RADIANT LOGISTICS, INC

Previous wording

The following discussion and analysis of our financial condition and result of operations should be read in conjunction with the consolidated financial statements and the related notes and other information included elsewhere in this report.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes and other information included elsewhere in this report.

Previous wording

We operate as a leading third-party logistics company, providing technology-enabled global transportation and value-added logistics services primarily in the United States and Canada. We service a large, broad, and diversified account base consisting of consumer goods, food and beverage, electronics and high-tech, aviation and automotive, military and government, and manufacturing and retail customers, which is supported by an extensive network of operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are a number of independent agents, who are also referred to as “strategic operating partners,” that operate exclusively on the Company's behalf, and approximately 30 Company-owned locations. As the operator of a third-party logistics business, the Company has a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in its carrier network. We believe shippers value our services because we are able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service without undue influence caused by the ownership of transportation assets. In addition, our minimal investment in physical assets affords us the opportunity for a higher return on invested capital and net cash flows than our asset-based competitors.

Current wording

Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company,” “we” or “us”), is a leading third-party logistics company, providing technology-enabled global transportation and value-added logistics services primarily in the United States, Canada, and Mexico. We service a large, broad, and diversified account base consisting of consumer goods, food and beverage, electronics and high-tech, aviation and automotive, military and government, and manufacturing and retail customers, which is supported by an extensive network of operating locations across North America, as well as an integrated international service partner network located in other key markets around the world. The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are independent agents, who are also referred to as “strategic operating partners,” that operate exclusively on the Company's behalf, and approximately 30 Company-owned locations. As the operator of a third-party logistics business, the Company has access to a broad network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines. We believe shippers value our services because we are able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service without undue influence caused by the ownership of transportation assets. In addition, our minimal investment in physical assets affords us the opportunity for a higher return on invested capital and generally stronger net cash flows than our asset-based competitors.

Previous wording

Through our operating locations across North America, we offer domestic and international freight forwarding and freight brokerage services, including air, ocean, truckload, LTL, and intermodal, which is the movement of freight in trailers or containers by combination of truck and rail. Our primary business operations involve arranging shipments, on behalf of our customers, of materials, products, equipment and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS. Our services include arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. We also provide other value-added logistics services, including MM&D, CHB and GTM solutions to complement our core transportation service offering.

Current wording

Through our operating locations across North America, we offer domestic and international air and ocean freight forwarding and freight brokerage services, including truckload, less than truckload ("LTL"), and intermodal, which is the movement of freight in trailers or containers by combination of truck and rail. Our primary business operations involve arranging shipments, on behalf of our customers, of materials, products, equipment and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS. Our services include arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. We also provide other value-added logistics services, including materials management and distribution ("MM&D"), customs house brokerage ("CHB"), global trade management ("GTM"), and related technology services to complement our core transportation service offering.

Previous wording

The Company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The Company’s organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of the Company’s technology platform, while continuing its efforts on the organic build-out of the Company’s network of strategic operating partner locations. In addition, as the Company continues to grow and scale its business, the Company believes that it is creating density in its trade lanes, which creates opportunities for the Company to more efficiently source and manage its transportation capacity.

Current wording

The Company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The Company’s organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of the Company’s technology platform, while continuing its efforts on the organic build-out of the Company’s network of strategic operating partner locations. In addition, as the Company continues to grow and scale its business, the Company believes that it is creating density in its trade lanes, which enhances our ability to efficiently source and manage transportation capacity.

Previous wording

In addition to its focus on organic growth, the Company will continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale its business, it also remains focused on leveraging its back-office infrastructure and technology systems to drive productivity improvement across the organization.

Current wording

In addition to its focus on organic growth, the Company plans to continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale its business, it also remains focused on leveraging its back-office infrastructure and technology systems to drive productivity improvement across the organization.

