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

Rhea-AI Filing Summary

Form Type: Form 4 – Statement of Changes in Beneficial Ownership

Radius Recycling, Inc. (RDUS) VP & Chief Accounting Officer Erika K. Kelley reported the disposition of all 4,016 Class A common shares/RSUs on 07/10/2025. The event coincides with the closing of the previously announced merger in which TAI Merger Corporation combined with Radius Recycling, making the issuer a wholly owned subsidiary of Toyota Tsusho America, Inc.

Merger payout terms

• Each Class A and Class B share converted into the right to receive $30.00 in cash, without interest and less applicable withholding.
• All outstanding Company RSU Awards vested immediately at the effective time and were cashed out on the same $30-per-share basis, accounting for Ms. Kelley’s 4,016 units.
• Following settlement, the reporting officer now holds 0 shares of Radius Recycling.
• The filing confirms that RDUS common stock will no longer trade publicly as the company is now a private, wholly owned subsidiary.

This Form 4 does not reflect a discretionary sale by the insider but rather the mandatory conversion of equity in connection with the merger, providing cash liquidity to former shareholders.

Positive

• Merger consummated at $30 cash per share, delivering definitive liquidity to shareholders.
• Immediate vesting of RSUs ensures insiders receive the same cash consideration, aligning interests.

Negative

• Public shareholders lose ongoing equity participation as RDUS becomes a wholly owned subsidiary and delists.

Insights

Financial Analyst

TL;DR: Insider cash-out at $30 confirms merger closure and zero remaining RDUS float.

The filing evidences the mechanical cash settlement of insider equity upon completion of the Toyota Tsusho merger. All 4,016 RSUs vested and converted to cash at the agreed $30 per share, aligning with terms disclosed March 13, 2025. Beneficial ownership for the officer drops to zero, indicating no residual equity structure. For investors, the document is a procedural but material confirmation that the transaction closed and that shareholders will receive cash. With trading effectively terminated, the impact is chiefly the realization of liquidity at the negotiated premium price.

Corporate Governance Expert

TL;DR: Filing finalizes equity conversion and ends Section 16 reporting duties.

Completion of the merger eliminates Radius Recycling’s public-company status; hence Section 16 insiders like Ms. Kelley no longer have reporting obligations. The immediate vesting and cash-out of RSUs follows common change-of-control practice and respects shareholder parity. No governance red flags emerge—transactions follow board-approved merger terms. Remaining compliance steps are largely administrative.

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^*

Kelley Erika K.

(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)
	VP, Chief Accounting Officer

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)		4,016(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 4,016 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

What does the RDUS Form 4 filed on 07/10/2025 disclose?

It shows VP & CAO Erika K. Kelley disposed of 4,016 shares/RSUs, receiving $30 cash per share upon merger closing.

How much cash will Radius Recycling shareholders receive from the merger?

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

Does the insider still own any RDUS shares after the transaction?

No. Following the merger settlement, Ms. Kelley reports 0 shares beneficially owned.

Why did the RSUs vest immediately?

The Merger Agreement stipulates that all outstanding RSU awards vest and convert to cash at the effective time.

Will RDUS continue to trade publicly after the merger?

No. Radius Recycling became a wholly owned subsidiary of Toyota Tsusho America and will no longer have publicly traded shares.