ITEM 1A. RI SK FACTORS There have been no material changes to our risk factors reported or new risk factors identified since the filing of our Annual Report on Form 10-K for the year ended August 31, 2024. 2024, except for the following: Changing conditions in global markets including the impact of sanctions and tariffs, quotas, and other trade actions and import restrictions may adversely affect our operating results, financial condition, and cash flows We generate a substantial portion of our revenues from sales to customers located outside the U.S., including countries in Asia, the Mediterranean region, and North, Central, and South America. In each of the last three fiscal years, exports comprised approximately 54% to 61% of our ferrous sales volumes and 56% to 57% of our nonferrous sales volumes. Our ability to sell our products profitably, or at all, into international markets is subject to a number of risks including adverse impacts of political, economic, military, terrorist, or major pandemic events; labor and social issues; legal and regulatory requirements or limitations imposed by foreign governments including quotas, tariffs, or other trade barriers, sanctions, adverse tax law changes, nationalization, currency restrictions, or import restrictions for certain types of products we export; and disruptions or delays in shipments caused by customs compliance or other actions of government agencies. Economic and geopolitical instability, including as a result of military conflict, could give rise to turmoil in markets that could have an impact on our business. The occurrence of such events and conditions may adversely affect our operating results, financial condition, and cash flows. For example, tariffs and import license requirements and quotas have been in place for several years in multiple jurisdictions, including China. Our ability to navigate these tariffs and restrictions is critical to our business and any changes or expansion in these tariffs and restrictions could adversely impact our business or results of operations. In addition, changing conditions in global markets may contribute to concentration in one or more of our country destinations. For example, in fiscal 2024, Bangladesh, Turkey and India comprised 85% of our ferrous export sales. We also import various materials from countries subject to tariffs, including recycled metals from our Canadian operations, recycled metals from unrelated suppliers, and certain non-trade goods, as well as purchase foreign-sourced goods from domestic distributors. In March 2018, the U.S. imposed a 25% tariff on certain imported steel products and a 10% tariff on certain imported aluminum products under Section 232 of the Trade Expansion Act of 1962, as well as duties in various ranges on imports from China under Section 301 of the Trade Act of 1974. Those duties remain in effect. Since January 2025, there have been a number of tariffs, both threatened and imposed, including an additional 20% tariff on Chinese-origin goods, and another 34% tariff to become effective, making the total tariff 54% on China. Various other tariffs on imports from all countries ranging from 10% to 49% have been announced, with a temporary exclusion for goods that enter the United States as qualifying goods under the U.S. Mexico Canada Free Trade Agreement, which includes our recycled metal imports from Canada. Additionally, there has been an expansion of the Section 232 steel and aluminum tariffs to countries and products that had previously been excluded, a broad scope of derivative products, and the increase of the aluminum tariff to 25%. These tariffs have the potential of increasing our costs for foreign-origin trade and non-trade material. Additionally, these tariffs, along with other U.S. trade actions, have triggered retaliatory actions by certain affected countries, and other foreign governments may impose trade measures, including reciprocal tariffs, on other U.S. goods in the future. These tariffs and other trade actions could result in a decrease in international steel demand and negatively impact demand for our exported products, which would adversely impact our business. Given the uncertainty regarding the scope and duration of these trade actions by the U.S. and other countries, the impact of the trade actions on our operations or results remains uncertain, but this impact could be material. Risk Factors Relating to the Merger We may not complete the pending transaction with TAI within the time frame we anticipate or at all, which could have an adverse effect on our business, financial results, operations and/or the market price of our common stock. On March 13, 2025, we entered into the Merger Agreement, with TAI and Merger Sub 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, with the Company continuing as the surviving corporation in the Merger as a wholly owned subsidiary of TAI. 41 RADIUS RECYCLING, INC. Consummation of the Merger is subject to certain customary conditions, including (i) the adoption of the Merger by the holders of a majority of the outstanding shares of Radius Common Stock, (ii) the absence of any law prohibiting or order preventing the consummation of the Merger, (iii) the receipt of certain regulatory approvals, to the extent required, (iv) the receipt of CFIUS approval without the imposition of certain conditions set forth in the Merger Agreement and (v) compliance in all material respects on the part of each of the Company, TAI and Merger Sub with such partys covenants under the Merger Agreement. The obligation of each party to consummate the Merger is also conditioned upon the other partys representations and warranties being true and correct (subject to certain materiality exceptions), and upon no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred with respect to the Company since the signing of the Merger Agreement. In addition, we and TAI have certain customary termination rights pursuant to the Merger Agreement, including our right to terminate the Merger Agreement to accept a Superior Proposal (as defined in the Merger Agreement) subject