---
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"
generated_at: "2026-05-18T08:49:47.341723+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Toyota Tsusho America completes acquisition of Radius Recycling for $30.00 per share cash

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-25-025485
- form_type: 8-K
- cik: 0000912603
- company_name: RADIUS RECYCLING, INC.
- filed_at: 2025-07-10T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-025485
- JSON: https://secwatch.observer/filing/0001140361-25-025485.json
- Plain text: https://secwatch.observer/filing/0001140361-25-025485.txt

## Key facts
- Governance Changes
  RADIUS RECYCLING, INC.: Amended and restated certificate of incorporation in connection with merger (effective 2025-07-10).
  - Change: charter amendment
  - Effective: 2025-07-10
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/912603/000114036125025485/0001140361-25-025485-index.htm
- Governance Changes
  RADIUS RECYCLING, INC.: Amended and restated bylaws in connection with merger (effective 2025-07-10).
  - Change: bylaw amendment
  - Effective: 2025-07-10
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/912603/000114036125025485/0001140361-25-025485-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/912603/000114036125025485/0001140361-25-025485-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.