UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 310, 2025

Commission File Number 000-22496

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		97201
(Address of principal executive offices)		(Zip Code)

(503) 224-9900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $1.00 par value		RDUS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of March 13, 2025 (the “Merger Agreement”), by and among Radius Recycling, Inc., an Oregon corporation (“Radius”), Toyota Tsusho America, Inc., a New York corporation (“Parent”), and TAI Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). On July 10, 2025, pursuant to the Merger Agreement, Merger Sub merged with and into Radius (the “Merger”), the separate corporate existence of Merger Sub ceased, and Radius was the surviving corporation in the Merger (the “Surviving Corporation”) and, as a result, is now a wholly owned subsidiary of Parent.

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

In connection with the completion of the Merger, on July 10, 2025, all outstanding obligations in respect of principal, interest and fees under that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended on each of August 24, 2018, June 30, 2020, August 22, 2022, June 17, 2024, January 3, 2025 and June 16, 2025 and as further amended, restated, supplemented or otherwise modified from time to time, the “Company Credit Facility”), among Radius (as U.S. borrower), Schnitzer Steel Canada Ltd. (as Canadian borrower), Bank of America, N.A. (as administrative agent, swing line lender and an L/C issuer), Bank of Montreal (as the Canadian lender), the U.S. lenders party thereto from time to time and the guarantors party thereto from time to time, were repaid, all commitments under the Company Credit Facility were terminated and all liens and guarantees granted in connection therewith were released.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of Class A common stock, par value $1.00 per share, of Radius (“Radius Class A Common Stock”) and Class B common stock, par value $1.00 per share, of Radius (“Radius Class B Common Stock” and together 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 Effective Time, with respect to outstanding equity-based awards granted under the Schnitzer Steel Industries, Inc. 1993 Stock Incentive Plan, as amended and restated as of November 7, 2013, or the Radius Recycling, Inc. 2024 Omnibus Incentive Plan, as each may be amended from time to time (collectively, the “Radius Stock Plans”): (i) each outstanding restricted stock unit award subject solely to time-based vesting conditions granted under a Radius Stock Plan (“Radius RSU Award”) became fully vested and was cancelled and converted into the right to receive an amount in cash equal to the sum of (a) the product of (x) the Merger Consideration, multiplied by (y) the total number of shares of Radius Common Stock subject to such Radius RSU Award (or portion thereof), plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Radius RSU Award, (ii) each outstanding restricted stock unit award subject to performance-based vesting conditions granted under a Radius Stock Plan (“Radius PSU Award”) became fully vested and was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the Merger Consideration, multiplied by (b) the total number of shares of Radius Common Stock subject to the Radius PSU Award (or portion thereof), calculated based on the greater of (x) actual performance, calculated with the applicable performance period running through the last day of Radius’ most recently completed quarter prior to the Effective Time and (y) deemed target level of performance, and (iii) each outstanding deferred stock unit award held by a member of Radius’ board of directors and granted under a Radius Stock Plan (“Radius DSU Award”) became fully vested and was cancelled and converted into the right to receive an amount in cash equal to the sum of (a) the product of (x) the Merger Consideration, multiplied by (y) the total number of shares of Radius Common Stock subject to such Radius DSU Award (or portion thereof), plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Radius DSU Award.

The foregoing description of the Merger Agreement and Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Radius’ Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2025, and is incorporated into this item by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On July 10, 2025, in connection with the closing of the Merger, Radius notified the Nasdaq Global Market (“Nasdaq”) of the completion of the Merger and requested that Nasdaq (i) suspend trading of Radius Class A Common Stock on Nasdaq before the opening of trading on July 11, 2025 and (ii) file a notification of removal from listing on Form 25 with the SEC to delist Radius Class A Common Stock from Nasdaq and deregister the Radius Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Radius Class A Common Stock will no longer be listed on Nasdaq.

In addition, after effectiveness of the Form 25, Radius intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of Radius’ reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the shares of Radius Class A Common Stock.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

At the Effective Time, a change of control of Radius occurred. Merger Sub merged with and into Radius, the separate corporate existence of Merger Sub ceased, and Radius was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, all of the directors of Radius ceased to be directors. No director was terminated or resigned because of any disagreement with Radius, its management or its board of directors on any matter relating to its operations, policies or practices.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, the directors of Merger Sub as of immediately prior to the Effective Time became the directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal, in each case, in accordance with the articles of incorporation and bylaws of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time were Masaharu Katayama, Naoyuki Hata, Hideyuki Iwamoto, Akihiro Sago and John Maraia.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, all of the officers of Radius ceased to be officers of Radius. No officer was terminated or resigned because of any disagreement with Radius, its management or its board of directors on any matter relating to its operations, policies or practices.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, the officers of Merger Sub as of immediately prior to the Effective Time became the officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal, in each case, in accordance with the articles of incorporation and bylaws of the Surviving Corporation. The sole officer of Merger Sub immediately prior to the Effective Time was Masaharu Katayama (President, Treasurer, Vice President and Secretary).

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

In connection with the closing of the Merger, 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”).

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated into this Item 5.03 by reference.

Item 8.01

Other Events.

