RADIANT LOGISTICS, INC (RLGT) Business

ITEM 1. BUSINESS

Our Company

Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company,” “we” or “us”), operates 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 across a range of industries and geographies, 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.

Through our operating locations across North America, we offer domestic and international freight forwarding and freight brokerage services, including air, ocean, 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 transportation services 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, including 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 services (collectively, “materials management and distribution” or “MM&D” services), customs house brokerage (“CHB”) services and global trade management (“GTM”) services to complement our core transportation service offering.

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.

In addition to its focus on organic growth, the Company will continue to search for third-party acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As well, the Company seeks to focus on acquisitive growth through the acquisition of certain of its strategic operating partners. 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.

Competitive Strengths

As a non-asset-based third-party logistics provider, we believe that we are well-positioned to provide cost-effective and efficient solutions to address the demand in the marketplace for transportation and logistics services. We believe that the most important competitive factors in our industry are quality of service, including reliability, responsiveness, expertise and convenience, scope of operations, geographic coverage, information technology and price. We believe our primary competitive advantages are as follows:

Non-asset-based business model

As a non-asset-based logistics provider, we own only a minimal amount of equipment. By not owning the transportation equipment used to transport freight, we are able to minimize our fixed operating costs and leverage our network of locations to offer competitive pricing and flexible solutions to our customers. Moreover, our balanced product offering provides us with revenue streams from multiple sources and enables us to retain customers even as they shift across various modes of transportation. We believe our low capital intensity model allows us to provide low-cost solutions to our customers, operate our business with strong cash flow characteristics, and retain significant flexibility in responding to changing industries and economic conditions.

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Offer significant advantages to our strategic operating partners

Our current network is significantly represented by independent agents, who operate exclusively on our behalf, who we also refer to as our “strategic operating partners,” who rely on us for operating authority, technology, sales and marketing support, access to working capital, our carrier and international partner networks, and collective purchasing power. Through this collaboration, our strategic operating partners have the ability to focus on the operational and sales support aspects of their business without diverting costs or expertise to the structural aspect of their operations, thus, providing our strategic operating partners with the regional, national and global brand recognition that they would not otherwise be able to achieve acting alone.

Lower-risk operation of network of strategic operating partners

We derive a substantial portion of our revenue pursuant to agreements with our strategic operating partners operating under our various brands. These arrangements afford us with a relatively low risk growth model as each strategic operating partner is responsible for its own sales and costs of operations. Under shared economic arrangements, we are responsible to provide to our strategic operating partners centralized back-office infrastructure, transportation and accounting systems, billing and collection services.

Diverse customer base

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. For the annual period up to the date of this report, no single customer and no strategic operating partner represented more than 10% of our consolidated revenue, thus, reducing concentration risks associated with any particular industry, geographic or customer concentration.

Information technology resources

A primary component of our business strategy is the continued development of advanced information systems to provide accurate and timely information to our management, strategic operating partners and customers. We believe that the ability to provide accurate real-time information on the status of shipments has and will become increasingly important in our industry. Our customer delivery tools enable connectivity with our customers’ and trading partners’ systems, which leads to more accurate and up-to-date information on the status of shipments. Our centralized transportation management system (rating, routing, tender, and financial settlement process) drives significant efficiency across our network. We also have access to a proprietary global trade management platform that will provide purchase order and vendor management tools that unlock SKU-level visibility from the manufacturing floor in Asia through final delivery in the U.S. We believe this will allow us to further differentiate ourselves in the marketplace and provide additional support for both current and prospective customers.

Global network of transportation providers

We provide worldwide supply chain services, which include international air and ocean services that complement our domestic service offerings. Our offerings include heavyweight and small package air services, providing same day (next flight out) air charters, next day a.m./p.m., second day a.m./p.m. as well as time-definite surface transport moves. Our non-asset-based business model allows us to use commercial passenger and cargo flights, thus enabling us to have thousands of daily flight options to choose from, and pickup and delivery network options that provides us with zip-code-to-zip-code coverage throughout North America.

Sourcing and managing transportation

As we continue to grow and scale the business, we expect to continue to develop density in our trade lanes, which creates opportunities for us to more efficiently source and manage our transportation capacity. Through acquisitions, our network also has access to truck brokerage and intermodal capabilities. We believe the benefit of our relative purchasing power along with our service line expansion will serve as a competitive differentiator in the marketplace to help us secure new customers and attract additional strategic operating partners to our network.

