RADIUS RECYCLING, INC.

Filing Date

Jul 10, 2025

Transaction Date

Jul 10, 2025

Accession Number

0000950170-25-095054

Form Type

4

Footnotes

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 9,607 unvested Company DSU Awards (as defined in the Merger Agreement). Pursuant to the Merger Agreement, as of the Effective Time, each Company DSU 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 DSU Award, plus (y) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Company DSU Award.