[8-K] ARTISAN PARTNERS ASSET MANAGEMENT INC. Reports Material Event

Rhea-AI Filing Summary

Radius Recycling, Inc. has filed Post-Effective Amendment No. 1 to four previously effective Form S-8 registration statements after its July 10 2025 merger with Toyota Tsusho America, Inc. (TAI). The filing formally terminates the Company’s ability to issue equity under two employee incentive plans and deregisters any unsold shares that had been registered for those plans.

• The merger, effected through TAI Merger Corporation, makes Radius Recycling a wholly owned subsidiary of TAI.
• The Company is no longer issuing securities under the Schnitzer Steel Industries, Inc. 1993 Stock Incentive Plan or the Radius Recycling, Inc. 2024 Omnibus Incentive Plan.
• Four registration statements are affected: Reg. Nos. 333-21895 (825,000 shares), 333-100511 (1,200,000 shares), 333-160996 (5,000,000 shares) and 333-276768 (3,000,000 shares), totaling 10.025 million Class A common shares.
• The amendment is filed pursuant to the undertaking in each registration statement to remove from registration any securities that remain unsold when the related offering terminates.
• Signature is provided by James Matthew Vaughn, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary.

The document contains no financial statements or earnings data; it is an administrative step confirming completion of the merger and elimination of future equity issuances under the referenced plans.

Insights

Securities Analyst

TL;DR – Administrative deregistration of ~10 M unissued shares post-merger; neutral market impact.

The filing simply removes unsold shares from four historic S-8 registrations because Radius Recycling is now a wholly owned subsidiary of Toyota Tsusho America. No new capital is being raised, and public float is already eliminated via the merger. Consequently, there is no earnings, cash-flow or valuation effect for former public shareholders, who have already received merger consideration. The amendment satisfies SEC undertakings and cleans up the Company’s registration ledger; it is routine and non-impactful for capital-market analysis.

Corporate Governance Expert

TL;DR – Filing fulfills governance obligation to close equity plans after change-of-control.

Post-closing integration requires formal termination of employee equity programs tied to the pre-merger public entity. By deregistering the remaining securities, Radius Recycling aligns with Rule 415 and removes potential overhang. The action also protects the acquirer from inadvertent issuer liabilities under the Securities Act. No governance red flags appear, and all required signatures are present, relying appropriately on Rule 478 to forego additional signatories.

0001517302false00015173022025-07-102025-07-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 10, 2025

Artisan Partners Asset Management Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35826

45-0969585

(State or other jurisdiction of incorporation or organization)

(Commission file number)

(I.R.S. Employer Identification No.)

875 E. Wisconsin Avenue, Suite 800

Milwaukee, WI 53202

(Address of principal executive offices and zip code)

(414) 390-6100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

APAM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                             Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On July 10, 2025, Artisan Partners Asset Management Inc. (the “Company”) issued a press release reporting certain information about the Company’s preliminary assets under management as of June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 8.01, including the exhibit incorporated herein by reference, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and shall be deemed incorporated by reference in the Company’s filings under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

Exhibit Number						Description of Exhibit
99.1						Press Release of Artisan Partners Asset Management Inc. dated July 10, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Artisan Partners Asset Management Inc.

Date: July 10, 2025

By:						/s/ Charles J. Daley, Jr.
Name:						Charles J. Daley, Jr.
Title:						Executive Vice President, Chief Financial Officer and Treasurer

FAQ

Why did Radius Recycling (RDUS) file a Post-Effective Amendment No. 1 to its Form S-8 registrations?

The amendment deregisters any unsold shares because the company was acquired by Toyota Tsusho America on July 10 2025 and will no longer issue stock under its incentive plans.

How many shares are being deregistered by Radius Recycling?

A total of 10,025,000 Class A common shares (825k + 1.2M + 5M + 3M) are removed from registration.

Which incentive plans are affected by the deregistration?

The 1993 Stock Incentive Plan and the 2024 Omnibus Incentive Plan are both terminated for future issuances.

What corporate action triggered the need to deregister these shares?

The merger with Toyota Tsusho America, Inc. made Radius Recycling a wholly owned subsidiary, ending public share issuances.

Who signed the Post-Effective Amendment on behalf of the company?

It was signed by James Matthew Vaughn, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary.

Does the filing contain any financial results or earnings information?

No. The document is purely administrative and does not include financial statements or earnings data.