Halliburton Second Quarter 2025 Earnings Conference Call

The Standard & Poor's 500 index edged down 0.2% this week as gains in the energy, technology and financial sectors were outweighed by declines elsewhere.

The market benchmark ended Friday's session at 5,967.84. It is now up 1% for the month and 1.5% this year.

The Federal Reserve on Wednesday kept its benchmark lending rate unchanged for a fourth straight meeting while sticking to its federal funds rate outlook for 2025 amid higher inflation expectations. Policymakers continue to see the median federal funds rate at 3.9% at the end of this year, indicating potential easing in 2025. They raised their 2026 rate outlook to 3.6% from 3.4% projected in March and to 3.4% from 3.1% for 2027.

The health care sector had the largest percentage drop of the week, falling 2.7%, followed by a 1.7% drop in communication services and a 1.2% loss in materials. Utilities, consumer discretionary, real estate, consumer staples and industrials also declined.

Decliners in health care included shares of Eli Lilly , which fell 6.9%. The company said it was planning to appeal against the UK's National Institute for Health and Care Excellence's, or NICE's, decision not to reimburse the cost of Alzheimer's drug Kisunla under the National Health Service. The drugmaker said the regulator's decision is "unreasonable" based on the evidence submitted by the company, clinical experts and patient groups.

Google parent Alphabet's shares led the drop in communication services, falling 4.6%. Google suffered a setback after the European Court of Justice's advocate general recommended that the court dismiss the tech giant's appeal to overturn an antitrust fine of 4.12 billion euros ($4.75 billion). Google is also under investigation by Turkish competition authorities for allegedly using its Performance Max advertising platform to unfairly extend its dominance in the online advertising market.

In materials, Steel Dynamics shares shed 5.7% as the steel producer forecast fiscal Q2 earnings below analysts' expectations.

Energy had the largest percentage increase on a weekly basis, climbing 1.1%, followed by a 0.9% rise in technology and a 0.8% increase in financials.

The energy climb came as crude oil futures rose amid turmoil in Iran. Gainers included EQT (EQT), which rose 6.3%, and Valero Energy , up 5.2%.

Jabil was the top performer in the technology sector, jumping 17% on the week as the company reported Q3 diluted core earnings and revenue ahead of analysts' consensus expectations and raised its fiscal 2025 outlook.

Among financials, Coinbase Global shares soared 27%. The company said it has secured the Markets in Crypto Assets license from the Luxembourg Commission de Surveillance du Secteur Financier. Coinbase said the license allows it to provide crypto products and services to all 27 European Union member states.

Next week, the earnings calendar features Micron Technology (MU), Nike (NKE), FedEx (FDX), Carnival (CCL), Paychex (PAYX) and General Mills (GIS).

Economic data will include May existing, pending and new home sales; the second revision to Q1 gross domestic product; and the May personal consumption expenditures index, a closely watched inflation measure.

By Francesca Fontana

The Score is a weekly review of the biggest stock moves and the news that drove them.

23andMe

Co-founder Anne Wojcicki is set to regain control of DNA-testing company 23andMe.

23andMe said late Friday that TTAM Research Institute, Wojcicki's nonprofit, was offering $305 million for the company's assets.

Last month, 23andMe said that biotech firm Regeneron had won the bidding during a bankruptcy auction to buy the company for $256 million. The bidding reopened after TTAM made its unsolicited offer.

Wojcicki's two past offers to take the company private were rejected by two different boards of directors: one board resigned en masse, and the second put the company into bankruptcy.

Meanwhile, customers' fears over what will happen to their genetic data has sparked a congressional hearing and a lawsuit from 28 state attorneys general seeking to block a sale.

23andMe shares plunged 24% Monday.

Victoria's Secret

Activist investor Barington Capital Group believes Victoria's Secret hasn't lived up to its full potential.

Barington said Monday that it owns a stake of over 1% in the lingerie retailer and intends to keep buying more shares, confirming an earlier report by The Wall Street Journal.