Value-added services

In addition to our core transportation service offerings, we also provide value-added supply chain services including MM&D, CHB, and GTM services. We believe that our value-added services allow us to leverage our transportation services to generate additional revenue and provide additional convenience to our customers.

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Industry Overview

The logistics industry is highly fragmented with thousands of companies of various sizes competing in the domestic and international markets. As business requirements for efficient and cost-effective logistics services have increased, so has the importance and complexity of effectively managing freight transportation. Businesses increasingly strive to minimize inventory levels, perform manufacturing and assembly operations in the lowest cost locations, and distribute their products in numerous global markets. As a result, companies are increasingly looking to third-party logistics providers to help them execute their supply chain strategies.

Shippers typically manage their supply chains using some combination of asset and non-asset-based service providers. We operate principally as a non-asset-based third-party logistics provider focused on freight forwarding, truck brokerage, and intermodal transportation services, along with associated value-added services. According to Statista, the market for third-party logistics services in the United States and Canada is estimated at approximately $336.3 billion annually.

Because non-asset-based companies select from various transportation options in routing customer shipments, they are often able to serve customers less expensively and with greater flexibility than their asset-based competitors, who are typically focused on maximizing the utilization of their own captive fleets of trucks, aircraft and ships rather than the specific needs of the customer.

We believe there are several factors that are driving demand for global logistics solutions. These factors include:

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outsourcing of non-core activities;

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globalization of trade;

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increased need for time-definite delivery;

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consolidation of global logistics providers; and

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increasing influence of e-business and the internet.

Our Growth Strategy

We are a Delaware corporation formed in 2001. Our objective is to provide customers with comprehensive multimodal transportation and logistics services offered by us through our Radiant®, Airgroup®, Adcom®, DBA™, Service by Air™, and Navegate® brands. Since inception of our business in 2006, we have executed a strategy to expand operations through a combination of organic growth and the strategic acquisition of non-asset-based transportation and logistics providers meeting our acquisition criteria. We have successfully completed 33 acquisitions since our initial acquisition of Airgroup in January of 2006, including:

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Automotive Services Group, expanding our services into the automotive industry, in 2007;

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Adcom Express, Inc., (“Adcom”) adding domestic operating partner locations, in 2008;

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DBA Distribution Services, Inc., (“DBA”) adding two Company-owned locations and operating partner locations, in 2011;

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ISLA International Ltd., adding a Company-owned location in Laredo, Texas, providing us with bilingual expertise in both north and south bound cross-border transportation and logistics services, in 2011;

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Brunswicks Logistics, Inc., adding a Company-owned location near the JFK airport in New York, in 2012;

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Marvir Logistics, Inc., adding a Company-owned location in Los Angeles, California, from the conversion of a former operating partner since 2006, in 2012;

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International Freight Systems of Oregon, Inc., adding a Company-owned location in Portland, Oregon, from the conversion of a former operating partner since 2007, in 2012;

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On Time Express, Inc., adding Company-owned locations in Phoenix, Arizona, Dallas, Texas and Atlanta, Georgia, to provide additional line-haul and time critical logistics capabilities, in 2013;

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Phoenix Cartage and Air Freight, LLC, adding a Company-owned location in Philadelphia, Pennsylvania, in 2014;

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Trans-NET, Inc., expanding Company-owned operations in Seattle, Washington, in 2014;

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Don Cameron and Associates, Inc., adding a Company-owned location in Mendota Heights, Minnesota, in 2014;

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Wheels Group Inc. (“Radiant Canada”), one of the largest third-party logistics providers in Canada, offering truck brokerage services and intermodal service offering throughout the United States and Canada along with value-added warehouse and distribution service offerings in support of U.S. shippers looking to access the Canadian markets, in 2015;

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Highways and Skyways, Inc., adding a Company-owned location near the Cincinnati airport from the conversion of a former operating partner in 2015;

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Service by Air, Inc. (“SBA”), adding Company-owned locations and strategic operating partner locations across North America, in 2015;

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Copper Logistics, Incorporated, expanding Company-owned operations in Mendota Heights, Minnesota, in 2015;

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Lomas Logistics (“Lomas”), a division of L.V. Lomas Limited, a Canada based third-party logistics and distribution services provider operating in Ontario and British Columbia, in 2017;

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Dedicated Logistics Technologies, Inc., expanding existing Company-owned operations in Newark, New Jersey and Los Angeles, California, from the conversion of a former operating partner, in 2017;

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Sandifer-Valley Transportation and Logistics, Ltd., adding a Company-owned location in Keller, Texas, in 2017;