Previous wording

Our transportation revenue represents the total dollar value of services we sell to our customers. Our cost of transportation includes direct costs of transportation, including motor carrier, air, ocean, and rail services. Our adjusted gross profit, a non-GAAP financial measure, is gross revenue less the direct cost of transportation and other services (excluding depreciation and amortization, which are reported separately), and is the primary indicator of our ability to source, add value, and resell services provided by third-parties, and is considered by management to be a key performance measure. Adjusted gross profit percentage is adjusted gross profit as a percentage of our total revenue. In addition, management believes measuring its operating costs as a function of adjusted gross profit provides a useful metric, as our ability to control costs as a function of adjusted gross profit directly impacts operating results. We believe that these metrics provide investors with meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.

Current wording

Our transportation revenue represents the total dollar value of services we sell to our customers. Our cost of transportation includes direct costs of transportation, including motor carrier, air, ocean, and rail services. Our adjusted gross profit, a non-GAAP financial measure, is gross revenue less the direct cost of transportation and other services (excluding depreciation and amortization, which are reported separately), and is used as an indicator of our ability to source, add value, and resell services provided by third-parties, and is considered by management to be a key performance measure. Adjusted gross profit percentage is adjusted gross profit as a percentage of our total revenue. In addition, management believes measuring its operating costs as a function of adjusted gross profit provides a useful metric, as our ability to control costs as a function of adjusted gross profit directly impacts operating results. We believe that these metrics provide investors with meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.

Previous wording

EBITDA is a non-GAAP financial measure of income and does not include the effects of interest, income taxes, and the “non-cash” effects of depreciation and amortization on long-term assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We exclude all depreciation charges related to property, technology, and equipment and all amortization charges (including amortization of leasehold improvements). We then further adjust EBITDA to exclude share-based compensation, costs unrelated to our core operations (primarily acquisition and litigation costs), and other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our consolidated financial statements. The Company’s financial covenants with its lenders define an adjusted EBITDA as a key component of its covenant calculations. The Company’s ability to grow adjusted EBITDA is closely monitored by management as it’s directly tied to financial borrowing capacity and also is a frequent point of discussion with its investors as well as the Company’s earnings calls.

Current wording

EBITDA is a non-GAAP financial measure of income and does not include the effects of interest, income taxes, and the “non-cash” effects of depreciation and amortization on long-term assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We exclude all depreciation charges related to property, technology, and equipment and all amortization charges (including amortization of leasehold improvements). We then further adjust EBITDA to exclude share-based compensation, costs unrelated to our core operations (primarily acquisition and litigation costs), allocation of earnings attributable to noncontrolling interests in subsidiaries, and other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our consolidated financial statements. The Company’s financial covenants with its lenders define an adjusted EBITDA as a key component of its covenant calculations. The Company’s ability to grow adjusted EBITDA is closely monitored by management as it’s directly tied to financial borrowing capacity and is a frequent point of discussion with its investors as well as the Company’s earnings calls.

Previous wording

As a non-asset-based carrier, we do not generally own transportation assets. We do, however, own certain trailers and refrigerated trailers that we use in our business. We generate the majority of our transportation revenues by purchasing transportation services from direct (asset-based) carriers and reselling those services to our customers. We recognize revenue and the corresponding related costs in a manner that depicts the transfer of promised goods or services to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods and services. Our performance obligation is satisfied over time and recognized upon the transfer of control of the services over the requisite transit period as customers’ goods move from point of origin to point of destination. We determine the period to recognize revenue and the corresponding related costs based upon the actual departure date and delivery date, if available, or estimated delivery date if delivery has not occurred as of the reporting date. Certain shipments may require us to estimate revenue, in which case the average revenue per shipment, per mode of transportation is used. Determination of the estimated revenue, transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing and amount of revenue recognition. Macroeconomic conditions impacting the supply chain such as port delays, the labor force, as well as inflationary pressures can impact the actual results compared to our estimates. Revenue from CHB services is recognized upon completion of the service.