In a letter addressed to Chairwoman Donna James, the activist said that it plans to push Victoria's Secret to refresh its board and refocus on its core bra business to turn around its stock performance.

The investor's arrival adds to the pressure that Victoria's Secret is already facing from another large disgruntled shareholder — Australian billionaire Brett Blundy.

Victoria's Secret shares rose 2.4% Monday.

U.S. Steel

Japan's Nippon Steel has completed its purchase of U.S. Steel after reaching a national-security agreement with the White House.

President Trump's executive order on June 13 allowed the acquisition to move forward after months of discussions. Nippon's purchase of U.S. Steel was completed on Wednesday.

The agreement with the White House calls for Nippon to invest roughly $14 billion in U.S. Steel's domestic operations over the next three years and build a new steel mill after 2028. The pact also includes an issuance of a so-called golden share to the U.S. government, giving it authority over U.S. Steel's production and trade matters.

U.S. Steel shares jumped 5.1% Monday.

Renault

The head of French carmaker Renault is stepping down to become the boss of Gucci-owner Kering.

Kering on Monday named Renault's Luca de Meo as its new CEO, as billionaire heir François-Henri Pinault steps back.

De Meo will take the helm on Sept. 15, subject to shareholder approval, Kering said. Pinault will remain chairman. De Meo's last day at Renault will be July 15.

De Meo has more than three decades of experience in the automotive industry. He helped turn Fiat's modern 500 into a cultural icon, and refocused Renault by slimming its model range and boosting profitability in hybrids and electric vehicles.

American depositary shares of Renault fell 7.9% Monday.

SunRun

Solar stocks such as SunRun, Enphase Energy and First Solar slid after Senate Republicans maintained a full phaseout of solar and wind-energy tax credits in Trump's budget megabill.

On Monday, Senate Republicans proposed major revisions of the House's giant tax-and-spending bill. The Senate's plan creates a longer runway before the end of clean-energy tax credits that were created in Democrats' 2022 Inflation Reduction Act.

The proposed revisions also include offering more permanent business tax breaks, deeper cuts to Medicaid, and a much lower cap on the state and local tax deduction.

Senate Republicans are trying to pass the bill as soon as next week.

SunRun shares plummeted 40% Tuesday.

Accenture

One of the country's largest consulting firms posted mixed results for its latest quarter.

Accenture reported higher revenue and a profit and disclosed positive guidance but said its bookings fell. The company also announced plans to bring its strategy, consulting, song, technology and operations services into a single unit.

The firm and its rivals have been under pressure this year as the Trump administration has pushed to rein in federal spending, asking consulting firms to defend their government contracts. Accenture in March warned investors that it was already feeling the squeeze from those efforts.

Accenture shares dropped 6.9% Friday.

Our weekly markets news roundup is now part of the WSJ's What's News podcast. Host Francesca Fontana discusses the biggest stock moves of the week and the news that drove them. Check out What's News in Markets at wsj.com/podcasts or wherever you listen.

Write to Francesca Fontana at francesca.fontana@wsj.com.

Source: CME Group 
 
For previous business day 
PREV TOTAL subject to revisions. Source: CME Group 
 
                      Prev                         Net               Total 
Platinum             Total  Received Withdrawn  Change Adjustment    Today 
ASAHI DEPOSITORY LLC 
Registered               0         0        0       0         0          0 
Eligible                 0         0        0       0         0          0 
Total                    0         0        0       0         0          0 
 
BRINK'S, INC. 
Registered          87,216         0        0       0         0     87,216 
Eligible            29,947         0        0       0         0     29,947 
Total              117,164         0        0       0         0    117,164 
 
CNT DEPOSITORY, INC. 
Registered           1,246         0        0       0         0      1,246 
Eligible                 0         0        0       0         0          0 
Total                1,246         0        0       0         0      1,246 
 