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Friedway Enterprises, Inc. and CIC2, Inc., adding Company-owned locations in Alexandria, Virginia and Pittsburgh, Pennsylvania, from the conversion of former operating partners, in 2020;

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Navegate, Inc. and its subsidiaries (“Navegate”), adding Company-owned operations in Mendota Heights, Minnesota and Shanghai, China, providing international technology-enabled supply chain management and third-party transportation and logistics services including its technology platform, in 2021;

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Cascade Enterprises of Minnesota, Inc., expanding Company-owned operations in Mendota Heights, Minnesota, from the conversion of a former operating partner since 2007, in 2022;

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Daleray Corporation, adding a Company-owned location in Fort Lauderdale, Florida, from the conversion of a former operating partner since 2014, in 2023;

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Select Logistics, Inc. and Select Cartage Inc., adding a Company-owned location in Miami, Florida, from the conversion of a former operating partner, in 2024;

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Viking Worldwide, Inc., a Minnesota based company with operations in both Minneapolis, Minnesota, and Houston, Texas, from the conversion of a former operating partner, in 2024;

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Cascade Transportation, Inc., adding a Company-owned location in Seattle, Washington, in 2024;

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D.V.A. & Associates, Inc., adding a Company-owned location in Portland, Oregon, in 2024;

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Foundation Logistics & Services, LLC, adding a Company-owned location near Houston, Texas, providing specialized logistics services for companies involved in the exploration, drilling, and production of oil and gas, in 2024;

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Focus Logistics, Inc., expanding our operations in Romulus, Michigan, from the conversion of a former operating partner since 2006, in 2024;

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TCB Transportation Associates, LLC d/b/a TCB Transportation, adding a Company-owned intermodal marketing office in St. Louis, Missouri, in 2024;

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Transcon Shipping Co., Inc., expanding Company-owned operations in Los Angeles, New York, and Chicago, in 2025;

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USA Logistics Services, Inc. and USA Carrier Services, LLC, expanding our operations in Philadelphia, Pennsylvania, from the conversion of a former operating partner since 2014, in 2025;

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Universal Logistics, Inc., expanding our operations in Houston, Texas, from the conversion of a former operating partner since 2001, in 2025; and

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Weport, S.A. de C.V., a global transportation and logistics solutions company headquartered in Mexico City, in 2025.

We expect to grow our business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. This includes the acquisition of third-parties, as well as the acquisition of strategic operating partners. We will continue to make enhancements to our back-office infrastructure, transportation management, global trade management and accounting systems to support this growth. Our organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships, while continuing our efforts on the organic build-out of our network of strategic operating partner locations. In addition, we will also be working to drive further productivity improvements enabled through our value-added truck brokerage and customs house brokerage service capabilities.

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Our acquisition strategy has been designed to take advantage of shifting market dynamics. Demand for third-party logistics continues to grow as an increasing number of businesses outsource their logistics functions to more cost-effectively manage and extract value from their supply chains. The industry is positioned for further consolidation as it remains highly fragmented, and as customers are demanding the types of sophisticated and broad reaching service offerings that can more effectively be handled by larger more diverse organizations. We believe the highly fragmented composition of the marketplace, the industry participants’ need for capital, and their owners’ desire for liquidity has and will continue to produce a large number of attractive acquisition candidates. For the most part, our target acquisition candidates are generally smaller than those identified as acquisition targets of larger public companies and have limited ability to conduct their own public offerings or obtain financing that will provide them with capital for liquidity or rapid growth. We believe that many of these “smaller” companies are receptive to our acquisition program as a vehicle for realizing a liquidity or growth opportunity. We intend to be opportunistic in executing our acquisition strategy with a goal of expanding both our domestic and international capabilities.

While our acquisition strategy has often focused on the acquisition of third-party businesses operating within the logistics industry, we have frequently purchased the businesses of our strategic operating partners. These acquisitions offer certain other advantages, from risk mitigation (since we are already intimately aware of the financial metrics of our operating partners), to enhancing the growth of our agency network, motivated in part by the unique advantage we offer to our strategic operating partners through a possible exit transaction.

Our Operating Strategy

Leverage the People, Process and Technology Available through a Central Platform. A key element of our operating strategy is to maximize our operational efficiencies by integrating general and administrative functions into our back-office operations and reducing or eliminating redundant functions and facilities at acquired companies. This is designed to enable us to quickly realize potential savings and synergies, efficiently control and monitor operations of acquired companies, and allow acquired companies to focus on growing their sales and operations.

