RADIUS RECYCLING, INC.: M&A transaction — Toyota Tsusho America completes acquisition of Radius Recycling for $30.00 per share cash

RADIUS RECYCLING, INC.

Merger closed July 10, 2025; each Radius common share converted into $30.00 cash.
All prior Radius directors and officers ceased; new board and officers from Toyota Tsusho America appointed.
Radius common stock to be delisted from Nasdaq; Form 15 to be filed to terminate SEC registration.
Radius' credit facility was repaid in full, all commitments terminated and liens released.
Radius will operate as standalone business; brand and Portland headquarters retained per press release.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RADIUS RECYCLING, INC.: Amended and restated certificate of incorporation in connection with merger (effective 2025-07-10).

Change: charter amendment
Effective: 2025-07-10

Exact text from the filing

Radius’ certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and Radius’ bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RADIUS RECYCLING, INC.: Amended and restated bylaws in connection with merger (effective 2025-07-10).

Change: bylaw amendment
Effective: 2025-07-10

Exact text from the filing

Radius’ certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and Radius’ bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

RADIUS RECYCLING, INC. underwent a change of control involving Toyota Tsusho America, Inc. for $30.00 in cash (closed 2025-07-10).

Action: change of control
Counterparty: Toyota Tsusho America, Inc.
Consideration: $30.00 in cash
Closing: 2025-07-10

Exact text from the filing

with Radius Class A Common Stock, “Radius Common Stock”) that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive $30.00 in cash (the “Merger Consideration”), without interest, and less any applicable withholding taxes. In addition, pursuant to the Merger Agreement, immediately prior to the

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Source: SEC EDGAR

accession 0001140361-25-025485

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