[Form 4] Radius Recycling, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Smith-Midland Corporation (NASDAQ: SMID) delivered a markedly stronger first quarter of 2025, leveraging a large, high-margin barrier-rental project to lift both revenue and profitability. All figures are unaudited and expressed in thousands, except per-share data.

• Revenue jumped 35% year-over-year to $22.7 million (Q1-24: $16.8 million). The key driver was barrier rentals, which rose eight-fold to $8.4 million, offsetting a 15% slide in product sales.
• Gross profit nearly doubled to $7.0 million, expanding gross margin to 30.7% (Q1-24: 23.3%) as rental mix improved cost leverage (cost of sales fell to 72% of sales from 79%).
• Operating income advanced 191% to $4.4 million; net income climbed 190% to $3.3 million, driving basic EPS to $0.63 versus $0.22 a year ago.
• Cash increased to $9.0 million (12/31/24: $7.5 million) after generating $2.2 million of operating cash flow; long-term debt declined slightly to $4.3 million and the $5.0 million revolver remains undrawn.
• Balance sheet strength: Equity rose to $45.1 million, representing 60% of total assets. Tangible-net-worth and capital-spending covenants under bank facilities remain in compliance.
• Backlog at 5 May 2025 was $52.4 million, down 19% from $64.6 million a year earlier; management expects most projects to convert to revenue within 12 months.
• Management reiterated its strategy to expand SlenderWall sales, grow barrier-rental fleet and pursue infrastructure-linked demand; planned 2025 capex totals ~$5 million.

Operational considerations

• One customer accounted for 33% of Q1-25 revenue; two customers each represented >10% of receivables.
• A ransomware incident occurred in Q1-25 but was resolved without payment; network security changes were implemented.
• Material weaknesses in entity-level and IT controls identified in 2024 remain unremediated; a new CFO was hired and remediation efforts are under way.

Outlook: Management anticipates sustained soundwall and building demand, incremental SlenderWall orders in 2H-25 and continued emphasis on barrier rentals. However, reduced backlog, customer concentration and unresolved control weaknesses introduce execution and governance risk.

Positive

• Revenue up 35% YoY, led by barrier rentals, demonstrating strong demand and effective capacity utilisation.
• Gross margin expanded 740 bps to 30.7%, reflecting high-margin rental mix and cost discipline.
• Net income rose 190% to $3.3 million; EPS surged to $0.63.
• Operating cash flow of $2.2 million boosted cash to $9.0 million with no revolver usage.
• Debt remains modest and fixed-rate, limiting interest-rate exposure and keeping leverage low.

Negative

• Backlog declined 19% to $52.4 million, reducing future revenue visibility.
• Product sales fell 15%, signalling underlying demand softness outside the special barrier-rental project.
• Unremediated material weaknesses in internal control and IT environment persist.
• Customer concentration risk: one customer generated 33% of Q1-25 revenue; two customers exceed 10% of receivables.
• Ransomware incident highlights cybersecurity exposure, even though impact was contained.

Insights

Equity Analyst

TL;DR – Strong quarter driven by barrier rentals; solid cash build; backlog erosion tempers upside.

SMID’s Q1-25 print is decisively positive: revenue +35%, gross margin +740 bps and EPS +186%. The outperformance stems from an unusually large barrier-rental project that converted into high-margin service revenue. Even stripping out rentals, product mix held up, and SG&A was contained (operating margin 19%). Cash generation of $2.2 million boosted liquidity to $9.0 million with no revolver draw, keeping net leverage very low.
Yet sustainability questions surface. Product sales fell 15% and backlog contracted 19%, implying tougher comps once the special project rolls off. Management’s $5 million capex plan and focus on SlenderWall could re-ignite growth, but execution risk rises amid customer concentration (one customer = 33% sales) and ongoing control deficiencies. Overall, the quarter improves valuation support but investors should monitor backlog trend and remediation progress.

Risk & Governance Specialist

TL;DR – Governance and concentration risks persist despite earnings surge.

While financial metrics strengthened, the persistence of multiple material weaknesses in internal control—including IT access and journal-entry review—remains a red flag. Management has outlined remediation steps (new CFO, COSO alignment, added staff), but effectiveness is yet unproven. Customer concentration (33% of Q1 revenue) and a successful—albeit contained—ransomware attack underscore operational vulnerabilities. Declining backlog (-19% YoY) also reduces revenue visibility. Fixed-rate debt limits rate exposure and covenant compliance is intact, but the $5 million annual capex limit could constrain growth initiatives. Overall risk profile is neutral to slightly negative until controls are fortified and backlog stabilises.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vaughn James Matthew

(Last) (First) (Middle)

222 SW COLUMBIA ST SUITE 1150

(Street)

PORTLAND OR 97201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RADIUS RECYCLING, INC. [ RDUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, GC, CCO, Corp. Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/10/2025		D(1)		27,578(1)(2)	D	$30(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On July 10, 2025, Radius Recycling, Inc. (the "Issuer") completed the previously announced transaction with Toyota Tsusho America, Inc. ("Parent"), and TAI Merger Corporation ("Merger Sub"), pursuant to the Agreement and Plan of Merger dated as of March 13, 2025 (the "Merger Agreement"), whereby Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger as a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, each share of Issuer Class A common stock ("Class A Common Stock") and Issuer Class B common stock ("Class B Common Stock" and together with Class A Common Stock, "Common Stock") that was issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) (other than certain properly dissenting shares) was converted into the right to receive $30.00 in cash (the "Merger Consideration"), without interest, and less applicable withholding taxes.

2. Includes 25,630 unvested Company RSU Awards (as defined in the Merger Agreement). Pursuant to the Merger Agreement, as of the Effective Time, each Company RSU Award that was outstanding immediately prior to the Effective Time became immediately vested and was cancelled and converted into the right to receive an amount in cash equal to the sum of (x) the product of (A) the Merger Consideration, multiplied by (B) the total number of shares of Common Stock subject to such Company RSU Award immediately prior to the Effective Time, plus (y) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Company RSU Award.

	/s/ Joseph J. Bradley, Attorney-in-Fact	07/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How much did Smith-Midland (SMID) earn in Q1 2025?

Net income was $3.3 million, up 190% from $1.1 million in Q1 2024.

What drove the sharp revenue increase for SMID?

An $8.4 million barrier-rental project (up 843% YoY) offset weaker product sales and lifted total revenue 35%.

What is Smith-Midland’s current sales backlog?

Backlog stood at $52.4 million as of 7 May 2025, down from $64.6 million a year earlier.

Did SMID improve its gross margin?

Yes, gross margin widened to 30.7% from 23.3% in the prior-year quarter due to high-margin rentals.

Are there any internal control issues at SMID?

Yes. Material weaknesses in entity-level controls and IT systems first disclosed in 2024 remain unremediated.

How much cash does Smith-Midland have?

Cash increased to $9.0 million at 31 Mar 2025, with the $5 million credit line undrawn.