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~~February 1309, ~~2025~~2026

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-35392	04-3625550
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
Triton Towers Two700 S. Renton Village PlaceSeventh Floor
Triton Towers TwoSeventh Floor700 S. Renton Village Place
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 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

AtOn ~~the~~February ~~annual~~9, ~~meeting~~2026, ofRadiant ~~stockholders~~Logistics, ofInc. (the “Company”) ~~held~~issued ona ~~November~~press ~~13,~~release ~~2025,~~announcing ~~the~~its ~~holders~~financial ofresults ~~our~~for ~~outstanding~~the ~~common~~three ~~stock~~and ~~took~~six ~~the~~months ~~actions~~ended ~~described~~December ~~below~~31, 2025. AsA copy of the ~~record~~press ~~date~~release, ~~for~~dated ~~the~~February ~~annual meeting~~9, 472026,~~233,388~~ ~~shares~~is offurnished ~~common~~as ~~stock~~Exhibit ~~were~~99.1 ~~issued~~to ~~and~~this ~~outstanding,~~Current ~~each~~Report ~~entitled~~on toForm ~~one vote per share~~8‑K.

The ~~stockholders~~attached ~~elected~~press ~~Bohn~~release H.contains ~~Crain~~information that includes the following non-GAAP financial measures as defined in Regulation G adopted by the Securities and Exchange Commission: adjusted gross profit, ~~Richard~~adjusted P.net ~~Palmieri~~income, ~~Michael~~EBITDA, ~~Gould~~adjusted EBITDA, and ~~Kristin~~adjusted EEBITDA margin. ~~Toth~~The toCompany’s ~~serve~~management onbelieves ~~our~~that ~~board~~presenting ofsuch ~~directors~~non-GAAP ~~until~~financial measures provides useful information to investors regarding the ~~2026~~underlying ~~annual~~business ~~meeting~~trends and performance of ~~stockholders~~the Company’s ongoing operations. These non-GAAP financial measures are used in addition to and ~~their~~in ~~successors~~conjunction ~~have~~with ~~been~~results ~~duly~~presented ~~elected~~in accordance with GAAP and ~~qualified~~should not be relied upon to the exclusion of GAAP financial measures. ~~The~~Management ~~results~~strongly encourages investors to review the Company’s consolidated financial statements in their entirety and to not rely on any single financial measure. A table providing a reconciliation of non-GAAP financial measures to the ~~voting~~most ~~are~~directly comparable GAAP financial measures is included within the press release furnished as ~~follows:~~Exhibit 99.1 to this Current Report on Form 8-K.

Name	For		Against		Abstain	Broker Non-Votes
Bohn H. Crain		35,895,927		430,027	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

The information in this Item 2.02 of this Current Report, including Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

~~The~~Item ~~stockholders approved a proposal to ratify the selection of Baker Tilly US, LLP as our independent auditor for the 2026 fiscal year~~9.01 ~~The~~Financial ~~results~~Statements ofand ~~the voting are as follows:~~Exhibits

For			Against			Abstain	Broker Non-Votes
	41,418,855			187,172		27,393		None

(d) Exhibits.

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


No.		Description

99.1		Press Release, dated February 9, 2026, announcing financial results for the first fiscal quarter ended December 31, 2025.

104		Cover Page Interactive Data (embedded within the Inline XBRL document)

For			Against			Abstain	Broker Non-Votes
	34,773,560			658,203		919,954		5,281,703

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.

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


	Radiant Logistics, Inc.

Date: February 9, 2026	By:	/s/ Todd Macomber
		Todd Macomber
		Senior Vice President and Chief Financial Officer

3 Years	2 Years			1 Year			Abstain	Broker Non-Votes
4,859,949		27,807			31,178,828		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.
Date:	November 19, 2025	By:	/s/ Todd Macomber
			Todd MacomberSenior Vice President and Chief Financial Officer

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