Develop and Maintain Strong Customer Relationships. We seek to develop and maintain strong interactive customer relationships by anticipating and focusing on our customers’ needs. We emphasize a relationship-oriented approach to business, rather than the transaction or assignment-oriented approach used by many of our competitors. To develop close customer relationships, we and our network of operating partners regularly meet with both existing and prospective customers to help design solutions for, and identify the resources needed to execute, their supply chain strategies. We believe that this relationship-oriented approach results in greater customer satisfaction and reduced business development expense.

Operations

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. As a third-party logistics provider, 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, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. We also provide other value-added supply chain services, including MM&D, CHB, and GTM, to complement our core transportation service offering.

As a non-asset-based provider, we generally do not own the transportation equipment used to transport freight. We generally expect to neither own nor operate any material transportation assets and, consequently, arrange for transportation of our customers’ shipments via trucking companies, commercial airlines, air cargo carriers, railroads, ocean carriers, and other non-asset-based third-party providers. We select the carrier for a shipment based on route, departure time, available cargo capacity, and cost. We may charter cargo aircraft and/or ocean vessels from time to time depending upon seasonality, freight volumes and other factors. We generate our gross margin on the difference between what we charge our customers for the services provided to them, and what we pay to the transportation providers to transport the customers freight.

We are organized functionally in two geographic operating segments: U.S. and Canada. Our transportation services for both the U.S. and Canada segments can be broadly placed into the categories of freight forwarding and freight brokerage services:

Freight forwarding. As a freight forwarder, we operate as a non-asset-based carrier providing domestic and international freight forwarding services. Our freight forwarding operations involve obtaining shipment or material orders from customers, creating and delivering a wide range of logistics solutions to meet customers' specific requirements for transportation and related services, and arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. We arrange for transportation of our customers’ shipments via trucking companies, commercial airlines, air cargo carriers, ocean carriers and other asset-based and non-asset-based third-party providers. We select the carrier for a shipment based on route, departure time, available cargo capacity and cost. We charter cargo aircraft from time to time depending upon seasonality, freight volumes and other factors.

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Freight brokerage. We also provide significant bi-modal brokerage capabilities providing truckload, LTL, and intermodal services throughout the United States and Canada, which is managed through our centralized service centers in Chicago, Illinois and Toronto, Ontario. We offer temperature-controlled, dry van, intermodal drayage, and flatbed services and specialize in the transport of food and beverage, consumer packaged goods and frozen food and refrigerated products.

As a truck broker, we match the customers’ needs with carriers’ capacity to provide the most effective combination of service and price. We have contracts with a substantial number of carriers allowing us to meet the varied needs of our customers. As part of the truck brokerage services, we negotiate rates, electronically track shipments in-transit, and handle claims for freight loss or damage on behalf of our customers. For our LTL service, we employ a point-to-point model that we believe serves as a competitive advantage over the traditional hub and spoke LTL model in terms of faster transit times, lower incidence of damage, and reduced fuel consumption.

As an intermodal services company, we arrange for the movement of our customers’ freight in containers, trailers and rail boxcars, typically over long distances of at least 750 miles. We contract with railroads to provide transportation for the long-haul portion of the shipment and with local trucking companies, known as “drayage companies,” for pickup and delivery. As part of our intermodal services, we negotiate rates, electronically track shipments in-transit, consolidate billing and handle claims for freight loss or damage on behalf of our customers.

To complement our core transportation service offerings, we also provide a number of value-added services, including MM&D, CHB, and GTM solutions.

Information Services

The continued enhancement of our information systems and ultimate migration of acquired companies and additional strategic operating partners to a common set of customer-facing and back-office applications is a key component of our growth strategy. We believe that the ability to provide accurate real-time information on the status of shipments as well as enhanced reporting and visibility tools has become increasingly important and that our efforts in this area will result in competitive service advantages. We are also able to offer customers purchase order and vendor management tools that unlock SKU-level visibility from the manufacturing floor in Asia through final delivery in the U.S through our proprietary global trade management platform which we believe this will allow us to further differentiate ourselves in the marketplace. In addition, we believe that centralizing our operations into a single transportation management system (rating, routing, tender and financial settlement processes) will continue to drive significant productivity improvement across our network.

