Marc E. Hathhorn - Jul 10, 2025 Form 4 Insider Report for RADIUS RECYCLING, INC. (RDUS)

Role: EVP & COO
Signature: /s/ Joseph J. Bradley, Attorney-in-Fact
Stock symbol: RDUS
Transactions as of: Jul 10, 2025
Transactions value $: -$4,367,430
Form type: 4
Date filed: 7/10/2025, 04:50 PM
Previous filing: Nov 12, 2024
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Hathhorn Marc E.	EVP & COO	222 SW COLUMBIA ST SUITE 1150, PORTLAND	/s/ Joseph J. Bradley, Attorney-in-Fact	2025-07-10	0001785022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RDUS	Class A Common Stock	Disposed to Issuer	-$4.37M	-146K	-100%	$30.00	0	Jul 10, 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Marc E. Hathhorn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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.
F2	Includes 145,581 unvested Company RSU Awards (as defined in the Merger Agreement). Pursuant to the Merger Agreement, as of the Effective Time, each Company RSU 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 RSU Award immediately prior to the Effective Time, plus (y) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Company RSU Award.

Content

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.

Includes 145,581 unvested Company RSU Awards (as defined in the Merger Agreement). Pursuant to the Merger Agreement, as of the Effective Time, each Company RSU 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 RSU Award immediately prior to the Effective Time, plus (y) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Company RSU Award.