Form 4: Radius Recycling Completes Acquisition by Toyota Tsusho America

Radius Recycling, Inc. has completed its merger with TAI Merger Corporation, a subsidiary of Toyota Tsusho America, Inc., resulting in Radius Recycling becoming a wholly owned subsidiary.

Summary

• Radius Recycling, Inc. (RDUS) completed its previously announced merger with TAI Merger Corporation, a subsidiary of Toyota Tsusho America, Inc., on July 10, 2025.
• As a result of the merger, Radius Recycling, Inc. is now a wholly owned subsidiary of Toyota Tsusho America, Inc.
• Each share of Radius Recycling's Class A and Class B common stock outstanding immediately prior to the merger was converted into the right to receive $30.00 in cash, without interest and less applicable withholding taxes.
• EVP & COO Marc E. Hathhorn disposed of 145,581 shares of Class A Common Stock as part of the merger.
• This disposition included 145,581 unvested Company RSU Awards, which immediately vested and were cancelled, converting into cash equal to the merger consideration multiplied by the number of shares subject to the RSU, plus any accrued and unpaid dividends.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a previously announced merger, where shareholders received a fixed cash consideration per share, and unvested RSU awards were immediately vested and converted to cash. This is a neutral outcome as it's the execution of a prior agreement, but positive for shareholders receiving liquidity.

Positives

• Shareholders received a cash payment of $30.00 per share for their Class A and Class B common stock, providing liquidity and a defined return.
• Unvested RSU awards for executives, including Marc E. Hathhorn, immediately vested and were converted into cash, benefiting award holders.

Negatives

• Radius Recycling, Inc. is no longer a publicly traded entity, meaning its common stock will no longer be traded on public exchanges.
• Existing shareholders no longer have equity ownership in Radius Recycling, Inc.

Future Outlook

Radius Recycling, Inc. will continue to operate as a wholly owned subsidiary of Toyota Tsusho America, Inc. following the completion of the merger.

Industry Context

The acquisition of Radius Recycling by Toyota Tsusho America, Inc. signifies a strategic move by Toyota Tsusho to expand its presence or capabilities within the recycling industry, potentially integrating Radius Recycling's operations into its broader supply chain or sustainability initiatives.

Stakeholder Impact

• Shareholders: Received $30.00 cash per share, losing their equity stake in a publicly traded company.
• Employees: The company continues as a subsidiary, implying continued employment, though specific impacts on employees are not detailed.
• Management (e.g., Marc E. Hathhorn): Unvested RSU awards vested and converted to cash.
• Creditors/Suppliers/Customers: No direct impact detailed, but the company's ownership structure has changed, potentially affecting future relationships or strategic direction.

Next Steps

• Radius Recycling, Inc. will continue operations as a wholly owned subsidiary of Toyota Tsusho America, Inc.
• The common stock of Radius Recycling, Inc. will no longer be publicly traded.

Key Dates

Recommendation

Keywords

Radius Recycling, RDUS, Toyota Tsusho America, TAI Merger Corporation, Merger, Acquisition, SEC Form 4, Beneficial Ownership, Common Stock, RSU Awards, Recycling Industry