In our forwarding operations, we primarily utilize SAP TM, and to a lesser extent Cargowise, as our primary third-party transportation management systems, both of which are integrated to our third-party accounting system (SAP ECC). These systems combine to form the foundation of our supply-chain technologies, which provide us with a common set of back-office operating, accounting, and customer-facing applications. In our brokerage operations, we utilize the TEDS system for transportation management and Megatrans and Revenova for intermodal services, and Profit Tools for drayage services. In our warehousing operations, we use Highjump, which has its own integrated order management services functionality. These systems are connected to Epicor and JD Edwards for accounting and financial reporting. In an effort to enhance field operations and financial reporting, we continue to implement field training and other assistance in order to gradually migrate our transportation management systems into a singular SAP-based platform. In addition, we are planning to migrate our various other operating and financial reporting systems to a singular SAP-based platform. Future phases will include the transition of our legacy brokerage transportation management and financial reporting systems to SAP ECC.

Sales and Marketing

We principally market our services through our network of Company-owned and strategic operating partner locations across North America. Each office is staffed with operational employees to provide support for the sales team, develop frequent contact with the customer’s traffic department, and perform customer service. Our current network is significantly represented by strategic operating partners that rely on us for operating authority, technology, sales and marketing support, access to working capital, our carrier and international partners networks, and collective purchasing power. Through this collaboration, our strategic operating partners have the ability to focus on the operational and sales support aspects of the business without diverting costs or expertise to the structural aspect of their operations, providing our partners with the regional, national and global brand recognition that they would not otherwise be able to achieve by solely serving their local market. We have no customers or strategic operating partners that separately account for more than 10% of our consolidated revenue, although we do have a number of significant customers and strategic operating partner locations with volume and stature, the loss of one or more of which could negatively impact our ability to retain and service our customers.

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Competition and Business Conditions

The logistics business is directly impacted by the volume of domestic and international trade. The volume of such trade is influenced by many factors, including economic and political conditions in the United States and abroad, major work stoppages, currency fluctuations, acts of war, terrorism and other armed conflicts, United States and international laws relating to tariffs, trade restrictions, foreign investments, interest rates, inflation, and taxation.

The global transportation and logistics services industry is intensively competitive and is expected to remain so for the foreseeable future. We compete against asset-based and other non-asset-based third-party logistics companies, consultants, information technology vendors and shippers’ transportation departments. This competition is based primarily on rates, quality of service (such as damage-free shipments, on-time delivery and consistent transit times), reliable pickup and delivery and scope of operations. Certain of our competitors have substantially greater financial resources than we do. However, we believe the incremental service offerings enabled through our acquisition strategy will serve as a catalyst for margin expansion in our existing business and a competitive differentiator in the marketplace to help us secure new customers and attract additional strategic operating partners to our network.

Regulation

Interstate and international transportation of freight is highly regulated. Failure to comply with applicable state and federal regulations, or to maintain required permits or licenses, can result in substantial fines or revocation of operating permits or authorities imposed on both transportation intermediaries and their shipper customers. We cannot give assurance as to the degree or cost of future regulations on our business. Some of the regulations affecting our current and prospective operations are described below.

Air freight forwarding operations are subject to regulations, as an indirect air cargo carrier, under the Federal Aviation Act as enforced by the Federal Aviation Administration of the U.S. Department of Transportation, and the Transportation Security Administration of the Department of Homeland Security. While air freight forwarders are exempt from most of the Federal Aviation Act’s requirements by the Economic Aviation Regulations, the industry is subject to ongoing regulatory and legislative developments that can impact the economics of the industry by requiring changes to operating practices or influencing the demand for, and the costs of, providing services to customers.

Surface freight forwarding operations are subject to various state and federal statutes and are regulated by the Federal Motor Carrier Safety Administration of the U.S. Department of Transportation and, to a very limited extent, the Surface Transportation Board. These federal agencies have broad investigatory and regulatory powers, including the power to issue a certificate of authority or license to engage in the business, to approve specified mergers, consolidations, and acquisitions, and to regulate the delivery of some types of domestic shipments and operations within particular geographic areas.

The Federal Motor Carrier Safety Administration also has the authority to regulate interstate motor carrier operations, including the regulation of certain rates, charges, and accounting systems, to require periodic financial reporting, and to regulate insurance, driver qualifications, operation of motor vehicles, parts, and accessories for motor vehicle equipment, hours of service of drivers, inspection, repair, maintenance standards and other safety related matters. The federal laws governing interstate motor carriers have both direct and indirect application to the Company. The breadth and scope of the federal regulations may affect our operations and the motor carriers that are used in the provisioning of the transportation services. In certain locations, state or local permits or registrations may also be required to provide or obtain intrastate motor carrier services.

