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

Radius Recycling, Inc. has finalized its previously announced merger with Toyota Tsusho America, Inc., becoming a wholly-owned subsidiary.

Summary

• Radius Recycling, Inc. completed its merger with Toyota Tsusho America, Inc. on July 10, 2025, as per the Agreement and Plan of Merger dated March 13, 2025.
• TAI Merger Corporation, a subsidiary of Toyota Tsusho America, Inc., merged into Radius Recycling, Inc., with Radius Recycling continuing as the surviving entity.
• Each share of Radius Recycling's 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.
• Erika K. Kelley, VP, Chief Accounting Officer, reported the disposal of 4,016 shares of Class A Common Stock at a price of $30 per share due to the merger.
• The 4,016 shares included unvested Company RSU Awards, which became immediately vested and were converted into a cash amount equal to the merger consideration multiplied by the number of shares subject to the RSU, plus any accrued and unpaid dividends or dividend equivalent rights.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders who received a cash premium for their shares and for RSU holders whose awards vested immediately. However, it signifies the end of Radius Recycling as an independent public entity, which could be seen as a neutral or slightly negative aspect for those invested in its standalone growth story.

Positives

• Shareholders received a cash payout of $30.00 per share for their Class A and Class B common stock.
• Unvested Company RSU Awards held by employees, including the reporting person, immediately vested upon the merger's completion and were converted into cash.

Negatives

• Radius Recycling, Inc. ceased to be an independent publicly traded company, becoming a wholly-owned subsidiary of Toyota Tsusho America, Inc.
• Shares of Radius Recycling are no longer traded on a public exchange.

Future Outlook

Radius Recycling, Inc. is now a wholly-owned subsidiary of Toyota Tsusho America, Inc., and as such, will no longer operate as an independent publicly traded entity with its own forward-looking statements or guidance.

Industry Context

This acquisition represents a consolidation within the recycling industry, with a major global trading company, Toyota Tsusho, expanding its footprint by fully acquiring a U.S. recycling firm. Such mergers can lead to increased operational efficiencies and market share for the acquiring entity.

Comparison to Industry Standards

• As this document reports the completion of a merger and the subsequent change in beneficial ownership, direct comparisons to industry-standard financial results or operational benchmarks are not applicable. The transaction's terms were set by the merger agreement, which is a specific corporate action rather than an operational performance report.

Stakeholder Impact

• Shareholders received a cash payout for their shares, concluding their investment in the public entity.
• Employees holding RSU awards saw immediate vesting and cash conversion of their equity, providing a liquidity event.
• The company's operations and strategic direction will now be integrated under Toyota Tsusho America, Inc.'s ownership.

Next Steps

• Radius Recycling, Inc. will operate as a wholly-owned subsidiary of Toyota Tsusho America, Inc.

Key Dates

Keywords

Radius Recycling, RDUS, Toyota Tsusho America, Merger, Acquisition, SEC Form 4, Insider Transaction, Beneficial Ownership, Recycling Industry