DELAWARE DEPOSITORY 
Registered           5,371         0        0       0         0      5,371 
Eligible            19,110         0        0       0         0     19,110 
Total               24,482         0        0       0         0     24,482 
 
HSBC BANK, USA 
Registered           1,295         0        0       0         0      1,295 
Eligible             9,282         0        0       0         0      9,282 
Total               10,577         0        0       0         0     10,577 
 
INTERNATIONAL DEPOSITORY SERVICES OF DELAWARE 
Registered           3,394         0        0       0         0      3,394 
Eligible                 0         0        0       0         0          0 
Total                3,394         0        0       0         0      3,394 
 
JP MORGAN CHASE BANK NA 
Registered          66,988         0        0       0         0     66,988 
Eligible             1,144         0        0       0         0      1,144 
Total               68,132         0        0       0         0     68,132 
 
LOOMIS INTERNATIONAL (US) LLC 
Registered          45,364         0        0       0         0     45,364 
Eligible            42,772         0        0       0         0     42,772 
Total               88,136         0        0       0         0     88,136 
 
MALCA-AMIT USA, LLC 
Registered             395         0        0       0         0        395 
Eligible                 0         0        0       0         0          0 
Total                  395         0        0       0         0        395 
 
MANFRA, TORDELLA & BROOKES, LLC 
Registered           4,178         0        0       0         0      4,178 
Eligible            11,398         0        0       0         0     11,398 
Total               15,576         0        0       0         0     15,576 
 
STONEX PRECIOUS METALS LLC 
Registered           2,564         0        0       0         0      2,564 
Eligible                 0         0        0       0         0          0 
Total                2,564         0        0       0         0      2,564 
 
COMBINED TOTALS 
Registered         218,012         0        0       0         0    218,012 
Eligible           113,653         0        0       0         0    113,653 
Total              331,666         0        0       0         0    331,666 
 
                      Prev                         Net               Total 
Palladium            Total  Received Withdrawn  Change Adjustment    Today 
ASAHI DEPOSITORY LLC 
Registered               0         0        0       0         0          0 
Eligible                 0         0        0       0         0          0 
Total                    0         0        0       0         0          0 
 
BRINK'S, INC. 
Registered           4,462         0        0       0         0      4,462 
Eligible             9,962         0        0       0         0      9,962 
Total               14,424         0        0       0         0     14,424 
 
CNT DEPOSITORY, INC. 
Registered              97         0        0       0         0         97 
Eligible                 0         0        0       0         0          0 
Total                   97         0        0       0         0         97 
 
DELAWARE DEPOSITORY 
Registered             987         0        0       0         0        987 
Eligible             3,208         0        0       0         0      3,208 
Total                4,195         0        0       0         0      4,195 
 
HSBC BANK, USA 
Registered             586         0        0       0         0        586 
Eligible             2,623         0        0       0         0      2,623 
Total                3,209         0        0       0         0      3,209 
 
INTERNATIONAL DEPOSITORY SERVICES OF DELAWARE 
Registered               0         0        0       0         0          0 
Eligible                 0         0        0       0         0          0 
Total                    0         0        0       0         0          0 
 
JP MORGAN CHASE BANK NA 
Registered          12,746         0        0       0         0     12,746 
Eligible               728         0        0       0         0        728 
Total               13,474         0        0       0         0     13,474 
 
LOOMIS INTERNATIONAL (US) LLC 
Registered          10,011         0        0       0         0     10,011 
Eligible               301         0        0       0         0        301 
Total               10,312         0        0       0         0     10,312 
 
MALCA-AMIT USA, LLC 
Registered               0         0        0       0         0          0 
Eligible                 0         0        0       0         0          0 
Total                    0         0        0       0         0          0 
 
MANFRA, TORDELLA & BROOKES, LLC 
Registered           2,116         0        0       0         0      2,116 
Eligible               630         0        0       0         0        630 
Total                2,746         0        0       0         0      2,746 
 