to compliance with certain procedures specified in the Merger Agreement. As a result, we cannot assure you that all of the various closing conditions will be satisfied and that the Merger with TAI will be completed, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected time frame. If the Merger is not completed within the expected time frame or at all, we may be subject to a number of material risks. The price of our common stock may decline to the extent that current market prices of our common stock reflect a market assumption that the Merger will be completed. We could also be required to pay TAI a termination fee of $27.2 million if the Merger Agreement is terminated under specific circumstances set forth in the Merger Agreement. The failure to complete the Merger also may result in negative publicity, a decline in investor confidence, stockholder litigation being brought against us, adverse impacts to our relationships with our existing and prospective employees, customers, regulators, third-party suppliers, industrial vendors and other business partners, us being unable to recruit prospective employees or to retain and motivate existing employees, and adverse financial impacts due to costs incurred in connection with the Merger. We may also be required to devote significant time and resources to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. The pendency of the Merger with TAI could adversely affect our business, financial results, operations and/or the market price of our common stock. Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operation and our business. Uncertainty as to whether the Merger will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the Merger is pending because employees may experience uncertainty about their roles following consummation of the Merger. Our managements and certain of our employees attention is being directed toward the completion of the Merger and thus is being diverted to some extent from our day-to-day operations. Uncertainty as to our future could adversely affect our business and our relationship with customers, regulators, third-party suppliers, industrial vendors and other business partners. For example, customers, third-party suppliers, industrial vendors and other counterparties may defer decisions concerning working with us or seek to change existing business relationships with us. Changes to or termination of existing business relationships could adversely affect our results of operations and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement. While the Merger Agreement is in effect, we are subject to restrictions on our business activities. While the Merger Agreement is in effect, we are subject to restrictions on our business activities, generally requiring us to conduct our business in the ordinary course of business consistent with past practice in all material respects, and subjecting us to a variety of specified restrictions absent TAIs prior consent. Subject to certain exceptions, these limitations include, among other things, restrictions on our ability to acquire other businesses and assets, dispose of our assets, make investments, enter into certain contracts, repurchase or issue securities, pay dividends that are inconsistent with our past practice, make capital expenditures, take certain actions relating to intellectual property, amend our organizational documents, and incur indebtedness. Furthermore, we are limited in our ability to solicit other acquisition proposals during the pendency of the Merger. These restrictions could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may, as a result, materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the price of our common stock. 42 RADIUS RECYCLING, INC. In certain instances, the Merger Agreement requires us to pay a termination fee to TAI, which could require us to use available cash that would have otherwise been available for general corporate purposes. Under the terms of the Merger Agreement, we may be required to pay TAI a termination fee of $27.2 million if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement, including, but not limited to, a termination of the Merger Agreement by TAI in response to a Change of Recommendation (as defined in the Merger Agreement) of our Board of Directors or a termination of the Merger Agreement by us to accept a Superior Proposal (as defined in the Merger Agreement). If the Merger Agreement is terminated under such circumstances, the termination fee we may be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes and other uses. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business operations and financial condition, which in turn could materially and adversely affect the price of our common stock. We have incurred, and will continue to incur, direct and indirect costs as a result of the pending transaction with TAI. We have incurred, and will continue to incur, significant costs and expenses, including fees for professional services and other transaction costs, in connection with the pending Merger. We must pay substantially all of these costs and expenses whether or not the Merger is completed. We also could be subject to litigation related to the proposed Merger, which could prevent or delay the consummation of the Merger and result in significant costs and expenses. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. If the Merger is completed, our business and shareholders would be exposed to additional risks. The amount of cash per share to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock. The exchange of our common stock for the all-cash per share merger consideration under the Merger Agreement generally will be a taxable transaction to any stockholder that is treated as a U.S. taxpayer. If the Merger is completed, our shareholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent company. It is also possible that TAI could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of our assets to one or more purchasers, that could conceivably produce a higher aggregate value than that available to shareholders in the Merger.