Form 4: Radius Recycling Completes Merger with Toyota Tsusho America, Becomes Wholly-Owned Subsidiary

Radius Recycling, Inc. has completed its previously announced merger with Toyota Tsusho America, Inc., converting all outstanding shares into cash at $30.00 per share.

Summary

• Radius Recycling, Inc. (the "Issuer") completed its merger with Toyota Tsusho America, Inc. ("Parent") and TAI Merger Corporation ("Merger Sub") on July 10, 2025.
• The merger was executed pursuant to the Agreement and Plan of Merger dated March 13, 2025.
• Merger Sub merged into the Issuer, with Radius Recycling continuing as the surviving corporation and a wholly-owned subsidiary of Parent.
• Each share of Issuer 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.
• Director Leslie L. Shoemaker disposed of 20,016.912 shares of Class A Common Stock at a price of $30 per share as a result of the merger.
• The reported shares include 9,607 unvested Company DSU Awards, which immediately vested at the effective time of the merger.
• These vested DSU Awards were converted into a cash amount equal to the product of the Merger Consideration multiplied by the total number of shares subject to the DSU Award, plus any accrued and unpaid dividends or dividend equivalent rights.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders who received a cash payout for their shares, and the transaction completed as planned. The company is no longer public, which could be seen as neutral or slightly negative for those seeking public equity exposure to the recycling sector.

Positives

• Shareholders received a fixed cash consideration of $30.00 per share for their Class A and Class B common stock.
• Unvested Company DSU Awards immediately vested and were converted into cash at the merger consideration rate, providing liquidity to award holders.

Negatives

• Radius Recycling, Inc. is no longer an independent publicly traded company, becoming a wholly-owned subsidiary of Toyota Tsusho America, Inc.
• Public shareholders no longer have an equity interest in Radius Recycling, Inc.

Risks

• No new risks identified in this filing as it reports a completed transaction; the primary risk of the merger not completing is now moot.

Future Outlook

Radius Recycling, Inc. is now a wholly-owned subsidiary of Toyota Tsusho America, Inc., and as such, no longer provides independent public forward-looking statements or guidance.

Industry Context

This transaction represents a consolidation within the recycling and materials industry, with a major global trading company, Toyota Tsusho, acquiring a significant player in the recycling sector. Such acquisitions can lead to increased vertical integration or expansion of supply chain capabilities for the acquiring entity.

Stakeholder Impact

• Shareholders received a cash payout for their shares, concluding their investment in the public entity.
• Employees of Radius Recycling, Inc. will now operate under the ownership and strategic direction of Toyota Tsusho America, Inc.

Next Steps

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

Key Dates

Keywords

Merger, Acquisition, Radius Recycling, Toyota Tsusho America, RDUS, SEC Form 4, Beneficial Ownership, Cash Consideration, DSU Awards, Corporate Action