STONEX PRECIOUS METALS LLC 
Registered               0         0        0       0         0          0 
Eligible                 0         0        0       0         0          0 
Total                    0         0        0       0         0          0 
 
COMBINED TOTALS 
Registered          31,004         0        0       0         0     31,004 
Eligible            17,453         0        0       0         0     17,453 
Total               48,457         0        0       0         0     48,457 
 
Write to Kareema Clark at csstat@dowjones.com 

Radius Recycling Inc. (RDUS) filed a Form 8K - Operations and Financial Condition - with the U.S Securities and Exchange Commission on June 20, 2025.

Preliminary Results for the Third Quarter of Fiscal 2025

Radius Recycling, Inc. (the "Company") today announced preliminary results for its fiscal 2025 third quarter ended May 31, 2025. The Company expects net loss to be approximately ($16) million and adjusted EBITDA to be approximately $22 million, reflecting significant improvements sequentially and year-over-year. The Company expects to report financial results for its fiscal 2025 third quarter ended May 31, 2025 on Tuesday, July 1, 2025. As a result of the pending merger with Toyota Tsusho America, Inc. ("TAI"), the Company will not be holding a third quarter earnings conference call or webcast.

The forward-looking statements included herein provide preliminary information based on the Company's current estimates and expectations and remain subject to change and finalization based on management's ongoing review of results of the quarter and completion of all quarter-end close processes.

Pending Merger

As previously announced, on March 13, 2025, the Company, TAI and TAI Merger Corporation, a wholly owned subsidiary of TAI ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger as a wholly owned subsidiary of TAI.

As previously announced, on June 5, 2025, the Company held a special meeting of shareholders, at which the Company's shareholders approved the proposal to approve the Merger Agreement. The closing of the Merger remains subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including the receipt of certain regulatory approvals. Assuming timely satisfaction of necessary closing conditions, the parties to the Merger Agreement expect the Merger to close during the second half of calendar year 2025.

Non-GAAP Financial Measures

This current report on Form 8-K contains performance based on adjusted EBITDA, which is a non-GAAP financial measure as defined under SEC rules. As required by SEC rules, the Company has provided a reconciliation of this measure for each period discussed to the most directly comparable U.S. GAAP measure. Management believes that providing this non-GAAP financial measure adds a meaningful presentation of the Company's results from business operations excluding restructuring charges and other exit-related activities, charges for legacy environmental matters (net of recoveries), amortization of capitalized cloud computing implementation costs, asset impairment charges, business development costs not related to ongoing operations including pre-acquisition and merger expenses, and the income tax benefit allocated to these adjustments, items which are not related to underlying business operational performance, and improves the period-to-period comparability of our results from business operations. This non-GAAP financial measure should be considered in addition to, but not as a substitute for, the most directly comparable U.S. GAAP measure.

Reconciliation of adjusted EBITDA

($ in millions) Three Months Ended

May 31,2025 (expected) February 28, 2025 May 31, 2024

Net income (loss) $ (16 ) $ (33 ) $ (199 )

Plus interest expense 9 9

Plus income tax expense (benefit) — (4 ) (45 )

Plus depreciation and amortization 24 24

Plus business development costs 5 3 —

Plus restructuring charges and other exit-related activities — 1

Plus other asset impairment charges — — —

Plus charges (recoveries) for legacy environmental matters, net (1) — — —

Plus amortization of cloud computing software costs (2) — — —

Plus goodwill impairment charges — — 216

Adjusted EBITDA (3) $ 22 $ — $

(1) Legal and environmental charges, net of recoveries, for legacy environmental matters including those related to the Portland Harbor Superfund site and to other legacy environmental loss contingencies.

(2) Amortization of cloud computing software costs consists of expense recognized in cost of goods sold and selling, general, and administrative expense resulting from amortization of capitalized implementation costs for cloud computing IT systems. This expense is not included in depreciation and amortization.