Current wording

As a non-asset-based carrier, we do not generally own transportation assets. We do, however, own certain trailers and refrigerated trailers that we use in our business. We generate the majority of our transportation revenues by purchasing transportation services from direct (asset-based) carriers and reselling those services to our customers. We recognize revenue and the corresponding related costs in a manner that depicts the transfer of promised goods or services to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods and services. Our performance obligation is satisfied over time and recognized upon the transfer of control of the services over the requisite transit period as customers’ goods move from point of origin to point of destination. We determine the period to recognize revenue and the corresponding related costs based upon the actual departure date and delivery date, if available, or estimated delivery date if delivery has not occurred as of the reporting date. Certain shipments may require us to estimate revenue, in which case the average revenue per shipment, per mode of transportation is used. Determination of the estimated revenue, transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing and amount of revenue recognition. Macroeconomic conditions impacting the supply chain such as carrier capacity, labor availability, and inflationary cost pressures can impact the actual results compared to our estimates. Revenue from CHB services is recognized upon completion of the service.

Previous wording

Transportation revenue was $854.4 million and $753.2 million for the fiscal years ended June 30, 2025 and 2024, respectively. The increase of $101.2 million, or 13.4%, is primarily attributable to meaningful project charter revenues of $58.5 million and additional incremental revenues generated from acquisitions of $57.7 million. Adjusted transportation gross profit was $211.4 million and $208.9 million for the fiscal years ended June 30, 2025 and 2024, respectively. Net transportation margins decreased from 27.7% to 24.7%, primarily dueto project charter revenues and increases in ocean revenues, which have lower gross profit margin characteristics than other service levels.

Current wording

Transportation revenue was $882.8 million and $854.4 million for the fiscal years ended June 30, 2026 and 2025, respectively. The increase of $28.4 million, or 3.3%, is primarily attributable to incremental revenues generated from current and prior year acquisitions, partially offset by meaningful project charter revenues in the prior year. Adjusted transportation gross profit was $214.6 million and $211.4 million for the fiscal years ended June 30, 2026 and 2025, respectively. Net transportation margins decreased slightly from 24.7% to 24.3%.

Previous wording

Value-added services revenue was $48.3 million and $49.2 million for the fiscal years ended June 30, 2025 and 2024, respectively. Adjusted value-added services gross profit was $28.0 million and $27.6 million for the fiscal years ended June 30, 2025 and 2024, respectively. Adjusted value-added services gross profit percentage increased from 56.1% to 58.0%.

Current wording

Value-added services revenue was $51.6 million and $48.3 million for the fiscal years ended June 30, 2026 and 2025, respectively. The increase is driven by higher volumes and incremental revenue from expanded warehouse operations primarily in our Canadian segment compared to the prior year. Adjusted value-added services gross profit was $31.4 million and $28.0 million for the fiscal years ended June 30, 2026 and 2025, respectively. Adjusted value-added services gross profit percentage increased from 58.0% to 60.9%.

Previous wording

Operating partner commissions decreased $14.2 million, or 15.3%, to $78.5 million for the fiscal year ended June 30, 2025. The decrease in commissions isprimarily due to a reduction of adjusted gross profit generated from our strategic operating partners, and the conversions of strategic operating partners to Company-owned locations who earned commissions in the prior year. As a percentage of adjusted gross profit, operating partner commissions decreased 640 basis points to 32.8% from 39.2% for the fiscal years ended June 30, 2025 and 2024, respectively, as a result of a higher percentage of gross margin generated from Company-owned locations.

Current wording

Operating partner commissions increased $3.9 million, or 5.0%, to $82.4 million for the fiscal year ended June 30, 2026. The increase in commissions is primarily due to an increase in gross profit generated from our strategic operating partners, partially offset by the conversions of strategic operating partners to Company-owned locations who earned commissions in the prior year. As a percentage of adjusted gross profit, operating partner commissions increased 73 basis points to 33.5% from 32.8% for the fiscal years ended June 30, 2026 and 2025, respectively.

Previous wording

Personnel costs increased $3.3 million, or 4.2%, to $81.5 million for the fiscal year ended June 30, 2025. The increase is primarily due to an increase in headcount from acquisitions, offset by the share-based compensation benefit in the period. As a percentage of adjusted gross profit, personnel costs increased 90 basis points to 34.0% from 33.1% for the fiscal years ended June 30, 2025 and 2024, respectively.

