Form 4: Radius Recycling Completes Acquisition by Toyota Tsusho America at $30 Per Share

Radius Recycling, Inc. has completed its merger with Toyota Tsusho America, Inc., becoming a wholly-owned subsidiary, with shareholders receiving $30.00 per share in cash.

Summary

• Radius Recycling, Inc. completed its previously announced merger with Toyota Tsusho America, Inc. and TAI Merger Corporation on July 10, 2025.
• Under the merger agreement dated March 13, 2025, Radius Recycling became a wholly-owned subsidiary of Toyota Tsusho America, Inc.
• Each share of Radius Recycling Class A and Class B common stock outstanding immediately prior to the merger's effective time was converted into the right to receive $30.00 in cash, without interest and less applicable withholding taxes.
• All 48,100 unvested Company RSU Awards became immediately vested and were converted into a cash payment based on the $30.00 merger consideration plus any accrued and unpaid dividends.
• Following the transaction, Steven Heiskell, SVP & President, Recycling P&S, reported 0 shares of Class A Common Stock beneficially owned.

Sentiment

Score: 8

Explanation: The completion of the merger at a fixed cash price of $30.00 per share provides immediate liquidity and a defined return for shareholders, which is generally viewed positively, especially if the price represents a premium over pre-announcement trading levels. The vesting of RSUs also benefits employees.

Positives

• Shareholders received a cash payment of $30.00 per share for their Class A and Class B common stock, providing immediate liquidity.
• Unvested RSU awards were immediately vested and converted into cash, providing liquidity to award holders.
• The transaction provides a clear exit strategy and defined return for existing shareholders.

Negatives

• Radius Recycling, Inc. is no longer an independent publicly traded company, becoming a wholly-owned subsidiary.
• Shareholders will no longer participate in the future growth or profits of Radius Recycling.

Future Outlook

NA

Industry Context

The acquisition of Radius Recycling by Toyota Tsusho America signifies a consolidation within the recycling sector, potentially driven by strategic interests in securing raw materials or expanding recycling capabilities. This aligns with broader trends of vertical integration or diversification by larger industrial players into sustainable resource management.

Comparison to Industry Standards

• The $30.00 per share cash consideration for Radius Recycling's common stock represents the final valuation agreed upon in the merger. Without specific financial metrics of Radius Recycling (e.g., revenue, EBITDA multiples) or details of comparable transactions in the recycling industry, a direct assessment against global benchmarks or specific comparable companies (e.g., Waste Management, Republic Services, or other regional recycling firms) is not possible based solely on this Form 4. The document only confirms the completion of a pre-announced transaction at a fixed price.

Stakeholder Impact

• Shareholders: Received $30.00 cash per share, providing immediate liquidity and a defined return on investment.
• Employees (RSU holders): Unvested RSU awards immediately vested and converted to cash, providing a financial benefit.
• Radius Recycling as an entity: Transitioned from a publicly traded company to a wholly-owned subsidiary, implying changes in operational and strategic oversight under Toyota Tsusho America.

Next Steps

• Radius Recycling, Inc. will operate as a wholly-owned subsidiary of Toyota Tsusho America, Inc.
• Radius Recycling's common stock will likely be delisted from public exchanges.

Key Dates

Keywords

Radius Recycling, RDUS, Toyota Tsusho America, Merger, Acquisition, SEC Form 4, Common Stock, RSU, Cash Consideration, Recycling Industry