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

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

Summary

• Radius Recycling, Inc. completed its previously announced merger with 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.
• SVP and CFO Stefano R. Gaggini disposed of 90,281 shares of Class A Common Stock at $30 per share as part of this transaction.
• All 38,607 unvested Company RSU Awards held by the reporting person immediately prior to the merger became immediately vested and were converted into cash based on the $30.00 merger consideration, plus any accrued and unpaid dividends.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a pre-announced merger, which provides a definitive cash exit for shareholders and RSU holders at the agreed-upon price. This indicates a smooth execution of the corporate action.

Positives

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

Negatives

• Radius Recycling, Inc. common stock is no longer publicly traded, as it is now a wholly-owned subsidiary.
• Shareholders no longer have equity participation in the future performance of Radius Recycling, Inc.

Future Outlook

No forward-looking statements or guidance are provided, as this Form 4 reports a completed transaction.

Industry Context

The merger signifies consolidation in the recycling or materials industry, with a major global trading company like Toyota Tsusho America acquiring a specialized recycling entity. This could indicate a strategic move by Toyota Tsusho to secure supply chains or expand its environmental services portfolio.

Stakeholder Impact

• Shareholders: Received $30.00 cash per share, losing equity ownership in Radius Recycling, Inc.
• Employees (specifically RSU holders): RSU awards vested immediately and converted to cash.
• Company (Radius Recycling, Inc.): Becomes a private, wholly-owned subsidiary, no longer subject to public reporting requirements.
• Toyota Tsusho America, Inc.: Gains full ownership and control of Radius Recycling's operations.

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 no longer be publicly traded.

Key Dates

Recommendation

Keywords

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