProfitAchieved $239.4 million in non-GAAP adjusted gross profit |
| $17.3 million | Net IncomeAchieved net income of $17.3 million, or $0.37 per basic and fully diluted share |
| $30.9 million | Non-GAAP Adjusted Net IncomeAchieved non-GAAP adjusted net income of $30.9 million, or $0.66 per basic and $0.64 per fully diluted share |
| $38.8 million | Non-GAAP Adjusted EBITDA and Adjusted EBITDA MarginAchieved non-GAAP adjusted EBITDA of $38.8 million, and non-GAAP adjusted EBITDA Margin of 16.2% |
OPERATIONAL
| | Strong Network of Company-Owned Locations and Strategic Operating PartnersMaintains a strong network of over 30 company-owned locations and over 100 strategic operating partners (independent agents) in the United States and Canada as well as additional global partners to facilitate international shipments |
|---|---|
| | Compelling Multi-Modal Service OfferingContinues to build out a strong compelling multi-modal service offering, leveraging our technology and bundling value-added logistics solutions with our core transportation service offerings |
| | Highly Diversified Customer BaseCultivates significant long-standing customer relationships across the platform, with no one customer representing more than 10% of our revenues |
STRATEGIC
| $21.0 million | Ongoing Commitment to Advance our Technology PlatformProvides robust and advanced technology offerings to our customers, our company-owned locations, strategic operating partners, and to support corporate and finance operations. During fiscal year 2025, we spent over $21.0 million to maintain and further enhance our back-office and customer-facing software systems, including Navegate, our proprietary global management and collaboration platform. |
|---|---|
| 33 acquisitions | Proven Growth PlatformContinues to deliver profitable growth with a track record of executing and integrating 33 acquisitions since our inception in 2006, including 12 strategic operating partner conversions that are representative of a broader pipeline of strategic operating partner conversions inherent in our agent-based network as more of our strategic operating partners approach retirement age. |
Annex I provides reconciliations of non-GAAP financial measures to most comparable U.S. GAAP measures.
Radiant Logistics, Inc. – 2025 Proxy Statement 5
2026 ANNUAL MEETING OF STOCKHOLDERS
Date of 2026 Annual Meeting of Stockholders
We anticipate that our 2026 Annual Meeting of Stockholders will be held on or about Friday, November 13, 2026.
Important Dates for Stockholder Submissions
The following are important dates in connection with our 2026 Annual Meeting of Stockholders.
| Stockholder Action | Submission Deadline |
|---|---|
| Proposal Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 | No later than June 9, 2026 |
| Nomination of a Candidate Pursuant to our Bylaws and Rule 14a-19 of the Securities Exchange Act of 1934 | Between August 15, 2026 and September 14, 2026 |
| Proposal of Other Business for Consideration Pursuant to our Bylaws | Between August 30, 2026 and September 24, 2026 |
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