RADIANT LOGISTICS, INC

Regulatory Filings • Nov 19, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2025

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-35392	04-3625550
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Triton Towers Two 700 S. Renton Village Place Seventh Floor
Renton , Washington		98057
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 425 462-1094

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	RLGT	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of the Company held on November 13, 2025, the holders of our outstanding common stock took the actions described below. As of the record date for the annual meeting, 47,233,388 shares of common stock were issued and outstanding, each entitled to one vote per share.

1. The stockholders elected Bohn H. Crain, Richard P. Palmieri, Michael Gould, and Kristin E. Toth to serve on our board of directors until the 2026 annual meeting of stockholders and their successors have been duly elected and qualified. The results of the voting are as follows:

Name — Bohn H. Crain	35,895,927	430,027	Abstain — 25,763	5,281,703
Richard P. Palmieri	33,752,445	2,573,081	26,191	5,281,703
Michael Gould	35,967,756	357,769	26,192	5,281,703
Kristin E. Toth	35,967,506	346,215	37,996	5,281,703

1. The stockholders approved a proposal to ratify the selection of Baker Tilly US, LLP as our independent auditor for the 2026 fiscal year. The results of the voting are as follows:

For — 41,418,855	187,172	Abstain — 27,393	None

1. The stockholders approved, on an advisory basis, our executive compensation. The results of the voting are as follows:

For — 34,773,560	658,203	Abstain — 919,954	5,281,703

1. The stockholders approved, on an advisory basis, the frequency of the advisory approval of executive compensation. The results of the voting are as follows:

3 Years — 4,859,949	27,807	31,178,828	Abstain — 285,133	5,281,703

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Radiant Logistics, Inc. — /s/ Todd Macomber
Todd Macomber Senior Vice President and Chief Financial Officer