AsOn ~~previously~~July ~~announced~~10, ~~on March 13,~~ 2025, Radius ~~Recycling,~~and ~~Inc., an Oregon corporation (“Radius”), Toyota Tsusho America, Inc., a New York corporation (“~~Parent~~”),~~ ~~and~~issued ~~TAI Merger Corporation,~~ a ~~Delaware~~joint ~~corporation~~press ~~and~~release aannouncing ~~wholly~~the ~~owned~~completion ~~subsidiary~~ of ~~Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (~~the “Merger. ~~Agreement”),~~A ~~pursuant to which, on the terms and subject to the~~copy ~~conditions~~ of ~~set forth in~~ the ~~Merger~~press ~~Agreement,~~release ~~Merger~~is ~~Sub~~attached ~~will~~hereto ~~merge with and into Radius (the “Merger”), with Radius continuing~~ as ~~the~~Exhibit ~~surviving~~99.1 ~~corporation~~and inis ~~the~~incorporated ~~Merger~~herein asby ~~a wholly owned subsidiary of Parent~~reference.

InItem ~~connection~~9.01 ~~with~~Financial ~~the~~Statements ~~Merger, Radius~~ and ~~Parent submitted a joint voluntary notice under Section 721 of the Defense Production Act of 1950, as amended, with the Committee on Foreign Investment in the United States (“CFIUS”)~~Exhibits.

~~On July 3, 2025, Radius and Parent received written notice from CFIUS that CFIUS Approval~~ (~~as defined in the Merger Agreement~~d) ~~has been obtained.~~Exhibits

All required regulatory approvals to complete the Merger have now been received. The closing of the Merger is expected to occur on July 10, 2025, subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement.

Exhibit		Description

2.1		Agreement and Plan of Merger, dated as of March 13, 2025, by and among Radius Recycling, Inc., Toyota Tsusho America, Inc. and TAI Merger Corporation (incorporated by reference to Exhibit 2.1 to Radius’ Current Report on Form 8-K filed on March 14, 2025)
3.1		Amended and Restated Certificate of Incorporation of Radius Recycling, Inc.
3.2		Amended and Restated Bylaws of Radius Recycling, Inc.
99.1		Press Release of Radius Recycling, Inc. and Toyota Tsusho America, Inc., dated July 10, 2025
104		The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language)

FORWARD LOOKING STATEMENTS

The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements often contain words such as “outlook,” “target,” “aim,” “believes,” “expects,” “anticipates,” “intends,” “assumes,” “estimates,” “evaluates,” “may,” “will,” “should,” “could,” “opinions,” “forecasts,” “projects,” “plans,” “future,” “forward,” “potential,” “probable,” and similar expressions. The absence of these words or similar expressions, however, does not mean that a statement is not forward-looking. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: completion of the proposed transaction is subject to various risks and uncertainties related to, among other things, its terms, timing, structure, benefits, costs and completion; required approvals to complete the proposed transaction by our shareholders and the receipt of certain regulatory approvals, to the extent required, and the timing and conditions for such approvals; the stock price of Radius prior to the consummation of the proposed transaction; the satisfaction of the closing conditions to the proposed transaction; potential environmental cleanup costs related to the Portland Harbor Superfund site or other locations; the impact of equipment upgrades, equipment failures, and facility damage on production; failure to realize or delays in realizing expected benefits from capital and other projects, including investments in processing and manufacturing technology improvements and information technology systems; the cyclicality and impact of general economic conditions; the impact of inflation and interest rate and foreign currency fluctuations; changing conditions in global markets including the impact of sanctions and tariffs, quotas, and other trade actions and import restrictions; increases in the relative value of the U.S. dollar; economic and geopolitical instability including as a result of military conflict; volatile supply and demand conditions affecting prices and volumes in the markets for raw materials and other inputs we purchase; significant decreases in recycled metal prices; imbalances in supply and demand conditions in the global steel industry; difficulties associated with acquisitions and integration of acquired businesses; supply chain disruptions; reliance on third-party shipping companies, including with respect to freight rates and the availability of transportation; restrictions on our business and financial covenants under the agreement governing our bank credit facilities; potential limitations on our ability to access capital resources and existing credit facilities; the impact of impairment of goodwill and assets other than goodwill; the impact of pandemics, epidemics, or other public health emergencies; inability to achieve or sustain the benefits from productivity, cost savings, and restructuring initiatives; inability to renew facility leases; customer fulfillment of their contractual obligations; the impact of consolidation in the steel industry; product liability claims; the impact of legal proceedings and legal compliance; the impact of climate change; the impact of not realizing deferred tax assets; the impact of tax increases and changes in tax rules; the impact of one or more cybersecurity incidents; the impact of increasing attention to environmental, social, and governance matters; translation risks associated with fluctuation in foreign exchange rates; the impact of hedging transactions; inability to obtain or renew business licenses and permits; environmental compliance costs and potential environmental liabilities; increased environmental regulations and enforcement; compliance with climate change and greenhouse gas emission laws and regulations; the impact of labor shortages or increased labor costs; reliance on employees subject to collective bargaining agreements; and the impact of the underfunded status of multiemployer plans in which we participate; and other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended August 31, 2024 and in our subsequent filings with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Our actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RADIUS RECYCLING, INC.
	(Registrant)
Dated: July 7, 2025	By:	/s/ James Matthew Vaughn
Dated: July 10, 2025	By:	/s/ James Matthew Vaughn
		Name: James Matthew Vaughn
		Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

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