Current wording

Personnel costs increased $7.0 million, or 8.6%, to $88.5 million for the fiscal year ended June 30, 2026. The increase is primarily due to an increase in headcount from acquisitions in the current and prior year, and the share-based compensation expense in the current period compared to a benefit in the prior year. As a percentage of adjusted gross profit, personnel costs increased 193 basis points to 36.0% from 34.0% for the fiscal years ended June 30, 2026 and 2025, respectively.

Previous wording

Selling, general and administrative (“SG&A”) expenses increased $3.8 million, or 9.7%, to $42.5 million for the fiscal year ended June 30, 2025. The increase is primarily due to increased technology spending, facilities costs from acquisitions, travel costs, and $1.5 million of lease termination costs due to relocating from an existing warehouse facility prior to the conclusion of the lease term to a new and larger facility to expand existing operations, partially offset by lower professional service fees.

Current wording

Selling, general and administrative (“SG&A”) expenses decreased $0.2 million, or 0.4%, to $42.3 million for the fiscal year ended June 30, 2026. The decrease is primarily due to lower technology spending by consolidating transportation management systems, $1.1 million of lease termination costs in the prior year due to relocating from an existing warehouse facility prior to the conclusion of the lease term to a new and larger facility to expand existing operations, and lower travel and entertainment costs, partially offset by an increase to bad debt expense, the allowance for credit losses, and professional service fees. As a percentage of adjusted gross profit, SG&A decreased 54 basis points to 17.2% from 17.7% for the fiscal years ended June 30, 2026 and 2025, respectively.

Previous wording

Change in fair value of contingent consideration was a gain of $2.5 million for the fiscal year ended June 30, 2025, compared to a gain of $0.5 million for the fiscal year ended June 30, 2024. The change in each fiscal year is principally attributable to a change in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.

Current wording

Change in fair value of contingent consideration was a gain of $6.2 million for the fiscal year ended June 30, 2026, compared to a gain of $2.5 million for the fiscal year ended June 30, 2025. The change in each fiscal year is principally attributable to a change in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.

Previous wording

Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of June 30, 2025, we have $22.9 million in unrestricted cash and cash equivalents on hand to serve as adequate working capital.

Current wording

Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of June 30, 2026, we have $25.6 million in unrestricted cash and cash equivalents on hand to serve as adequate working capital.

Previous wording

Net cash provided by operating activities was $13.3 million and $17.3 million for the fiscal years ended June 30, 2025 and 2024, respectively. The cash provided primarily consisted of net income adjusted for depreciation and amortization and changes in accounts receivable, contract assets, prepaid expenses, accounts payable, income taxes, and accrued expenses and other liabilities.

Current wording

Net cash provided by operating activities was $17.5 million and $13.3 million for the fiscal years ended June 30, 2026 and 2025, respectively. The cash provided primarily consisted of net income adjusted for depreciation and amortization and changes in fair value of contingent consideration, accounts receivable, prepaid expenses, operating partner commissions payable, and accrued expenses and other liabilities. Cash flow from operating activities for the fiscal year ended June 30, 2026 increased by $4.2 million, compared with fiscal year 2025, primarily due to increased net income, offset by net changes in operating assets and liabilities.

Previous wording

Net cash used for investing activities was $33.5 million and $15.2 million for the fiscal years ended June 30, 2025 and 2024, respectively. Cash paid for acquisitions were $28.5 million and $6.8 million for the fiscal years ended June 30, 2025 and 2024, respectively. Cash paid for purchases of property, technology, and equipment were $5.1 million and $8.6 million for the fiscal years ended June 30, 2025 and 2024, respectively.

