[S-8 POS] Radius Recycling, Inc. SEC Filing

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.

As filed with the Securities and Exchange Commission on July 10, 2025

Registration No. 333-21895

Registration No. 333-100511

Registration No. 333-160996

Registration No. 333-276768

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8 REGISTRATION STATEMENT No. 333-21895

FORM S-8 REGISTRATION STATEMENT No. 333-100511

FORM S-8 REGISTRATION STATEMENT No. 333-160996

FORM S-8 REGISTRATION STATEMENT No. 333-276768

UNDER

THE SECURITIES ACT OF 1933

Radius Recycling, Inc.

(Exact name of registrant as specified in its charter)

Oregon		93-0341923
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

222 SW Columbia Street, Suite 1150

Portland, Oregon

(Address of Principal Executive Offices)

97201

(Zip Code)

Schnitzer Steel Industries, Inc. 1993 Stock Incentive Plan

Radius Recycling, Inc. 2024 Omnibus Incentive Plan

(Full Title of the Plans)

James Matthew Vaughn

Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

Radius Recycling, Inc.

222 SW Columbia Street, Suite 1150

Portland, Oregon 97201

+1 (503) 224-9900

(Name and address and telephone number, including area code, of agent for service of process)

Copies to:

Nels Hansen, Esq.

Shino Asayama, Esq.

White & Case LLP

White & Case Law Offices (Registered Association)

Marunouchi Trust Tower Main

26th Floor 1-8-3 Marunouchi

Chiyoda-ku, Tokyo 100-0005 Japan

+81 3-6384-3300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) relates to the below-listed Registration Statements on Form S-8 named herein (collectively, the “Registration Statements”) of Radius Recycling, Inc. (f/k/a Schnitzer Steel Industries, Inc.), an Oregon corporation (the “Company”).

On July 10, 2025, the Company was acquired by Toyota Tsusho America, Inc. (“TAI”) pursuant to a certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 13, 2025, by and among the Company, TAI, and TAI Merger Corporation (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of TAI. On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of TAI.

As a result of the Merger, the Company has terminated all offerings and sales of securities under the below-listed Registration Statements, which have been previously filed with the Securities and Exchange Commission (the “SEC”), and is no longer issuing securities under the Schnitzer Steel Industries, Inc. 1993 Stock Incentive Plan (the “1993 Plan”) and the Radius Recycling, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”). Accordingly, the Company is filing this Post-Effective Amendment No. 1 to each of the Registration Statements named below to deregister any and all securities registered but unsold or otherwise unissued thereunder:

1. Registration Statement on Form S-8 (Registration No. 333-21895), filed with the SEC on February 14, 1997, registering the offer and sale of 825,000 shares of the Company’s Class A common stock, $1.00 par value per share (“Common Stock”) under the 1993 Plan;

2. Registration Statement on Form S-8 (Registration No. 333-100511), filed with the SEC on October 11, 2002, registering the offer and sale of 1,200,000 shares of Common Stock under the 1993 Plan;

3. Registration Statement on Form S-8 (Registration No. 333-160996), filed with the SEC on August 3, 2009, registering the offer and sale of 5,000,000 shares of Common Stock under the 1993 Plan; and

4. Registration Statement on Form S-8 (Registration No. 333-276768), filed with the SEC on January 30, 2024, registering the offer and sale of 3,000,000 shares of Common Stock under the 2024 Plan.

The Registrant, by filing this Post-Effective Amendment No. 1, hereby terminates the effectiveness of each Registration Statement. This Post-Effective Amendment No. 1 is being filed in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to each Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, Oregon on July 10, 2025.

	Radius Recycling, Inc.
	By:	/s/ James Matthew Vaughn
		Name: James Matthew Vaughn
		Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

No other person is required to sign this Post-Effective Amendment No. 1 to each Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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.