{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-025485","form_type":"8-K","ticker":null,"cik":"0000912603","company_name":"RADIUS RECYCLING, INC.","filed_at":"2025-07-10T23:59:59+00:00","discovered_at":"2026-05-14T18:02:46.685056+00:00","generated_at":"2026-05-18T08:49:47.341723+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Toyota Tsusho America completes acquisition of Radius Recycling for $30.00 per share cash","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-025485","json":"https://secwatch.observer/filing/0001140361-25-025485.json","markdown":"https://secwatch.observer/filing/0001140361-25-025485.md","text":"https://secwatch.observer/filing/0001140361-25-025485.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/912603/000114036125025485/0001140361-25-025485-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/912603/000114036125025485/ef20051635_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T08:49:47.341723+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"02ca260b11cdf9efb54d4dac6c2b78e064439d40","claim":"RADIUS RECYCLING, INC.: Amended and restated certificate of incorporation in connection with merger (effective 2025-07-10).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/912603/000114036125025485/0001140361-25-025485-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-07-10"}],"fact_type":"governance_change"},{"claim_id":"33768fdca500531acf8c62b11d12e578e9baf027","claim":"RADIUS RECYCLING, INC.: Amended and restated bylaws in connection with merger (effective 2025-07-10).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/912603/000114036125025485/0001140361-25-025485-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-07-10"}],"fact_type":"governance_change"},{"claim_id":"6fad6572239b22dcbf366a08d86306c79e9d3caf","claim":"RADIUS RECYCLING, INC. underwent a change of control involving Toyota Tsusho America, Inc. for $30.00 in cash (closed 2025-07-10).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/912603/000114036125025485/0001140361-25-025485-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Toyota Tsusho America, Inc."},{"label":"Consideration","value":"$30.00 in cash"},{"label":"Closing","value":"2025-07-10"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}