Form 4: Radius Recycling Completes Merger with Toyota Tsusho America, Shares Converted to Cash

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

Summary

• Radius Recycling, Inc. (RDUS) 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 an Agreement and Plan of Merger dated March 13, 2025.
• As a result of the merger, Radius Recycling, Inc. is now a wholly-owned subsidiary of Toyota Tsusho America, Inc.
• Each share of Issuer Class A and Class B common stock outstanding immediately prior to the Effective Time was converted into the right to receive $30.00 in cash, without interest and less applicable withholding taxes.
• Unvested Company RSU Awards, including 26,711 held by Brian Souza, immediately vested and were converted into cash based on the $30.00 Merger Consideration plus any accrued and unpaid dividends.
• Brian Souza, SVP and President, Operations, disposed of 39,433 shares of Class A Common Stock at $30 per share as part of this transaction, resulting in zero beneficial ownership following the reported transaction.

Sentiment

Score: 7

Explanation: The completion of a pre-announced merger at the agreed-upon price is a positive for shareholders receiving cash and for the company achieving its strategic objective of becoming a private entity under new ownership. The sentiment is neutral to positive as it's an expected outcome of a corporate action.

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 Company RSU Awards, including 26,711 held by Brian Souza, immediately vested and converted to cash, benefiting RSU holders.
• The completion of the merger provides certainty for the company's future operations under new ownership.

Negatives

• Radius Recycling, Inc. common stock is no longer publicly traded, removing investment opportunities in the standalone entity.
• Public shareholders no longer participate in any future growth or profits of Radius Recycling, Inc.

Risks

• The company is no longer publicly traded, eliminating liquidity for public shareholders and future participation in its equity performance.

Future Outlook

Radius Recycling, Inc. will continue its operations as a wholly-owned subsidiary of Toyota Tsusho America, Inc., with its future strategic direction and financial performance integrated into the parent company's broader operations.

Management Comments

• Brian Souza, SVP and President, Operations, disposed of 39,433 shares of Class A Common Stock and had 26,711 unvested RSU awards immediately vest and convert to cash as part of the merger transaction.

Industry Context

The acquisition of Radius Recycling by Toyota Tsusho America signifies a consolidation within the recycling and materials management sector, potentially enhancing Toyota Tsusho's capabilities and market presence in North America's circular economy initiatives.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: Public shareholders received $30.00 per share in cash, losing their equity stake and future participation in the company's public performance.
• Employees: Employees holding RSU awards saw them immediately vest and convert to cash. The company's operational structure and employment terms will now be under Toyota Tsusho America, Inc.'s purview.
• Customers/Suppliers: Operations continue under new ownership, potentially leading to integration with Toyota Tsusho's supply chain and customer base.

Next Steps

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

Key Dates

Recommendation

Keywords

Radius Recycling, RDUS, Toyota Tsusho America, Merger, Acquisition, SEC Form 4, Beneficial Ownership, Stock Conversion, Cash Out, Recycling Industry, Corporate Action