Current wording

Net cash used for investing activities was $8.9 million and $33.5 million for the fiscal years ended June 30, 2026 and 2025, respectively. Cash paid for acquisitions were $5.2 million and $28.5 million for the fiscal years ended June 30, 2026 and 2025, respectively. Cash paid for purchases of property, technology, and equipment were $4.3 million and $5.1 million for the fiscal years ended June 30, 2026 and 2025, respectively. Proceeds from sale of property, technology, and equipment were $0.5 million and $0.2 million for the fiscal years ended June 30, 2026 and 2025, respectively.

Previous wording

Net cash provided by financing activities was $18.2 million and net cash used for financing activities was $10.2 million for the fiscal years ended June 30, 2025 and 2024, respectively. Net proceeds from the Revolving Credit Facility were $20.0 million for the fiscal year ended June 30, 2025. There were no proceeds or repayments for the year ended June 30, 2024. Repayments of notes payable and finance lease liabilities were $0.9 million and $4.8 million for the fiscal years ended June 30, 2025 and 2024, respectively. Repurchases of common stock were $0.8 million and $4.1 million for the fiscal years ended June 30, 2025 and 2024, respectively. Payments of contingent consideration were $0.5 million and $0.3 million for the fiscal years ended June 30, 2025 and 2024, respectively. Distributions to noncontrolling interest were $0.2 million and $0.6 million for the fiscal years ended June 30, 2025 and 2024, respectively. Proceeds from exercises of stock options were $1.2 million and less than $0.1 million for the fiscal years ended June 30, 2025 and 2024, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.6 million and $0.4 million for the fiscal years ended June 30, 2025 and 2024, respectively.

Current wording

Net cash used for financing activities was $5.7 million and net cash provided by financing activities was $18.2 million for the fiscal years ended June 30, 2026 and 2025, respectively. Net proceeds from the Revolving Credit Facility were $5.0 million and $20.0 million for the fiscal years ended June 30, 2026 and 2025. Repayments of finance lease liabilities were $0.3 million and $0.9 million for the fiscal years ended June 30, 2026 and 2025, respectively. Repurchases of common stock were $3.5 million and $0.8 million for the fiscal years ended June 30, 2026 and 2025, respectively. Payments of contingent consideration were $6.8 million and $0.5 million for the fiscal years ended June 30, 2026 and 2025, respectively. Distributions to noncontrolling interest were less than $0.1 million and $0.2 million for the fiscal years ended June 30, 2026 and 2025, respectively. Proceeds from exercises of stock options were $0.3 million and $1.2 million for the fiscal years ended June 30, 2026 and 2025, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.5 million and $0.6 million for the fiscal years ended June 30, 2026 and 2025, respectively.

Previous wording

The Company entered into a $200 million 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 million tranche that may be loaned in U.S. Dollars and a $50 million tranche that may be loaned in either U.S. Dollars or Canadian Dollars. The Revolving Credit Facility includes a $75 million 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”).

Current wording

The Company entered into a $200 million syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to an Amended and Restated Credit Agreement as of August 7, 2026 that amended and restated the Credit Agreement dated as of August 5, 2022, as amended. The Revolving Credit Facility may be drawn in U.S. Dollars, with a $50 million sublimit available for borrowings in Canadian Dollars (or other approved alternative currencies), a $25 million letter of credit sublimit, and a $25 million swingline loan sublimit, each of which is part of, and not in addition to, the overall Revolving Credit Facility. The Revolving Credit Facility includes a $100 million 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”).

Previous wording

The Revolving Credit Facility has a term of five years and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and our subsidiaries, including, without limitation, all of the capital stock of our subsidiaries. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.50% to 1.50%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; or c) Term SOFR Daily Floating Rate plus 1.40% to 2.40%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility.

Current wording

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 Company’s U.S. and Canadian subsidiaries. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.475% to 1.225%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.375% to 2.125%; or c) Term SOFR Daily Floating Rate plus 1.375% to 2.125%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility.

Previous wording

As of June 30, 2025, borrowings outstanding on the Revolving Credit Facility were $20.0 million. The Company was in compliance with its covenants.

Current wording

As of June 30, 2026, borrowings outstanding on the Revolving Credit Facility were $25.0 million. The Company was in compliance with its covenants.