The Federal Maritime Commission (“FMC”) regulates and licenses ocean forwarding operations. Non-vessel operating common carriers are subject to FMC regulation, under the FMC tariff filing and surety bond requirements, and under the Shipping Act of 1984, particularly those terms proscribing rebating practices.

United States customs brokerage operations are subject to the licensing requirements of the Bureau of Customs and Border Protection of the Department of Homeland Security. Likewise, any customs brokerage operations must also be licensed in and subject to the regulations of countries into which freight is imported.

Environmental, Social, and Governance Initiatives

We seek to maintain a best-in-class level of corporate governance on behalf of our stakeholders, including our associates, customers, consumers, communities, and shareholders. We also recognize the importance of environmental and social factors related to how we operate our business. We continue to enhance our Environmental, Social, and Governance (“ESG”) efforts and accelerate programs to manage our impact on climate change and reduce greenhouse gas (“GHG”) emissions. We also recognize our responsibility to act as a force for good in our communities and deliver value across our broad set of stakeholders.

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The Board of Directors has oversight of ESG-related matters, including sustainability risks and opportunities. Our ESG Steering Committee leads the execution of our strategy through an ESG Task Force comprised of a cross-functional team representing our operations, products, and services. Guided by our ESG materiality assessment and International Financial Reporting Standards (“IFRS”) sustainability standards, we have identified relevant ESG issues impacting our business and stakeholders; this assessment provides a framework for our strategic plan. To test the resilience of our strategy, we are developing scenario analyses in alignment with the International Sustainability Standards Board (“ISSB”) to stress test and improve our resiliency. As part of this effort, we actively engage with leaders across the Company to identify and discuss material climate-related risks and opportunities. Climate-related risks identified through this scenario analysis will be incorporated into our Enterprise Risk Management (“ERM”) Framework and evaluated through the lens of both regulatory developments and customer expectations.

In our 2024 Annual Report on Form 10-K, we identified climate change as a financially-material topic and highlighted investments in external climate experts to expand our capabilities to map and measure GHG emissions in our operations and value chain. In 2025, we expanded our emissions inventory efforts to include upstream and downstream Scope 3 sources across our value chain, building on our completed Scope 1 and 2 data to advance toward a full GHG emissions baseline. Our comprehensive data set will inform future governance, strategy, risk management, and metrics and targets. Our 2025 Sustainability Report includes the results of this initiative and provides a baseline for our future Scope 1 and Scope 2 climate targets, which are currently under development and expected to be aligned with the Science Based Targets initiative (“SBTi”). As a non-asset-based provider of global transportation and logistics solutions, the majority of our climate impact is in our value chain including asset-based carriers utilized to transport goods for our customers. We are actively focused on measuring Scope 1 and Scope 2 emissions and improving our overall understanding of climate risks and opportunities. We are also finalizing a renewable energy strategy for our company-owned facilities to support our emissions goals. Our ongoing strategic initiatives include (1) reporting an annual GHG emissions inventory including those within our value chain, (2) establishing GHG reduction targets aligned with the SBTi, and (3) engaging with our suppliers, customers, and partners. We have also evaluated cost-effective pathways to achieve 100% renewable electricity for company-owned operations, including the use of Renewable Energy Certificates. This strategy will complement renewable energy partnerships with property managers at our leased facilities. Additionally, we continue to align our annual performance disclosure in accordance with the IFRS ISSB and the IFRS industry-based disclosure requirements for the Air Freight and Logistics sector.

We are committed to being a socially responsible employer and fostering a culture of employee engagement and inclusion at Radiant, while continuing to act as a good corporate citizen. In 2023, we launched a long-term partnership with the American Heart Association and have continued to seek partnerships with other local organizations.

Human Capital

Overview

We are committed to fostering a positive and engaging culture of employee inclusion and belonging. Our goal as a company is to create and maintain a high-performance environment where all people throughout our workforce can thrive. We believe that an inclusive workplace, built on equity, respect, and representation is crucial to our efforts to attract and retain key talent and foster a work culture that reflects our core values.

Our Associates

As of June 30, 2025, we have 1,026 employees, of which 988 are full-time. None of these employees are covered by a collective bargaining agreement. We have experienced no work stoppages and consider our relations with our employees to be good.

Available Information

We maintain a website at www.radiantdelivers.com. We are not including the information contained on our website as a part of, nor incorporating it by reference into, this Annual Report on Form 10-K. We post on our website, free of charge, documents that we file with or furnish to the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. These reports are also available free of charge on the SEC website at www.sec.gov.