(3) May not foot due to rounding.

Forward-Looking Statements

Statements and information included in this current report on Form 8-K by Radius Recycling, Inc. that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Except as noted herein or as the context may otherwise require, all references in this 8-K to "we," "our," "us," "the Company," "Radius Recycling," and "Radius" refer to Radius Recycling, Inc. and its consolidated subsidiaries.

Forward-looking statements in this current report on Form 8-K include statements regarding future events or our expectations, intentions, beliefs, and strategies regarding the future, which may include statements regarding our proposed Merger with TAI; the impact of equipment upgrades, equipment failures, and facility damage on production, including timing of repairs and resumption of operations; the realization of insurance recoveries; the Company's outlook, growth initiatives, or expected results or objectives, including pricing, margins, volumes, and profitability; completion of acquisitions and integration of acquired businesses; the progression and impact of investments in processing and manufacturing technology improvements and information technology systems; the impact of sanctions and tariffs, quotas, and other trade actions and import restrictions; the impacts of supply chain disruptions, inflation, and rising interest rates; liquidity positions; our ability to generate cash from continuing operations; trends, cyclicality, and changes in the markets we sell into; strategic direction or goals; targets; changes to manufacturing and production processes; the realization of deferred tax assets; planned capital expenditures; the cost of and the status of any agreements or actions related to our compliance with environmental and other laws; expected tax rates, deductions, and credits; the impact of pandemics, epidemics, or other public health emergencies; the impact of labor shortages or increased labor costs; obligations under our retirement plans; benefits, savings, or additional costs from business realignment, cost containment, and productivity improvement programs; the potential impact of adopting new accounting pronouncements; and the adequacy of accruals.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and 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. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

We may make other forward-looking statements from time to time, including in reports filed with the Securities and Exchange Commission, press releases, presentations, and on public conference calls. All forward-looking statements we make are based on information available to us at the time the statements are made, and we assume no obligation to update any forward-looking statements, except as may be required by law. Our business is subject to the effects of changes in domestic and global economic conditions and a number of other risks and uncertainties that could cause actual results to differ materially from those included in, or implied by, such forward-looking statements. Some of these risks and uncertainties are discussed in "Item 1A. Risk Factors" of Part I of our most recent Annual Report on Form 10-K and Part II of our most recent Quarterly Report on Form 10-Q. Examples of these risks include: the completion of the Merger is subject to various risks and uncertainties related to, among other things, its terms, timing, structure, benefits, costs and completion; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the disruption of management's attention from the Company's ongoing business operations due to the Merger; the effect of the announcement of the Merger on the Company's relationships with its customers, third-party suppliers, industrial vendors and other third parties, as well as its operating results and business generally; the potential difficulties in employee retention as a result of the Merger; the Merger Agreement may be terminated in circumstances that may require the Company to pay TAI a termination fee; the fact that, if the Merger is completed, shareholders will forgo the opportunity to realize the potential long-term value of the successful execution of the Company's current strategy as an independent company; required approvals to complete the Merger 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 the Company may decline significantly if the merger is not completed; the possibility that TAI could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of the Company's assets to one or more purchasers, that could conceivably produce a higher aggregate value than that available to shareholders in the Merger; the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to satisfy the closing conditions to the Merger; 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.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/912603/000114036125023184/ef20050704_8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/912603/000114036125023184/0001140361-25-023184-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Radius Recycling Inc. (RDUS) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on June 20, 2025.

