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

Rhea-AI Filing Summary

Form 4 filing highlights

Radius Recycling, Inc. (RDUS) director Glenda J. Minor reported the disposition of 27,084.238 Class A common shares on 10 July 2025. The disposition occurred automatically upon the closing of the merger between Radius Recycling and Toyota Tsusho America, Inc. (Parent) under the 13 March 2025 Merger Agreement. At the Effective Time, every outstanding share of Class A and Class B common stock was converted into the right to receive $30.00 in cash, without interest and subject to withholding tax.

As part of the same transaction, 9,607 unvested deferred stock units (DSUs) held by the director immediately vested and were likewise exchanged for the $30.00 cash consideration plus accrued dividend-equivalent amounts. Following these actions, the reporting person now owns zero RDUS shares.

This Form 4 therefore serves as a closing confirmation that Radius Recycling has become a wholly owned subsidiary of Toyota Tsusho America and that insiders no longer hold public-market equity in the company.

• Transaction code: D (disposition)
• Ownership type prior to transaction: Direct
• No derivative securities remain outstanding for the reporting person

No operational or earnings data are included; the document is limited to insider ownership changes triggered by the merger.

Positive

• Merger consummation at $30 cash per share, delivering liquidity to shareholders as agreed.

Negative

• None.

Insights

M&A Specialist

TL;DR: Form 4 confirms merger close; insider shares cashed out at $30; RDUS now private.

The filing finalises the previously disclosed cash-outs tied to Toyota Tsusho’s acquisition of Radius Recycling. With all outstanding shares converted to $30 cash, public shareholders—including directors—exit their positions, and the issuer ceases to trade independently. While material to completion-risk arbitrage investors, the market should have largely priced this in once closing conditions were met. Impact is therefore modest and largely confirmatory.

Portfolio Manager

TL;DR: Insider disposition validates deal completion; no remaining float; neutral for broader equity markets.

For portfolio managers, the event locks in the $30 exit value and ends RDUS exposure. Cash proceeds can be redeployed, but no incremental upside remains. The lack of surprises keeps risk low, and there are no lingering derivative positions or retention packages noted. Overall, this is an administrative milestone rather than a value-changing event.

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

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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^*

Jahnke David L

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		84,544.596(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 9,607 unvested Company DSU Awards (as defined in the Merger Agreement). Pursuant to the Merger Agreement, as of the Effective Time, each Company DSU 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 DSU Award, plus (y) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Company DSU 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).
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FAQ

When did the Radius Recycling (RDUS) merger close?

10 July 2025, as indicated by the Form 4 transaction date and explanation of responses.

What cash consideration did RDUS shareholders receive?

Each Class A and Class B share was converted into the right to receive $30.00 in cash.

How many shares did director Glenda J. Minor dispose of?

A total of 27,084.238 Class A common shares were disposed of, including vested DSUs.

Does Glenda J. Minor hold any RDUS shares after the transaction?

No. The Form 4 shows 0 shares beneficially owned following the merger.

Will Radius Recycling (RDUS) continue trading on public markets?

No. The company is now a wholly owned subsidiary of Toyota Tsusho America and will no longer trade independently.

Were deferred stock units (DSUs) included in the cash-out?

Yes. 9,607 unvested DSUs vested immediately and were exchanged for the same $30.00 cash consideration.