Radius Recycling, Inc. Insider Trading Activity

Accepted by SEC EDGAR 07/10/2025 - 04:46 PM EDT Learn about SEC filing dates

Insider Trade Summary

Disposition: 4,016 shares

Disposition 1 txn

Insider Kelley Erika K.

Role VP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	4,016	$30.00	$120K

Holdings After Transaction: Class A Common Stock — 0 shares (Direct)

Holdings Before and After: Class A Common Stock, 4,016 to 0 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

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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^*

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.