On June 16, 2025 (the "Effective Date"), the Company and certain of its subsidiaries entered into the sixth amendment (the "Sixth Amendment") to its Third Amended and Restated Credit Agreement, dated as of April 6, 2016, by and among the Company, as the US Borrower, Schnitzer Steel Canada Ltd., as the Canadian borrower, the subsidiaries of the Company party thereto (the "Guarantors"), Bank of America, N.A., as administrative agent and the other lenders party thereto (the "Lenders") (as amended prior to the Sixth Amendment, the "Existing Credit Agreement", the Existing Credit Agreement, as amended pursuant to the Sixth Amendment, the "Amended Credit Agreement"). The Sixth Amendment makes certain modifications to the Existing Credit Agreement, including amendments that, among other things, (i) reduce the aggregate amount of revolving commitments available from $800 million to $625 million, (ii) increase certain addbacks included in the calculation of EBITDA (as defined in the Existing Credit Agreement), (iii) provide for certain additional periodic financial reporting, (iv) suspend (or extend the current suspension of) the maintenance covenants requiring compliance with a minimum permitted fixed charge coverage ratio and interest coverage ratio and (v) provide that the maintenance covenant requiring compliance with a minimum consolidated asset coverage ratio shall continue to be tested.

The foregoing summary of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the Sixth Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/912603/000114036125023184/ef20050704_8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/912603/000114036125023184/0001140361-25-023184-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Radius Recycling Inc. (RDUS) filed a Form 8K - Regulation FD Disclosure - with the U.S Securities and Exchange Commission on June 20, 2025.

Preliminary Results for the Third Quarter of Fiscal 2025

Radius Recycling, Inc. (the "Company") today announced preliminary results for its fiscal 2025 third quarter ended May 31, 2025. The Company expects net loss to be approximately ($16) million and adjusted EBITDA to be approximately $22 million, reflecting significant improvements sequentially and year-over-year. The Company expects to report financial results for its fiscal 2025 third quarter ended May 31, 2025 on Tuesday, July 1, 2025. As a result of the pending merger with Toyota Tsusho America, Inc. ("TAI"), the Company will not be holding a third quarter earnings conference call or webcast.

The forward-looking statements included herein provide preliminary information based on the Company's current estimates and expectations and remain subject to change and finalization based on management's ongoing review of results of the quarter and completion of all quarter-end close processes.

Pending Merger

As previously announced, on March 13, 2025, the Company, TAI and TAI Merger Corporation, a wholly owned subsidiary of TAI ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger as a wholly owned subsidiary of TAI.

As previously announced, on June 5, 2025, the Company held a special meeting of shareholders, at which the Company's shareholders approved the proposal to approve the Merger Agreement. The closing of the Merger remains subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including the receipt of certain regulatory approvals. Assuming timely satisfaction of necessary closing conditions, the parties to the Merger Agreement expect the Merger to close during the second half of calendar year 2025.

Non-GAAP Financial Measures

This current report on Form 8-K contains performance based on adjusted EBITDA, which is a non-GAAP financial measure as defined under SEC rules. As required by SEC rules, the Company has provided a reconciliation of this measure for each period discussed to the most directly comparable U.S. GAAP measure. Management believes that providing this non-GAAP financial measure adds a meaningful presentation of the Company's results from business operations excluding restructuring charges and other exit-related activities, charges for legacy environmental matters (net of recoveries), amortization of capitalized cloud computing implementation costs, asset impairment charges, business development costs not related to ongoing operations including pre-acquisition and merger expenses, and the income tax benefit allocated to these adjustments, items which are not related to underlying business operational performance, and improves the period-to-period comparability of our results from business operations. This non-GAAP financial measure should be considered in addition to, but not as a substitute for, the most directly comparable U.S. GAAP measure.

Reconciliation of adjusted EBITDA

($ in millions) Three Months Ended

May 31,2025 (expected) February 28, 2025 May 31, 2024

Net income (loss) $ (16 ) $ (33 ) $ (199 )

Plus interest expense 9 9

Plus income tax expense (benefit) — (4 ) (45 )

Plus depreciation and amortization 24 24

Plus business development costs 5 3 —

Plus restructuring charges and other exit-related activities — 1

Plus other asset impairment charges — — —

Plus charges (recoveries) for legacy environmental matters, net (1) — — —

Plus amortization of cloud computing software costs (2) — — —

Plus goodwill impairment charges — — 216

Adjusted EBITDA (3) $ 22 $ — $

(1) Legal and environmental charges, net of recoveries, for legacy environmental matters including those related to the Portland Harbor Superfund site and to other legacy environmental loss contingencies.

(2) Amortization of cloud computing software costs consists of expense recognized in cost of goods sold and selling, general, and administrative expense resulting from amortization of capitalized implementation costs for cloud computing IT systems. This expense is not included in depreciation and amortization.

(3) May not foot due to rounding.

Forward-Looking Statements

Statements and information included in this current report on Form 8-K by Radius Recycling, Inc. that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Except as noted herein or as the context may otherwise require, all references in this 8-K to "we," "our," "us," "the Company," "Radius Recycling," and "Radius" refer to Radius Recycling, Inc. and its consolidated subsidiaries.

Forward-looking statements in this current report on Form 8-K include statements regarding future events or our expectations, intentions, beliefs, and strategies regarding the future, which may include statements regarding our proposed Merger with TAI; the impact of equipment upgrades, equipment failures, and facility damage on production, including timing of repairs and resumption of operations; the realization of insurance recoveries; the Company's outlook, growth initiatives, or expected results or objectives, including pricing, margins, volumes, and profitability; completion of acquisitions and integration of acquired businesses; the progression and impact of investments in processing and manufacturing technology improvements and information technology systems; the impact of sanctions and tariffs, quotas, and other trade actions and import restrictions; the impacts of supply chain disruptions, inflation, and rising interest rates; liquidity positions; our ability to generate cash from continuing operations; trends, cyclicality, and changes in the markets we sell into; strategic direction or goals; targets; changes to manufacturing and production processes; the realization of deferred tax assets; planned capital expenditures; the cost of and the status of any agreements or actions related to our compliance with environmental and other laws; expected tax rates, deductions, and credits; the impact of pandemics, epidemics, or other public health emergencies; the impact of labor shortages or increased labor costs; obligations under our retirement plans; benefits, savings, or additional costs from business realignment, cost containment, and productivity improvement programs; the potential impact of adopting new accounting pronouncements; and the adequacy of accruals.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and 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. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

We may make other forward-looking statements from time to time, including in reports filed with the Securities and Exchange Commission, press releases, presentations, and on public conference calls. All forward-looking statements we make are based on information available to us at the time the statements are made, and we assume no obligation to update any forward-looking statements, except as may be required by law. Our business is subject to the effects of changes in domestic and global economic conditions and a number of other risks and uncertainties that could cause actual results to differ materially from those included in, or implied by, such forward-looking statements. Some of these risks and uncertainties are discussed in "Item 1A. Risk Factors" of Part I of our most recent Annual Report on Form 10-K and Part II of our most recent Quarterly Report on Form 10-Q. Examples of these risks include: the completion of the Merger is subject to various risks and uncertainties related to, among other things, its terms, timing, structure, benefits, costs and completion; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the disruption of management's attention from the Company's ongoing business operations due to the Merger; the effect of the announcement of the Merger on the Company's relationships with its customers, third-party suppliers, industrial vendors and other third parties, as well as its operating results and business generally; the potential difficulties in employee retention as a result of the Merger; the Merger Agreement may be terminated in circumstances that may require the Company to pay TAI a termination fee; the fact that, if the Merger is completed, shareholders will forgo the opportunity to realize the potential long-term value of the successful execution of the Company's current strategy as an independent company; required approvals to complete the Merger 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 the Company may decline significantly if the merger is not completed; the possibility that TAI could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of the Company's assets to one or more purchasers, that could conceivably produce a higher aggregate value than that available to shareholders in the Merger; the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to satisfy the closing conditions to the Merger; 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.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/912603/000114036125023184/ef20050704_8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/912603/000114036125023184/0001140361-25-023184-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.